0001859919APC1 Holding, Diversified Manufacturing, First Lien Senior Secured Term Loan2022-12-310001859919bdc:AllMembersOfThompsonRiversLLCMemberThompsonn Rivers LLC2023-03-310001859919bdc:InvestmentTypeConcentrationRiskMemberus-gaap:EquitySecuritiesMemberbdc:InvestmentOwnedAtFairValueMember2024-01-012024-03-310001859919bdc:CPCFBPCCLLCMemberbdc:IndustryConcentrationRiskMemberbdc:MediaDiversifiedAndProductionMemberbdc:InvestmentOwnedAtFairValueMember2023-01-012023-12-31
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

Form 10-Q

(Mark One)
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20232024
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 814-01397 

Barings Private Credit Corporation
(Exact name of registrant as specified in its charter)

Maryland 86-3780522
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 South Tryon Street, Suite 2500
Charlotte, North Carolina
 28202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 805-7200
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
N/AN/AN/A

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨Accelerated filer¨
Non-accelerated filerýSmaller reporting company¨
Emerging growth companyý
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
The number of shares outstanding of the registrant’s common stock on May 4, 20237, 2024 was 57,969,004.81,523,371.



BARINGS PRIVATE CREDIT CORPORATION
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q
  Page
PART I – FINANCIAL INFORMATION
Item 1.
Unaudited Consolidated Balance Sheet as of March 31, 20232024 and Consolidated Balance Sheet as of December 31, 20222023
Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 20232024 and 20222023
Unaudited Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 20232024 and 20222023
Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 20232024 and 20222023
Unaudited Consolidated Schedule of Investments as of March 31, 20232024
Consolidated Schedule of Investments as of December 31, 20222023
Item 2.
Item 3.
Item 4.
PART II – OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.

2



PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.
Barings Private Credit Corporation
Consolidated Balance Sheets
(in thousands, except share and per share data)
March 31,
2023
December 31,
2022
(Unaudited)
March 31,
2024
March 31,
2024
December 31,
2023
(Unaudited)
Assets:
Assets:
Assets:Assets:
Investments at fair value:Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $2,164,913 and $2,073,049 as of March 31, 2023 and December 31, 2022, respectively)$2,124,324 $2,023,356 
Affiliate investments (cost of $122,200 and $114,452 as of March 31, 2023 and December 31, 2022, respectively)147,074 134,524 
Investments at fair value:
Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $2,321,381 and $2,219,083 as of March 31, 2024 and December 31, 2023, respectively)
Non-Control / Non-Affiliate investments (cost of $2,321,381 and $2,219,083 as of March 31, 2024 and December 31, 2023, respectively)
Non-Control / Non-Affiliate investments (cost of $2,321,381 and $2,219,083 as of March 31, 2024 and December 31, 2023, respectively)
Affiliate investments (cost of $254,449 and $248,644 as of March 31, 2024 and December 31, 2023, respectively)
Total investments at fair valueTotal investments at fair value2,271,398 2,157,880 
Cash (restricted cash of $7,387 and $11,003 at March 31, 2023 and December 31, 2022, respectively)29,380 79,528 
Foreign currencies (cost of $5,862 and $11,777 as of March 31, 2023 and December 31, 2022, respectively)5,870 11,913 
Total investments at fair value
Total investments at fair value
Cash (restricted cash of $8,102 and $8,823 at March 31, 2024 and December 31, 2023, respectively)
Foreign currencies (cost of $23,583 and $25,647 as of March 31, 2024 and December 31, 2023, respectively)
Interest and fees receivableInterest and fees receivable42,638 32,959 
Prepaid expenses and other assetsPrepaid expenses and other assets2,527 254 
Derivative assetsDerivative assets481 3,172 
Deferred financing feesDeferred financing fees5,390 4,192 
Receivable from unsettled transactionsReceivable from unsettled transactions12,688 2,014 
Total assetsTotal assets$2,370,372 $2,291,912 
Liabilities:Liabilities:
Accounts payable and accrued liabilitiesAccounts payable and accrued liabilities$1,238 $1,753 
Accounts payable and accrued liabilities
Accounts payable and accrued liabilities
Share repurchases payable
Share repurchases payable
Share repurchases payable
Interest payableInterest payable14,247 11,335 
Administrative fees payableAdministrative fees payable550 1,053 
Base management fees payableBase management fees payable3,849 6,757 
Incentive management fees payableIncentive management fees payable2,594 3,074 
Derivative liabilitiesDerivative liabilities7,931 34,389 
Derivative liabilities
Derivative liabilities
Payable from unsettled transactionsPayable from unsettled transactions266 35,367 
Borrowings under credit facilitiesBorrowings under credit facilities861,858 795,284 
Debt securitization (net of deferred financing fees)
Notes payable (net of deferred financing fees)Notes payable (net of deferred financing fees)301,712 297,038 
Secured borrowings57,161 18,559 
Total liabilities
Total liabilities
Total liabilitiesTotal liabilities1,251,406 1,204,609 
Commitments and contingencies (Note 7)Commitments and contingencies (Note 7)Commitments and contingencies (Note 7)
Net Assets:Net Assets:
Common stock, $0.001 par value per share (499,950,000 shares authorized, 53,790,939 and 52,900,314 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively)54 53 
Common stock, $0.001 par value per share (499,950,000 shares authorized, 78,202,476 and 62,714,487 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)
Common stock, $0.001 par value per share (499,950,000 shares authorized, 78,202,476 and 62,714,487 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)
Common stock, $0.001 par value per share (499,950,000 shares authorized, 78,202,476 and 62,714,487 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)
Additional paid-in capitalAdditional paid-in capital1,094,859 1,076,497 
Total distributable earningsTotal distributable earnings24,053 10,753 
Total net assetsTotal net assets1,118,966 1,087,303 
Total liabilities and net assetsTotal liabilities and net assets$2,370,372 $2,291,912 
Net asset value per shareNet asset value per share$20.80 $20.55 
See accompanying notes.

3
3


Barings Private Credit Corporation
Unaudited Consolidated Statements of Operations
(in thousands, except share and per share data)
Three Months
 Ended
Three Months
 Ended
March 31, 2023March 31, 2022
Three Months
Ended
Three Months
Ended
Three Months
Ended
March 31, 2024
March 31, 2024
March 31, 2024
Investment income:
Investment income:
Investment income:Investment income:
Interest income:Interest income:
Interest income:
Interest income:
Non-Control / Non-Affiliate investmentsNon-Control / Non-Affiliate investments$49,815 $21,388 
Non-Control / Non-Affiliate investments
Non-Control / Non-Affiliate investments
Affiliate investments
Affiliate investments
Affiliate investmentsAffiliate investments161 83 
Total interest incomeTotal interest income49,976 21,471 
Total interest income
Total interest income
Dividend income:
Dividend income:
Dividend income:Dividend income:
Non-Control / Non-Affiliate investmentsNon-Control / Non-Affiliate investments691 — 
Non-Control / Non-Affiliate investments
Non-Control / Non-Affiliate investments
Affiliate investments
Affiliate investments
Affiliate investmentsAffiliate investments3,021 4,423 
Total dividend incomeTotal dividend income3,712 4,423 
Total dividend income
Total dividend income
Fee and other income:
Fee and other income:
Fee and other income:Fee and other income:
Non-Control / Non-Affiliate investmentsNon-Control / Non-Affiliate investments3,341 1,998 
Non-Control / Non-Affiliate investments
Non-Control / Non-Affiliate investments
Affiliate investments
Affiliate investments
Affiliate investmentsAffiliate investments13 
Total fee and other incomeTotal fee and other income3,354 2,001 
Total fee and other income
Total fee and other income
Payment-in-kind interest income:
Payment-in-kind interest income:
Payment-in-kind interest income:Payment-in-kind interest income:
Non-Control / Non-Affiliate investmentsNon-Control / Non-Affiliate investments2,071 1,396 
Non-Control / Non-Affiliate investments
Non-Control / Non-Affiliate investments
Affiliate investments
Affiliate investments
Affiliate investments
Total payment-in-kind interest income
Total payment-in-kind interest income
Total payment-in-kind interest incomeTotal payment-in-kind interest income2,071 1,396 
Interest income from cashInterest income from cash— 
Interest income from cash
Interest income from cash
Total investment income
Total investment income
Total investment incomeTotal investment income59,122 29,291 
Operating expenses:Operating expenses:
Operating expenses:
Operating expenses:
Interest and other financing fees
Interest and other financing fees
Interest and other financing feesInterest and other financing fees18,563 5,076 
Base management fee (Note 2)Base management fee (Note 2)3,849 2,169 
Base management fee (Note 2)
Base management fee (Note 2)
Incentive management fees (Note 2)
Incentive management fees (Note 2)
Incentive management fees (Note 2)Incentive management fees (Note 2)2,594 — 
Other general and administrative expenses (Note 2)Other general and administrative expenses (Note 2)1,398 1,214 
Other general and administrative expenses (Note 2)
Other general and administrative expenses (Note 2)
Total operating expenses
Total operating expenses
Total operating expensesTotal operating expenses26,404 8,459 
Net investment income before taxesNet investment income before taxes32,718 20,832 
Net investment income before taxes
Net investment income before taxes
Income taxes, including excise tax expense
Income taxes, including excise tax expense
Income taxes, including excise tax expenseIncome taxes, including excise tax expense53 
Net investment incomeNet investment income32,665 20,831 
Net investment income
Net investment income

4



Barings Private Credit Corporation
Unaudited Consolidated Statements of Operations — (Continued)
(in thousands, except share and per share data)
Three Months
 Ended
Three Months
 Ended
March 31, 2023March 31, 2022
Realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions:
Barings Private Credit Corporation
Unaudited Consolidated Statements of Operations — (Continued)
(in thousands, except share and per share data)
Barings Private Credit Corporation
Unaudited Consolidated Statements of Operations — (Continued)
(in thousands, except share and per share data)
Three Months
Ended
March 31, 2024
March 31, 2024
March 31, 2024
Realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts:
Realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts:
Realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts:
Net realized gains (losses):
Net realized gains (losses):
Net realized gains (losses):Net realized gains (losses):
Non-Control / Non-Affiliate investmentsNon-Control / Non-Affiliate investments$(1,177)$(143)
Non-Control / Non-Affiliate investments
Non-Control / Non-Affiliate investments
Net realized gains (losses) on investments
Net realized gains (losses) on investments
Net realized gains (losses) on investmentsNet realized gains (losses) on investments(1,177)(143)
Foreign currency transactionsForeign currency transactions(21,207)414 
Foreign currency transactions
Foreign currency transactions
Forward currency contracts
Forward currency contracts
Forward currency contracts
Net realized gains (losses)
Net realized gains (losses)
Net realized gains (losses)Net realized gains (losses)(22,384)271 
Net unrealized appreciation (depreciation):Net unrealized appreciation (depreciation):
Net unrealized appreciation (depreciation):
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investmentsNon-Control / Non-Affiliate investments8,975 (6,120)
Non-Control / Non-Affiliate investments
Non-Control / Non-Affiliate investments
Affiliate investments
Affiliate investments
Affiliate investmentsAffiliate investments4,802 14,280 
Net unrealized appreciation (depreciation) on investmentsNet unrealized appreciation (depreciation) on investments13,777 8,160 
Net unrealized appreciation (depreciation) on investments
Net unrealized appreciation (depreciation) on investments
Foreign currency transactionsForeign currency transactions16,469 3,460 
Foreign currency transactions
Foreign currency transactions
Forward currency contracts
Forward currency contracts
Forward currency contracts
Net unrealized appreciation (depreciation)Net unrealized appreciation (depreciation)30,246 11,620 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions7,862 11,891 
Net unrealized appreciation (depreciation)
Net unrealized appreciation (depreciation)
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts
Net increase in net assets resulting from operationsNet increase in net assets resulting from operations$40,527 $32,722 
Net investment income per share—basic and diluted$0.61 $0.51 
Net increase in net assets resulting from operations per share—basic and diluted$0.76 $0.81 
Net increase in net assets resulting from operations
Net increase in net assets resulting from operations
Net investment income per share — basic and diluted
Net investment income per share — basic and diluted
Net investment income per share — basic and diluted
Net increase in net assets resulting from operations per share — basic and diluted
Net increase in net assets resulting from operations per share — basic and diluted
Net increase in net assets resulting from operations per share — basic and diluted
Dividends / distributions per share:
Dividends / distributions per share:
Dividends / distributions per share:Dividends / distributions per share:
Total dividends / distributions per shareTotal dividends / distributions per share$0.51 $0.42 
Weighted average shares outstanding—basic and diluted53,336,505 40,628,226 
Total dividends / distributions per share
Total dividends / distributions per share
Weighted average shares outstanding — basic and diluted
Weighted average shares outstanding — basic and diluted
Weighted average shares outstanding — basic and diluted
See accompanying notes.

5



Barings Private Credit Corporation
Unaudited Consolidated Statements of Changes in Net Assets
(in thousands, except share amounts)
 
Three Months Ended March 31, 2022Common StockAdditional
Paid-In
Capital
Total Distributable EarningsTotal
Net
Assets
Number
of Shares
Par
Value
Balance, December 31, 202140,551,193 $41 $818,723 $15,642 $834,406 
Net investment income— — — 20,831 20,831 
Net realized gain on investments / foreign currency transactions— — — 271 271 
Net unrealized appreciation on investments / foreign currency transactions— — — 11,620 11,620 
Dividends/distributions6,077 — 126 (17,098)(16,972)
Issuance of common stock156,440 — 3,251 — 3,251 
Balance, March 31, 202240,713,710 $41 $822,100 $31,266 $853,407 
Three Months Ended March 31, 2023Common StockAdditional
Paid-In
Capital
Total Distributable EarningsTotal
Net
Assets
Number
of Shares
Par
Value
Balance, December 31, 202252,900,314 $53 $1,076,497 $10,753 $1,087,303 
Net investment income— — — 32,665 32,665 
Net realized loss on investments / foreign currency transactions / forward currency contracts— — — (22,384)(22,384)
Net unrealized appreciation on investments / foreign currency transactions / forward currency contracts— — — 30,246 30,246 
Purchases of shares in repurchase plan(481)— (10)— (10)
Dividends/distributions16,195 — 334 (27,227)(26,893)
Issuance of common stock874,911 18,038 — 18,039 
Balance, March 31, 202353,790,939 $54 $1,094,859 $24,053 $1,118,966 

Three Months Ended March 31, 2023Common StockAdditional
Paid-In
Capital
Total Distributable EarningsTotal
Net
Assets
Number
of Shares
Par
Value
Balance, December 31, 202252,900,314 $53 $1,076,497 $10,753 $1,087,303 
Three Months Ended March 31, 2024Three Months Ended March 31, 2024Common StockAdditional
Paid-In
Capital
Total Distributable EarningsTotal
Net
Assets
Balance, December 31, 2023
Balance, December 31, 2023
Balance, December 31, 2023
Net investment incomeNet investment income— — — 32,665 32,665 
Net realized loss on investments / foreign currency transactions— — — (22,384)(22,384)
Net unrealized appreciation on investments / foreign currency transactions— — — 30,246 30,246 
Net realized loss on investments / foreign currency transactions / forward currency contracts
Net realized loss on investments / foreign currency transactions / forward currency contracts
Net realized loss on investments / foreign currency transactions / forward currency contracts
Net unrealized appreciation on investments / foreign currency transactions / forward currency contracts
Purchases of shares in repurchase planPurchases of shares in repurchase plan(481)— (10)— (10)
Purchases of shares in repurchase plan
Purchases of shares in repurchase plan
Dividends/distributions
Dividends/distributions
Dividends/distributionsDividends/distributions16,195 — 334 (27,227)(26,893)
Issuance of common stockIssuance of common stock874,911 18,038 — 18,039 
Balance, March 31, 202353,790,939 $54 $1,094,859 $24,053 $1,118,966 
Balance, March 31, 2024
Balance, March 31, 2024
Balance, March 31, 2024
See accompanying notes.






6
6


Barings Private Credit Corporation
Unaudited Consolidated Statements of Cash Flows 
(in thousands)
Three Months
 Ended
Three Months Ended
March 31, 2023March 31, 2022
Three Months EndedThree Months Ended
March 31, 2024March 31, 2024March 31, 2023
Cash flows from operating activities:Cash flows from operating activities:
Net increase in net assets resulting from operations
Net increase in net assets resulting from operations
Net increase in net assets resulting from operationsNet increase in net assets resulting from operations$40,527 $32,722 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of portfolio investmentsPurchases of portfolio investments(228,661)(244,006)
Purchases of portfolio investments
Purchases of portfolio investments
Repayments received / sales of portfolio investments
Repayments received / sales of portfolio investments
Repayments received / sales of portfolio investmentsRepayments received / sales of portfolio investments83,551 10,523 
Loan origination and other fees receivedLoan origination and other fees received3,580 4,752 
Loan origination and other fees received
Loan origination and other fees received
Net realized (gain) loss on investmentsNet realized (gain) loss on investments1,177 143 
Net realized (gain) loss on foreign currency transactionsNet realized (gain) loss on foreign currency transactions21,207 (414)
Net realized (gain) loss on forward currency contracts
Net unrealized (appreciation) depreciation on investmentsNet unrealized (appreciation) depreciation on investments(13,777)(8,160)
Net unrealized (appreciation) depreciation on foreign currency transactionsNet unrealized (appreciation) depreciation on foreign currency transactions(16,469)(3,460)
Net unrealized (appreciation) depreciation on forward currency contracts
Payment-in-kind interest / dividendsPayment-in-kind interest / dividends2,394 1,396 
Amortization of deferred financing feesAmortization of deferred financing fees369 292 
Amortization of offering costs— 244 
Accretion of loan origination and other fees
Accretion of loan origination and other fees
Accretion of loan origination and other feesAccretion of loan origination and other fees(2,603)(1,554)
Amortization / accretion of purchased loan premium / discountAmortization / accretion of purchased loan premium / discount(202)(11)
Payments for derivative contractsPayments for derivative contracts(24,609)(686)
Proceeds from derivative contractsProceeds from derivative contracts3,214 1,643 
Changes in operating assets and liabilities:Changes in operating assets and liabilities:
Interest and fees receivableInterest and fees receivable(16,584)(12,595)
Interest and fees receivable
Interest and fees receivable
Prepaid expenses and other assetsPrepaid expenses and other assets103 (96)
Accounts payable and accrued liabilitiesAccounts payable and accrued liabilities(4,535)578 
Interest payableInterest payable2,916 (398)
Interest payable
Interest payable
Net cash provided by (used in) operating activities
Net cash provided by (used in) operating activities
Net cash provided by (used in) operating activitiesNet cash provided by (used in) operating activities(148,402)(219,087)
Cash flows from financing activities:Cash flows from financing activities:
Borrowings under credit facilitiesBorrowings under credit facilities64,000 194,301 
Borrowings under credit facilities
Borrowings under credit facilities
Repayments under credit facilitiesRepayments under credit facilities— (55,000)
Repayments of debt securitization
Repayments of debt securitization
Repayments of debt securitization
Proceeds from secured borrowingsProceeds from secured borrowings38,601 — 
Proceeds from secured borrowings
Proceeds from secured borrowings
Financing fees paid
Financing fees paid
Financing fees paidFinancing fees paid(1,526)(1,023)
Issuance of common stockIssuance of common stock18,039 3,251 
Cash dividends / distributions paidCash dividends / distributions paid(26,893)(16,972)
Purchases of shares in repurchase planPurchases of shares in repurchase plan(10)— 
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities92,211 124,557 
Net increase (decrease) in cash and foreign currenciesNet increase (decrease) in cash and foreign currencies(56,191)(94,530)
Cash and foreign currencies, beginning of periodCash and foreign currencies, beginning of period91,441 123,503 
Cash and foreign currencies, end of periodCash and foreign currencies, end of period$35,250 $28,973 
Supplemental disclosure of cash flow information:Supplemental disclosure of cash flow information:
Cash paid for interestCash paid for interest$14,805 $5,208 
Cash paid for interest
Cash paid for interest
Excise taxes paid during the periodExcise taxes paid during the period$1,000 $470 
Summary of non-cash financing transactions:Summary of non-cash financing transactions:
Dividends/distributions paid through DRIP share issuances
Dividends/distributions paid through DRIP share issuances
Dividends/distributions paid through DRIP share issuancesDividends/distributions paid through DRIP share issuances$334 $126 
Share repurchases payable
Share repurchases payable
Share repurchases payable
See accompanying notes.

7


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments
March 31, 20232024
(Amounts in thousands, except share amounts)


Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.8% Cash05/2107/25$10,868 $10,814 $10,868 1.0 %(5) (6) (7) (19)
10,868 10,814 10,868 
A.T. Holdings II LTDOther FinancialFirst Lien Senior Secured Term Loan14.3% Cash11/2209/2915,000 15,000 15,000 1.3 %(3) (6) (33)
15,000 15,000 15,000 
Accelerant HoldingsBanking, Finance, Insurance & Real EstateClass A Convertible Preferred Equity (5,000 shares)N/A01/22N/A5,000 5,523 0.5 %(6) (31) (33)
Class B Convertible Preferred Equity (1,667 shares)N/A12/22N/A1,667 1,735 0.2 %(6) (31) (33)
6,667 7,258 
Acclime Holdings HK LimitedBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 11.3% Cash08/2108/272,335 2,273 2,281 0.2 %(3) (5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.75%, 11.6% Cash08/2107/275,165 5,054 5,045 0.5 %(3) (5) (6) (7) (10)
7,500 7,327 7,326 
Accurus Aerospace CorporationAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.8% Cash04/2203/2813,289 13,116 12,731 1.1 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 10.5% Cash04/2203/28830 812 772 0.1 %(6) (7) (8) (33)
Common Stock (262,573.98 shares)N/A04/22N/A263 197 — %(6) (31) (33)
14,119 14,191 13,700 
AcogroupBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 7.5% Cash03/2210/2627,900 27,665 25,752 2.3 %(3) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 4.75%, 7.5% Cash05/2110/261,304 1,446 1,203 0.1 %(3) (5) (6) (7) (13)
29,204 29,111 26,955 
Aesthetics Australia Group Pty Ltd (Laser Clinics Australia Group)Health Care ServicesFirst Lien Senior Secured Term LoanBBSY + 5.75%, 9.1% Cash05/2103/25686 793 679 0.1 %(3) (5) (6) (7) (17)
686 793 679 
Air Comm Corporation, LLCAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.5% Cash06/2107/2724,697 24,327 24,445 2.2 %(5) (6) (7) (9)
24,697 24,327 24,445 
AIT Worldwide Logistics Holdings, Inc.Transportation ServicesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 12.7% Cash05/2104/297,220 7,087 6,996 0.6 %(5) (6) (7) (9)
7,220 7,087 6,996 
AlliA Insurance Brokers NVInsuranceFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.3% Cash3/233/303,041 2,864 2,901 0.3 %(3) (5) (6) (7) (12)
3,041 2,864 2,901 
Amalfi MidcoHealthcareSubordinated Loan NotesLIBOR + 2.00%, 7.0% Cash, 9.0% PIK09/2209/284,917 4,450 4,322 0.4 %(3) (6) (9) (33)
Class B Common Stock (93,165,208 shares)N/A09/22N/A1,040 1,152 0.1 %(3) (6) (31) (33)
Warrants (380,385 units)N/A09/22N/A621 0.1 %(3) (6) (31) (33)
4,917 5,494 6,095 
Amtech LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 9.9% Cash11/2111/272,693 2,622 2,645 0.2 %(5) (6) (7) (8)
RevolverLIBOR + 5.25%, 9.9% Cash11/2111/27(7)(5)— %(6) (7) (8) (33)
2,693 2,615 2,640 

Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.2% Cash05/2107/25$10,756 $10,725 $10,756 0.7 %(5) (6) (7) (8) (17)
10,756 10,725 10,756 
A.T. Holdings II LTDOther FinancialFirst Lien Senior Secured Term Loan14.3% Cash11/2209/2915,000 15,000 13,380 0.8 %(3) (7) (28)
15,000 15,000 13,380 
Accelerant HoldingsBanking, Finance, Insurance & Real EstateClass A Convertible Preferred Equity (5,000 shares)N/A01/22N/A5,000 5,979 0.4 %(7) (26) (28)
Class B Convertible Preferred Equity (1,651 shares)N/A12/22N/A1,667 2,031 0.1 %(7) (26) (28)
6,667 8,010 
Acclime Holdings HK LimitedBusiness ServicesFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.6% Cash08/2108/277,500 7,360 7,440 0.5 %(3) (5) (7) (8) (17)
7,500 7,360 7,440 
Accurus Aerospace CorporationAerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.7% Cash04/2204/2813,189 13,046 12,846 0.8 %(5) (7) (8) (16)
RevolverSOFR + 5.25%, 10.7% Cash04/2204/281,106 1,092 1,070 0.1 %(7) (8) (16) (28) (29)
Common Stock (262,573.98 shares)N/A04/22N/A263 257 — %(7) (26) (28)
14,295 14,401 14,173 
AcogroupBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 4.65%, 8.6% Cash, 2.3% PIK05/2110/261,296 1,447 1,102 0.1 %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanEURIBOR + 4.65%, 8.6% Cash, 2.3% PIK03/2210/2628,292 28,373 24,048 1.5 %(3) (7) (8) (10) (28)
29,588 29,820 25,150 
AD Bidco, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash03/2403/3014,547 14,061 14,057 0.9 %(5) (7) (8) (16) (29)
RevolverSOFR + 6.25%, 11.6% Cash03/2403/30— (46)(47)— %(7) (8) (16) (28) (29)
14,547 14,015 14,010 
Adhefin InternationalIndustrial OtherFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash05/2305/301,790 1,762 1,755 0.1 %(3) (7) (8) (10) (28) (29)
Subordinated Term Loan
EURIBOR +
10.5% PIK,
14.4% PIK
05/2311/30300 297 294 — %(3) (7) (8) (10) (28)
2,090 2,059 2,049 
Aesthetics Australia Group Pty Ltd (Laser Clinics Australia Group)Health Care ServicesFirst Lien Senior Secured Term LoanBBSY + 6.25%, 10.2% Cash05/2103/28668 793 651 — %(3) (5) (7) (8) (14)
668 793 651 
Air Comm Corporation, LLCAerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash06/2107/2724,445 24,163 24,348 1.5 %(5) (6) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash06/2107/271,290 1,259 1,290 0.1 % (7) (8) (16) (28)
25,735 25,422 25,638 
AirX Climate Solutions, Inc.Diversified ManufacturingFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash11/2311/299,174 8,838 8,866 0.5 %(5) (7) (8) (16) (29)
RevolverSOFR + 6.25%, 11.7% Cash11/2311/29355 306 311 — % (7) (8) (16) (28) (29)
9,529 9,144 9,177 
AIT Worldwide Logistics Holdings, Inc.Transportation ServicesSecond Lien Senior Secured Term LoanSOFR + 7.50%, 12.9% Cash05/2104/297,220 7,105 7,179 0.4 %(5) (7) (8) (15)
7,220 7,105 7,179 
AlliA Insurance Brokers NVInsuranceFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.9% Cash03/2303/303,469 3,324 3,469 0.2 %(3) (5) (7) (8) (10) (29)
3,469 3,324 3,469 


8


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyPortfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *NotesPortfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Amalfi MidcoAmalfi MidcoHealthcareSubordinated Loan Notes2.0% Cash, 9.0% PIK09/2209/28$5,488 $4,901 $4,841 0.3 %(3) (7) (28)
Class B
Common Stock
(93,165,208 shares)
N/A09/22N/A1,040 1,177 0.1 %(3) (7) (26) (28)
Warrants
(380,385 units)
N/A09/22N/A644 — %(3) (7) (26) (28)
Americo Chemical Products, LLC
Americo Chemical Products, LLCAmerico Chemical Products, LLCChemicalsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash04/2304/292,764 2,703 2,764 0.2 %(7) (8) (15) (28)
Americo Chemical Products, LLCRevolverSOFR + 5.50%, 10.8% Cash04/2304/29— (30)— — %(7) (8) (15) (28) (29)
Common Stock (262,093 shares)N/A04/23N/A262 278 — %(7) (26)
Amtech LLC
Amtech LLCAmtech LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash11/2111/273,577 3,532 3,506 0.2 %(5) (7) (8) (16)
Amtech LLCFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash03/2411/286,280 6,154 6,154 0.4 %(5) (7) (8) (16)
RevolverSOFR + 5.75%, 11.1% Cash11/2111/27118 103 99 — % (7) (8) (16) (28) (29)
AnalytiChem Holding GmbH
AnalytiChem Holding GmbHChemicalsFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.6% Cash11/2110/28$1,338 $1,424 $1,290 0.1 %(3) (5) (6) (7) (16)AnalytiChem Holding GmbHChemicalsFirst Lien Senior Secured Term LoanBBSY + 6.25%, 10.6% Cash11/2110/281,303 1,424 1,424 1,284 1,284 0.1 0.1 %(3) (5) (7) (8) (13)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash11/2110/286,799 6,851 6,554 0.6 %(3) (5) (6) (7) (12)First Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash11/2110/286,758 6,872 6,872 6,659 6,659 0.4 0.4 %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash04/2210/287,367 7,245 7,102 0.6 %(3) (5) (6) (7) (12)First Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash04/2210/287,323 7,269 7,269 7,216 7,216 0.4 0.4 %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanEURIBOR + 7.00%, 9.2% Cash01/2310/282,261 2,142 2,193 0.2 %(3) (5) (6) (7) (12)First Lien Senior Secured Term LoanEURIBOR + 7.00%, 11.1% Cash01/2310/282,247 2,152 2,152 2,238 2,238 0.1 0.1 %(3) (5) (7) (8) (10)
AnalytiChem Holding GmbHFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.9% Cash06/2210/281,283 1,283 1,237 0.1 %(3) (5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash11/2110/28951 951 917 0.1 %(3) (5) (6) (7) (9)
RevolverEURIBOR + 6.00%, 8.2% Cash04/2210/23(4)(17)— %(3) (6) (7) (12) (33)
19,999 19,892 19,276 
AnalytiChem Holding GmbHFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash11/2110/28951 951 937 0.1 %(3) (5) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash06/2210/281,283 1,283 1,265 0.1 %(3) (5) (7) (8) (16)
19,865
19,865
Anju Software, Inc.
Anju Software, Inc.Anju Software, Inc.Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 7.25%, 12.1% Cash05/2102/251,414 1,411 1,152 0.1 %(5) (6) (7) (8)Anju Software, Inc.Application SoftwareSuper Senior Secured Term Loan10.0% PIK10/2306/2597 92 92 91 91 — — %(5) (7) (29)
1,414 1,411 1,152 First Lien Senior Secured Term Loan8.0% PIK05/2106/251,410 1,409 1,409 288 288 — — %(5) (7) (27)
Anju Software, Inc.
APC1 Holding
APC1 HoldingAPC1 HoldingDiversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.0% Cash07/2207/292,499 2,306 2,446 0.2 % (3) (5) (6) (7) (12)Diversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 5.45%, 9.4% Cash07/2207/292,484 2,316 2,316 2,454 2,454 0.1 0.1 % (3) (5) (7) (8) (10)
2,499 2,306 2,446 
Apex Bidco LimitedApex Bidco LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSONIA + 6.25%, 10.0% Cash05/2101/27418 471 418 — %(3) (5) (6) (7) (22)
Apex Bidco Limited
Apex Bidco LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSONIA + 5.75%, 10.9% Cash05/2101/27427 472 427 — %(3) (5) (7) (8) (18)
Apex Bidco LimitedFirst Lien Senior Secured Term LoanSONIA + 6.50%, 11.7% Cash10/2301/27873 820 873 0.1 %(3) (5) (7) (8) (18)
Apex Bidco LimitedBusiness Equipment & Services418 471 418 
APOG Bidco Pty LtdAPOG Bidco Pty LtdHealthcareSecond Lien Senior Secured Term LoanBBSY + 7.25%, 10.9% Cash04/2203/301,086 1,191 1,055 0.1 %(3) (5) (6) (7) (15)
APOG Bidco Pty LtdAPOG Bidco Pty LtdHealthcare1,086 1,191 1,055 
APOG Bidco Pty LtdHealthcareSecond Lien Senior Secured Term LoanBBSY + 7.25%, 11.8% Cash04/2203/301,058 1,194 1,050 0.1 %(3) (5) (7) (8) (12)
Aptus 1829. GmbH
Aptus 1829. GmbHAptus 1829. GmbHChemicals, Plastics, and RubberFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.3% Cash09/2109/272,507 2,650 2,139 0.2 %(3) (5) (6) (7) (13)Aptus 1829. GmbHChemicals, Plastics, and RubberFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash, 1.5% PIK09/2109/272,362 2,519 2,519 2,066 2,066 0.1 0.1 %(3) (5) (7) (8) (11)
Preferred Stock (14 shares)N/A09/21N/A12 — — %(3) (6) (31) (33)Aptus 1829. GmbH
Preferred Stock
(14 shares)
N/A09/21N/A122 — — %(3) (7) (26) (28)
Common Stock (49 shares)N/A09/21N/A122 22 — %(3) (6) (31) (33)
Common Stock
(49 shares)
N/A09/21N/A12 — — — — %(3) (7) (26) (28)
2,507 2,784 2,161 
Apus Bidco LimitedApus Bidco LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSONIA + 5.50%, 9.7% Cash05/2103/281,175 1,311 1,148 0.1 %(3) (5) (6) (7) (23)
Apus Bidco LimitedApus Bidco LimitedBanking, Finance, Insurance & Real Estate1,175 1,311 1,148 
AQA Acquisition Holding IncHigh Tech IndustriesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 12.5% Cash05/2103/297,460 7,292 7,237 0.6 %(5) (6) (7) (9)
7,460 7,292 7,237 
Apus Bidco LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSONIA + 5.75%, 10.9% Cash05/2103/281,201 1,316 1,193 0.1 %(3) (5) (7) (8) (18)
Aquavista Watersides 2 LTDTransportation ServicesFirst Lien Senior Secured Term LoanSONIA + 6.00%, 8.9% Cash12/2112/282,890 2,991 2,746 0.2 %(3) (5) (6) (7) (23)
Second Lien Senior Secured Term LoanSONIA + 10.5% PIK12/2112/28717 750 685 0.1 %(3) (6) (7) (23) (33)
3,607 3,741 3,431 
Arc EducationConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.8% Cash07/2207/296,258 5,595 6,066 0.5 %(3) (5) (6) (7) (12)
6,258 5,595 6,066 
ArchimedeConsumer ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.3% Cash05/2110/2714,667 14,249 14,389 1.3 %(3) (5) (6) (7) (12)
14,667 14,249 14,389 

9


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyPortfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *NotesPortfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
AQA Acquisition Holding IncAQA Acquisition Holding IncHigh Tech IndustriesSecond Lien Senior Secured Term LoanSOFR + 7.50%, 12.9% Cash05/2103/29$7,460 $7,315 $7,460 0.5 %(5) (7) (8) (16)
Aquavista Watersides 2 LTD
Aquavista Watersides 2 LTDAquavista Watersides 2 LTDTransportation ServicesFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.2% Cash12/2112/282,953 3,015 2,710 0.2 %(3) (5) (7) (8) (19) (29)
Second Lien Senior Secured Term LoanSONIA + 10.5% PIK, 15.7% PIK12/2112/28847 867 799 — %(3) (7) (8) (19) (28)
Arc Education
Arc Education
Arc EducationConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.6% Cash07/2207/292,569 2,400 2,515 0.2 %(3) (5) (7) (8) (10) (29)
Archimede
Archimede
ArchimedeConsumer ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash05/2110/2714,580 14,829 14,144 0.9 %(3) (5) (7) (8) (10)
Argus Bidco Limited
Argus Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.5% Cash07/2207/29$899 $832 $877 0.1 %(3) (5) (6) (7) (12)Argus Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.7% Cash07/2207/29628 623 623 600 600 — — %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.5% Cash08/2207/291,937 1,823 1,890 0.2 %(3) (5) (6) (7) (12)First Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.7% Cash08/2207/291,957 1,854 1,854 1,871 1,871 0.1 0.1 %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.5% Cash09/2207/29666 615 650 0.1 %(3) (5) (6) (7) (12)First Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.7% Cash09/2207/29672 626 626 643 643 — — %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanSOFR + 6.50%, 11.3% Cash07/2207/29259 253 253 — %(3) (5) (6) (7) (19)First Lien Senior Secured Term LoanSOFR + 4.00%, 9.3% Cash, 3.3% PIK07/2207/29268 262 262 256 256 — — %(3) (5) (7) (8) (16)
First Lien Senior Secured Term LoanSONIA + 6.50%, 10.7% Cash07/2207/293,287 3,038 3,164 0.3 %(3) (5) (6) (7) (22)First Lien Senior Secured Term LoanSONIA + 6.75%, 11.9% Cash07/2207/29— (14)(14)(32)(32)— — %(3) (5) (7) (8) (18) (29)
First Lien Senior Secured Term Loan10.5% PIK07/2207/291,093 1,023 1,069 0.1 %(3) (6) (33)Second Lien Senior Secured Term Loan10.5% PIK07/2207/291,612 1,517 1,517 1,515 1,515 0.1 0.1 %(3) (5) (7) (28)
Argus Bidco LimitedPreferred Stock (83,120 shares)10.0% PIK07/22N/A103 105 — %(3) (6) (33)
Equity Loan Notes (83,120 units)10.0% PIK07/22N/A103 105 — %(3) (6) (33)
Common Stock (929 shares)N/A07/22N/A— — %(3) (6) (31) (33)
8,141 7,791 8,113 
Argus Bidco LimitedPreferred Stock (83,120 shares)10.0% PIKFirst Lien Senior Secured Term Loan10.0% PIK07/22N/A114 92 — %(3) (7) (28)
Equity Loan Notes (83,120 units)10.0% PIK07/22N/A114 92 — %(3) (7) (28)
Common Stock
(929 shares)
N/A07/22N/A— — %(3) (7) (26) (28)
Armstrong Transport Group (Pele Buyer, LLC)
Armstrong Transport Group (Pele Buyer, LLC)Air Freight & LogisticsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.7% Cash10/2206/245,960 5,861 5,846 0.5 %(5) (6) (7) (20)Air Freight & LogisticsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.4% Cash05/2112/253,927 3,920 3,920 3,750 3,750 0.2 0.2 %(5) (6) (7) (8) (16)
Armstrong Transport Group (Pele Buyer, LLC)First Lien Senior Secured Term LoanLIBOR + 5.50%, 10.0% Cash05/2106/244,020 3,983 3,952 0.4 %(5) (6) (7) (9)First Lien Senior Secured Term LoanSOFR + 5.50%, 11.4% Cash10/2212/255,779 5,761 5,761 5,519 5,519 0.3 0.3 %(6) (7) (8) (16)
9,980 9,844 9,798 
ASC Communications, LLCASC Communications, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.9% Cash07/2207/2712,128 11,947 11,971 1.1 %(5) (6) (7) (18)
ASC Communications, LLCASC Communications, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 4.85%, 10.2% Cash07/2207/274,242 4,194 4,242 0.3 %(5) (7) (8) (15)
ASC Communications, LLCRevolverSOFR + 4.75%, 10.1% Cash07/2207/27— (7)— — %(7) (8) (15) (28) (29)
ASC Communications, LLCMedia & EntertainmentClass A Units (15,285.8 units)N/A07/22N/A321 408 — %(6) (33)Class A Units (15,285.8 units)N/A07/22N/A321 447 447 — — %(7)
12,128 12,268 12,379 
ASPEQ Heating Group LLCBuilding Products, Air & HeatingFirst Lien Senior Secured Term LoanSOFR + 4.25%, 9.2% Cash05/2111/251,593 1,585 1,593 0.1 %(5) (6) (7) (18)
1,593 1,585 1,593 
Astra Bidco Limited
Astra Bidco Limited
Astra Bidco LimitedAstra Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.75%, 9.9% Cash11/2111/282,449 2,557 2,393 0.2 %(3) (5) (6) (7) (22)HealthcareFirst Lien Senior Secured Term LoanSONIA + 5.25%, 10.4% Cash11/2111/282,991 3,055 3,055 2,970 2,970 0.2 0.2 %(3) (5) (7) (8) (18) (29)
2,449 2,557 2,393 
ATL II MRO Holdings Inc.
ATL II MRO Holdings Inc.ATL II MRO Holdings Inc.TransportationFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.9% Cash11/2211/2812,469 12,172 12,219 1.1 %(5) (6) (7) (19)ATL II MRO Holdings Inc.TransportationFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash11/2211/2820,009 19,548 19,548 19,509 19,509 1.2 1.2 %(5) (7) (8) (16)
RevolverSOFR + 5.50%, 9.9% Cash11/2211/28— (59)(50)— % (6) (7) (19) (33)RevolverSOFR + 5.75%, 11.1% Cash11/2211/28— (50)(50)(63)(63)— — %(7) (8) (16) (28) (29)
12,469 12,113 12,169 
Audio Precision, Inc.Audio Precision, Inc.High Tech IndustriesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash05/2110/242,713 2,995 2,658 0.2 %(5) (6) (7) (12)
Audio Precision, Inc.Audio Precision, Inc.High Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 10.2% Cash05/2110/244,918 4,888 4,820 0.4 %(5) (6) (7) (9)High Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash05/2110/247,543 7,838 7,838 7,317 7,317 0.4 0.4 %(5) (6) (7) (8) (16)
7,631 7,883 7,478 
Auxi InternationalAuxi InternationalCommercial FinanceFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.1% Cash05/2112/26326 358 285 — %(3) (5) (6) (7) (13)
Auxi InternationalAuxi InternationalCommercial Finance326 358 285 
Avalign Holdings, Inc.Health Care SuppliesFirst Lien Senior Secured Term LoanSOFR + 4.50%, 9.5% Cash05/2112/251,786 1,783 1,705 0.2 %(5) (6) (7) (18)
1,786 1,783 1,705 
Auxi InternationalCommercial FinanceFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash05/2112/26324 359 300 — %(3) (5) (7) (8) (11)
Avance Clinical Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 4.50%, 8.3% Cash11/2111/272,758 2,825 2,673 0.2 %(3) (5) (6) (7) (17)
2,758 2,825 2,673 
AWP Group Holdings, Inc.Business ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.9% Cash05/2112/271,465 1,446 1,446 0.1 %(5) (6) (7) (19)
1,465 1,446 1,446 

10


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyPortfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *NotesPortfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Azalea Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.1% Cash11/2111/27$4,548 $4,460 $4,487 0.4 %(5) (6) (7) (9)
RevolverLIBOR + 5.25%, 10.1% Cash11/2111/27— (8)(5)— %(6) (7) (9) (33)
Subordinated Term Loan12.0% PIK11/2105/281,474 1,453 1,447 0.1 %(6) (33)
Common Stock (192,307.7 shares)N/A11/21N/A192 172 — %(6) (31) (33)
Avance Clinical Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.00%, 9.4% Cash11/2111/27$2,597 $2,749 $2,345 0.1 %(3) (5) (7) (8) (14) (29)
Avance Clinical Bidco Pty Ltd
AWP Group Holdings, Inc.
AWP Group Holdings, Inc.
AWP Group Holdings, Inc.Business ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash05/2112/291,925 1,897 1,914 0.1 %(6) (7) (8) (16) (28) (29)
Azalea Buyer, Inc.Azalea Buyer, Inc.Technology6,022 6,097 6,101 
First Lien Senior Secured Term LoanEURIBOR + 5.00%, 7.8% Cash11/2111/282,825 2,859 2,794 0.2 %(3) (5) (6) (7) (13)
2,825 2,859 2,794 
Azalea Buyer, Inc.Azalea Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.7% Cash11/2111/274,819 4,749 4,819 0.3 %(5) (7) (8) (16) (29)
RevolverSOFR + 5.25%, 10.7% Cash11/2111/27— (6)— — %(7) (8) (16) (28) (29)
Subordinated Term Loan12.0% PIK11/2105/281,659 1,640 1,627 0.1 %(7) (28)
Common Stock (192,307.7 shares)N/A11/21N/A192 300 — %(7) (26) (28)
Bariacum S.A.
Bariacum S.A.
Bariacum S.A.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.6% Cash11/2111/283,780 3,852 3,757 0.2 %(3) (5) (7) (8) (11)
Benify (Bennevis AB)
Benify (Bennevis AB)
Benify (Bennevis AB)Benify (Bennevis AB)High Tech IndustriesFirst Lien Senior Secured Term LoanSTIBOR + 5.25%, 8.5% Cash05/2107/26343 423 343 — %(3) (5) (6) (7) (24)High Tech IndustriesFirst Lien Senior Secured Term LoanSTIBOR + 5.25%, 9.3% Cash05/2107/26308 392 392 308 308 — — %(3) (5) (7) (8) (20)
343 423 343 
Bestop, Inc.Bestop, Inc.Auto Parts & EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.6% Cash05/2101/253,510 3,506 3,131 0.3 %(5) (6) (7) (19)
Bestop, Inc.Bestop, Inc.Auto Parts & Equipment3,510 3,506 3,131 
Bestop, Inc.Auto Parts & EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash05/2101/253,314 3,312 3,305 0.2 %(5) (7) (8) (16)
Beyond Risk Management, Inc.
Beyond Risk Management, Inc.
Beyond Risk Management, Inc.Beyond Risk Management, Inc.Other FinancialFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 9.3% Cash10/2110/272,545 2,502 2,495 0.2 %(5) (6) (7) (8)Other FinancialFirst Lien Senior Secured Term LoanSOFR + 4.50%, 9.9% Cash10/2110/272,934 2,913 2,913 2,916 2,916 0.2 0.2 %(5) (7) (8) (16) (29)
2,545 2,502 2,495 
BidwaxBidwaxNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.6% Cash05/2102/284,998 5,327 4,893 0.4 %(3) (5) (6) (7) (13)
BidwaxBidwaxNon-durable Consumer Goods4,998 5,327 4,893 
BidwaxNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanEURIBOR + 6.45%, 10.5% Cash05/2102/284,968 5,346 4,940 0.3 %(3) (5) (7) (8) (11) (28)
BigHand UK Bidco Limited
BigHand UK Bidco LimitedBigHand UK Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.3% Cash05/2101/28322 317 318 — %(3) (5) (6) (7) (19)BigHand UK Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash05/2101/28322 318 318 299 299 — — %(3) (5) (7) (8) (16) (28)
First Lien Senior Secured Term LoanSONIA + 5.75%, 9.9% Cash05/2101/28386 430 382 — %(3) (5) (6) (7) (22)First Lien Senior Secured Term LoanSONIA + 5.75%, 10.9% Cash05/2101/28395 432 432 367 367 — — %(3) (5) (7) (8) (18)
708 747 700 
Biolam GroupBiolam GroupConsumer Non-cyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.1% Cash12/2212/293,930 3,660 3,732 0.3 %(3) (5) (6) (7) (12)
Biolam GroupBiolam GroupConsumer Non-cyclical3,930 3,660 3,732 
Biolam GroupConsumer Non-cyclicalFirst Lien Senior Secured Term LoanEURIBOR + 4.25%, 5.5% Cash, 2.8% PIK12/2212/293,365 3,345 2,756 0.2 %(3) (5) (7) (8) (10) (29)
BNI Global, LLC
BNI Global, LLC
BNI Global, LLCOther IndustrialFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.6% Cash02/2405/2734,757 34,064 33,975 2.1 %(5) (7) (8) (9)
Bounteous, Inc.
Bounteous, Inc.
Bounteous, Inc.Bounteous, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.2% Cash08/2108/278,360 8,192 7,519 0.7 %(5) (6) (7) (8)TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.7% Cash08/2108/2710,417 10,293 10,293 9,938 9,938 0.6 0.6 %(5) (6) (7) (8) (16)
8,360 8,192 7,519 
BPG Holdings IV CorpBPG Holdings IV CorpDiversified ManufacturingFirst Lien Senior Secured Term LoanSOFR + 6.0%, 10.9% Cash03/2307/2924,000 22,566 22,560 2.0 %(6) (7) (19) (33)
BPG Holdings IV CorpBPG Holdings IV CorpDiversified Manufacturing24,000 22,566 22,560 
BPG Holdings IV CorpDiversified ManufacturingFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash03/2307/2915,780 14,944 14,833 0.9 %(7) (8) (16) (28)
Bridger Aerospace Group Holdings, LLC
Bridger Aerospace Group Holdings, LLCBridger Aerospace Group Holdings, LLCEnvironmental IndustriesMunicipal Revenue Bond11.5% Cash07/2209/2732,980 32,980 34,586 3.1 %(33)Bridger Aerospace Group Holdings, LLCEnvironmental IndustriesMunicipal Revenue Bond11.5% Cash07/2209/2732,980 32,980 32,980 33,931 33,931 2.1 2.1 %(28)
Preferred Stock- Series C (17,725 shares)7.0% PIK07/22N/A17,533 18,011 1.6 %(6) (33)
Preferred Stock- Series A
(17,725 shares)
7.0% PIK07/22N/A18,857 17,189 17,189 1.0 1.0 %(7) (28)
32,980 50,513 52,597 
Brightline Trains Florida LLCBrightline Trains Florida LLCTransportationSenior Secured Note8.0% Cash08/2101/288,000 8,000 7,040 0.6 %(6) (33)
Brightline Trains Florida LLCBrightline Trains Florida LLCTransportation8,000 8,000 7,040 
Brightpay LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.3% Cash10/2110/283,133 3,207 3,010 0.3 %(3) (5) (6) (7) (12)
3,133 3,207 3,010 
Brightline Trains Florida LLCTransportationSenior Secured Note8.0% Cash08/2101/288,000 8,000 8,000 0.5 %(7) (28)
BrightSign LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.9% Cash10/2110/2710,553 10,470 10,464 0.9 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 10.7% Cash10/2110/271,109 1,100 1,099 0.1 %(6) (7) (9) (33)
LLC Units (923,857.7 units)N/A10/21N/A924 1,266 0.1 %(6) (31) (33)
11,662 12,494 12,829 
British Engineering Services Holdco LimitedCommercial Services & SuppliesFirst Lien Senior Secured Term LoanSONIA + 7.00%, 10.7% Cash05/2112/277,256 7,581 7,091 0.6 %(3) (5) (6) (7) (23)
7,256 7,581 7,091 

11


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyPortfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *NotesPortfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Brightpay LimitedBrightpay LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.9% Cash10/2110/28$3,115 $3,217 $3,077 0.2 %(3) (5) (7) (8) (10) (29)
BrightSign LLC
BrightSign LLCBrightSign LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash10/2110/2710,446 10,380 10,352 0.6 %(6) (7) (8) (16)
BrightSign LLCRevolverSOFR + 5.75%, 11.2% Cash10/2110/27887 880 877 0.1 %(7) (8) (16) (28) (29)
LLC Units (923,857.7 units)N/A10/21N/A924 841 0.1 %(7) (26)
British Engineering Services Holdco Limited
British Engineering Services Holdco Limited
British Engineering Services Holdco LimitedCommercial Services & SuppliesFirst Lien Senior Secured Term LoanSONIA + 6.75%, 12.5% Cash05/2112/277,536 7,736 7,536 0.5 %(3) (5) (7) (8) (19) (29)
Bucharest Bidco Limited
Bucharest Bidco LimitedBucharest Bidco LimitedHotel, Gaming and LeisureFirst Lien Senior Secured GBP Term LoanSONIA + 7.00%, 10.2% Cash05/2107/26$813 $824 $709 0.1 %(3) (6) (23) (33)Bucharest Bidco LimitedHotel, Gaming and LeisureFirst Lien Senior Secured Term LoanSONIA + 7.28%, 12.5% Cash05/2107/26779 804 804 710 710 — — %(3) (7) (19) (28)
First Lien Senior Secured USD Term LoanLIBOR + 7.00%, 12.1% Cash05/2107/26175 157 152 — %(3) (6) (10) (33)First Lien Senior Secured Term LoanSOFR + 7.00%, 12.3% Cash05/2107/26175 164 164 159 159 — — %(3) (7) (17) (28)
988 981 861 
Burgess Point Purchaser Corporation
Burgess Point Purchaser CorporationBurgess Point Purchaser CorporationAuto Parts & EquipmentSecond Lien Senior Secured Term LoanSOFR + 9.00%, 13.9% Cash07/2207/304,545 4,375 4,405 0.4 %(5) (6) (7) (18)Burgess Point Purchaser CorporationAuto Parts & EquipmentSecond Lien Senior Secured Term LoanSOFR + 9.00%, 14.4% Cash07/2207/304,545 4,392 4,392 4,482 4,482 0.3 0.3 %(5) (7) (8) (15)
LP Units (455 units)N/A07/22N/A455 478 — %(6) (31) (33)LP Units (455 units)N/A07/22N/A455 485 485 — — %(7) (26) (28)
4,545 4,830 4,883 
BVI Medical, Inc.BVI Medical, Inc.HealthcareSecond Lien Senior Secured Term LoanEURIBOR + 9.50%, 12.5% Cash06/2206/265,991 5,602 5,812 0.5 %(5) (6) (7) (12)
BVI Medical, Inc.BVI Medical, Inc.Healthcare5,991 5,602 5,812 
BVI Medical, Inc.HealthcareSecond Lien Senior Secured Term LoanEURIBOR + 9.50%, 13.4% Cash06/2206/265,955 5,657 5,753 0.4 %(5) (7) (8) (10)
CAi Software, LLC
CAi Software, LLCCAi Software, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.4% Cash12/2112/288,966 8,814 8,679 0.8 %(5) (6) (7) (9)CAi Software, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash12/2112/2816,315 16,041 16,041 15,989 15,989 1.0 1.0 %(5) (6) (7) (8) (16)
First Lien Senior Secured Term LoanLIBOR +6.25%, 11.4% Cash07/2212/281,374 1,349 1,330 0.1 %(5) (6) (7) (9)CAi Software, LLCFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash07/2212/281,360 1,341 1,341 1,333 1,333 0.1 0.1 %(6) (7) (8) (16)
RevolverLIBOR + 6.25%, 11.4% Cash12/2112/28— (15)(30)— %(6) (7) (9) (33)RevolverSOFR + 6.25%, 11.6% Cash12/2112/28— (67)(67)(75)(75)— — %(7) (8) (16) (28) (29)
10,340 10,148 9,979 
Canadian Orthodontic Partners Corp.Canadian Orthodontic Partners Corp.HealthcareFirst Lien Senior Secured Term LoanCDOR + 7.00%, 3.5% Cash, 8.5% PIK06/2103/264,119 4,572 3,703 0.3 %(3) (5) (6) (7) (26)
Class A Equity (500,000 units)N/A05/22N/A389 — — %(3) (6) (31) (33)
Canadian Orthodontic Partners Corp.Canadian Orthodontic Partners Corp.HealthcareClass C - Warrants (74,712.64 units)N/A05/22N/A— — — %(3) (6) (31) (33)Canadian Orthodontic Partners Corp.HealthcareFirst Lien Senior Secured Term Loan3.5% Cash, CDOR + 3.5% PIK, 9.0% PIK06/2103/264,446 4,907 4,907 2,903 2,903 0.2 0.2 %(3) (5) (7) (8) (22) (27)
4,119 4,961 3,703 
Class A Equity (500,000 units)N/A05/22N/A389 — — %(3) (7) (26) (28)
Class C - Warrants (74,712.64 units)N/A05/22N/A— — — %(3) (7) (26) (28)
Class X Equity (45,604 units)Class X Equity (45,604 units)N/A05/22N/A35 — — %(3) (7) (26) (28)
4,446
Caribou Holding Company, LLC
Caribou Holding Company, LLCCaribou Holding Company, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 7.64%, 12.5% Cash04/2204/273,907 3,858 3,867 0.3 %(3) (5) (6) (7) (19)Caribou Holding Company, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 7.64%, 13.0% Cash04/2204/273,907 3,868 3,868 3,836 3,836 0.2 0.2 %(3) (5) (7) (8) (16)
LLC Units (616,844 units)N/A04/22N/A617 592 0.1 %(3) (6) (31) (33)
LLC Units
(616,844 units)
N/A04/22N/A617 919 919 0.1 0.1 %(3) (7) (26) (28)
3,907 4,475 4,459 
Carlson Travel, IncBusiness Travel ManagementCommon Stock (125,349 shares)N/A06/22N/A2,538 1,050 0.1 %(5) (31)
Series A Convertible Preferred (6,270 units)15.0% PIK01/23N/A— 545 522 — %(5) (31)
3,083 1,572 
Cascade Residential Services LLC
Cascade Residential Services LLCCascade Residential Services LLCElectricFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash10/2310/297,347 7,040 7,321 0.4 %(5) (7) (8) (16) (29)
RevolverSOFR + 5.25%, 10.6% Cash10/2310/29— (30)(3)— %(7) (8) (16) (28) (29)
CCF Buyer, LLC
CCF Buyer, LLCCCF Buyer, LLCFood & BeverageFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash02/242/301,180 1,091 1,090 0.1 %(5) (7) (8) (17) (29)
CCF Buyer, LLCRevolverSOFR + 5.75%, 11.2% Cash02/242/30— (20)(20)— %(7) (8) (17) (28) (29)
LLC Units (224 units)N/A02/24N/A224 224 — %(7) (26) (28)
Centralis Finco S.a.r.l.
Centralis Finco S.a.r.l.
Centralis Finco S.a.r.l.Centralis Finco S.a.r.l.Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.8% Cash05/2104/27415 396 399 — %(3) (5) (6) (7) (12)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.2% Cash05/2104/27747 713 713 737 737 — — %(3) (5) (7) (8) (10) (28)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.9% Cash05/2104/2770 64 68 — %(3) (5) (6) (7) (12)
485 460 467 
Ceres Pharma NVPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.1% Cash10/2110/284,602 4,620 4,479 0.4 %(3) (5) (6) (7) (13)
4,602 4,620 4,479 
CGI Parent, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash02/2202/2816,957 16,672 16,490 1.5 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanSOFR + 4.75%, 9.7% Cash12/2202/282,128 2,067 2,070 0.2 %(5) (6) (7) (19)
RevolverLIBOR + 4.75%, 9.5% Cash02/2202/28— (28)(45)— %(6) (7) (8) (33)
Preferred Stock (551shares)N/A02/22N/A551 1,030 0.1 %(6) (7) (31) (33)
19,085 19,262 19,545 
Chambers Global Holdings LimitedData Processing & Outsourced ServicesFirst Lien Senior Secured Term LoanSONIA + 5.50%, 9.4% Cash05/2101/261,182 1,333 1,171 0.1 %(3) (5) (6) (7) (22)
1,182 1,333 1,171 

12


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyPortfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *NotesPortfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Ceres Pharma NVCeres Pharma NVPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.9% Cash10/2110/28$4,574 $4,639 $4,498 0.3 %(3) (5) (7) (8) (11)
CGI Parent, LLC
CGI Parent, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.7% Cash02/2202/2820,830 20,423 20,405 1.2 %(5) (7) (8) (16)
First Lien Senior Secured Term LoanFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.7% Cash12/2202/282,107 2,056 2,064 0.1 %(5) (7) (8) (16)
RevolverRevolverSOFR + 5.25%, 10.7% Cash02/2202/28— (22)(34)— %(7) (8) (16) (28) (29)
Preferred Stock
(657 shares)
Preferred Stock
(657 shares)
N/A02/22N/A722 1,244 0.1 %(7) (26) (28)
22,937
Classic Collision (Summit Buyer, LLC)
Classic Collision (Summit Buyer, LLC)Classic Collision (Summit Buyer, LLC)Auto Collision Repair CentersFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.7% Cash05/2101/26$18,488 $18,249 $18,308 1.6 %(5) (6) (7) (19)Classic Collision (Summit Buyer, LLC)Auto Collision Repair CentersFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.5% Cash05/2101/2612,518 12,408 12,408 12,459 12,459 0.8 0.8 %(5) (6) (7) (8) (16) (29)
First Lien Senior Secured Term LoanSOFR +5.75%, 10.7% Cash05/2104/261,065 1,049 1,053 0.1 %(5) (6) (7) (19)Classic Collision (Summit Buyer, LLC)First Lien Senior Secured Term LoanSOFR + 5.25%, 10.5% Cash05/2101/279,512 9,264 9,264 9,437 9,437 0.6 0.6 %(5) (6) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 5.75%, 10.7% Cash05/2107/24— (82)(50)— %(5) (6) (7) (19)First Lien Senior Secured Term LoanSOFR + 5.25%, 10.5% Cash05/2104/261,200 1,190 1,190 1,194 1,194 0.1 0.1 %(5) (7) (8) (16)
19,553 19,216 19,311 
CM Acquisition Holding Inc.CM Acquisition Holding Inc.Internet & Direct MarketingFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.8% Cash05/2105/2510,785 10,761 10,418 0.9 %(5) (6) (7) (19)
CM Acquisition Holding Inc.CM Acquisition Holding Inc.Internet & Direct Marketing10,785 10,761 10,418 
Coastal Marina Holdings, LLCOther FinancialSubordinated Term Loan8.0% Cash11/2111/318,310 7,765 7,779 0.7 %(6) (33)
Subordinated Term Loan10.0% PIK11/2111/313,308 3,109 3,097 0.3 %(6) (33)
LLC Units (1,018,869 units)N/A11/21N/A4,547 5,359 0.5 %(6) (31) (33)
11,618 15,421 16,235 
CM Acquisition Holding Inc.Internet & Direct MarketingFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.2% Cash05/2105/2510,673 10,660 10,374 0.6 %(5) (7) (8) (16)
Cobham Slip Rings SAS
Cobham Slip Rings SAS
Cobham Slip Rings SASCobham Slip Rings SASDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.4% Cash11/2111/283,091 3,030 3,048 0.3 %(3) (5) (6) (7) (9)Diversified ManufacturingFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash11/2111/283,091 3,042 3,042 3,091 3,091 0.2 0.2 %(3) (5) (7) (8) (16)
3,091 3,030 3,048 
Command Alkon (Project Potter Buyer, LLC)Command Alkon (Project Potter Buyer, LLC)SoftwareFirst Lien Senior Secured Term LoanSOFR + 7.75%, 12.6% Cash05/2104/2711,729 11,550 11,537 1.0 % (5) (6) (7) (18)
Command Alkon (Project Potter Buyer, LLC)Command Alkon (Project Potter Buyer, LLC)Software11,729 11,550 11,537 
Command Alkon (Project Potter Buyer, LLC)SoftwareFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.1% Cash05/2104/2711,609 11,469 11,534 0.7 %(6) (7) (8) (15)
Compass Precision, LLC
Compass Precision, LLCCompass Precision, LLCAerospace & DefenseSenior Subordinated Term Loan11.0% Cash, 1.0% PIK04/2204/28379 373 370 — %(5) (6)Compass Precision, LLCAerospace & DefenseSenior Subordinated Term Loan11.0% Cash, 1.0% PIK04/2204/28643 634 634 621 621 — — %(5) (7) (28)
LLC Units (46,085.6 units)N/A04/22N/A125 164 — %(6) (31) (33)
LLC Units
(46,085.6 units)
N/A04/22N/A125 145 145 — — %(7) (26)
379 498 534 
Comply365, LLCComply365, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.6% Cash04/2204/287,114 6,991 7,018 0.6 %(5) (6) (7) (20)
Comply365, LLCComply365, LLCTechnologyRevolverSOFR + 5.75%, 10.6% Cash04/2204/28— (10)(8)— %(6) (7) (20) (33)Comply365, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash04/2204/286,893 6,794 6,794 6,768 6,768 0.4 0.4 %(5) (7) (8) (16)
7,114 6,981 7,010 Comply365, LLCFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash04/2212/2917,410 17,074 17,074 17,093 17,093 1.0 1.0 %(5) (7) (8) (16)
RevolverSOFR + 5.00%, 10.4% Cash04/2212/29— (8)(10)— % (7) (8) (16) (28) (29)
Comply365, LLC
Contabo Finco
S.À.R.L.
Contabo Finco
S.À.R.L.
Contabo Finco
S.À.R.L.
Internet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.5% Cash10/2210/2910,515 9,410 10,290 0.9 %(3) (5) (6) (7) (12)Internet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.2% Cash10/2210/2910,452 9,442 9,442 10,452 10,452 0.6 0.6 %(3) (5) (7) (8) (10)
10,515 9,410 10,290 
Core Scientific, Inc.Core Scientific, Inc.TechnologyFirst Lien Senior Secured Term Loan13.0% Cash03/2203/2516,798 16,784 8,516 0.8 %(6) (32) (33)
Core Scientific, Inc.Core Scientific, Inc.Technology
Warrants
(13,130 units)
N/A01/2401/2714 17 — %(3) (26) (28)
Core Scientific, Inc.
Warrants
(10,941 units)
N/A01/2401/2916 26 (3) (26) (28)
Core Scientific, Inc.TechnologyCommon Stock (51,846 shares)N/A09/22N/A168 16 — %(31) (33)Common Stock (2,709,982 shares)N/A01/24N/A9,377 9,593 9,593 0.6 0.6 %(3) (26) (28)
16,798 16,952 8,532 
Cosmelux InternationalCosmelux InternationalCommodity ChemicalsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.8% Cash05/2107/24880 972 880 0.1 %(3) (5) (6) (7) (13)
Cosmelux InternationalCosmelux InternationalCommodity Chemicals880 972 880 
Cosmelux InternationalCommodity ChemicalsFirst Lien Senior Secured Term LoanEURIBOR + 4.50%, 8.4% Cash05/2107/25875 976 875 0.1 %(3) (5) (7) (8) (10)
Coyo Uprising GmbH
Coyo Uprising GmbHCoyo Uprising GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.3% Cash, 3.5% PIK09/2109/2810,196 10,670 10,051 0.9 %(3) (5) (6) (7) (13)Coyo Uprising GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 3.25%, 6.3% Cash, 3.4% PIK09/2109/2810,646 11,223 11,223 10,319 10,319 0.6 0.6 %(3) (5) (7) (8) (10) (29)
Class A Units (531 units)N/A09/21N/A248 244 — %(3) (6) (31) (33)Coyo Uprising GmbH
Class A Units
(531 units)
N/A09/21N/A248 252 252 — — %(3) (7) (26) (28)
Class B Units (231 units)N/A09/21N/A538 622 0.1 %(3) (6) (31) (33)
Class B Units
(231 units)
N/A09/21N/A538 558 558 — — %(3) (7) (26) (28)
10,196 11,456 10,917 
CVL 3Capital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.3% Cash12/2112/284,129 4,198 4,062 0.4 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.5% Cash12/2112/282,480 2,427 2,440 0.2 %(3) (5) (6) (7) (19)
6,609 6,625 6,502 

13


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyPortfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *NotesPortfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
CTI Foods Holdings Co., LLCCTI Foods Holdings Co., LLCFood & Beverage2024 First Out Term LoanSOFR + 10.00%, 15.3% PIK02/2405/26$3,750 $3,564 $3,750 0.2 %(7) (8) (16) (28)
2024 LIFO Term LoanSOFR + 10.00%, 15.3% PIK02/2405/267,500 7,136 7,500 0.5 %(7) (8) (16) (28)
First Out Term LoanSOFR + 10.00%, 15.3% PIK02/2405/261,429 1,429 1,429 0.1 %(7) (8) (16) (28)
Second Out Term LoanSOFR + 12.00%, 17.3% PIK02/2405/261,071 1,071 1,071 0.1 %(7) (8) (16) (28)
Common Stock
(38,751 shares)
N/A02/24N/A— 1,190 0.1 %(7) (26) (28)
CW Group Holdings, LLC
CW Group Holdings, LLC
CW Group Holdings, LLCCW Group Holdings, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.9% Cash05/2101/27$4,076 $4,011 $4,051 0.4 %(5) (6) (7) (8)High Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash05/2101/274,035 3,986 3,986 4,035 4,035 0.2 0.2 % (5) (7) (8) (16)
4,076 4,011 4,051 
DataServ Integrations, LLC
DataServ Integrations, LLCDataServ Integrations, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.8% Cash11/2211/281,913 1,863 1,867 0.2 % (5) (6) (7) (19)DataServ Integrations, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash11/2211/281,894 1,852 1,852 1,866 1,866 0.1 0.1 %(5) (7) (8) (16) (28) (29)
Partnership Units (96,153.8 units)N/A11/22N/A96 100 — %(6) (31) (33)Partnership Units (96,153.8 units)N/A11/22N/A96 97 97 — — %(7) (26) (28)
1,913 1,959 1,967 
DecksDirect, LLCDecksDirect, LLCBuilding MaterialsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.9% Cash12/2112/26682 671 674 0.1 %(5) (6) (7) (8)
DecksDirect, LLCDecksDirect, LLCBuilding MaterialsFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash12/2112/261,660 1,631 1,626 0.1 %(5) (7) (8) (15)
DecksDirect, LLCBuilding MaterialsRevolverLIBOR + 6.00%, 10.9% Cash12/2112/26— (3)(3)— %(6) (7) (8) (33)DecksDirect, LLCRevolverSOFR + 6.25%, 11.7% Cash12/2112/26211 206 206 204 204 — — % (7) (8) (15) (28) (29)
Common Stock (1,280.8 shares)N/A12/21N/A55 51 — %(6) (31) (33)Common Stock (1,280.8 shares)N/A12/21N/A55 48 48 — — %(7) (26) (28)
682 723 722 
Direct Travel, Inc.Lodging & CasinosFirst Lien Senior Secured Term LoanSOFR + 8.50%, 13.5% Cash05/2110/255,944 5,572 5,944 0.5 %(6) (7) (19) (33)
Super Senior Secured Term LoanSOFR +6.00%, 10.8% Cash05/2110/25406 406 406 — %(6) (7) (19) (33)
6,350 5,978 6,350 
DISA Holdings Corp.
DISA Holdings Corp.DISA Holdings Corp.Other IndustrialFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.2% Cash11/2209/285,691 5,491 5,507 0.5 % (5) (6) (7) (18)DISA Holdings Corp.Other IndustrialFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash11/2209/2810,413 10,157 10,157 10,218 10,218 0.6 0.6 % (5) (6) (7) (8) (15) (29)
RevolverSOFR + 5.50%, 10.2% Cash11/2209/28— (12)(11)— % (6) (7) (18) (33)RevolverSOFR + 5.00%, 10.3% Cash11/2209/28— (23)(23)(19)(19)— — % (7) (8) (15) (28) (29)
5,691 5,479 5,496 
Dragon BidcoDragon BidcoTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.4% Cash05/2104/28543 592 534 — %(3) (5) (6) (7) (13)
Dragon BidcoDragon BidcoTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 9.7% Cash05/2104/28761 745 748 0.1 %(3) (5) (6) (7) (13)TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash05/2104/281,296 1,341 1,341 1,286 1,286 0.1 0.1 %(3) (5) (7) (8) (11)
1,304 1,337 1,282 
DreamStart Bidco SAS (d/b/a SmartTrade)
DreamStart Bidco SAS (d/b/a SmartTrade)
DreamStart Bidco SAS (d/b/a SmartTrade)DreamStart Bidco SAS (d/b/a SmartTrade)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.3% Cash05/2103/27869 947 869 0.1 %(3) (5) (6) (7) (12)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.2% Cash05/2103/27864 950 950 864 864 0.1 0.1 %(3) (5) (7) (8) (10) (28)
869 947 869 
Dune GroupDune GroupHealth Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.0% Cash09/2109/28305 275 244 — %(3) (5) (6) (7) (12)
Dune GroupDune GroupHealth Care EquipmentFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash09/2109/284,825 4,756 4,665 0.4 %(3) (5) (6) (7) (9)Dune GroupHealth Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.9% Cash09/2109/28303 291 291 259 259 — — %(3) (5) (7) (8) (10) (29)
5,130 5,031 4,909 Dune GroupFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash09/2109/284,825 4,767 4,767 4,666 4,666 0.3 0.3 %(3) (5) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash09/2109/28510 510 493 — %(3) (5) (7) (8) (16)
Dune Group
Dunlipharder B.V.
Dunlipharder B.V.Dunlipharder B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.2% Cash06/2206/281,000 987 989 0.1 %(3) (5) (6) (7) (19)TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.10%, 11.4% Cash06/2206/281,000 989 989 1,000 1,000 0.1 0.1 %(3) (5) (7) (8) (16)
1,000 987 989 
Dwyer Instruments, Inc.Dwyer Instruments, Inc.ElectricFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.2% Cash07/2107/2725,376 24,887 24,928 2.2 %(5) (6) (7) (9) (19)
Dwyer Instruments, Inc.Dwyer Instruments, Inc.Electric25,376 24,887 24,928 
Dwyer Instruments, Inc.Dwyer Instruments, Inc.ElectricFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash07/2107/2721,650 21,363 21,650 1.3 %(5) (6) (7) (8) (16) (29)
First Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash12/2307/27130 125 130 — %(5) (7) (8) (16)
Echo Global Logistics, Inc.
Echo Global Logistics, Inc.Echo Global Logistics, Inc.Air TransportationSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.9% Cash11/2111/2916,433 16,182 16,121 1.4 %(5) (6) (7) (8)Echo Global Logistics, Inc.Air TransportationSecond Lien Senior Secured Term LoanSOFR + 7.25%, 12.4% Cash11/2111/2916,433 16,210 16,210 16,055 16,055 1.0 1.0 %(5) (7) (8) (16)
Partnership Equity (448.2 units)N/A11/21N/A448 548 — %(6) (31) (33)Partnership Equity (448.2 units)N/A11/21N/A448 401 401 — — %(7) (26) (28)
16,433 16,630 16,669 
EFC InternationalEFC InternationalAutomotiveSenior Unsecured Term Loan11.0% Cash, 2.5% PIK03/2305/23663 643 643 0.1 %(6) (33)
EFC InternationalEFC InternationalAutomotiveSenior Unsecured Term Loan11.0% Cash, 2.5% PIK03/2305/28677 659 664 — %(7) (28)
EFC InternationalAutomotiveCommon Stock (141.19 shares)N/A03/23N/A199 199 — %(6) (31) (33)Common Stock (141.2 shares)N/A03/23N/A199 292 292 — — %(7) (26)
663 842 842 
Ellkay, LLCHealthcare and PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.4% Cash09/2109/275,756 5,666 5,701 0.5 %(5) (6) (7) (9)
5,756 5,666 5,701 

14


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyPortfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *NotesPortfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Ellkay, LLCEllkay, LLCHealthcare and PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash, 2.0% PIK09/2109/27$5,698 $5,626 $5,077 0.3 %(6) (7) (8) (16)
EMI Porta Holdco LLC
EMI Porta Holdco LLCEMI Porta Holdco LLCDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 11.1% Cash12/2112/27$19,274 $18,831 $18,458 1.6 %(5) (6) (7) (9)EMI Porta Holdco LLCDiversified ManufacturingFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash12/2112/2719,079 18,824 18,824 18,068 18,068 1.1 1.1 %(5) (6) (7) (8) (16)
RevolverLIBOR + 5.75%, 11.1% Cash12/2112/271,607 1,567 1,530 0.1 %(6) (7) (9) (33)RevolverSOFR + 5.75%, 11.2% Cash12/2112/272,492 2,460 2,460 2,357 2,357 0.1 0.1 % (7) (8) (16) (28) (29)
20,881 20,398 19,988 
Entact Environmental Services, Inc.Entact Environmental Services, Inc.Environmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.9% Cash05/2112/251,797 1,786 1,793 0.2 %(5) (6) (7) (9)
Entact Environmental Services, Inc.Entact Environmental Services, Inc.Environmental Industries1,797 1,786 1,793 
Entact Environmental Services, Inc.Environmental IndustriesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash05/2112/251,953 1,941 1,930 0.1 %(5) (6) (7) (8) (16)
EPS NASS Parent, Inc.
EPS NASS Parent, Inc.
EPS NASS Parent, Inc.EPS NASS Parent, Inc.Electrical Components & EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.9% Cash05/2104/282,172 2,137 2,156 0.2 %(5) (6) (7) (9)Electrical Components & EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash05/2104/282,150 2,122 2,122 2,074 2,074 0.1 0.1 %(6) (7) (8) (16) (28)
2,172 2,137 2,156 
ERES GroupERES GroupBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 7.3% Cash05/2107/26272 302 272 — %(3) (5) (6) (7) (11)
ERES GroupERES GroupBanking, Finance, Insurance & Real Estate272 302 272 
ERES GroupBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.9% Cash05/2107/26216 242 216 — %(3) (5) (7) (8) (10)
eShipping, LLC
eShipping, LLCeShipping, LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.8% Cash11/2111/274,465 4,374 4,476 0.4 %(5) (6) (7) (8)eShipping, LLCTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash11/2111/274,428 4,371 4,371 4,428 4,428 0.3 0.3 %(5) (6) (7) (8) (15)
RevolverLIBOR + 5.00%, 9.8% Cash11/2111/27— (11)— — %(6) (7) (8) (33)RevolverSOFR + 5.00%, 10.4% Cash11/2111/27135 126 126 135 135 — — % (7) (8) (15) (28) (29)
4,465 4,363 4,476 
Eurofins Digital Testing International LUX Holding SARLEurofins Digital Testing International LUX Holding SARLTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 9.7% Cash12/2212/291,507 1,348 1,390 0.1 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanSOFR + 7.00%, 12.1% Cash12/2212/29766 746 748 0.1 %(3) (5) (6) (7) (19)
First Lien Senior Secured Term LoanSONIA + 6.75%, 10.8% Cash12/2212/292,231 2,159 2,176 0.2 %(3) (5) (6) (7) (22)Eurofins Digital Testing International LUX Holding SARLTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 4.50%, 8.4% Cash, 2.8% PIK12/2212/291,547 1,477 1,477 1,154 1,154 0.1 0.1 %(3) (5) (7) (8) (10)
Eurofins Digital Testing International LUX Holding SARLTechnologySecond Lien Senior Secured Term Loan11.5% PIK12/2212/30556 525 542 — %(3) (6) (33)
5,060 4,778 4,856 
First Lien Senior Secured Term LoanEURIBOR + 7.00%, 10.9% Cash12/2212/29— (59)(678)— %(3) (5) (7) (8) (10) (29)
First Lien Senior Secured Term LoanSOFR + 4.50%, 9.8% Cash, 2.8% PIK12/2212/29799 781 596 — %(3) (5) (7) (8) (16)
Senior Subordinated Term LoanEurofins Digital Testing International LUX Holding SARLSenior Subordinated Term Loan11.5% PIK12/2212/30642 616 — — %(3) (7) (28)
2,988
Events Software BidCo Pty Ltd
Events Software BidCo Pty Ltd
Events Software BidCo Pty LtdEvents Software BidCo Pty LtdTechnologyFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.3% Cash03/2203/281,716 1,856 1,523 0.1 %(3) (5) (6) (7) (17)TechnologyFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.9% Cash03/2203/281,623 1,812 1,812 1,452 1,452 0.1 0.1 %(3) (5) (7) (8) (14) (29)
1,716 1,856 1,523 
Express Wash Acquisition Company, LLC
Express Wash Acquisition Company, LLCExpress Wash Acquisition Company, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.4% Cash07/2207/287,164 7,035 6,770 0.6 %(5) (6) (7) (18)Express Wash Acquisition Company, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.8% Cash07/2207/286,358 6,262 6,262 6,390 6,390 0.4 0.4 %(5) (7) (8) (16)
RevolverSOFR + 6.50%, 11.4% Cash07/2207/28140 136 126 — %(6) (7) (18) (33)RevolverSOFR + 6.50%, 11.8% Cash07/2207/28140 136 136 140 140 — — %(7) (8) (16) (28) (29)
7,304 7,171 6,896 
F24 (Stairway BidCo Gmbh)F24 (Stairway BidCo Gmbh)Software ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.0% Cash05/2108/27398 437 387 — %(3) (5) (6) (7) (12)
F24 (Stairway BidCo Gmbh)F24 (Stairway BidCo Gmbh)Software ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.0% Cash05/2108/282,949 2,842 2,876 0.3 %(3) (5) (6) (7) (12)Software ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.5% Cash05/2108/273,381 3,344 3,344 3,381 3,381 0.2 0.2 %(3) (5) (7) (8) (10) (28)
3,347 3,279 3,263 
FaradayFaradayHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.6% Cash01/2301/303,310 3,170 3,165 0.3 %(3) (5) (6) (7) (12)
FaradayFaradayHealthcare3,310 3,170 3,165 
Findex Group LimitedFinance CompaniesFirst Lien Senior Secured Term LoanBBSY + 5.50%, 7.9% Cash03/2308/272,418 2,294 2,297 0.2 %(3) (5) (6) (7) (16)
2,418 2,294 2,297 
FaradayHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash01/2301/30266 216 229 — %(3) (5) (7) (8) (10) (29)
FineLine Technologies, inc.Consumer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.9% Cash05/2102/283,435 3,390 3,384 0.3 %(5) (6) (7) (9)
3,435 3,390 3,384 
Finaxy Holding
FinexvetConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.5% Cash03/2203/292,444 2,389 2,383 0.2 %(3) (5) (6) (7) (13)
Finexvet2,444 2,389 2,383 
FinThrive Software Intermediate Holdings Inc.Business Equipment & ServicesPreferred Stock (3,188.51 shares)11.0% PIK03/22N/A3,823 3,239 0.3 %(5) (6)
3,823 3,239 
Finaxy HoldingFinaxy HoldingBankingFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.1% Cash11/2311/304,924 4,755 4,817 0.3 %(3) (5) (7) (8) (10)
Subordinated Term Loan10.3% PIK11/2305/311,336 1,296 1,313 0.1 %(3) (7) (28)
Fitzmark, Inc.Cargo & TransportationFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 9.5% Cash05/2112/264,249 4,195 4,197 0.4 %(5) (6) (7) (9)
4,249 4,195 4,197 
Findex Group Ltd
Findex Group Ltd
Findex Group LtdFinance CompaniesFirst Lien Senior Secured Term LoanBBSY + 5.25%, 9.6% Cash03/2312/262,355 2,320 2,277 0.1 %(3) (5) (7) (8) (13)
Fineline Technologies, Inc.
Fineline Technologies, Inc.
Fineline Technologies, Inc.Consumer ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash05/2102/283,374 3,338 3,374 0.2 %(6) (7) (8) (16)

15


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyPortfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *NotesPortfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
FinexvetFinexvetConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.9% Cash03/2203/29$7,343 $7,286 $7,141 0.4 %(3) (7) (8) (10) (28)
First Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.9% Cash03/2203/292,430 2,419 2,363 0.1 %(3) (5) (7) (8) (10)
FinThrive Software Intermediate Holdings Inc.
FinThrive Software Intermediate Holdings Inc.
FinThrive Software Intermediate Holdings Inc.Business Equipment & ServicesPreferred Stock (3,188.51 shares)11.0% PIK03/22N/A4,267 2,740 0.2 %(5) (7)
Fitzmark, Inc.
Fitzmark, Inc.
Fitzmark, Inc.Cargo & TransportationFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.2% Cash05/2112/264,205 4,165 4,146 0.3 %(6) (7) (8) (15) (28)
Five Star Holding LLC
Five Star Holding LLCFive Star Holding LLCPackagingSecond Lien Senior Secured Term LoanSOFR + 7.25%, 12.4% Cash05/2205/30$7,152 $7,021 $7,052 0.6 %(5) (6) (7) (19)Five Star Holding LLCPackagingSecond Lien Senior Secured Term LoanSOFR + 7.25%, 12.5% Cash05/2205/307,152 7,035 7,035 7,059 7,059 0.4 0.4 %(5) (7) (8) (16)
LLC Units (505.1 units)N/A05/22N/A505 502 — %(6) (31) (33)
LLC Units
(505.1 units)
N/A05/22N/A505 405 405 — — %(7) (26)
7,152 7,526 7,554 
Flavor Producers, LLCFlavor Producers, LLCPackaged Foods & MeatsFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.6% Cash, 1.8% PIK05/2112/24897 886 826 0.1 %(5) (6) (7) (8)
Flavor Producers, LLCFlavor Producers, LLCPackaged Foods & Meats897 886 826 
Flavor Producers, LLCPackaged Foods & MeatsFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash, 1.8% PIK05/2112/25902 902 824 0.1 %(5) (7) (8) (16)
Flexential Issuer, LLC
Flexential Issuer, LLC
Flexential Issuer, LLCFlexential Issuer, LLCInformation TechnologyStructured Secured Note - Class C6.9% Cash11/2111/5110,000 9,278 8,362 0.7 %(33)Information TechnologyStructured Secured Note - Class C6.9% Cash11/2111/5110,000 9,292 9,292 8,924 8,924 0.5 0.5 %(28)
10,000 9,278 8,362 
Flywheel Re Segregated Portfolio 2022-4Flywheel Re Segregated Portfolio 2022-4Investment FundsPreferred Stock (3,202,747 shares)N/A08/22N/A3,203 3,235 0.3 %(3) (6) (31) (33)
Flywheel Re Segregated Portfolio 2022-4
Flywheel Re Segregated Portfolio 2022-4Investment FundsPreferred Stock (4,713,810 shares)N/A08/22N/A4,714 5,892 0.4 %(3) (7) (26) (28)
Flywheel Re Segregated Portfolio 2022-4Investment Funds3,203 3,235 
Footco 40 LimitedFootco 40 LimitedMedia & EntertainmentFirst Lien Senior Secured Term LoanSONIA + 5.75%, 10.4% Cash04/2204/291,759 1,789 1,694 0.2 %(3) (5) (6) (7) (22)
Footco 40 LimitedFootco 40 LimitedMedia & Entertainment1,759 1,789 1,694 
Footco 40 LimitedMedia & EntertainmentFirst Lien Senior Secured Term LoanSONIA + 6.75%, 11.7% Cash04/2204/291,840 1,849 1,779 0.1 %(3) (5) (7) (8) (18) (29)
Forest Buyer, LLC
Forest Buyer, LLCHealthcareFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash03/2403/26— (25)(25)— %(5) (7) (8) (16) (29)
First Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash03/2403/303,175 3,096 3,095 0.2 %(5) (7) (8) (16)
RevolverRevolverSOFR + 5.75%, 11.1% Cash03/2403/30— (15)(15)— %(7) (8) (16) (28) (29)
Class A LLC Units (295 units)Class A LLC Units (295 units)N/A03/24N/A295 295 — %(7) (26)
Class B LLC Units (295 units)Class B LLC Units (295 units)N/A03/24N/A— — — %(7) (26)
3,175
Fortis Payment Systems, LLC
Fortis Payment Systems, LLC
Fortis Payment Systems, LLCFortis Payment Systems, LLCOther FinancialFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.2% Cash10/2202/261,571 1,518 1,517 0.1 %(5) (6) (7) (18)Other FinancialFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash10/2202/2617,470 17,073 17,073 17,024 17,024 1.0 1.0 %(5) (7) (8) (16) (28) (29)
1,571 1,518 1,517 
FragilePak LLCFragilePak LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.9% Cash05/2105/239,134 8,860 9,134 0.8 %(5) (6) (7) (9)
FragilePak LLCFragilePak LLCTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.3% Cash05/2105/279,065 8,920 8,249 0.5 %(5) (7) (8) (16)
FragilePak LLCTransportation ServicesPartnership Units (929.7 units)N/A05/21N/A929 1,169 0.1 %(6) (31) (33)Partnership Units (929.7 units)N/A05/21N/A930 409 409 — — %(7) (26)
9,134 9,789 10,303 
Front Line Power Construction LLCConstruction MachineryFirst Lien Senior Secured Term LoanLIBOR + 12.50%, 17.4% Cash11/2111/281,366 1,266 1,509 0.1 %(6) (7) (9)
Common Stock (250,004 shares)N/A11/21N/A116 36 — %(31) (33)
1,366 1,382 1,545 
FSS Buyer LLC
FSS Buyer LLCFSS Buyer LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.6% Cash08/2108/2824,471 24,076 24,240 2.2 %(5) (6) (7) (8)FSS Buyer LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash08/2108/2824,222 23,895 23,895 24,222 24,222 1.5 1.5 %(5) (6) (7) (8) (16)
LP Interest (2,902.3 units)N/A08/21N/A29 44 — %(6) (31) (33)FSS Buyer LLC
LP Interest
(2,902.3 units)
N/A08/21N/A29 37 37 — — %(7) (26)
LP Units (12,760.8 units)N/A08/21N/A128 193 — %(6) (31) (33)
LP Units
(12,760.8 units)
N/A08/21N/A128 161 161 — — %(7) (26)
24,471 24,233 24,477 
GB Eagle Buyer, Inc.GB Eagle Buyer, Inc.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.2% Cash12/2212/2820,915 20,319 20,322 1.8 %(5) (6) (7) (19) (34)
GB Eagle Buyer, Inc.GB Eagle Buyer, Inc.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash12/2212/2812,776 12,462 12,904 0.8 %(7) (8) (16) (28)
GB Eagle Buyer, Inc.Capital GoodsRevolverSOFR + 6.50%, 11.2% Cash12/2212/28— (92)(92)— %(6) (7) (19) (33)GB Eagle Buyer, Inc.RevolverSOFR + 6.25%, 11.6% Cash12/2212/28— (76)(76)— — — — %(7) (8) (16) (28) (29)
Partnership Units (859 units)N/A12/22N/A859 858 0.1 %(6) (31) (33)Partnership Units (859 units)N/A12/22N/A859 1,166 1,166 0.1 0.1 %(7) (26) (28)
20,915 21,086 21,088 
Glacis Acquisition S.A.R.L.Transportation ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.9% Cash05/2107/232,739 2,671 2,739 0.2 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.9% Cash05/2107/251,238 1,376 1,238 0.1 %(3) (5) (6) (7) (13)
3,977 4,047 3,977 
Global Academic Group LimitedIndustrial OtherFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.4% Cash07/2207/272,471 2,505 2,414 0.2 %(3) (5) (6) (7) (16)
First Lien Senior Secured Term LoanBKBM + 6.00%, 10.2% Cash07/2207/274,318 4,209 4,208 0.4 %(3) (5) (6) (7) (27)
6,789 6,714 6,622 
GPNZ II GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.9% Cash, 1.0% PIK06/2206/29468 445 426 — %(3) (5) (6) (7) (11)
468 445 426 

16


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyPortfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *NotesPortfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Glacis Acquisition S.A.R.L.Glacis Acquisition S.A.R.L.Transportation ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash05/2107/25$8,147 $8,226 $8,111 0.5 %(3) (5) (7) (8) (11) (29)
Global Academic Group Limited
Global Academic Group LimitedGlobal Academic Group LimitedIndustrial OtherFirst Lien Senior Secured Term LoanBBSY + 6.00%, 10.3% Cash07/2207/272,407 2,519 2,375 0.1 %(3) (5) (7) (8) (13)
First Lien Senior Secured Term LoanBKBM + 6.00%, 11.7% Cash07/2207/274,128 4,235 4,069 0.2 %(3) (5) (7) (8) (23) (29)
Gojo Industries, Inc.
Gojo Industries, Inc.
Gojo Industries, Inc.Industrial OtherFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash, 4.5% PIK10/2310/2825,154 24,457 24,465 1.5 %(7) (8) (16) (28)
GPNZ II GmbH
GPNZ II GmbHGPNZ II GmbHHealthcareFirst Lien Senior Secured Term Loan
EURIBOR + 6.00%,
9.8% Cash
06/2206/29465 446 220 — %(3) (5) (7) (8) (9) (27)
GPNZ II GmbHFirst Lien Senior Secured Term Loan10.0% PIK06/2206/29158 159 158 — %(3) (7) (27) (28) (29)
Common Stock (5,785 shares)N/A10/23N/A— — — %(3) (5) (7) (26)
Graphpad Software, LLC
Graphpad Software, LLCGraphpad Software, LLCInternet Software & ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.6% Cash11/2104/27$16,089 $15,943 $15,566 1.4 %(5) (6) (7) (9)Graphpad Software, LLCInternet Software & ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash11/2104/2718,557 18,442 18,442 18,510 18,510 1.1 1.1 %(5) (7) (8) (16)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.1% Cash05/2104/2710,904 10,904 10,730 1.0 %(5) (6) (7) (9)First Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash05/2104/2710,790 10,790 10,790 10,790 10,790 0.7 0.7 %(6) (7) (8) (16)
26,993 26,847 26,296 
Greenhill II BVGreenhill II BVTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.4% Cash07/2207/29752 672 731 0.1 %(3) (5) (6) (7) (12)
Greenhill II BVGreenhill II BVTechnology752 672 731 
Greenhill II BVTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.2% Cash07/2207/29888 815 888 0.1 %(3) (5) (7) (8) (10) (29)
Groupe Guemas
Groupe Guemas
Groupe GuemasBrokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.1% Cash10/2309/302,517 2,405 2,458 0.1 %(3) (5) (7) (8) (11)
Groupe Product Life
Groupe Product Life
Groupe Product LifeGroupe Product LifeConsumer Non-cyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.3% Cash10/2210/291,589 1,384 1,533 0.1 %(3) (5) (6) (7) (12)Consumer Non-cyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash10/2210/292,695 2,518 2,518 2,661 2,661 0.2 0.2 %(3) (5) (7) (8) (10)
1,589 1,384 1,533 
Gusto Aus BidCo Pty LtdGusto Aus BidCo Pty LtdConsumer Non-cyclicalFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.2% Cash10/2210/282,181 2,018 2,119 0.2 %(3) (5) (6) (7) (17)
Gusto Aus BidCo Pty LtdGusto Aus BidCo Pty LtdConsumer Non-cyclical2,181 2,018 2,119 
Gusto Aus BidCo Pty LtdConsumer Non-cyclicalFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.9% Cash10/2210/282,179 2,085 2,109 0.1 %(3) (5) (7) (8) (13) (29)
Healthe Care Specialty Pty Ltd
Healthe Care Specialty Pty Ltd
Healthe Care Specialty Pty LtdHealthe Care Specialty Pty LtdHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanBBSY + 5.00%, 8.8% Cash05/2110/24973 1,109 939 0.1 %(3) (5) (6) (7) (17)Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanBBSY + 5.00%, 9.4% Cash05/2110/24363 428 428 363 363 — — %(3) (5) (7) (8) (14)
973 1,109 939 
HeartHealth Bidco Pty LtdHeartHealth Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 4.75%, 8.5% Cash09/2209/28619 570 593 0.1 %(3) (5) (6) (7) (16)
HeartHealth Bidco Pty LtdHeartHealth Bidco Pty LtdHealthcare619 570 593 
Subordinated Term Loan11.0% PIK11/2111/23659 644 648 0.1 %(6) (33)
Heartland Veterinary Partners, LLCHealthcareSubordinated Term Loan11.0% PIK11/2112/285,517 5,415 5,442 0.5 %(6) (33)
HealthcareFirst Lien Senior Secured Term LoanBBSY + 5.25%, 9.6% Cash09/2209/28664 636 629 — %(3) (5) (7) (8) (13) (29)
HeartHealth Bidco Pty Ltd
Heartland Veterinary Partners, LLCHeartland Veterinary Partners, LLCHealthcare6,176 6,059 6,090 
First Lien Senior Secured Term LoanLIBOR + 4.75%, 9.9% Cash05/2108/257,072 6,997 6,988 0.6 %(5) (6) (7) (9)
Heartland, LLCBusiness Services7,072 6,997 6,988 
Heartland Veterinary Partners, LLCHeartland Veterinary Partners, LLCHealthcareSubordinated Term Loan11.0% PIK11/2112/286,942 6,844 6,241 0.4 %(7) (28)
6,942
6,942
Heavy Construction Systems Specialists, LLC
Heavy Construction Systems Specialists, LLCHeavy Construction Systems Specialists, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash11/2111/2722,807 22,440 22,560 2.0 %(5) (6) (7) (8)Heavy Construction Systems Specialists, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash11/2111/2722,522 22,229 22,229 22,427 22,427 1.4 1.4 %(5) (6) (7) (8) (15)
RevolverLIBOR + 5.75%, 10.1% Cash11/2111/27— (34)(24)— %(6) (7) (8) (33)RevolverSOFR + 5.50%, 10.8% Cash11/2111/27— (27)(27)(9)(9)— — %(7) (8) (15) (28) (29)
22,807 22,406 22,536 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))InsuranceFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 7.7% Cash05/2109/269,004 9,700 8,851 0.8 %(3) (5) (6) (7) (12)
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))Insurance9,004 9,700 8,851 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))InsuranceFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.6% Cash05/2109/268,951 9,738 8,414 0.5 %(3) (5) (7) (8) (11)
HEKA Invest
HEKA Invest
HEKA InvestHEKA InvestTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.5% Cash10/2210/2910,178 8,930 9,914 0.9 %(3) (5) (6) (7) (12)TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash10/2210/294,069 3,592 3,592 4,069 4,069 0.2 0.2 %(3) (5) (7) (8) (10) (29)
10,178 8,930 9,914 
HemaSource, Inc.Health Care DistributorsFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.7% Cash05/2107/237,520 7,510 7,490 0.7 %(5) (6) (7) (9)
7,520 7,510 7,490 
Home Care Assistance, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.9% Cash05/2103/271,539 1,517 1,412 0.1 %(5) (6) (7) (18)
1,539 1,517 1,412 
Honour Lane Logistics Holdings LimitedTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.25%, 9.5% Cash04/2211/2817,500 17,040 17,137 1.5 %(3) (5) (6) (7) (20)
17,500 17,040 17,137 
HTI Technology & IndustriesElectronic Component ManufacturingFirst Lien Senior Secured Term LoanSOFR + 8.50%, 13.6% Cash07/2207/2512,161 11,952 11,746 1.0 %(5) (6) (7) (20)
RevolverSOFR + 8.50%, 13.6% Cash07/2207/25— (13)(34)— % (6) (7) (20) (33)
12,161 11,939 11,712 
HW Holdco, LLC (Hanley Wood LLC)AdvertisingFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 10.2% Cash05/2112/247,138 7,105 7,049 0.6 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 5.00%, 9.8% Cash05/2112/246,905 6,823 6,826 0.6 %(5) (6) (7) (8)
14,043 13,928 13,875 

17


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Hygie 31 HoldingPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 7.4% Cash09/2209/29$652 $562 $637 0.1 %(3) (5) (6) (7) (14)
652 562 637 
IM SquareBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 8.5% Cash05/2104/284,563 4,877 4,451 0.4 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.0% Cash12/2205/283,477 3,273 3,391 0.3 %(3) (5) (6) (7) (12)
8,040 8,150 7,842 
Image International Intermediate Holdco II, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.3% Cash05/2107/2424,783 24,697 24,574 2.2 %(5) (6) (7) (8)
24,783 24,697 24,574 
Infoniqa Holdings GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.2% Cash11/2111/284,094 4,165 4,033 0.4 %(3) (5) (6) (7) (13)
4,094 4,165 4,033 
Innovad Group II BVBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.3% Cash05/2104/281,019 1,096 894 0.1 %(3) (5) (6) (7) (13)
1,019 1,096 894 
INOS 19-090 GmbHAerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.40%, 8.1% Cash05/2112/27443 722 665 0.1 %(3) (5) (6) (7) (12)
443 722 665 
Interstellar Group B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 8.3% Cash08/2202/29130 120 127 — %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 5.25%, 8.3% Cash08/2208/292,486 2,265 2,425 0.2 %(3) (5) (6) (7) (12)
2,616 2,385 2,552 
Ipsen International Holding GmbHCapital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 9.5% Cash, 0.5% PIK05/2108/241,161 1,203 1,128 0.1 %(3) (6) (7) (13)
1,161 1,203 1,128 
Iridium Bidco LimitedRadio & TelevisionFirst Lien Senior Secured Term LoanSONIA + 5.00%, 9.2% Cash05/2104/244,719 5,070 4,597 0.4 %(3) (5) (6) (7) (22)
4,719 5,070 4,597 
Isolstar Holding NV (IPCOM)Trading Companies & DistributorsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.8% Cash10/2210/299,330 8,042 8,958 0.8 %(3) (5) (6) (7) (11)
9,330 8,042 8,958 
ITI Intermodal, Inc.Transportation ServicesFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.5% Cash12/2112/278,860 8,478 8,467 0.8 %(5) (6) (7) (19)
RevolverSOFR + 6.50%, 11.5% Cash12/2112/2722 (3)(4)— %(6) (7) (19) (33)
Common Stock (1,433.37 shares)N/A12/21N/A750 750 0.1 %(6) (31) (33)
8,882 9,225 9,213 
Jade Bidco Limited (Jane’s)Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.9% Cash05/2102/293,590 3,553 3,532 0.3 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanSOFR + 5.50%, 9.3% Cash05/2102/2921,245 20,799 20,904 1.9 %(3) (5) (6) (7) (20)
24,835 24,352 24,436 
Jon Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanBKBM + 4.75%, 10.0% Cash03/2203/273,909 4,236 3,824 0.3 %(3) (5) (6) (7) (27)
3,909 4,236 3,824 
Jones Fish Hatcheries & Distributors LLCConsumer ProductsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.5% Cash02/2202/282,785 2,738 2,680 0.2 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanSOFR + 5.75%%, 10.6% Cash02/2202/28696 675 675 0.1 %(6) (7) (20) (33)
RevolverLIBOR + 5.50%, 10.5% Cash02/2202/28— (7)(16)— %(6) (7) (9) (33)
LLC Units (974.68 units)N/A02/22N/A97 162 — %(6) (31) (33)
3,481 3,503 3,501 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
HemaSource, Inc.HealthcareFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash08/2308/29$7,626 $7,448 $7,549 0.5 %(5) (7) (8) (16)
RevolverSOFR + 6.00%, 11.3% Cash08/2308/29576 501 543 — %(7) (8) (16) (28) (29)
Common Stock (184,282 shares)N/A08/23N/A184 193 — %(7) (26) (28)
8,202 8,133 8,285 
Home Care Assistance, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash05/2103/271,525 1,508 1,395 0.1 %(6) (7) (8) (16) (28)
1,525 1,508 1,395 
HomeX Services Group LLCHome ConstructionFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash11/2311/2913,143 12,731 13,100 0.8 %(5) (7) (8) (15) (29)
RevolverSOFR + 5.50%, 10.8% Cash11/2311/29— (64)(7)— % (7) (8) (15) (28) (29)
13,143 12,667 13,093 
Honour Lane Logistics Holdings LimitedTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.10%, 10.3% Cash04/2211/2814,583 14,263 14,015 0.9 %(3) (5) (7) (8) (15)
14,583 14,263 14,015 
HTI Technology & IndustriesElectronic Component ManufacturingFirst Lien Senior Secured Term LoanSOFR + 8.50%, 13.9% Cash07/2207/259,088 8,986 8,861 0.5 %(5) (6) (7) (8) (16) (28) (29)
RevolverSOFR + 8.50%, 13.9% Cash07/2207/25— (7)(24)— %(7) (8) (16) (28) (29)
9,088 8,979 8,837 
HW Holdco, LLC (Hanley Wood LLC)AdvertisingFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash05/2105/26$19,379 $19,231 $18,991 1.2 %(5) (6) (7) (8) (16)
19,379 19,231 18,991 
Hygie 31 HoldingPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.9% Cash09/2209/29497 433 490 — %(3) (5) (7) (8) (11)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.9% Cash09/2209/2997 85 96 — %(3) (7) (8) (11) (28)
594 518 586 
Ice House America, L.L.C.Consumer ProductsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash01/2401/303,672 3,596 3,593 0.2 %(5) (7) (8) (16) (29)
RevolverSOFR + 5.50%, 10.8% Cash01/2401/30101 88 88 — %(7) (8) (16) (28) (29)
LLC Units
(4,504 units)
N/A01/24N/A405 405 — %(7) (26)
3,773 4,089 4,086 
IM SquareBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.55%, 9.5% Cash05/2104/284,536 4,894 4,466 0.3 %(3) (5) (7) (8) (10) (28)
First Lien Senior Secured Term LoanEURIBOR + 6.05%, 10.0% Cash12/2205/283,456 3,289 3,403 0.2 %(3) (5) (7) (8) (10)
7,992 8,183 7,869 
Image International Intermediate Holdco II, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash05/2107/2524,581 24,540 24,502 1.5 %(5) (6) (7) (8) (15)
24,581 24,540 24,502 
Infoniqa Holdings GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.7% Cash11/2111/284,070 4,180 4,070 0.2 %(3) (5) (7) (8) (11)
4,070 4,180 4,070 
Innovad Group II BVBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.4% Cash05/2104/281,013 1,103 995 0.1 %(3) (5) (7) (8) (11) (28) (29)
First Lien Senior Secured Term LoanSARON + 5.75%, 8.0% Cash05/2304/28161 161 158 — %(3) (7) (8) (24) (28)
1,174 1,264 1,153 
INOS 19-090 GmbHAerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.37%, 9.3% Cash05/2112/27661 728 661 — %(3) (5) (7) (8) (10)
661 728 661 

18


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Kano Laboratories LLCChemicals, Plastics & RubberFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 10.1% Cash05/2111/26$2,855 $2,821 $2,808 0.3 %(5) (6) (7) (10)
2,855 2,821 2,808 
Kid Distro Holdings, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.9% Cash10/2110/2723,577 23,205 23,341 2.1 %(5) (6) (7) (9)
LLC Units (1,062,795.2 units)N/A10/21N/A1,064 999 0.1 %(6) (31) (33)
23,577 24,269 24,340 
Kona Buyer, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.6% Cash05/2112/2714,614 14,410 14,399 1.3 %(5) (6) (7) (19)
14,614 14,410 14,399 
KSLB Holdings, LLCBeverage, Food and TobaccoFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 9.4% Cash05/2107/255,948 5,738 5,442 0.5 %(5) (6) (7) (9)
5,948 5,738 5,442 
Lambir Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.3% Cash12/2112/282,222 2,226 2,115 0.2 %(3) (5) (6) (7) (12)
Second Lien Senior Secured Term Loan12.0% PIK12/2106/29706 711 656 0.1 %(3) (6) (33)
2,928 2,937 2,771 
Lattice Group Holdings Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 9.9% Cash05/2205/29709 688 674 0.1 %(3) (5) (6) (7) (19)
RevolverSOFR + 5.75%, 10.1% Cash05/2211/2835 35 34 — %(3) (6) (7) (19) (33)
744 723 708 
LeadsOnline, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR +4.75%, 9.5% Cash02/2202/2812,885 12,697 12,746 1.1 %(5) (6) (7) (9)
RevolverLIBOR + 4.75%, 9.5% Cash02/2202/28— (28)(21)— %(6) (7) (9) (33)
LLC Units (39,370.1 units)N/A02/22N/A39 54 — %(6) (33)
12,885 12,708 12,779 
Liberty Steel Holdings USA Inc.Industrial OtherRevolverSOFR + 4.50%, 9.3% Cash04/2204/257,500 7,449 7,449 0.7 %(5) (6) (7) (19)
7,500 7,449 7,449 
Life Extension Institute, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.3% Cash05/2102/246,962 6,962 6,962 0.6 %(5) (6) (7) (8)
6,962 6,962 6,962 
Listrac Bidco LimitedHealth CareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 9.9% Cash02/2302/27979 946 979 0.1 %(3) (6) (7) (23) (33)
Super Senior Secured Term LoanSONIA + 12.00%, 15.9% Cash02/2308/26167 156 161 — %(3) (6) (7) (23) (33)
Common Stock (255 shares)N/A03/23N/A— 494 421 — %(3) (6) (31) (33)
1,146 1,596 1,561 
LivTech Purchaser, Inc.Business ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.9% Cash05/2112/251,527 1,514 1,502 0.1 %(5) (6) (7) (9)
1,527 1,514 1,502 
Long Term Care Group, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash04/2209/274,179 4,108 3,398 0.3 %(5) (6) (7) (8)
4,179 4,108 3,398 
Marmoutier Holding B.V.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.8% Cash12/2112/24363 331 310 — %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.8% Cash12/2112/281,858 1,890 1,603 0.1 %(3) (5) (6) (7) (13)
RevolverEURIBOR + 5.00%, 7.8% Cash12/2106/2746 42 25 — %(3) (6) (7) (12) (33)
2,267 2,263 1,938 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Interstellar Group B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.9% Cash08/2208/29$3,187 $3,055 $3,156 0.2 %(3) (5) (7) (8) (10) (29)
First Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.9% Cash08/2202/29129 123 128 — %(3) (5) (7) (8) (10)
3,316 3,178 3,284 
InvoCare LimitedConsumer Cyclical ServicesFirst Lien Senior Secured Term LoanBBSY + 6.25%, 10.6% Cash11/2311/294,066 3,951 3,938 0.2 %(3) (5) (7) (8) (13) (29)
4,066 3,951 3,938 
Ipsen International Holding GmbHCapital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.6% Cash, 0.5% PIK05/2108/241,156 1,256 1,156 0.1 %(3) (7) (8) (11) (28)
1,156 1,256 1,156 
Iridium Bidco LimitedRadio & TelevisionFirst Lien Senior Secured Term LoanSONIA + 5.50%, 11.0% Cash05/2104/254,822 5,093 4,658 0.3 %(3) (5) (7) (8) (19)
4,822 5,093 4,658 
Isolstar Holding NV (IPCOM)Trading Companies & DistributorsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash10/2210/2910,438 9,299 10,546 0.6 %(3) (5) (7) (8) (10) (29)
10,438 9,299 10,546 
ISTO Technologies II, LLCHealthcareFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash10/2310/286,903 6,742 6,757 0.4 % (5) (7) (8) (16)
RevolverSOFR + 6.25%, 11.6% Cash10/2310/28— (25)(24)— %(7) (8) (16) (28) (29)
6,903 6,717 6,733 
ITI Intermodal, Inc.Transportation ServicesFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.9% Cash12/2112/2712,272 11,972 12,100 0.7 %(5) (7) (8) (16) (28)
First Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash12/2112/27705 696 690 — %(6) (7) (8) (16)
RevolverSOFR + 6.50%, 11.9% Cash12/2112/27101 72 73 — %(7) (8) (16) (28) (29)
Common Stock (7,500.4 shares)N/A12/21N/A750 764 — %(7) (26)
13,078 13,490 13,627 
Jade Bidco Limited (Jane's)Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.3% Cash05/2102/293,569 3,564 3,569 0.2 %(3) (5) (7) (8) (11)
First Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash05/2102/2921,245 20,864 21,245 1.3 %(3) (5) (7) (8) (17)
24,814 24,428 24,814 
Jon Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanBKBM + 4.50%, 10.2% Cash03/2203/273,894 4,413 3,858 0.2 %(3) (5) (7) (8) (23) (29)
3,894 4,413 3,858 
Jones Fish Hatcheries & Distributors LLCConsumer ProductsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash02/2202/288,043 7,890 7,946 0.5 % (5) (7) (8) (16) (28)
RevolverSOFR + 5.50%, 10.9% Cash02/2202/28— (5)(5)— %(7) (8) (16) (28) (29)
LLC Units
(1,018 units)
N/A02/22N/A107 242 — %(7)
8,043 7,992 8,183 
Kano Laboratories LLCChemicals, Plastics & RubberFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash05/2111/267,202 7,071 7,002 0.4 %(5) (6) (7) (8) (16) (28) (29)
7,202 7,071 7,002 
Kid Distro Holdings, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash10/2110/2723,338 23,030 23,291 1.4 %(5) (6) (7) (8) (16)
LLC Units (1,062,795.2 units)N/A10/21N/A1,064 1,010 0.1 %(7) (26)
23,338 24,094 24,301 
Kona Buyer, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash05/2112/2725,721 25,397 25,335 1.5 %(5) (7) (8) (16)
25,721 25,397 25,335 
KSLB Holdings, LLCBeverage, Food and TobaccoFirst Lien Senior Secured Term LoanSOFR + 4.50%, 10.0% Cash05/2107/255,901 5,778 5,576 0.3 %(5) (7) (8) (16)
5,901 5,778 5,576 

19


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Marshall Excelsior Co.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.5% Cash02/2202/28$5,689 $5,610 $5,619 0.5 %(5) (6) (7) (19)
RevolverPrime + 5.50%, 13.5% Cash02/2202/28835 822 824 0.1 %(6) (7) (30) (33)
6,524 6,432 6,443 
MC Group Ventures CorporationBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.3% Cash07/2106/276,571 6,459 6,509 0.6 %(5) (6) (7) (9)
Partnership Units (560 Units)N/A06/21N/A560 679 0.1 %(6) (31) (33)
6,571 7,019 7,188 
Media Recovery, Inc. (SpotSee)Containers, Packaging & GlassFirst Lien Senior Secured Term LoanSONIA + 6.00%, 10.2% Cash05/2111/25864 972 864 0.1 %(5) (6) (7) (21)
864 972 864 
Median B.V.HealthcareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 9.4% Cash02/2210/276,120 6,522 5,094 0.5 %(3) (5) (7) (23)
6,120 6,522 5,094 
Medical Solutions Parent Holdings, Inc.HealthcareSecond Lien Senior Secured Term LoanSOFR + 7.00%, 12.0% Cash11/2111/294,421 4,383 4,001 0.4 %(5) (7) (19)
4,421 4,383 4,001 
Medplast Holdings, Inc.Health CareSecond Lien Senior Secured Term LoanLIBOR + 7.75%, 12.6% Cash05/2107/269,325 8,755 7,894 0.7 %(5) (7) (8)
9,325 8,755 7,894 
Mercell Holding ASTechnologyFirst Lien Senior Secured Term LoanNIBOR + 6.00%, 9.0% Cash08/2208/292,999 3,129 2,925 0.3 %(3) (5) (6) (29)
Class A Units (114.4 units)N/A08/22N/A111 115 — %(3) (6) (31) (33)
Class B Units (28,943.8 units)N/A08/22N/A— 54 — %(3) (6) (31) (33)
2,999 3,240 3,094 
Mertus 522. GmbHHealth CareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.5% Cash05/2105/263,896 3,926 3,662 0.3 %(3) (5) (6) (7) (13)
3,896 3,926 3,662 
Metis BidCo Pty LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanBBSY + 5.25%, 8.5% Cash05/2104/26382 439 382 — %(3) (5) (6) (16)
382 439 382 
MNS Buyer, Inc.Construction and BuildingFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.5% Cash08/2108/27909 895 792 0.1 %(5) (6) (7) (8)
Partnership Units (76.92 Units)N/A08/21N/A77 25 — %(6) (31) (33)
909 972 817 
Modern Star Holdings Bidco Pty LimitedNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanBBSY + 6.25%, 9.7% Cash05/2112/26774 859 763 0.1 %(3) (5) (6) (7) (15)
774 859 763 
Mold-Rite Plastics, LLCContainers, Packaging & GlassSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.2% Cash09/2109/2913,983 12,756 8,949 0.8 %(5) (6) (7) (10)
13,983 12,756 8,949 
Murphy Midco LimitedMedia, Diversified & ProductionFirst Lien Senior Secured Term LoanSONIA + 5.00%, 8.2% Cash05/2111/27642 704 627 0.1 %(3) (5) (6) (7) (23)
642 704 627 
Music Reports, Inc.Media & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash05/2108/262,441 2,413 2,415 0.2 %(5) (6) (7) (8)
2,441 2,413 2,415 
Napa Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.6% Cash03/2203/2813,139 13,783 12,035 1.1 %(3) (5) (6) (7) (17)
13,139 13,783 12,035 

Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Lambir Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash12/2112/28$2,319 $2,345 $2,134 0.1 %(3) (5) (7) (8) (10) (29)
Second Lien Senior Secured Term Loan12.0% PIK12/2106/29790 803 711 — %(3) (7) (28)
3,109 3,148 2,845 
Lattice Group Holdings Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash05/2205/29727 709 680 — %(3) (5) (7) (8) (17) (29)
RevolverSOFR + 5.75%, 11.1% Cash05/2211/2818 17 16 — %(3) (7) (8) (17) (28) (29)
745 726 696 
LeadsOnline, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash02/2202/2810,795 10,665 10,687 0.7 %(5) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash09/2302/285,873 5,741 5,873 0.4 %(5) (7) (8) (16)
RevolverSOFR + 6.00%, 11.3% Cash02/2202/28— (49)(32)— %(7) (8) (16) (28) (29)
LLC Units
(61,304.4 units)
N/A02/22N/A63 129 — %(7)
16,668 16,420 16,657 
Life Extension Institute, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash05/2102/266,781 6,781 6,781 0.4 %(6) (7) (8) (16)
6,781 6,781 6,781 
Listrac Bidco LimitedHealth CareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.2% Cash02/2302/271,000 946 1,001 0.1 %(3) (7) (8) (19) (28)
Super Senior Secured Term LoanSONIA + 12.00%, 17.2% Cash02/2308/26171 157 171 — %(3) (7) (8) (19) (28)
Common Stock
(255 shares)
N/A03/23N/A494 1,065 0.1 %(3) (7) (26) (28)
1,171 1,597 2,237 
LivTech Purchaser, Inc.Business ServicesFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash05/2112/251,527 1,520 1,524 0.1 %(6) (7) (8) (16) (28)
1,527 1,520 1,524 
Long Term Care Group, Inc.HealthcareFirst Lien Senior Secured Term LoanSOFR + 1.00%, 6.3% Cash, 6.0% PIK04/2209/274,385 4,326 3,753 0.2 %(5) (7) (8) (15)
4,385 4,326 3,753 
Marmoutier Holding B.V.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 6.75% PIK, 10.6% PIK12/2112/282,009 2,062 932 0.1 %(3) (5) (7) (8) (10) (27)
First Lien Senior Secured Term LoanEURIBOR + 6.75% PIK, 10.6% PIK12/2112/24379 353 163 — %(3) (5) (7) (8) (10) (27) (29)
Super Senior Secured Term LoanEURIBOR + 6.00% PIK, 9.9% PIK03/2406/27185 185 185 — %(3) (7) (8) (10) (27) (28)
RevolverEURIBOR + 5.75% PIK, 9.6% PIK12/2112/2850 47 (35)— %(3) (7) (8) (10) (27) (28) (29)
2,623 2,647 1,245 
Marshall Excelsior Co.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash02/2202/285,631 5,568 5,609 0.3 %(5) (7) (8) (16)
RevolverSOFR + 5.50%, 10.8% Cash02/2202/281,065 1,049 1,061 0.1 %(7) (8) (16) (28) (29)
6,696 6,617 6,670 
MB Purchaser, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash01/2401/301,770 1,657 1,652 0.1 %(5) (7) (8) (16) (29)
RevolverSOFR + 4.75%, 10.1% Cash01/2401/30— (16)(16)— %(7) (8) (16) (28) (29)
LLC Units
(175 units)
N/A01/24N/A183 182 — %(7) (26)
1,770 1,824 1,818 

20


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Narda Acquisitionco., Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.7% Cash12/2112/27$4,545 $4,481 $4,341 0.4 %(5) (6) (7) (8)
RevolverLIBOR + 5.50%, 10.3% Cash12/2112/27106 91 58 — % (6) (7) (9) (33)
Class A Preferred Stock (3,708.01 shares)N/A12/21N/A371 376 — %(6) (31) (33)
Class B Common Stock (412 shares)N/A12/21N/A41 — %(6) (31) (33)
4,651 4,984 4,779 
Navia Benefit Solutions, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.5% Cash05/2102/273,993 3,949 3,926 0.4 %(5) (6) (7) (18)
First Lien Senior Secured Term LoanSOFR + 6.00%, 10.7% Cash05/2102/27569 563 559 — %(6) (7) (19) (33)
First Lien Senior Secured Term LoanSOFR + 6.50%, 11.2% Cash11/2202/272,036 1,989 1,991 0.2 %(5) (6) (7) (19)
6,598 6,501 6,476 
NeoxCoInternet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.4% Cash01/2301/302,109 2,035 2,031 0.2 %(3) (5) (6) (7) (13)
2,109 2,035 2,031 
Net Health Acquisition Corp.Health Care TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.6% Cash05/2112/053,590 3,569 3,568 0.3 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.6% Cash05/2112/257,343 7,298 7,298 0.7 %(5) (6) (7) (8)
10,933 10,867 10,866 
Nexus Underwriting Management LimitedOther FinancialFirst Lien Senior Secured Term LoanSONIA + 5.25%, 7.4% Cash10/2110/284,189 4,438 4,105 0.4 %(3) (5) (6) (7) (23)
RevolverSONIA + 5.25%, 7.4% Cash10/2104/23150 161 150 — %(3) (6) (7) (23) (33)
4,339 4,599 4,255 
NF Holdco, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.4%03/2302/298,561 8,304 8,303 0.7 %(6) (7) (19) (33)
RevolverSOFR + 6.50%, 11.4%03/2302/29— (44)(44)— %(6) (7) (19) (33)
8,561 8,260 8,259 
Northstar Recycling, LLCEnvironmental IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.9% Cash10/2109/276,113 6,017 6,049 0.5 %(5) (6) (7) (19)
6,113 6,017 6,049 
Novotech Aus Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.25%, 8.8% Cash01/2201/283,860 4,110 3,714 0.3 %(3) (5) (6) (7) (17)
First Lien Senior Secured Term LoanSOFR + 5.25%, 10.2% Cash01/2201/284,177 4,081 3,981 0.4 %(3) (5) (6) (7) (20)
8,037 8,191 7,695 
NPM Investments 28 B.V.HealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.3% Cash09/2210/294,364 3,812 4,242 0.4 %(3) (5) (6) (7) (12)
4,364 3,812 4,242 
OA Buyer, Inc.HealthcareFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.6% Cash12/2112/289,544 9,380 9,411 0.8 %(5) (6) (7) (19)
RevolverSOFR + 5.75%, 10.6% Cash12/2112/28— (22)(19)— %(6) (7) (19) (33)
Partnership Units (210,920.11 units)N/A12/21N/A211 226 — %(6) (31) (33)
9,544 9,569 9,618 
OAC Holdings I CorpAutomotiveFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.8% Cash03/2203/293,603 3,541 3,555 0.3 %(5) (6) (7) (19)
RevolverSOFR + 5.00%, 9.8% Cash03/2203/281,116 1,093 1,097 0.1 %(6) (7) (19) (33)
4,719 4,634 4,652 
OG III B.V.Containers & Glass ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.7% Cash06/2106/2815,197 16,188 14,323 1.3 %(3) (5) (6) (7) (12)
15,197 16,188 14,323 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
MC Group Ventures CorporationBusiness ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash07/2106/27$6,535 $6,448 $6,535 0.4 %(5) (6) (7) (8) (16) (29)
Partnership Units (560 Units)N/A06/21N/A560 555 — %(7) (26) (28)
6,535 7,008 7,090 
Media Recovery, Inc. (SpotSee)Containers, Packaging & GlassFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.3% Cash05/2111/25881 974 858 0.1 %(5) (7) (8) (18)
881 974 858 
Median B.V.HealthcareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.3% Cash02/2210/276,253 6,557 5,871 0.4 %(3) (5) (8) (19)
6,253 6,557 5,871 
Medical Solutions Parent Holdings, Inc.HealthcareSecond Lien Senior Secured Term LoanSOFR + 7.00%, 12.4% Cash11/2111/294,421 4,388 3,531 0.2 %(5) (8) (16)
4,421 4,388 3,531 
Medplast Holdings, Inc.Health CareSecond Lien Senior Secured Term LoanSOFR + 7.75%, 13.2% Cash05/2107/269,325 8,912 9,145 0.6 %(5) (8) (15)
9,325 8,912 9,145 
Megawatt Acquisitionco, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash03/2403/308,024 7,865 7,864 0.5 %(5) (7) (8) (16)
RevolverSOFR + 5.25%, 10.6% Cash03/2403/30— (39)(40)— %(7) (8) (16) (28) (29)
Preferred Stock (5,524 shares)N/A03/24N/A552 552 — %(7) (26) (28)
Common Stock
(615 shares)
N/A03/24N/A62 62 — %(7) (26) (28)
8,024 — 8,440 8,438 
Mercell Holding ASTechnologyFirst Lien Senior Secured Term LoanNIBOR + 5.50%, 10.1% Cash08/2208/292,895 3,141 2,854 0.2 %(3) (5) (7) (8) (25) (29)
Class A Units
(114.4 units)
9.0% PIK08/22N/A111 122 — %(3) (7) (26) (28)
Class B Units (28,943.8 units)N/A08/22N/A— 46 — %(3) (7) (26) (28)
2,895 3,252 3,022 
Mertus 522. GmbHHealth CareFirst Lien Senior Secured Term LoanEURIBOR + 7.00%, 10.9% Cash05/2105/263,889 4,029 3,644 0.2 %(3) (5) (7) (8) (11)
3,889 4,029 3,644 
Metis BidCo Pty LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanBBSY + 5.25%, 9.7% Cash05/2104/26372 439 372 — %(3) (5) (7) (13) (28)
372 439 372 
MNS Buyer, Inc.Construction and BuildingFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash08/2108/27900 889 900 0.1 %(5) (7) (8) (15)
Partnership Units (76,923.10 Units)N/A08/21N/A77 88 — %(7) (26) (28)
900 966 988 
Modern Star Holdings Bidco Pty LimitedNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanBBSY + 5.50%, 10.3% Cash05/2112/261,870 1,937 1,855 0.1 %(3) (5) (7) (8) (14) (28) (29)
1,870 1,937 1,855 
Mold-Rite Plastics, LLCContainers, Packaging & GlassSecond Lien Senior Secured Term LoanSOFR + 7.00%, 12.4% Cash09/2109/2913,983 12,893 5,506 0.3 %(5) (8) (17)
13,983 12,893 5,506 
Moonlight Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 6.25%, 11.6% Cash07/2307/301,877 1,878 1,821 0.1 %(3) (7) (8) (18) (28) (29)
Common Stock (10,590 shares)N/A07/23N/A138 167 — %(3) (7) (26) (28)
1,877 2,016 1,988 
Murphy Midco LimitedMedia, Diversified & ProductionFirst Lien Senior Secured Term LoanSONIA + 5.50%, 10.7% Cash05/2111/27744 795 744 — %(3) (5) (7) (8) (19) (28)
744 795 744 

21


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Omni Intermediate Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.9% Cash05/2112/26$20,072 $19,878 $19,530 1.7 %(5) (6) (7) (19)
First Lien Senior Secured Term LoanSOFR + 5.00%, 9.9% Cash06/2212/264,988 4,891 4,831 0.4 %(5) (6) (7) (19)
25,060 24,769 24,361 
Options Technology Ltd.Computer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.0% Cash05/2112/258,509 8,392 8,271 0.7 %(3) (5) (6) (7) (10)
8,509 8,392 8,271 
Oracle Vision Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 4.75%, 7.7% Cash06/2105/281,371 1,528 1,371 0.1 %(3) (5) (6) (7) (23)
1,371 1,528 1,371 
Origin Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.4% Cash06/2106/28360 395 351 — %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.7% Cash06/2106/28597 584 582 0.1 %(3) (5) (6) (7) (9)
957 979 933 
OSP Hamilton Purchaser, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.0% Cash12/2112/272,258 2,221 2,190 0.2 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanSOFR + 6.00%, 10.9% Cash12/2212/272,274 2,209 2,206 0.2 %(5) (6) (7) (19)
First Lien Senior Secured Term LoanSOFR + 6.25%, 11.1%% Cash03/2312/2714,025 13,606 13,604 1.2 % (6) (7) (19) (33)
RevolverLIBOR + 6.00%, 11.0% Cash12/2112/2756 30 28 — %(6) (7) (9) (33)
LP Units (60,040 units)N/A07/22N/A634 652 0.1 %(6) (31) (33)
18,613 18,700 18,680 
Panoche Energy Center LLCElectricFirst Lien Senior Secured Bond6.9% Cash07/2207/294,636 4,185 4,312 0.4 %(6) (33)
4,636 4,185 4,312 
Panther Bidco Pty Ltd (Junior Adventures Group)Consumer ServicesFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.4% Cash05/2106/24647 746 621 0.1 %(3) (5) (6) (17)
647 746 621 
Pare SAS (SAS Maurice MARLE)Health Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.6% Cash, 0.75% PIK05/2112/26$539 $594 $525 — %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanSOFR + 6.50%, 10.2% Cash11/2210/264,900 4,716 4,718 0.4 %(3) (5) (6) (7) (19)
5,439 5,310 5,243 
Patriot New Midco 1 Limited (Forensic Risk Alliance)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 9.4% Cash05/2102/27361 398 345 — %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.75%, 11.4% Cash05/2102/27443 439 423 — %(3) (5) (6) (7) (9)
804 837 768 
PDQ.Com CorporationBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.7% Cash08/2108/2716,919 16,619 16,707 1.5 %(5) (6) (7) (9)
Class A-2 Partnership Units (86.4 units)N/A08/21N/A86 136 — %(6) (31) (33)
16,919 16,705 16,843 
PEGASUS TRANSTECH HOLDING, LLCTruckingFirst Lien Senior Secured Term LoanLIBOR + 6.75%, 11.6% Cash05/2111/249,955 9,929 9,667 0.9 %(5) (6) (7) (8)
9,955 9,929 9,667 
Perforce Software, Inc.Internet Software & ServicesSecond Lien Senior Secured Term LoanLIBOR + 8.00%, 12.8% Cash05/2107/276,497 6,437 6,335 0.6 %(5) (6) (7) (8)
6,497 6,437 6,335 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Music Reports, Inc.Media & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash05/2108/26$2,441 $2,420 $2,338 0.1 %(6) (7) (8) (16)
2,441 2,420 2,338 
Napa Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.00%, 9.4% Cash03/2203/2812,798 13,846 12,674 0.8 %(3) (5) (7) (8) (13)
12,798 13,846 12,674 
Narda Acquisitionco., Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash12/2112/274,147 4,099 4,147 0.3 %(6) (7) (8) (16)
RevolverSOFR + 5.00%, 10.4% Cash12/2112/27— (11)— — %(7) (8) (16) (28) (29)
Class A
Preferred Stock
(3,708.10 shares)
N/A12/21N/A371 441 — %(7) (26) (28)
Class B Common Stock (412 shares)N/A12/21N/A41 267 — %(7) (26) (28)
4,147 4,500 4,855 
Navia Benefit Solutions, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 2.00%, 7.4% Cash, 3.0% PIK05/2102/274,947 4,868 4,870 0.3 % (7) (8) (15) (28)
First Lien Senior Secured Term LoanSOFR + 2.00%, 7.4% Cash, 3.0% PIK11/2202/272,012 1,976 1,981 0.1 %(5) (7) (8) (15)
First Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash05/2102/274,527 4,491 4,485 0.3 %(6) (7) (8) (15) (28)
11,486 11,335 11,336 
NAW Buyer LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash09/2309/2911,417 10,941 11,252 0.7 %(5) (7) (8) (16) (29)
RevolverSOFR + 5.75%, 11.1% Cash09/2309/29231 178 231 — %(7) (8) (16) (28) (29)
LLC Units
(575,248 units)
N/A09/23N/A575 523 — %(7) (26)
11,648 11,694 12,006 
NeoxCoInternet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash01/2301/302,097 2,044 2,055 0.1 %(3) (5) (7) (8) (11) (29)
2,097 2,044 2,055 
Net Health Acquisition Corp.Health Care TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash05/2112/2510,848 10,823 10,674 0.7 %(6) (7) (8) (15)
10,848 10,823 10,674 
Next Holdco, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash11/2311/3015,336 15,030 15,059 0.9 %(5) (7) (8) (15) (29)
RevolverSOFR + 6.00%, 11.3% Cash11/2311/29— (33)(30)— % (7) (8) (15) (28) (29)
15,336 14,997 15,029 
NF Holdco, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.3%03/2303/295,497 5,353 5,443 0.3 %(7) (8) (16) (28)
RevolverSOFR + 6.00%, 11.3% Cash03/2303/29296 259 296 — %(7) (8) (16) (28) (29)
LLC Units
(856,053 units)
N/A03/23N/A882 967 0.1 %(7) (26) (28)
5,793 6,494 6,706 
Northstar Recycling, LLCEnvironmental IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash10/2109/276,051 5,975 6,051 0.4 %(6) (7) (8) (16)
6,051 5,975 6,051 
Novotech Aus Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanSOFR + 5.25%, 11.1% Cash01/2201/288,150 8,012 8,150 0.5 %(3) (5) (7) (8) (17) (29)
8,150 8,012 8,150 
NPM Investments 28 B.V.HealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.1% Cash09/2210/291,314 1,147 1,283 0.1 %(3) (5) (7) (8) (10) (29)
1,314 1,147 1,283 

22


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Perimeter Master Note Business TrustCredit Card ABSStructured Secured Note - Class A4.7% Cash05/2205/27$182 $182 $177 — %(3) (6) (33)
Structured Secured Note - Class B5.4% Cash05/2205/27182 182 172 — %(3) (6) (33)
Structured Secured Note - Class C5.9% Cash05/2205/27182 182 166 — %(3) (6) (33)
Structured Secured Note - Class D8.5% Cash05/2205/27182 182 161 — %(3) (6) (33)
Structured Secured Note - Class E11.4% Cash05/2205/279,274 9,274 8,185 0.7 %(3) (6) (33)
10,002 10,002 8,861 
Permaconn BidCo Pty LtdTele-communicationsFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.7% Cash12/2112/277,475 7,813 7,355 0.7 %(3) (5) (6) (7) (16)
7,475 7,813 7,355 
Polara Enterprises, L.L.C.Capital EquipmentFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.8% Cash12/2112/274,200 4,132 4,138 0.4 %(5) (6) (7) (20)
First Lien Senior Secured Term LoanSOFR + 4.75%, 9.8% Cash06/2212/272,571 2,526 2,533 0.2 %(5) (6) (7) (19)
RevolverSOFR + 4.75%, 9.8% Cash12/2112/27— (15)(14)— %(6) (7) (20) (33)
Partnership Units (7,408.6 units)N/A12/21N/A741 933 0.1 %(6) (31) (33)
6,771 7,384 7,590 
Policy Services Company, LLCProperty & Casualty InsuranceFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.8% Cash, 4.0% PIK12/2106/2652,468 51,083 51,339 4.6 %(6) (7) (8) (33)
Warrants - Class A (2.6774 units)N/A12/21N/A— 315 — %(5) (6) (31)
Warrants - Class B (0.9036 units)N/A12/21N/A— 106 — %(5) (6) (31)
Warrants - Class CC (0.0929 units)N/A12/21N/A— — — %(5) (6) (31)
Warrants - Class D (0.2586 units)N/A12/21N/A— 30 — %(5) (6) (31)
52,468 51,083 51,790 
Premium Franchise Brands, LLCResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR +6.25%, 11.1% Cash05/2112/2624,596 24,252 24,317 2.2 %(5) (6) (7) (9)
24,596 24,252 24,317 
Premium InvestBrokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 8.0% Cash06/2106/284,563 4,727 4,563 0.4 %(3) (5) (6) (7) (13)
4,563 4,727 4,563 
Preqin MC LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.0% Cash08/2107/282,500 2,440 2,435 0.2 %(3) (5) (6) (7) (20)
2,500 2,440 2,435 
Professional Datasolutions, Inc. (PDI)Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 9.3% Cash05/2110/2411,698 11,666 11,347 1.0 %(5) (6) (7) (9)
11,698 11,666 11,347 
ProfitOptics, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.8% Cash03/2203/28659 648 655 0.1 %(5) (6) (7) (10)
RevolverLIBOR + 5.75%, 10.8% Cash03/2203/2871 68 70 — %(6) (7) (10) (33)
Second Lien Senior Subordinated Term Loan8.0% Cash03/2203/2932 32 30 — %(6) (33)
LLC Units (96,774.2 units)N/A03/22N/A65 75 — %(6) (31) (33)
762 813 830 
Protego Bidco B.V.Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.3% Cash05/2103/28476 510 452 — %(3) (5) (6) (7) (13)
RevolverEURIBOR + 5.25%, 8.3% Cash05/2103/27130 140 125 — %(3) (6) (7) (13) (33)
606 650 577 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
OA Buyer, Inc.HealthcareFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash12/2112/28$9,447 $9,310 $9,447 0.6 %(6) (7) (8) (15)
RevolverSOFR + 5.50%, 10.8% Cash12/2112/28177 159 177 — %(7) (8) (15) (28) (29)
Partnership Units (210,920.11 units)N/A12/21N/A211 318 — %(7) (26) (28)
9,624 9,680 9,942 
OAC Holdings I CorpAutomotiveFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash03/2203/293,566 3,515 3,516 0.2 %(6) (7) (8) (16)
RevolverSOFR + 5.00%, 10.4% Cash03/2203/28294 275 274 — % (7) (8) (16) (28) (29)
3,860 3,790 3,790 
Ocelot Holdco LLCConstruction MachinerySuper Senior Takeback Loan10.0% Cash10/2310/27172 172 172 — % (7) (28)
Takeback Term Loan10.0% Cash10/2310/27917 917 917 0.1 % (7) (28)
Preferred Stock
(76.2 shares)
15.0% PIK10/23N/A488 641 — % (7) (28)
Common Stock
(58.3 shares)
N/A10/23N/A— — — % (7) (26) (28)
1,089 1,577 1,730 
Ocular Therapeutix, Inc.PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.1% Cash08/2307/297,859 7,642 7,624 0.5 %(3) (7) (8) (15) (28)
7,859 7,642 7,624 
OG III B.V.Containers & Glass ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.7% Cash06/2106/2815,105 16,235 14,637 0.9 %(3) (5) (7) (8) (10)
15,105 16,235 14,637 
Options Technology Ltd.Computer ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash05/2112/258,425 8,361 8,393 0.5 %(3) (5) (6) (7) (8) (17)
8,425 8,361 8,393 
Oracle Vision Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 4.75%, 9.9% Cash06/2105/281,401 1,534 1,401 0.1 %(3) (5) (7) (8) (19)
1,401 1,534 1,401 
Origin Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.2% Cash06/2106/28320 354 320 — %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanSOFR + 5.25%, 10.7% Cash06/2106/28533 523 533 — %(3) (5) (7) (8) (16)
853 877 853 
ORTEC INTERNATIONAL NEWCO B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.7% Cash12/2312/304,936 4,868 4,825 0.3 %(3) (5) (7) (8) (10)
4,936 4,868 4,825 
OSP Hamilton Purchaser, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash12/2112/2918,418 18,141 18,095 1.1 %(5) (6) (7) (8) (16) (28)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash03/2312/29— (100)(93)— %(5) (7) (8) (16) (29)
RevolverSOFR + 5.50%, 10.9% Cash12/2112/29— (33)(21)— % (7) (8) (16) (28) (29)
LP Units
(315,147 units)
N/A07/22N/A315 325 — %(7)
18,418 18,323 18,306 
Panoche Energy Center LLCElectricFirst Lien Senior Secured Bond6.9% Cash07/2207/294,044 3,699 3,933 0.2 %(7) (28)
4,044 3,699 3,933 
Pare SAS (SAS Maurice MARLE)Health Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.2% Cash, 0.8% PIK05/2112/26541 600 532 — %(3) (5) (7) (8) (11)
First Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash11/2210/264,900 4,763 4,788 0.3 %(3) (5) (7) (8) (16) (29)
5,441 5,363 5,320 

23


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
PSP Intermediate 4, LLCTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 8.2% Cash05/2205/29$888 $826 $825 0.1 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 10.3% Cash05/2205/29866 844 832 0.1 %(3) (5) (6) (7) (9)
1,754 1,670 1,657 
QPE7 SPV1 BidCo Pty LtdConsumer CyclicalFirst Lien Senior Secured Term LoanBBSY + 3.75%, 7.4% Cash09/2109/267,206 7,402 6,903 0.6 %(3) (5) (6) (7) (15)
7,206 7,402 6,903 
Qualified Industries, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.4% Cash03/2303/29909 882 882 0.1 %(6) (7) (19) (33)
RevolverSOFR + 5.75%, 10.4% Cash03/2303/29— (11)(11)— %(6) (7) (19) (33)
Preferred Stock (223 shares)N/A03/23N/A216 216 — %(6) (31) (33)
Common Stock (454,545 shares)N/A03/23N/A— %(6) (31) (33)
909 1,091 1,092 
Questel UniteBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.2% Cash05/2112/271,921 1,999 1,809 0.2 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 11.3% Cash05/2112/271,000 989 976 0.1 %(3) (5) (6) (7) (9)
2,921 2,988 2,785 
R1 Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.1% Cash12/2212/2811,081 10,665 10,688 1.0 %(5) (6) (7) (20)
RevolverSOFR + 6.25%, 11.1% Cash12/2212/28472 405 408 — %(6) (7) (20) (33)
11,553 11,070 11,096 
Randys Holdings, Inc.Automobile ManufacturersFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.4% Cash11/2211/2816,505 15,904 15,936 1.4 %(5) (6) (7) (19)
RevolverSOFR + 6.50%, 11.4% Cash11/2211/28440 374 380 — %(6) (7) (19) (33)
Partnership Units (6,667 units)N/A11/22N/A667 665 0.1 %(6) (31) (33)
16,945 16,945 16,981 
Recovery Point Systems, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.3% Cash05/2107/262,423 2,423 2,423 0.2 %(5) (6) (7) (19)
2,423 2,423 2,423 
Renaissance Holding Corp.Application SoftwareSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.8% Cash05/2105/269,325 9,307 9,096 0.8 %(5) (7) (8)
9,325 9,307 9,096 
Renovation Parent Holdings, LLCHome FurnishingsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.4% Cash11/2111/2714,381 14,094 12,612 1.1 %(5) (6) (7) (9)
Partnership Equity (592,105.3 units)N/A11/21N/A592 195 — %(6) (31) (33)
14,381 14,686 12,807 
REP SEKO MERGER SUB LLCAir Freight & LogisticsFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.0% Cash05/2112/265,941 6,265 5,853 0.5 %(5) (6) (7) (11)
First Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.0% Cash06/2212/2614,028 13,345 13,818 1.2 %(5) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 4.75%, 9.6% Cash05/2112/267,314 7,300 7,205 0.6 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 4.75%, 9.9% Cash05/2112/26623 622 608 0.1 %(6) (7) (8) (33)
27,906 27,532 27,484 
Resonetics, LLCHealth Care EquipmentSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 12.3% Cash05/2104/2910,304 10,131 10,191 0.9 %(5) (6) (7) (9)
10,304 10,131 10,191 
RevSpring, Inc.Business ServicesSecond Lien Senior Secured Term LoanLIBOR + 8.25%, 13.4% Cash05/2110/262,556 2,518 2,556 0.2 %(5) (6) (7) (9)
2,556 2,518 2,556 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Parkview Dental Holdings LLCHealthcareFirst Lien Senior Secured Term LoanSOFR + 8.30%, 13.6% Cash10/2310/29$595 $584 $585 — %(7) (8) (16) (28)
First Lien Senior Secured Term LoanSOFR + 6.50%, 11.8% Cash10/2310/2929 22 23 — %(7) (8) (16) (28) (29)
LLC Units
(29,762 units)
N/A10/23N/A298 293 — %(7) (26)
624 904 901 
Patriot New Midco 1 Limited (Forensic Risk Alliance)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.7% Cash05/2102/26310 344 303 — %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanSOFR + 6.75%, 12.3% Cash05/2102/26381 379 374 — %(3) (5) (7) (8) (16)
691 723 677 
PDQ.Com CorporationBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSOFR + 5.21%, 10.5% Cash08/2108/2711,294 11,159 11,245 0.7 % (5) (6) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 5.21%, 10.5% Cash08/2112/241,626 1,569 1,607 0.1 %(5) (7) (8) (16) (29)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash10/2308/273,053 2,998 3,010 0.2 %(5) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash10/2310/25— (69)— — %(5) (7) (8) (16) (29)
Class A-2 Partnership Units (86.4 units)N/A08/21N/A86 139 — %(7) (28)
15,973 15,743 16,001 
PEGASUS TRANSTECH HOLDING, LLCTruckingFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash05/2111/267,637 7,629 7,637 0.5 %(5) (7) (8) (16)
7,637 7,629 7,637 
Perforce Software, Inc.Internet Software & ServicesSecond Lien Senior Secured Term LoanSOFR + 8.00%, 13.4% Cash05/2107/276,497 6,449 6,497 0.4 %(5) (7) (8) (15)
6,497 6,449 6,497 
Perimeter Master Note Business TrustCredit Card ABSStructured Secured Note - Class A4.7% Cash05/2211/28182 182 175 — %(3) (7) (28)
Structured Secured Note - Class B5.4% Cash05/2211/28182 182 176 — %(3) (7) (28)
Structured Secured Note - Class C5.9% Cash05/2211/28182 182 175 — %(3) (7) (28)
Structured Secured Note - Class D8.5% Cash05/2211/28182 182 174 — %(3) (7) (28)
Structured Secured Note - Class E11.4% Cash05/2211/289,273 9,273 8,893 0.5 %(3) (7) (28)
10,001 10,001 9,593 
Permaconn BidCo Pty LtdTele-communicationsFirst Lien Senior Secured Term LoanBBSY + 6.25%, 10.7% Cash12/2107/297,281 7,361 7,209 0.4 %(3) (5) (7) (8) (13) (28)
7,281 7,361 7,209 
Polara Enterprises, L.L.C.Capital EquipmentFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.2% Cash12/2112/273,807 3,757 3,808 0.2 %(6) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 4.75%, 10.2% Cash06/2212/272,545 2,509 2,545 0.2 %(6) (7) (8) (16)
RevolverSOFR + 4.75%, 10.2% Cash12/2112/27— (12)— — %(7) (8) (16) (28) (29)
Partnership Units (7,408.6 units)N/A12/21N/A741 1,210 0.1 %(7)
6,352 6,995 7,563 

24


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Reward Gateway (UK) LtdPrecious Metals & MineralsFirst Lien Senior Secured Term LoanSONIA + 6.25%, 8.4% Cash08/2106/28$12,421 $13,605 $12,259 1.1 %(3) (5) (6) (7) (23)
12,421 13,605 12,259 
Riedel Beheer B.V.Food & BeverageFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.3% Cash12/2112/282,253 2,250 2,107 0.2 %(3) (5) (6) (7) (12)
2,253 2,250 2,107 
ROI Solutions LLCBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 10.2% Cash05/2108/248,465 8,465 8,465 0.8 %(5) (6) (7) (9)
8,465 8,465 8,465 
Royal Buyer, LLCIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.6% Cash08/2208/2814,857 14,533 14,573 1.3 %(5) (6) (7) (19)
RevolverSOFR + 6.00%, 10.6% Cash08/2208/28544 501 506 — %(6) (7) (19) (33)
15,401 15,034 15,079 
RPX CorporationResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.3% Cash05/2110/2516,967 16,770 16,777 1.5 %(5) (6) (7) (8)
16,967 16,770 16,777 
Safety Products Holdings, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash05/2112/265,363 5,287 5,303 0.5 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash05/2109/23159 143 126 — %(5) (6) (7) (9)
5,522 5,430 5,429 
Sandvine CorporationCommunications EquipmentSecond Lien Senior Secured Term LoanLIBOR + 8.00%, 12.8% Cash05/2111/268,685 8,661 8,615 0.8 %(5) (6) (7) (8)
8,685 8,661 8,615 
Sanoptis S.A.R.L.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.5% Cash06/2207/2912,690 11,761 12,329 1.1 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanSARON + 5.50%, 5.9% Cash06/2207/294,046 3,760 3,926 0.4 %(3) (5) (6) (7) (28)
16,736 15,521 16,255 
SBP Holdings LPIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 6.75%, 11.6% Cash03/2303/2812,466 11,979 11,978 1.1 %(6) (7) (19) (33)
RevolverSOFR + 6.75%, 11.6% Cash03/2303/28177 140 140 — %(6) (7) (19) (33)
12,643 12,119 12,118 
Scaled Agile, Inc.Research & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.5% Cash12/2112/281,731 1,699 1,706 0.2 %(5) (6) (7) (19)
RevolverSOFR + 5.50%, 10.5% Cash12/2112/28— (5)(4)— %(6) (7) (19) (33)
1,731 1,694 1,702 
Scout Bidco B.V.Diversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.2% Cash05/2203/293,301 3,146 3,239 0.3 %(3) (5) (6) (7) (13)
RevolverEURIBOR + 6.00%, 9.2% Cash05/2203/29— (11)(7)— %(3) (6) (7) (13) (33)
3,301 3,135 3,232 
Sereni Capital NVConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.2% Cash05/2211/28475 395 406 — %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.2% Cash05/2205/29499 479 476 — %(3) (5) (6) (7) (13)
974 874 882 
Shelf Bidco LtdOther FinancialFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.7% Cash12/2201/3034,800 33,748 33,759 3.0 %(3) (5) (6) (7) (19) (34)
Common Stock (1,200,000 shares)N/A12/22N/A1,200 1,200 0.1 %(3) (6) (31) (33)
34,800 34,948 34,959 
Simulation Software Investment Company Pty LtdBusiness ServicesFirst Lien Senior Secured Term LoanBBSY + 5.50%, 9.2% Cash05/2108/25881 898 870 0.1 %(3) (5) (6) (7) (16)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.4% Cash05/2108/25958 941 941 0.1 %(3) (5) (6) (7) (19)
1,839 1,839 1,811 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Policy Services Company, LLCProperty & Casualty InsuranceFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash, 4.0% PIK12/2106/26$54,285 $53,284 $53,482 3.3 %(7) (8) (16) (28)
Warrants - Class A (2.6774 units)N/A12/21N/A— 1,359 0.1 %(5) (7) (26)
Warrants - Class B (0.9036 units)N/A12/21N/A— 459 — %(5) (7) (26)
Warrants - Class CC (0.0929 units)N/A12/21N/A— — — %(5) (7) (26)
Warrants - Class D (0.2586 units)N/A12/21N/A— 131 — %(5) (7) (26)
54,285 53,284 55,431 
Premium Franchise Brands, LLCResearch & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 6.25%, 12.5% Cash05/2112/2610,827 10,721 10,794 0.7 %(6) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 6.75%, 12.2% Cash05/2112/2613,519 13,366 13,478 0.8 %(5) (6) (7) (8) (16)
24,346 24,087 24,272 
Premium InvestBrokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash06/2112/306,845 6,640 6,691 0.4 %(3) (5) (7) (8) (11) (29)
6,845 6,640 6,691 
Preqin MC LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash08/2107/282,500 2,449 2,500 0.2 %(3) (5) (7) (8) (17)
2,500 2,449 2,500 
Process Insights Acquisition, Inc.ElectronicsFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash07/2307/292,945 2,878 2,966 0.2 %(5) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash07/2307/25— (20)— %(5) (7) (8) (16) (29)
RevolverSOFR + 6.00%, 11.3% Cash07/2307/29198 169 208 — %(7) (8) (16) (28) (29)
Common Stock
(368 shares)
N/A07/23N/A368 443 — %(7) (26) (28)
3,143 3,395 3,626 
ProfitOptics, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash03/2203/28650 641 650 — %(5) (7) (8) (17)
RevolverSOFR + 5.75%, 11.2% Cash03/2203/28158 156 158 — %(7) (8) (17) (28) (29)
Senior Subordinated Term Loan8.0% Cash03/2203/2932 32 29 — %(7) (28)
LLC Units
(96,774.2 units)
N/A03/22N/A65 88 — %(7) (26) (28)
840 894 925 
Protego Bidco B.V.Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.7% Cash05/2103/28568 609 553 — %(3) (5) (7) (8) (11) (28) (29)
RevolverEURIBOR + 6.50%, 10.4% Cash05/2103/27129 140 127 — %(3) (7) (8) (11) (28)
697 749 680 
PSP Intermediate 4, LLCTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash05/2205/29883 843 831 0.1 %(3) (5) (7) (8) (9) (29)
First Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash05/2205/291,410 1,392 1,343 0.1 %(3) (5) (7) (8) (15)
2,293 2,235 2,174 
QPE7 SPV1 BidCo Pty LtdConsumer CyclicalFirst Lien Senior Secured Term LoanBBSY + 3.75%, 8.1% Cash09/2109/267,019 7,433 6,977 0.4 %(3) (5) (7) (8) (12)
7,019 7,433 6,977 
Qualified Industries, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash03/2303/29900 877 882 0.1 %(7) (8) (16) (28)
RevolverSOFR + 5.75%, 11.2% Cash03/2303/29— (9)(7)— %(7) (8) (16) (28) (29)
Preferred Stock
(223 shares)
10.0% PIK03/23N/A216 246 — %(7) (26) (28)
Common Stock (454,545 shares)N/A03/23N/A127 — %(7) (26) (28)
900 1,088 1,248 

25


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
SISU ACQUISITIONCO, INCAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.4% Cash05/2112/26$2,512 $2,480 $2,404 0.2 %(5) (6) (7) (9)
2,512 2,480 2,404 
Smartling, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.6% Cash11/2110/2714,347 14,085 13,953 1.2 %(5) (6) (7) (8)
RevolverLIBOR + 5.75%, 10.6% Cash11/2110/27— (16)(25)— %(6) (7) (8) (33)
14,347 14,069 13,928 
SN BUYER, LLCHealth Care ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.5% Cash05/2112/265,110 5,060 5,022 0.4 %(5) (6) (7) (19)
First Lien Senior Secured Term LoanSOFR + 5.75%, 10.5% Cash11/2212/262,104 2,065 2,068 0.2 %(5) (6) (7) (19)
7,214 7,125 7,090 
Soho Square III Debtco II SARLDiversified Capital MarketsFirst Lien Senior Secured Term Loan9.5% PIK10/2210/275,796 5,178 5,777 0.5 %(3) (6) (33)
5,796 5,178 5,777 
Solo Buyer, L.P.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.4% Cash12/2212/2922,606 22,065 22,072 2.0 %(5) (6) (7) (19) (34)
RevolverSOFR + 6.25%, 11.4% Cash12/2212/28— (47)(47)— %(6) (7) (19) (33)
Partnership Units (516,399 units)N/A12/22N/A516 519 — % (6) (31) (33)
22,606 22,534 22,544 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)Other UtilityFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.9% Cash11/2203/271,935 1,887 1,889 0.2 %(5) (6) (7) (19)
RevolverPrime + 4.00%, 12.0% Cash11/2203/2716 12 13 — %(6) (7) (30) (33)
1,951 1,899 1,902 
Spatial Business Systems LLCElectricFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.8% Cash10/2210/286,094 5,779 5,810 0.5 %(5) (6) (7) (18)
RevolverSOFR + 5.00%, 9.8% Cash10/2210/28— (32)(29)— %(6) (7) (18) (33)
6,094��5,747 5,781 
Springbrook Software (SBRK Intermediate, Inc.)Enterprise Software & ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.7% Cash05/2112/266,672 6,608 6,550 0.6 %(5) (6) (7) (19)
First Lien Senior Secured Term LoanSOFR + 6.50%, 11.3% Cash12/2212/264,160 4,081 4,084 0.4 %(5) (6) (7) (20)
10,832 10,689 10,634 
SSCP Pegasus Midco LimitedHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSONIA + 6.25%, 10.2% Cash05/2111/27696 767 689 0.1 %(3) (5) (6) (7) (22)
696 767 689 
SSCP Spring Bidco LimitedHealth CareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 8.5% Cash05/2107/251,016 1,151 1,016 0.1 %(3) (5) (6) (7) (22)
1,016 1,151 1,016 
SSCP Thermal Bidco SASIndustrial MachineryFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.4% Cash05/2107/24723 804 723 0.1 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 9.8% Cash05/2107/2498 98 98 — %(3) (5) (6) (7) (10)
821 902 821 
Starnmeer B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.40%, 11.2% Cash10/2104/2713,388 13,232 13,283 1.2 %(3) (5) (6) (7) (19)
13,388 13,232 13,283 
Superjet Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.7% Cash12/2112/2722,885 22,507 22,618 2.0 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 10.7% Cash12/2112/27— (29)(21)— %(6) (7) (9) (33)
22,885 22,478 22,597 
Syniverse Holdings, Inc.Technology DistributorsSeries A Preferred Equity (7,575,758 units)12.5% PIK05/22N/A7,945 7,197 0.6 %(5) (6) (33)
7,945 7,197 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Questel UniteBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 4.00%, 7.9% Cash, 2.4% PIK05/2112/27$1,912 $2,016 $1,809 0.1 %(3) (5) (7) (8) (10) (28) (29)
First Lien Senior Secured Term LoanSOFR + 4.00%, 9.3% Cash, 2.4% PIK05/2112/271,000 991 978 0.1 %(3) (5) (7) (8) (16)
2,912 3,007 2,787 
R1 Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash12/2212/288,138 7,866 8,196 0.5 %(5) (6) (7) (8) (17) (29)
RevolverSOFR + 6.25%, 11.6% Cash12/2212/28126 68 118 — % (7) (8) (17) (28) (29)
8,264 7,934 8,314 
Randys Holdings, Inc.Automobile ManufacturersFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.8% Cash11/2211/2811,404 11,123 11,336 0.7 %(5) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 6.50%, 11.8% Cash11/2211/24662 613 629 — %(5) (7) (8) (16) (29)
RevolverSOFR + 6.50%, 11.8% Cash11/2211/28615 561 615 — % (7) (8) (16) (28) (29)
Partnership Units (6,667 units)N/A11/22N/A667 668 — %(7) (26) (28)
12,681 12,964 13,248 
Recovery Point Systems, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.8% Cash05/2107/262,398 2,398 2,398 0.1 %(6) (7) (8) (16)
2,398 2,398 2,398 
Renovation Parent Holdings, LLCHome FurnishingsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash11/2111/2714,240 14,013 12,546 0.8 %(5) (6) (7) (8) (16)
Partnership Equity (592,105.3 units)N/A11/21N/A592 178 — % (7) (26) (28)
14,240 14,605 12,724 
REP SEKO MERGER SUB LLCAir Freight & LogisticsFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.9% Cash05/2112/265,861 6,234 5,691 0.3 %(5) (7) (8) (10)
First Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.9% Cash06/2212/2613,804 13,268 13,404 0.8 %(5) (7) (8) (10)
First Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash05/2112/268,269 8,257 8,029 0.5 %(6) (7) (8) (16) (28)
27,934 27,759 27,124 
Resonetics, LLCHealth Care EquipmentSecond Lien Senior Secured Term LoanSOFR + 7.00%, 12.4% Cash05/2104/2910,304 10,153 10,304 0.6 %(5) (7) (8) (16)
10,304 10,153 10,304 
Riedel Beheer B.V.Food & BeverageFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash12/2112/282,240 2,258 2,025 0.1 %(3) (5) (7) (8) (10)
2,240 2,258 2,025 
Rock Labor LLCMedia: Diversified & ProductionFirst Lien Senior Secured Term LoanSOFR + 7.50%, 12.7% Cash09/2309/295,615 5,431 5,454 0.3 %(5) (7) (8) (15) (28) (29)
LLC Units
(199,373 units)
N/A09/23N/A1,068 1,045 0.1 %(7) (26)
5,615 6,499 6,499 
ROI Solutions LLCBusiness ServicesFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash05/2108/256,263 6,263 6,263 0.4 %(6) (7) (8) (16)
6,263 6,263 6,263 
Royal Buyer, LLCIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash08/2208/2818,947 18,654 18,720 1.1 %(5) (7) (8) (16) (29)
RevolverSOFR + 6.00%, 11.3% Cash08/2208/28— (36)(23)— %(7) (8) (16) (28) (29)
18,947 18,618 18,697 
RPX CorporationResearch & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash05/2110/2514,675 14,567 14,675 0.9 %(5) (6) (7) (8) (16)
14,675 14,567 14,675 
Safety Products Holdings, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash05/2112/266,187 6,131 6,119 0.4 %(5) (6) (7) (8) (16) (28)
6,187 6,131 6,119 

26


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Syntax Systems LtdTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.6% Cash11/2110/28$6,362 6,305 $5,964 0.5 %(3) (5) (6) (7) (8)
RevolverLIBOR + 5.75%, 10.6% Cash11/2110/26617 610 572 0.1 %(3) (6) (7) (8) (33)
6,979 6,915 6,536 
TA SL Cayman Aggregator Corp.TechnologySubordinated Term Loan7.8% PIK07/2107/281,115 1,101 1,082 0.1 %(6) (33)
Common Stock (770 shares)N/A07/21N/A24 29 — % (6) (31) (33)
1,115 1,125 1,111 
Tank Holding CorpMetal & Glass ContainersFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.7% Cash03/2203/2814,238 13,962 14,024 1.3 %(5) (6) (7) (18)
RevolverSOFR + 5.75%, 10.7% Cash03/2203/28185 173 176 — %(6) (7) (18) (33)
14,423 14,135 14,200 
Tanqueray Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 6.25%, 9.7% Cash11/2211/291,678 1,490 1,611 0.1 %(3) (5) (6) (7) (22)
1,678 1,490 1,611 
Techone B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.7% Cash11/2111/285,930 5,835 5,784 0.5 %(3) (5) (6) (7) (12)
RevolverEURIBOR + 5.50%, 8.7% Cash11/2105/2896 87 90 — %(3) (6) (7) (12) (33)
6,026 5,922 5,874 
Tencarva Machinery Company, LLCCapital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash12/2112/23879 867 870 0.1 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash12/2112/275,417 5,339 5,363 0.5 %(5) (6) (7) (9)
RevolverLIBOR + 5.50%, 10.2% Cash12/2112/27— (16)(11)— %(6) (7) (9) (33)
6,296 6,190 6,222 
Terrybear, Inc.Consumer ProductsSubordinated Term Loan10.0% Cash, 4.0% PIK04/2204/28266 261 262 — % (6) (33)
Common Stock (24,358.97 shares)N/A04/22N/A239 230 — % (6) (31) (33)
266 500 492 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)Brokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 9.2% Cash10/2112/231,248 1,164 1,185 0.1 %(5) (6) (7) (9)
RevolverLIBOR + 4.25%, 9.2% Cash10/2112/27— (17)(14)— %(6) (7) (9) (33)
Subordinated Term LoanLIBOR + 7.75%, 12.7% Cash10/2110/285,110 5,026 5,056 0.5 %(6) (10) (33)
6,358 6,173 6,227 
The Cleaver-Brooks Company, Inc.Industrial EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.4% Cash07/2207/2822,208 21,756 21,825 2.0 %(5) (6) (7) (18)
Subordinated Term Loan11.0%, PIK07/2207/295,124 5,024 5,036 0.5 % (6) (33)
27,332 26,780 26,861 
The Hilb Group, LLCInsurance BrokerageFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.3% Cash05/2112/264,211 4,121 4,102 0.4 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.6% Cash05/2112/25926 911 913 0.1 %(6) (7) (8) (33)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.6% Cash05/2112/262,661 2,600 2,624 0.2 %(5) (6) (7) (8)
7,798 7,632 7,639 
The Octave Music Group, Inc.Media: Diversified & ProductionSecond Lien Senior Secured Term LoanSOFR + 7.50%, 12.4% Cash04/2204/306,541 6,422 6,454 0.6 %(5) (6) (7) (19)
Partnership Equity (353,584.39 units)N/A04/22N/A354 497 — % (6) (31) (33)
6,541 6,776 6,951 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Sandvine CorporationCommunications EquipmentFirst Lien Senior Secured Term LoanSOFR + 4.50%, 9.8% Cash05/2111/26$171 $143 $100 — %(5) (7) (8) (15) (27)
Second Lien Senior Secured Term LoanSOFR + 8.00%, 13.3% Cash05/2111/258,393 8,376 4,918 0.3 %(5) (7) (8) (15) (27)
8,564 8,519 5,018 
Sanoptis S.A.R.L.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.7% Cash06/2207/297,025 6,727 6,847 0.4 %(3) (5) (7) (8) (10) (29)
First Lien Senior Secured Term LoanSARON + 5.75%, 7.2% Cash06/2207/294,377 4,105 4,275 0.3 %(3) (5) (7) (8) (24)
First Lien Senior Secured Term LoanSARON + 6.75%, 8.2% Cash06/2207/291,724 1,714 1,708 0.1 %(3) (5) (7) (8) (24)
13,126 12,546 12,830 
SBP Holdings LPIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.1% Cash03/2303/2814,126 13,562 13,957 0.9 %(7) (8) (16) (28) (29)
RevolverSOFR + 6.75%, 12.1% Cash03/2303/28355 324 355 — %(7) (8) (16) (28) (29)
14,481 13,886 14,312 
Scaled Agile, Inc.Research & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash12/2112/281,797 1,774 1,727 0.1 %(5) (6) (7) (8) (16)
RevolverSOFR + 5.50%, 10.9% Cash12/2112/2856 52 43 — %(7) (8) (16) (28) (29)
1,853 1,826 1,770 
Scout Bidco B.V.Diversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.7% Cash05/2205/293,924 3,813 3,847 0.2 %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash08/2305/29508 508 498 — %(3) (5) (7) (8) (16)
RevolverEURIBOR + 5.75%, 9.7% Cash05/2205/29208 202 198 — %(3) (7) (8) (10) (28) (29)
4,640 4,523 4,543 
Sereni Capital NVConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.7% Cash05/2205/292,558 2,483 2,490 0.2 %(3) (5) (7) (8) (11) (28)
2,558 2,483 2,490 
Shelf Bidco LtdOther FinancialFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.7% Cash12/2201/3025,671 24,976 26,184 1.6 %(3) (7) (8) (16) (28)
Common Stock (1,200,000 shares)N/A12/22N/A1,200 2,676 0.2 %(3) (7) (26) (28)
25,671 26,176 28,860 
Simulation Software Investment Company Pty LtdBusiness ServicesFirst Lien Senior Secured Term LoanBBSY + 5.00%, 9.4% Cash05/2108/25383 402 383 — %(3) (5) (7) (8) (13)
First Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash05/2108/25856 846 856 0.1 %(3) (5) (7) (8) (16) (29)
1,239 1,248 1,239 
Sinari InvestTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.9% Cash07/2307/301,838 1,806 1,786 0.1 %(3) (5) (7) (8) (11) (29)
1,838 1,806 1,786 
SISU ACQUISITIONCO., INCAerospace & DefenseFirst Lien Senior Secured Term LoanSOFR+ 5.75%, 11.1% Cash05/2112/262,567 2,540 2,430 0.1 %(6) (7) (8) (15) (28) (29)
2,567 2,540 2,430 
Smartling, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 4.50%, 9.9% Cash11/2111/2716,257 16,047 16,193 1.0 %(5) (7) (8) (15)
RevolverSOFR + 4.50%, 9.9% Cash11/2111/27— (13)(4)— % (7) (8) (15) (28) (29)
16,257 16,034 16,189 
SmartShift Group, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.6% Cash09/2309/2913,861 13,448 14,057 0.9 %(5) (7) (8) (16) (29)
RevolverSOFR + 5.75%, 11.6% Cash09/2309/29— (62)— — % (7) (8) (16) (28) (29)
Common Stock
(455 shares)
N/A09/23N/A455 649 — %(7) (26) (28)
13,861 13,841 14,706 

27


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Total Safety U.S. IncDiversified Support ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.0% Cash, 5.0% PIK07/2208/25$7,726 $7,726 $7,726 0.7 %(6) (7) (9) (33)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.0% Cash08/2108/252,266 2,249 2,156 0.2 %(7) (9) (33)
9,992 9,975 9,882 
Trader CorporationTechnologyFirst Lien Senior Secured Term LoanCDOR + 6.75%, 11.7% Cash12/2212/294,606 4,453 4,502 0.4 %(3) (5) (6) (7) (25)
RevolverCDOR + 6.75%, 11.7% Cash12/2212/28— (8)(8)— %(3) (6) (7) (25) (33)
4,606 4,445 4,494 
Trident Maritime Systems, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.9% Cash05/2102/278,931 8,830 8,822 0.8 %(5) (6) (7) (9)
8,931 8,830 8,822 
Truck-Lite Co., LLCAutomotive Parts & EquipmentFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.1% Cash05/2112/2621,229 20,987 20,911 1.9 %(5) (6) (7) (19)
21,229 20,987 20,911 
TSM II Luxco 10 SARLChemical & PlasticsSenior Subordinated Term Loan9.3% PIK03/2203/2710,129 9,965 9,945 0.9 %(3) (5) (6) (7)
10,129 9,965 9,945 
TSYL Corporate Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.4% Cash12/2212/28637 592 595 0.1 %(5) (6) (7) (19)
RevolverSOFR + 4.75%, 10.4% Cash12/2212/28— (3)(3)— % (6) (7) (19) (33)
Partnership Units (4,673 units)N/A12/22N/A— % (6) (31) (33)
637 594 597 
Turbo Buyer, Inc.Finance CompaniesFirst Lien Senior Secured Term LoanLIBOR +6.00%, 11.2% Cash11/2112/2512,608 12,413 12,396 1.1 %(5) (6) (7) (9)
12,608 12,413 12,396 
Turnberry Solutions, Inc.Consumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.6% Cash07/2109/262,639 2,602 2,605 0.2 %(5) (6) (7) (19)
2,639 2,602 2,605 
UKFast Leaders LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 4.50%, 4.5% Cash, 3.4% PIK05/2109/274,366 4,889 3,868 0.3 %(3) (5) (6) (7) (22)
4,366 4,889 3,868 
Union Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.75%, 10.0% Cash06/2206/292,427 2,333 2,285 0.2 %(3) (5) (6) (7) (22)
2,427 2,333 2,285 
United Therapy Holding III GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.2% Cash04/2203/291,648 1,580 1,569 0.1 %(3) (5) (6) (7) (13)
1,648 1,580 1,569 
Unither (Uniholding)PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.2% Cash03/2303/302,059 1,950 1,983 0.2 %(3) (5) (6) (7) (12)
2,059 1,950 1,983 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)Legal ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.7% Cash05/2111/242,512 2,403 2,312 0.2 %(5) (6) (7) (18)
2,512 2,403 2,312 
Utac CeramBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 4.50%, 7.5% Cash05/2109/27869 946 845 0.1 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash05/2109/27243 237 236 — %(3) (5) (6) (7) (9)
1,112 1,183 1,081 
Validity, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.6% Cash05/2105/25939 913 926 0.1 %(5) (6) (7) (8)
939 913 926 
Victoria Bidco LimitedIndustrial MachineryFirst Lien Senior Secured Term LoanSONIA + 6.50%, 9.9% Cash03/2201/295,227 5,509 4,945 0.4 %(3) (5) (6) (7) (23)
5,227 5,509 4,945 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Soho Square III Debtco II SARLDiversified Capital MarketsFirst Lien Senior Secured Term Loan9.5% PIK10/2210/27$8,224 $7,744 $8,214 0.5 %(3) (7) (28)
8,224 7,744 8,214 
Solo Buyer, L.P.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash12/2212/2916,440 16,087 16,276 1.0 % (7) (8) (16) (28)
RevolverSOFR + 6.25%, 11.6% Cash12/2212/28665 626 665 — % (7) (8) (16) (28) (29)
Partnership Units (516,399 units)N/A12/22N/A516 516 — %(7) (26)
17,105 17,229 17,457 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)Other UtilityFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash11/2203/271,653 1,625 1,612 0.1 %(6) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash11/2205/24263 253 246 — %(5) (7) (8) (16) (29)
RevolverSOFR + 5.00%, 10.3% Cash11/2203/2739 37 35 — %(7) (8) (16) (28) (29)
1,955 1,915 1,893 
Spatial Business Systems LLCElectricFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash10/2210/287,660 7,477 7,541 0.5 %(5) (7) (8) (15) (29)
RevolverSOFR + 5.50%, 10.8% Cash10/2210/28— (27)(18)— %(7) (8) (15) (28) (29)
7,660 7,450 7,523 
Springbrook Software (SBRK Intermediate, Inc.)Enterprise Software & ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash05/2112/266,621 6,572 6,579 0.4 %(6) (7) (8) (16) (28)
First Lien Senior Secured Term LoanSOFR +5.50%, 10.9% Cash12/1912/261,738 1,709 1,708 0.1 %(5) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 6.50%, 11.9% Cash12/2212/264,129 4,068 4,129 0.3 %(6) (7) (8) (16)
12,488 12,349 12,416 
SSCP Pegasus Midco LimitedHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.3% Cash05/2111/27853 915 853 0.1 %(3) (5) (7) (8) (18) (28) (29)
853 915 853 
SSCP Spring Bidco 3 LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 6.50%, 11.7% Cash11/2311/30968 933 942 0.1 %(3) (5) (7) (8) (19)
968 933 942 
Starnmeer B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash10/2104/2713,388 13,265 13,361 0.8 %(3) (5) (7) (8) (17)
13,388 13,265 13,361 
Superjet Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash12/2112/2722,653 22,346 22,540 1.4 %(5) (6) (7) (8) (16)
RevolverSOFR + 5.50%, 10.9% Cash12/2112/27456 433 447 — %(7) (8) (16) (28) (29)
23,109 22,779 22,987 
SVI International LLCAutomotiveFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.1% Cash03/2403/30644 629 629 — %(5) (7) (8) (15) (29)
RevolverSOFR + 6.75%, 12.1% Cash03/2403/30— (1)(1)— %(7) (8) (15) (28) (29)
LLC Units
(207,921 units)
N/A03/24N/A208 208 — %(7) (26)
644 836 836 
Syniverse Holdings, Inc.Technology Distributors
Series A Preferred Equity
(7,575,758 units)
12.5% PIK05/22N/A8,989 9,015 0.5 %(5) (7)
8,989 9,015 
Syntax Systems LtdTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash11/2110/286,297 6,254 6,298 0.4 %(3) (6) (7) (8) (15)
RevolverSOFR + 5.50%, 10.9% Cash11/2110/26667 662 667 — %(3) (7) (8) (15) (28) (29)
6,964 6,916 6,965 

28


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
VistaJet Pass Through Trust 2021-1BAirlinesStructured Secured Note - Class B6.3% Cash11/2102/29$8,571 $8,571 $7,203 0.6 % (6) (33)
8,571 8,571 7,203 
Vital Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.5% Cash06/2106/28957 942 929 0.1 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.6% Cash06/2106/284,018 3,898 3,898 0.3 %(6) (7) (19) (33)
Partnership Units (1,096.2 units)N/A06/21N/A11 21 — %(6) (31) (33)
4,975 4,851 4,848 
VP Holding CompanyTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.9% Cash05/2105/2414,500 14,373 14,079 1.3 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash05/2105/248,506 8,394 8,260 0.7 %(5) (6) (7) (19)
23,006 22,767 22,339 
W2O Holdings, Inc.Healthcare TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.2% Cash05/2106/251,106 1,103 1,073 0.1 %(6) (7) (9) (33)
First Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash05/2106/25484 467 466 — %(6) (7) (20) (33)
1,590 1,570 1,539 
Wheels Up Experience IncTransportation ServicesFirst Lien Senior Secured Term Loan12.0% Cash09/2210/2921,937 21,100 21,612 1.9 %(6) (33)
21,937 21,100 21,612 
Whitcraft Holdings, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 7.00%, 11.9% Cash02/2302/2916,903 16,237 16,227 1.5 %(6) (7) (19) (33)
RevolverSOFR + 7.00%, 11.9% Cash02/2302/29— (99)(101)— %(6) (7) (19) (33)
LP Units (84,116.1 units)N/A02/23N/A841 841 0.1 % (6) (31) (33)
16,903 16,979 16,967 
Woodland Foods, LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.9% Cash12/2112/278,232 8,099 7,401 0.7 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 10.9% Cash12/2112/271,294 1,267 1,130 0.1 %(6) (7) (9) (33)
Common Stock (1,204.46 shares)N/A12/21N/A1,204 719 0.1 %(6) (31) (33)
9,526 10,570 9,250 
World 50, Inc.Professional ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.6% Cash05/2101/2615,344 15,143 15,203 1.4 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 10.1% Cash05/2101/26519 519 512 — %(5) (6) (7) (8)
15,863 15,662 15,715 
WWEC Holdings III CorpCapital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.8% Cash10/2210/2810,753 10,454 10,480 0.9 %(5) (6) (7) (19)
RevolverSOFR + 6.00%, 10.8% Cash10/2210/28839 796 800 0.1 %(6) (7) (19) (33)
11,592 11,250 11,280 
Xeinadin Bidco LimitedFinancial OtherFirst Lien Senior Secured Term LoanSONIA + 5.25%, 9.2% Cash05/2205/2911,029 10,690 10,702 1.0 %(3) (5) (6) (7) (22)
Subordinated Term Loan11.0% PIK05/2205/294,162 4,043 4,061 0.4 %(3) (6) (7) (33)
Common Stock (354,281 shares)N/A05/22N/A452 452 — %(3) (6) (31) (33)
15,191 15,185 15,215 
ZB Holdco LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.9% Cash02/2202/284,030 3,974 3,980 0.4 %(5) (6) (7) (9)
RevolverLIBOR + 4.75%, 9.9% Cash02/2202/28— (14)(11)— %(6) (7) (9) (33)
LLC Units (152.7 units)N/A02/22N/A153 198 — %(6) (31) (33)
4,030 4,113 4,167 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
TA SL Cayman Aggregator Corp.TechnologySubordinated Term Loan7.8% PIK07/2107/28$1,266 $1,254 $1,240 0.1 %(7) (28)
Common Stock
(770 shares)
N/A07/21N/A24 37 — %(7) (26) (28)
1,266 1,278 1,277 
Tank Holding CorpMetal & Glass ContainersFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash03/2203/2814,094 13,866 13,989 0.9 %(5) (6) (7) (8) (15)
First Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash05/2303/285,646 5,473 5,538 0.3 %(7) (8) (15) (28) (29)
RevolverSOFR + 5.75%, 11.2% Cash03/2203/28164 154 159 — %(7) (8) (15) (28) (29)
19,904 19,493 19,686 
Tanqueray Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 5.50%, 10.7% Cash11/2211/291,714 1,519 1,714 0.1 %(3) (5) (7) (8) (18)
First Lien Senior Secured Term LoanSONIA + 5.50%, 10.7% Cash11/2211/25— (14)— — %(3) (5) (7) (8) (18) (29)
1,714 1,505 1,714 
Team Air Distributing, LLCConsumer CyclicalSubordinated Term Loan12.0% Cash5/235/28600 589 591 — %(7) (28)
Partnership Equity (400,000 units)N/A5/23N/A400 424 — %(7) (26)
600 989 1,015 
Techone B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.3% Cash11/2111/285,909 5,871 5,841 0.4 %(3) (5) (7) (8) (10)
RevolverEURIBOR + 5.50%, 9.3% Cash11/2105/28— (12)(4)— %(3) (7) (8) (10) (28) (29)
5,909 5,859 5,837 
Tencarva Machinery Company, LLCCapital EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash12/2112/276,232 6,160 6,139 0.4 %(5) (6) (7) (8) (16)
RevolverSOFR + 5.00%, 10.3% Cash12/2112/27— (12)(17)— %(7) (8) (16) (28) (29)
6,232 6,148 6,122 
Terrybear, Inc.Consumer ProductsSubordinated Term Loan10.0% Cash, 4.0% PIK04/2204/28277 273 261 — % (7) (28)
Common Stock (24,359 shares)N/A04/22N/A239 104 — % (7) (26)
277 512 365 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)Brokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanSOFR + 4.25%, 9.7% Cash10/2112/273,959 3,911 3,959 0.2 %(5) (6) (7) (8) (16)
RevolverSOFR + 4.25%, 9.7% Cash10/2112/27— (13)— — %(7) (8) (16) (28) (29)
Subordinated Term LoanSOFR + 7.75%, 13.2% Cash10/2110/285,368 5,297 5,348 0.3 %(7) (8) (17) (28)
9,327 9,195 9,307 
The Cleaver-Brooks Company, Inc.Capital EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash07/2207/2814,164 13,906 14,164 0.9 %(5) (6) (7) (8) (15) (28) (29)
Subordinated Term Loan12.5%, PIK07/2207/294,366 4,302 4,340 0.3 % (7) (28)
18,530 18,208 18,504 
The Hilb Group, LLCInsurance BrokerageFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash05/2112/269,089 8,972 9,043 0.6 %(5) (6) (7) (8) (15) (28)
9,089 8,972 9,043 
The Octave Music Group, Inc.Media: Diversified & ProductionSecond Lien Senior Secured Term LoanSOFR + 7.50%, 12.8% Cash04/2204/302,234 2,197 2,234 0.1 %(5) (7) (8) (16)
Partnership Equity (353,584.39 units)N/A04/22N/A354 1,124 0.1 % (7) (28)
2,234 2,551 3,358 
Trader CorporationTechnologyFirst Lien Senior Secured Term LoanCDOR + 6.50%, 12.2% Cash12/2212/292,560 2,481 2,560 0.2 %(3) (5) (7) (8) (21)
RevolverCDOR + 6.50%, 12.2% Cash12/2212/28— (7)— — %(3) (7) (8) (21) (28) (29)
2,560 2,474 2,560 

29


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Zeppelin Bidco LimitedServices: BusinessFirst Lien Senior Secured Term LoanSONIA + 6.25%, 10.4% Cash03/2203/29$2,991 $3,080 $2,807 0.3 %(3) (5) (6) (7) (22)
2,991 3,080 2,807 
Subtotal Non–Control / Non–Affiliate Investments (189.8%)2,130,489 2,164,913 2,124,324 
Affiliate Investments (4):
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Trident Maritime Systems, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash05/2102/27$9,262 $9,181 $8,947 0.5 %(6) (7) (8) (16) (28)
9,262 9,181 8,947 
Trintech, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.8% Cash07/2307/2912,540 12,194 12,249 0.7 %(5) (7) (8) (15)
RevolverSOFR + 6.50%, 11.8% Cash07/2307/29408 369 375 — %(7) (8) (15) (28) (29)
12,948 12,563 12,624 
TSYL Corporate Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash12/2212/281,398 1,361 1,367 0.1 %(5) (7) (8) (16) (29)
First Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash12/2312/28625 584 586 — %(5) (7) (8) (16) (29)
RevolverSOFR + 4.75%, 10.1% Cash12/2212/28— (9)(7)— %(7) (8) (16) (28) (29)
Partnership Units (4,673 units)N/A12/22N/A— % (7) (26) (28)
2,023 1,941 1,955 
Turbo Buyer, Inc.Finance CompaniesFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash11/2112/2512,480 12,369 12,031 0.7 %(5) (6) (7) (8) (16)
12,480 12,369 12,031 
Turnberry Solutions, Inc.Consumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash07/2109/262,612 2,586 2,612 0.2 %(6) (7) (8) (16)
2,612 2,586 2,612 
UBC Ledgers Holding ABFinancial OtherFirst Lien Senior Secured Term LoanSTIBOR + 5.25%, 9.3% Cash12/2312/301,499 1,469 1,447 0.1 %(3) (5) (7) (8) (20) (29)
RevolverSTIBOR + 5.25%, 9.3% Cash12/2306/24— — — — %(3) (7) (8) (20) (28) (29)
1,499 1,469 1,447 
UKFast Leaders LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 7.25%, 12.4% Cash05/2109/274,579 5,022 4,195 0.3 %(3) (5) (7) (8) (18)
4,579 5,022 4,195 
Union Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.94%, 11.4% Cash06/2206/292,480 2,339 2,377 0.1 %(3) (5) (7) (8) (18) (29)
2,480 2,339 2,377 
United Therapy Holding III GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.9% Cash04/2203/291,638 1,588 1,214 0.1 %(3) (5) (7) (8) (11) (29)
1,638 1,588 1,214 
Unither (Uniholding)PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash03/2303/302,047 1,959 2,017 0.1 %(3) (5) (7) (8) (10) (29)
2,047 1,959 2,017 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)Legal ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash05/2111/243,507 3,463 3,426 0.2 %(5) (6) (7) (8) (15) (29)
3,507 3,463 3,426 
Utac CeramBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.4% Cash, 1.8% PIK05/2109/27879 965 827 0.1 %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash, 1.8% PIK05/2109/27247 243 232 — %(3) (5) (7) (8) (16)
1,126 1,208 1,059 
Validity, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.7% Cash05/2105/26939 925 939 0.1 %(5) (7) (8) (15)
939 925 939 
Victoria Bidco LimitedIndustrial MachineryFirst Lien Senior Secured Term LoanSONIA + 6.50%, 11.7% Cash03/2201/295,340 5,529 4,769 0.3 %(3) (5) (7) (8) (18)
5,340 5,529 4,769 
VistaJet Pass Through Trust 2021-1BAirlinesStructured Secured Note - Class B6.3% Cash11/2102/297,143 7,143 7,011 0.4 % (7) (28)
7,143 7,143 7,011 
Eclipse Business Capital, LLCBanking, Finance, Insurance & Real EstateRevolverLIBOR + 7.25%08/2107/283,080 3,007 3,080 0.3 %(6) (8) (33)
Second Lien Senior Secured Term Loan7.5% Cash08/2107/283,209 3,183 3,209 0.3 %(6) (33)
LLC Units (63,139,338 units)N/A08/21N/A65,809 101,023 9.0 %(6) (33)
6,289 71,999 107,312 
Rocade Holdings LLCOther FinancialPreferred LP Units (12,000 units)SOFR + 6.0% PIK02/23N/A12,000 12,000 1.1 % (6) (33)
LP Units (30.8 units)N/A02/23N/A— — — % (6) (31) (33)
12,000 12,000 
Thompson Rivers LLCInvestment Funds & Vehicles6.3% Member InterestN/A08/21N/A15,599 8,741 0.8 %(31) (33)
15,599 8,741 
Waccamaw River LLCInvestment Funds & Vehicles20% Member InterestN/A08/21N/A22,602 19,021 1.7 % (3) (33)
22,602 19,021 
Subtotal Affiliate Investments (13.1%)6,289 122,200 147,074 
Total Investments, March 31, 2023 (203.0%)*$2,136,778 $2,287,113 $2,271,398 

Derivative Instruments
Interest Rate Swaps:
DescriptionCompany ReceivesCompany PaysMaturity DateNotional AmountValueHedged InstrumentUnrealized Appreciation (Depreciation)
Interest rate swap (See Note 5)6.00%SOFR + 3.245%5/10/2027$100,000 $(1,553)Series D Notes$(1,553)
Interest rate swap (See Note 5)6.00%SOFR + 3.382%5/10/2027$55,000 $(1,159)Series E Notes(1,159)
Total Interest Rate Swaps, March 31, 2023$(2,712)
30

30

Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
Foreign Currency Forward Contracts:
DescriptionNotional Amount to be PurchasedNotional Amount to be SoldCounterpartySettlement DateUnrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD)A$2,300$1,557BNP Paribas SA04/11/23$(15)
Foreign currency forward contract (AUD)$46,243A$68,728BNP Paribas SA04/11/23163 
Foreign currency forward contract (CAD)$5,383C$7,326BNP Paribas SA04/11/23(33)
Foreign currency forward contract (DKK)200kr.$29BNP Paribas SA04/11/23— 
Foreign currency forward contract (DKK)$1,0987,639kr.BNP Paribas SA04/11/23(17)
Foreign currency forward contract (EUR)$204,852€191,711BNP Paribas SA04/11/23(3,646)
Foreign currency forward contract (GBP)£1,600$1,929BNP Paribas SA04/11/2350 
Foreign currency forward contract (GBP)$66,247£54,756BNP Paribas SA04/11/23(1,482)
Foreign currency forward contract (NZD)$5,234NZ$8,323BNP Paribas SA04/11/2316 
Foreign currency forward contract (NOK)1,514kr$140BNP Paribas SA04/11/23
Foreign currency forward contract (NOK)$4,17040,964krBNP Paribas SA04/11/23247 
Foreign currency forward contract (SEK)$5555,751krBNP Paribas SA04/11/23(1)
Foreign currency forward contract (CHF)$5,3364,891Fr.BNP Paribas SA04/11/23(25)
Total Foreign Currency Forward Contracts, March 31, 2023$(4,738)
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Vital Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash06/2106/28$4,895 $4,783 $4,895 0.3 %(6) (7) (8) (16) (28)
Partnership Units (1,096.2 units)N/A06/21N/A11 19 — % (7) (26)
4,895 4,794 4,914 
VP Holding CompanyTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash05/2112/254,617 4,613 4,501 0.3 %(6) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash05/2105/2416,539 16,515 16,125 1.0 %(5) (7) (8) (16) (28)
21,156 21,128 20,626 
W2O Holdings, Inc.Healthcare TechnologyFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash05/2106/251,092 1,090 1,070 0.1 %(7) (16) (28)
First Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash10/2006/26674 662 661 — %(5) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash05/2106/25588 579 576 — %(7) (17) (28)
2,354 2,331 2,307 
WEST-NR ACQUISITIONCO, LLCInsuranceFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash08/2312/273,732 3,666 3,732 0.2 %(5) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash08/2302/25— (64)— — %(5) (7) (8) (16) (29)
3,732 3,602 3,732 
Wheels Up Experience IncTransportation ServicesFirst Lien Senior Secured Term Loan12.0% Cash09/2210/2916,050 15,503 14,806 0.9 % (7) (28)
16,050 15,503 14,806 
Whitcraft Holdings, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 7.00%, 12.3% Cash02/2302/2912,806 12,363 12,781 0.8 %(7) (8) (16) (28)
RevolverSOFR + 7.00%, 12.3% Cash02/2302/291,207 1,125 1,202 0.1 %(7) (8) (16) (28) (29)
LP Units
(84,116.1 units)
N/A02/23N/A841 1,091 0.1 % (7) (26) (28)
14,013 14,329 15,074 
White Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash10/2310/301,749 1,690 1,696 0.1 %(3) (5) (7) (8) (16) (28) (29)
1,749 1,690 1,696 
Woodland Foods, LLCFood & BeverageFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash12/2112/278,149 8,042 7,652 0.5 %(6) (7) (8) (16)
RevolverSOFR + 5.75%, 11.1% Cash12/2112/271,380 1,359 1,281 0.1 %(7) (8) (16) (28) (29)
Common Stock (1,204.46 shares)N/A12/21N/A1,204 768 — % (7) (26)
9,529 10,605 9,701 
World 50, Inc.Professional ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash03/2403/3033,297 32,633 32,631 2.0 %(5) (6) (7) (8) (16)
RevolverSOFR + 5.75%, 11.1% Cash03/2403/30— (34)(34)— %(7) (8) (16) (28) (29)
33,297 32,599 32,597 
WWEC Holdings III CorpCapital GoodsFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash10/2210/286,896 6,587 6,558 0.4 %(5) (7) (8) (16) (29)
First Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash10/2210/242,320 2,306 2,262 0.1 %(5) (7) (8) (16)
RevolverSOFR + 5.75%, 11.1% Cash10/2210/28— (68)(84)— %(7) (8) (16) (28) (29)
9,216 8,825 8,736 
Xeinadin Bidco LimitedFinancial OtherFirst Lien Senior Secured Term LoanSONIA + 5.25%, 10.4% Cash05/2205/2912,582 12,085 12,403 0.8 %(3) (5) (7) (8) (18) (29)
First Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.2% Cash05/2205/29461 466 456 — %(3) (5) (7) (8) (10)
Subordinated Term Loan11.0% PIK05/2205/294,957 4,762 4,887 0.3 %(3) (7) (28)
Common Stock (36,532,680 shares)N/A05/22N/A452 461 — %(3) (7) (26) (28)
18,000 17,765 18,207 

31


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
ZB Holdco LLCFood & BeverageFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash02/2202/28$8,493 $8,246 $8,220 0.5 %(5) (6) (7) (8) (16) (29)
RevolverSOFR + 6.00%, 11.3% Cash02/2202/28304 293 287 — %(7) (8) (16) (28) (29)
LLC Units
(152.7 units)
N/A02/2202/28153 212 — % (7)
8,797 8,692 8,719 
Zeppelin Bidco LimitedServices: BusinessFirst Lien Senior Secured Term LoanSONIA + 6.25%, 11.4% Cash03/2203/293,056 3,118 2,778 0.2 %(3) (5) (7) (8) (18)
3,056 3,118 2,778 
Subtotal Non–Control / Non–Affiliate Investments (139.9%)*2,271,349 2,321,381 2,292,976 
Affiliate Investments (4):
Coastal Marina Holdings, LLCHotel, Gaming and LeisureSubordinated Term Loan10.0% PIK11/2111/313,647 3,464 3,440 0.2 % (7) (28)
Subordinated Term Loan8.0% Cash11/2111/318,310 7,809 7,839 0.5 % (7) (28)
LLC Units (1,203,914.5 units)N/A11/21N/A7,322 8,027 0.5 % (7) (26)
11,957 18,595 19,306 
CPCF BPCC LLCInvestment Funds & Vehicles9.1% Member InterestN/A06/23N/A9,296 9,269 0.6 %(3) (28)
9,296 9,269 
Eclipse Business Capital, LLCBanking,
Finance,
Insurance &
Real Estate
RevolverSOFR + 7.25%, 12.6% Cash08/2107/284,171 4,112 4,172 0.3 %(7) (15) (28) (29)
Second Lien Senior Secured Term Loan7.5% Cash08/2107/283,209 3,187 3,209 0.2 % (7) (28)
LLC Units (63,139,338 units)N/A08/21N/A65,621 101,023 6.2 % (7) (28)
7,380 72,920 108,404 
Rocade Holdings LLCOther FinancialPreferred LP Units (108,000 units)SOFR + 6.0% PIK, 11.3% PIK02/23N/A117,332 117,332 7.2 % (7) (16) (28) (29)
Common LP Units (30.8 units)N/A02/23N/A— 1,644 0.1 % (7) (26) (28)
117,332 118,976 
Thompson Rivers LLCInvestment Funds & Vehicles6.3% Member InterestN/A08/21N/A11,224 4,325 0.3 %(26) (28)
11,224 4,325 
Waccamaw River LLCInvestment Funds & Vehicles20.0% Member InterestN/A08/21N/A25,082 15,655 1.0 % (3) (26) (28)
25,082 15,655 
Subtotal Affiliate Investments (16.8%)*19,337 254,449 275,935 
Total Investments, March 31, 2024 (156.7%)*$2,290,686 $2,575,830 $2,568,911 
Derivative Instruments
Interest Rate Swaps:
DescriptionCompany ReceivesCompany PaysMaturity DateNotional AmountValueHedged InstrumentUnrealized Appreciation (Depreciation)
Interest rate swap (See Note 5)6.00%SOFR + 3.245%5/10/2027$100,000 $(2,902)Series D Notes$(2,902)
Interest rate swap (See Note 5)6.00%SOFR + 3.382%5/10/2027$55,000 $(1,827)Series E Notes(1,827)
Total Interest Rate Swaps, March 31, 2024$(4,729)


32


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Foreign Currency Forward Contracts:
DescriptionNotional Amount to be PurchasedNotional Amount to be SoldCounterpartySettlement DateUnrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD)A$72,160$47,133BNP Paribas SA04/08/24$(49)
Foreign currency forward contract (AUD)$48,934A$72,160BNP Paribas SA04/08/241,850 
Foreign currency forward contract (AUD)$47,900A$73,151BNP Paribas SA07/08/2449 
Foreign currency forward contract (CAD)C$7,443$5,487BNP Paribas SA04/08/2413 
Foreign currency forward contract (CAD)$5,595C$7,443BNP Paribas SA04/08/2495 
Foreign currency forward contract (CAD)$5,103C$6,924BNP Paribas SA07/08/24(21)
Foreign currency forward contract (DKK)8,068kr.$1,171BNP Paribas SA04/08/24(2)
Foreign currency forward contract (DKK)$1,1918,068kr.BNP Paribas SA04/08/2422 
Foreign currency forward contract (DKK)$1,1838,119kr.BNP Paribas SA07/08/24
Foreign currency forward contract (EUR)€219,164$237,154BNP Paribas SA04/08/24(411)
Foreign currency forward contract (EUR)$240,755€219,164BNP Paribas SA04/08/244,011 
Foreign currency forward contract (EUR)$244,045€224,692BNP Paribas SA07/08/24416 
Foreign currency forward contract (GBP)£60,373$76,229BNP Paribas SA04/08/2439 
Foreign currency forward contract (GBP)$76,261£60,373BNP Paribas SA04/08/24(7)
Foreign currency forward contract (GBP)$77,273£61,171BNP Paribas SA07/08/24(41)
Foreign currency forward contract (NZD)NZ$9,270$5,565BNP Paribas SA04/08/24(20)
Foreign currency forward contract (NZD)$5,806NZ$9,270BNP Paribas SA04/08/24261 
Foreign currency forward contract (NZD)$5,722NZ$9,533BNP Paribas SA07/08/2420 
Foreign currency forward contract (NOK)43,870kr$4,071BNP Paribas SA04/08/24(27)
Foreign currency forward contract (NOK)$4,25443,870krBNP Paribas SA04/08/24209 
Foreign currency forward contract (NOK)$4,09544,031krBNP Paribas SA07/08/2427 
Foreign currency forward contract (SEK)20,577kr$1,939BNP Paribas SA04/08/24(14)
Foreign currency forward contract (SEK)$2,02420,577krBNP Paribas SA04/08/2499 
Foreign currency forward contract (SEK)$1,95720,688krBNP Paribas SA07/08/2414 
Foreign currency forward contract (CHF)6,218Fr.$6,863BNP Paribas SA04/08/2445 
Foreign currency forward contract (CHF)$7,4036,218Fr.BNP Paribas SA04/08/24495 
Foreign currency forward contract (CHF)$7,0236,300Fr.BNP Paribas SA07/08/24(46)
Total Foreign Currency Forward Contracts, March 31, 2024$7,029 
*    Fair value as a percentage of net assets.
(1)All debt investments are income producing, unless otherwise noted. Barings Private Credit Corporation’s (the “Company”) external investment adviser, Barings LLC (“Barings” or the “Adviser”), determines in good faith the fair value of the Company’s investments in accordance with a valuation policy and processes established by the Adviser, which have been approved by the Company’s board of directors (the “Board”), and the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. Variable rate loans to the Company’s portfolio companies bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR”), the Secured Overnight Financing Rate (“SOFR”), the Euro Interbank Offered Rate (“EURIBOR”), the Bank Bill Swap Bid Rate (“BBSY”), the Stockholm Interbank Offered Rate (“STIBOR”), the Canadian Dollar Offered Rate (“CDOR”), the Sterling Overnight Index Average (“SONIA”), the Swiss Average Rate Overnight (“SARON”), the Norwegian Interbank Offered Rate (“NIBOR”), the Bank Bill Market rate (“BKBM”) or an alternate base rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which reset annually, semi-annually, quarterly or monthly. For each such loan, the Company has provided the interest rate in effect on the date presented. SOFR basedSOFR-based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread. The borrower may also elect to have multiple interest reset periods for each loan.
(2)All of the Company’s portfolio company investments (including joint venture investments), which as of March 31, 20232024 represented 203.0%156.7% of the Company’s net assets, are subject to legal restrictions on sales. The acquisition date represents the date of the Company’s initial investment in the relevant portfolio company.
(3)Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act. Non-qualifying assets represent 26.5%23.0% of total investments at fair value as of March 31, 2023.2024. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
(4)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns between 5% or more, up to 25% (inclusive), of the portfolio company'scompany’s voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled “Affiliate Investments” for the threemonthsended March 31, 20232024 were as follows:
31
33


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
December 31, 2023
Value
December 31, 2023
Value
Gross Additions
(a)
Gross Reductions (b)Amount of Realized Gain (Loss)Amount of Unrealized Gain (Loss)March 31, 2024
Value
Amount of Interest or Dividends Credited to Income(c)
Portfolio CompanyPortfolio CompanyType of Investment
Coastal Marina Holdings, LLC
(d)
December 31, 2022
Value
Gross Additions
(a)
Gross Reductions (b)Amount of Realized Gain (Loss)Amount of Unrealized Gain (Loss)March 31, 2023 ValueAmount of Interest or Dividends Credited to Income(c)
Portfolio CompanyType of Investment
CPCF BPCC LLC
CPCF BPCC LLC
Eclipse Business Capital, LLC (d)
Eclipse Business Capital, LLC (d)
Second Lien Senior Secured Term Loan (7.5% Cash)$3,209 $$— $— $(1)$3,209 $61 
Revolver (LIBOR + 7.25%)$3,722 $$(642)$— $(3)$3,080 $113 
LLC units (63,139,338 units)$95,340 $— $— $— $5,683 $101,023 $2,105 
$102,271 $$(642)$— $5,679 $107,312 $2,279 
LLC units (63,139,338 units)
110,041
Rocade Holdings LLC (d)
Rocade Holdings LLC (d)
Preferred LP Units (12,000 units)$— $12,000 $— $— $— $12,000 $196 
LP Units (30.8 units)$— $— $— $— $— $— $— 
$— $12,000 $— $— $— $12,000 $196 
Common LP Units (30.8 units)
115,205
Thompson Rivers LLC
Thompson Rivers LLCThompson Rivers LLC6.3% Member Interest$12,041 $— $(3,614)$— $314 $8,741 $— 
$12,041 $— $(3,614)$— $314 $8,741 $— 
Waccamaw River LLCWaccamaw River LLC20% Member Interest$20,212 $— $— $(1,191)$19,021 $720 
$20,212 $— $— $— $(1,191)$19,021 $720 
Waccamaw River LLC
Total Affiliate InvestmentsTotal Affiliate Investments$134,524 $12,004 $(4,256)$ $4,802 $147,074 $3,195 
Total Affiliate Investments
Total Affiliate Investments
(a) Gross additions include increases in the cost basis of investments resulting from new investments, and follow-on investments.investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.
(b)     Gross reductions include decreases in the total cost basis of investments resulting from principal repayments, sales and return of capital.
(c)    Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.
(d) The fair value of the investment was determined using significant unobservable inputs.
(5)Some or all of the investment is or will be encumbered as security for BPC Funding LLC’s $800.0 million senior secured revolving credit facility with BNP Paribas (as amended, restated and modified from time to time, the “Revolving Credit Facility”).
(6)Some or all of the investment is or will be encumbered as security for the Company’s $496.5 million term debt securitization which was completed on August 23, 2023 (as amended, restated and modified from time to time, the “2023 Debt Securitization”).
(7)The fair value of the investment was determined using significant unobservable inputs.
(7)(8)Debt investment includes interest rate floor feature.
(8)The interest rate on these loans is subject to 1 Month LIBOR, which as of March 31, 2023 was 4.85771%.
(9)The interest rate on these loans is subject to 3 Month LIBOR, which as of March 31, 2023 was 5.19271%.
(10)The interest rate on these loans is subject to 6 Month LIBOR, which as of March 31, 2023 was 5.31300%.
(11)The interest rate on these loans is subject to 1 Month EURIBOR, which as of March 31, 20232024 was 2.91500%3.85500%.
(12)(10)The interest rate on these loans is subject to 3 Month EURIBOR, which as of March 31, 20232024 was 3.03800%3.89200%.
(13)(11)The interest rate on these loans is subject to 6 Month EURIBOR, which as of March 31, 20232024 was 3.34100%3.85100%.
(14)The interest rate on these loans is subject to 12 Month EURIBOR, which as of March 31, 2023 was 3.62200%.
(15)(12)The interest rate on these loans is subject to 1 Month BBSY, which as of March 31, 20232024 was 3.63340%4.29730%.
(16)(13)The interest rate on these loans is subject to 3 Month BBSY, which as of March 31, 20232024 was 3.71500%4.34420%.
(17)(14)The interest rate on these loans is subject to 6 Month BBSY, which as of March 31, 20232024 was 3.78750%4.49860%.
(18)(15)The interest rate on these loans is subject to 1 Month SOFR, which as of March 31, 20232024 was 4.80247%5.32874%.
(19)(16)The interest rate on these loans is subject to 3 Month SOFR, which as of March 31, 20232024 was 4.90855%5.29823%.
(20)(17)The interest rate on these loans is subject to 6 Month SOFR, which as of March 31, 20232024 was 4.89968%5.21781%.
(21)The interest rate on these loans is subject to 1 Month SONIA, which as of March 31, 2023 was 4.16870%.
(22)(18)The interest rate on these loans is subject to 3 Month SONIA, which as of March 31, 20232024 was 4.29870%5.18440%.
(23)(19)The interest rate on these loans is subject to 6 Month SONIA, which as of March 31, 20232024 was 4.46810%5.09150%.
(24)(20)The interest rate on these loans is subject to 3 Month STIBOR, which as of March 31, 20232024 was 3.36400%4.02500%.
(25)(21)The interest rate on these loans is subject to 1 Month CDOR, which as of March 31, 20232024 was 4.95000%5.29000%.
(26)(22)The interest rate on these loans is subject to 3 Month CDOR, which as of March 31, 20232024 was 5.02750%5.29500%.
(27)(23)The interest rate on these loans is subject to 3 Month BKBM, which as of March 31, 20232024 was 5.15000%5.64000%.
(28)
34


Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
(24)The interest rate on these loans is subject to 6 Month SARON, which as of March 31, 20232024 was 1.41862%1.46421%.
(29)(25)The interest rate on these loans is subject to 1 Month NIBOR, which as of March 31, 20232024 was 3.38000%4.61000%.
(30)The interest rate on these loans is subject to Prime, which as of March 31, 2023 was 8.00000%.
(31)(26)Investment is non-income producing.
(32)(27)Non-accrual investment.
(33)(28)AllSome or all of the investment is or will be encumbered as security for the Company’s senior secured credit facility with Sumitomo Mitsui Banking Corporation initially entered into in March 2023 (as amended, restated, and otherwise modified from time to time, the “SMBC Credit Facility”).
(34)(29)The sale of allPosition or a portion of this investment did not qualify for sale accounting under FASB ASC Topic 860, Transfers and Servicing (“ASC 860”),thereof is an unfunded loan or equity commitment.
and therefore the investment remains on(30)A summary of the Company’s Consolidated Scheduleinvestment portfolio by industry at fair value, and as a percentage of Investmentstotal investments and net assets are as follows:

($ in thousands)March 31, 2024Percent of PortfolioPercent of Total Net Assets
Aerospace and Defense$139,991 5.5 %8.5 %
Automotive28,706 1.1 1.8 
Banking, Finance, Insurance and Real Estate409,426 15.9 25.0 
Beverage, Food and Tobacco42,938 1.7 2.6 
Capital Equipment73,195 2.9 4.5 
Chemicals, Plastics, and Rubber31,714 1.2 1.9 
Construction and Building23,142 0.9 1.4 
Consumer Goods: Durable54,053 2.1 3.3 
Consumer Goods: Non-durable42,797 1.7 2.6 
Containers, Packaging and Glass49,024 1.9 3.0 
Energy: Electricity8,736 0.3 0.5 
Environmental Industries59,100 2.3 3.6 
Healthcare and Pharmaceuticals215,218 8.4 13.1 
High Tech Industries382,172 14.9 23.3 
Hotel, Gaming and Leisure23,686 0.9 1.4 
Investment Funds and Vehicles29,249 1.1 1.8 
Media: Advertising, Printing and Publishing27,677 1.1 1.7 
Media: Broadcasting and Subscription5,696 0.2 0.3 
Media: Diversified and Production58,495 2.3 3.6 
Services: Business477,297 18.6 29.1 
Services: Consumer130,554 5.1 8.0 
Structured Products40,333 1.6 2.5 
Telecommunications23,441 0.9 1.4 
Transportation: Cargo129,098 5.0 7.9 
Transportation: Consumer51,717 2.0 3.2 
Utilities: Electric11,456 0.4 0.7 
Total$2,568,911 100.0 %156.7 %

(31)A summary of March 31, 2023. See Note 5 in the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets are as follows:
Unaudited Consolidated Financial Statements for further details.
($ in thousands)
CostPercent of
Total
Portfolio
Fair ValuePercent of
Total
Portfolio
Percent of
Total
Net Assets
March 31, 2024:
Senior debt and 1st lien notes
$2,062,235 80 %$2,038,809 80 %124 %
Subordinated debt and 2nd lien notes
170,318 158,606 10 
Structured products26,435 25,527 
Equity shares271,205 10 314,083 12 19 
Equity warrants34 — 2,637 — — 
Investment in joint ventures45,603 29,249 
$2,575,830 100 %$2,568,911 100 %157 %

See accompanying notes.


32

35


Barings Private Credit Corporation
Consolidated Schedule of Investments
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 8.8% Cash05/2107/25$10,923 $10,864 $10,923 1.0 %(5) (6) (7) (18)
10,923 10,864 10,923 
A.T. Holdings II LTDOther FinancialFirst Lien Senior Secured Term Loan14.3% Cash11/2209/2915,000 15,000 15,000 1.4 %(3) (6)
15,000 15,000 15,000 
Accelerant HoldingsBanking, Finance, Insurance & Real EstateClass A Convertible Preferred Equity (5,000 shares)N/A01/22N/A5,000 5,403 0.5 %(6) (30)
Class B Convertible Preferred Equity (1,667 shares)N/A12/22N/A1,667 1,667 0.2 %(6) (30)
6,667 7,070 
Acclime Holdings HK LimitedBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 11.0% Cash08/2108/272,335 2,270 2,275 0.2 %(3) (5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.50%, 9.6% Cash08/2107/275,165 5,049 5,032 0.5 %(3) (5) (6) (7) (10)
7,500 7,319 7,307 
Accurus Aerospace CorporationAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.8% Cash04/2203/2813,332 13,152 13,119 1.2 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 10.8% Cash04/2203/28691 673 669 0.1 %(6) (7) (9)
Common Stock (262,573.98 shares)N/A04/22N/A262 261 — %(6) (30)
14,023 14,087 14,049 
AcogroupBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.8% Cash03/2210/2627,407 27,631 25,845 2.4 %(3) (6) (7) (13) (31)
First Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.8% Cash05/2110/261,281 1,446 1,208 0.1 %(3) (5) (6) (7) (13)
28,688 29,077 27,053 
Aesthetics Australia Group Pty Ltd (Laser Clinics Australia Group)Health Care ServicesFirst Lien Senior Secured Term LoanBBSY + 5.75%, 9.1% Cash05/2103/25694 793 687 0.1 %(3) (5) (6) (7) (16)
694 793 687 
Air Comm Corporation, LLCAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash06/2107/2724,760 24,367 24,466 2.2 %(5) (6) (7) (9)
24,760 24,367 24,466 
AIT Worldwide Logistics Holdings, Inc.Transportation ServicesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 12.2% Cash05/2104/297,220 7,083 6,945 0.6 %(5) (6) (7) (9)
7,220 7,083 6,945 
Amalfi MidcoHealthcareSubordinated Loan NotesLIBOR + 2.00%, 6.8% Cash, 9.0% PIK09/2209/284,784 4,451 4,303 0.4 %(3) (6) (9)
Class B Common Stock (93,165,208 shares)N/A09/22N/A1,040 1,121 0.1 %(3) (6) (30)
Warrants (380,385units)N/A09/22N/A426 — %(3) (6) (30)
4,784 5,495 5,850 
Amtech LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.6% Cash11/2111/272,700 2,625 2,645 0.2 %(5) (6) (7) (8)
RevolverLIBOR + 5.50%, 9.6% Cash11/2111/2791 84 85 — %(6) (7) (8)
2,791 2,709 2,730 

Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash05/2107/25$10,785 $10,748 $10,785 0.8 %(5) (6) (7) (8) (17)
10,785 10,748 10,785 
A.T. Holdings II LTDOther FinancialFirst Lien Senior Secured Term Loan14.3% Cash11/2209/2915,000 15,000 14,025 1.1 %(3) (7) (28)
15,000 15,000 14,025 
Accelerant HoldingsBanking, Finance, Insurance & Real EstateClass A Convertible Preferred Equity (5,000 shares)N/A01/22N/A5,000 5,858 0.4 %(7) (26) (28)
Class B Convertible Preferred Equity (1,651 shares)N/A12/22N/A1,667 1,950 0.1 %(7) (26) (28)
6,667 7,808 
Acclime Holdings HK LimitedBusiness ServicesFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash08/2108/277,500 7,352 7,382 0.6 %(3) (5) (7) (8) (17)
7,500 7,352 7,382 
Accurus Aerospace CorporationAerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.8% Cash04/2204/2813,189 13,038 12,793 1.0 %(5) (7) (8) (16)
RevolverSOFR + 5.25%, 10.8% Cash04/2204/281,003 988 961 0.1 %(7) (8) (16) (28) (29)
Common Stock (262,573.98 shares)N/A04/22N/A263 307 — %(7) (26) (28)
14,192 14,289 14,061 
AcogroupBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 4.65%, 8.6% Cash, 2.3% PIK05/2110/261,326 1,447 1,178 0.1 %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanEURIBOR + 4.65%, 8.6% Cash, 2.3% PIK03/2210/2628,867 28,266 25,663 2.0 %(3) (7) (8) (10) (28)
30,193 29,713 26,841 
Adhefin InternationalIndustrial OtherFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash05/2305/301,831 1,760 1,778 0.1 %(3) (7) (8) (10) (28) (29)
Subordinated Term Loan
EURIBOR +
10.5% PIK,
14.4% PIK
05/2311/30307 296 300 — %(3) (7) (8) (10) (28)
2,138 2,056 2,078 
Aesthetics Australia Group Pty Ltd (Laser Clinics Australia Group)Health Care ServicesFirst Lien Senior Secured Term LoanBBSY + 5.75%, 10.0% Cash05/2103/25699 793 694 0.1 %(3) (5) (7) (8) (14)
699 793 694 
Air Comm Corporation, LLCAerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash06/2107/2724,510 24,205 24,118 1.8 %(5) (6) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash06/2107/271,296 1,263 1,296 0.1 % (7) (8) (16) (28)
25,806 25,468 25,414 
AirX Climate Solutions, Inc.Diversified ManufacturingFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash11/2311/299,197 8,849 8,842 0.7 %(5) (7) (8) (16) (29)
RevolverSOFR + 6.25%, 11.7% Cash11/2311/29— (50)(51)— % (7) (8) (16) (28) (29)
9,197 8,799 8,791 
AIT Worldwide Logistics Holdings, Inc.Transportation ServicesSecond Lien Senior Secured Term LoanSOFR + 7.50%, 13.0% Cash05/2104/297,220 7,100 7,155 0.5 %(5) (7) (8) (15)
7,220 7,100 7,155 
AlliA Insurance Brokers NVInsuranceFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash03/2303/303,548 3,320 3,443 0.3 %(3) (5) (7) (8) (10) (29)
3,548 3,320 3,443 



33
36


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyPortfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *NotesPortfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Amalfi MidcoAmalfi MidcoHealthcareSubordinated Loan Notes2.0% Cash, 9.0% PIK09/2209/28$5,539 $4,902 $4,824 0.4 %(3) (7) (28)
Class B
Common Stock
(93,165,208 shares)
N/A09/22N/A1,040 1,188 0.1 %(3) (7) (26) (28)
Warrants
(380,385 units)
N/A09/22N/A529 — %(3) (7) (26) (28)
Americo Chemical Products, LLC
Americo Chemical Products, LLCAmerico Chemical Products, LLCChemicalsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash04/2304/292,763 2,700 2,741 0.2 %(7) (8) (15) (28)
Americo Chemical Products, LLCRevolverSOFR + 5.50%, 10.9% Cash04/2304/29— (31)(11)— %(7) (8) (15) (28) (29)
Common Stock (262,093 shares)N/A04/23N/A262 265 — %(7) (26)
Amtech LLC
Amtech LLCAmtech LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.4% Cash11/2111/273,577 3,529 3,557 0.3 %(5) (7) (8) (16)
RevolverSOFR + 5.50%, 11.4% Cash11/2111/27164 158 161 — % (7) (8) (16) (28) (29)
AnalytiChem Holding GmbH
AnalytiChem Holding GmbHChemicalsFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.1% Cash11/2112/28$1,355 $1,424 $1,326 0.1 %(3) (5) (6) (7) (15)AnalytiChem Holding GmbHChemicalsFirst Lien Senior Secured Term LoanBBSY + 6.25%, 10.4% Cash11/2110/281,363 1,424 1,424 1,340 1,340 0.1 0.1 %(3) (5) (7) (8) (13)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash11/2111/284,973 5,021 4,869 0.4 %(3) (5) (6) (7) (12)First Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash11/2110/286,913 6,866 6,866 6,797 6,797 0.5 0.5 %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash11/2112/281,706 1,825 1,670 0.2 %(3) (5) (6) (7) (12)First Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash04/2210/287,490 7,264 7,264 7,365 7,365 0.6 0.6 %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash04/2210/287,237 7,238 7,085 0.7 %(3) (5) (6) (7) (12)First Lien Senior Secured Term LoanEURIBOR + 7.00%, 11.0% Cash01/2310/282,299 2,149 2,149 2,276 2,276 0.2 0.2 %(3) (5) (7) (8) (10)
AnalytiChem Holding GmbHFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.8% Cash11/2112/28951 951 931 0.1 %(3) (5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 10.8% Cash06/2210/281,283 1,283 1,257 0.1 %(3) (5) (6) (7) (9)
RevolverEURIBOR + 6.00%, 7.7% Cash04/2210/23— (6)(10)— %(3) (6) (7) (12)
17,505 17,736 17,128 
AnalytiChem Holding GmbHFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.9% Cash11/2110/28951 951 935 0.1 %(3) (5) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 6.25%, 11.9% Cash06/2210/281,283 1,283 1,262 0.1 %(3) (5) (7) (8) (16)
20,299
20,299
Anju Software, Inc.
Anju Software, Inc.Anju Software, Inc.Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 7.25%, 11.6% Cash05/2102/251,417 1,414 1,165 0.1 %(5) (6) (7) (8)Anju Software, Inc.Application SoftwareSuper Senior Secured Term Loan10.0% PIK10/2306/2593 87 87 86 86 — — %(5) (7) (8) (29)
1,417 1,414 1,165 First Lien Senior Secured Term Loan8.0% PIK05/2106/251,410 1,408 1,408 995 995 0.1 0.1 %(5) (7) (8) (27)
Anju Software, Inc.
APC1 Holding
APC1 HoldingAPC1 HoldingDiversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash07/2207/292,101 1,952 2,044 0.2 % (3) (5) (6) (7) (12)Diversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.4% Cash07/2207/292,541 2,314 2,314 2,505 2,505 0.2 0.2 % (3) (5) (7) (8) (10)
2,101 1,952 2,044 
Apex Bidco LimitedApex Bidco LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSONIA + 6.25% 9.7% Cash05/2101/27407 470 407 — %(3) (5) (6) (7) (21)
Apex Bidco Limited
Apex Bidco LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSONIA + 5.75%, 11.1% Cash05/2101/27431 471 431 — %(3) (5) (7) (8) (18)
Apex Bidco LimitedFirst Lien Senior Secured Term LoanSONIA + 6.50%, 11.7% Cash10/2301/27881 818 854 0.1 %(3) (5) (7) (8) (18)
Apex Bidco LimitedBusiness Equipment & Services407 470 407 
APOG Bidco Pty LtdAPOG Bidco Pty LtdHealthcareSecond Lien Senior Secured Term LoanBBSY + 7.25%, 10.3% Cash04/2203/301,099 1,191 1,083 0.1 %(3) (5) (6) (7) (14)
APOG Bidco Pty LtdAPOG Bidco Pty LtdHealthcare1,099 1,191 1,083 
APOG Bidco Pty LtdHealthcareSecond Lien Senior Secured Term LoanBBSY + 7.25%, 11.6% Cash04/2203/301,106 1,193 1,090 0.1 %(3) (5) (7) (8) (12)
Aptus 1829. GmbH
Aptus 1829. GmbHAptus 1829. GmbHChemicals, Plastics, & RubberFirst Lien Senior Secured Term LoanEURIBOR + 7.00%, 8.9% Cash09/2109/275,168 5,556 5,168 0.5 %(3) (5) (6) (7) (11)Aptus 1829. GmbHChemicals, Plastics, and RubberFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash, 1.5% PIK09/2109/272,415 2,517 2,517 2,015 2,015 0.2 0.2 %(3) (5) (7) (8) (11)
Preferred Stock (14 shares)N/A09/21N/A122 119 — %(3)(6) (30)Aptus 1829. GmbH
Preferred Stock
(14 shares)
N/A09/21N/A122 — — %(3) (7) (26) (28)
Common Stock (49 shares)N/A09/21N/A12 — %(3)(6) (30)
Common Stock
(49 shares)
N/A09/21N/A12 — — — — %(3) (7) (26) (28)
5,168 5,690 5,294 
Apus Bidco LimitedApus Bidco LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSONIA + 5.50%, 7.2% Cash05/2103/281,144 1,310 1,104 0.1 %(3) (5) (6) (7) (22)
Apus Bidco LimitedApus Bidco LimitedBanking, Finance, Insurance & Real Estate1,144 1,310 1,104 
AQA Acquisition Holding IncHigh Tech IndustriesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 12.2% Cash05/2103/297,460 7,286 7,140 0.7 %(5) (6) (7) (9)
7,460 7,286 7,140 
Apus Bidco LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSONIA + 5.50%, 10.7% Cash05/2103/281,212 1,315 1,195 0.1 %(3) (5) (7) (8) (18)
Aquavista Watersides 2 LTDTransportation ServicesFirst Lien Senior Secured Term LoanSONIA + 6.00%, 8.9% Cash12/2112/24117 81 92 — %(3) (5) (6) (7) (22)
First Lien Senior Secured Term LoanSONIA + 6.00%, 8.9% Cash12/2112/282,488 2,692 2,440 0.2 %(3) (5) (6) (7) (22)
Second Lien Senior Secured Term LoanSONIA + 10.5% PIK12/2112/28697 750 684 0.1 %(3) (6) (7) (22)
3,302 3,523 3,216 
Arc EducationConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash07/2207/296,147 5,587 5,938 0.5 %(3) (5) (6) (7) (12)
6,147 5,587 5,938 
ArchimedeConsumer ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.5% Cash05/2110/2714,408 14,234 14,104 1.3 %(3) (5) (6) (7) (12)
14,408 14,234 14,104 
34
37


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyPortfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *NotesPortfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
AQA Acquisition Holding IncAQA Acquisition Holding IncHigh Tech IndustriesSecond Lien Senior Secured Term LoanSOFR + 7.50%, 13.0% Cash05/2103/29$7,460 $7,309 $7,437 0.6 %(5) (7) (8) (16)
Aquavista Watersides 2 LTD
Aquavista Watersides 2 LTDAquavista Watersides 2 LTDTransportation ServicesFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.2% Cash12/2112/282,980 3,009 2,707 0.2 %(3) (5) (7) (8) (19) (29)
Second Lien Senior Secured Term LoanSONIA + 10.5% PIK, 15.7% PIK12/2112/28855 866 791 0.1 %(3) (7) (8) (19) (28)
Arc Education
Arc Education
Arc EducationConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.7% Cash07/2207/292,627 2,395 2,561 0.2 %(3) (5) (7) (8) (10) (29)
Archimede
Archimede
ArchimedeConsumer ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash05/2110/2714,913 14,816 14,425 1.1 %(3) (5) (7) (8) (10)
Argus Bidco Limited
Argus Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash07/2207/29$616 $566 $600 0.1 %(3) (5) (6) (7) (12)Argus Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.7% Cash07/2207/29281 269 269 267 267 — — %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash08/2207/291,903 1,823 1,856 0.2 %(3) (5) (6) (7) (12)First Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.7% Cash08/2207/292,002 1,854 1,854 1,897 1,897 0.1 0.1 %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash09/2207/29654 615 638 0.1 %(3) (5) (6) (7) (12)First Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.7% Cash09/2207/29687 626 626 652 652 — — %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanSOFR+ 5.75%, 10.3% Cash07/2207/29259 252 253 — %(3) (5) (6) (7) (18)First Lien Senior Secured Term LoanSOFR + 4.00%, 9.3% Cash, 3.3% PIK07/2207/29263 257 257 250 250 — — %(3) (5) (7) (8) (16)
First Lien Senior Secured Term LoanSONIA + 5.75%, 9.2% Cash07/2207/293,197 3,028 3,072 0.3 %(3) (5) (6) (7) (21)First Lien Senior Secured Term LoanSONIA + 6.50%, 11.4% Cash07/2207/29— (22)(22)(56)(56)— — %(3) (5) (7) (8) (18) (29)
Subordinated Term Loan10.5% PIK07/2207/29999 958 973 0.1 %(3) (6)Second Lien Senior Secured Term Loan10.5% PIK07/2207/291,565 1,451 1,451 1,468 1,468 0.1 0.1 %(3) (5) (7) (28)
Argus Bidco LimitedPreferred Stock (83,120 shares)10.0% PIK07/22N/A103 100 — %(3) (6)
Equity Loan Notes (83,120 units)10.0% PIK07/22N/A103 100 — %(3) (6)
Common Stock (929 shares)N/A07/22N/A— — %(3) (6) (30)
7,628 7,449 7,592 
Argus Bidco LimitedPreferred Stock (83,120 shares)10.0% PIKFirst Lien Senior Secured Term Loan10.0% PIK07/22N/A114 85 — %(3) (7) (28)
Equity Loan Notes (83,120 units)10.0% PIK07/22N/A114 85 — %(3) (7) (28)
Common Stock
(929 shares)
N/A07/22N/A— — %(3) (7) (26) (28)
Armstrong Transport Group (Pele Buyer, LLC)
Armstrong Transport Group (Pele Buyer, LLC)Air Freight & LogisticsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.7% Cash10/2206/245,960 5,842 5,826 0.5 %(5) (6) (7) (19)Air Freight & LogisticsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash05/2106/243,927 3,913 3,913 3,782 3,782 0.3 0.3 %(5) (6) (7) (8) (16)
Armstrong Transport Group (Pele Buyer, LLC)First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.2% Cash05/2106/244,040 3,996 3,949 0.4 %(5) (6) (7) (9)First Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash10/2206/245,776 5,738 5,738 5,562 5,562 0.4 0.4 %(6) (7) (8) (16)
10,000 9,838 9,775 
ASC Communications, LLCASC Communications, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.3% Cash07/2207/2712,631 12,434 12,434 1.1 %(5) (6) (7) (17)
ASC Communications, LLCASC Communications, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash07/2207/274,422 4,368 4,386 0.3 %(5) (7) (8) (15)
ASC Communications, LLCRevolverSOFR + 4.75%, 10.1% Cash07/2207/27— (7)(5)— %(7) (8) (15) (28) (29)
ASC Communications, LLCMedia & EntertainmentClass A Units (15,285.8 units)N/A07/22N/A320 369 — %(6) (30)Class A Units (15,285.8 units)N/A07/22N/A321 418 418 — — %(7)
12,631 12,754 12,803 
ASPEQ Heating Group LLCBuilding Products, Air & HeatingFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 9.0% Cash05/2111/251,602 1,593 1,602 0.1 %(5) (6) (7) (9)
1,602 1,593 1,602 
Astra Bidco Limited
Astra Bidco Limited
Astra Bidco LimitedAstra Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.00%, 9.4% Cash11/2111/282,382 2,553 2,289 0.2 %(3) (5) (6) (7) (21)HealthcareFirst Lien Senior Secured Term LoanSONIA + 5.25%, 10.4% Cash11/2111/282,917 2,950 2,950 2,887 2,887 0.2 0.2 %(3) (5) (7) (8) (18) (29)
2,382 2,553 2,289 
ATL II MRO Holdings Inc.
ATL II MRO Holdings Inc.ATL II MRO Holdings Inc.TransportationFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.4% Cash11/2211/2812,500 12,194 12,188 1.1 %(5) (6) (7) (19)ATL II MRO Holdings Inc.TransportationFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash11/2211/288,405 8,223 8,223 8,405 8,405 0.6 0.6 %(5) (7) (8) (16)
RevolverSOFR + 6.00%, 10.4% Cash11/2211/28— (61)(63)— %(6) (7) (19)RevolverSOFR + 5.50%, 10.9% Cash11/2211/28— (52)(52)— — — — %(7) (8) (16) (28) (29)
12,500 12,133 12,125 
Audio Precision, Inc.Audio Precision, Inc.High Tech IndustriesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash05/2110/242,678 3,008 2,665 0.2 %(5) (6) (7) (12)
Audio Precision, Inc.Audio Precision, Inc.High Tech IndustriesFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.9% Cash05/2110/242,737 2,979 2,655 0.2 %(5) (7) (8) (10)
Audio Precision, Inc.High Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash05/2110/244,944 4,909 4,919 0.5 %(5) (6) (7) (9)First Lien Senior Secured Term LoanSOFR + 5.00%, 10.5% Cash05/2110/244,880 4,864 4,864 4,733 4,733 0.4 0.4 %(6) (7) (8) (16)
7,622 7,917 7,584 
Auxi InternationalAuxi InternationalCommercial FinanceFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.1% Cash05/2112/26320 358 280 — %(3) (5) (6) (7) (13)
Auxi InternationalAuxi InternationalCommercial Finance320 358 280 
Avalign Holdings, Inc.Health Care SuppliesFirst Lien Senior Secured Term LoanSOFR + 4.50%, 9.1% Cash05/2112/251,795 1,792 1,695 0.2 %(5) (6) (7) (17)
1,795 1,792 1,695 
Auxi InternationalCommercial FinanceFirst Lien Senior Secured Term LoanEURIBOR + 7.25%, 11.3% Cash05/2112/26331 359 306 — %(3) (5) (7) (8) (11)
Avance Clinical Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 4.50%, 7.7% Cash11/2111/272,792 2,820 2,680 0.2 %(3) (5) (6) (7) (16)
2,792 2,820 2,680 
AWP Group Holdings, Inc.Business ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash05/2112/271,472 1,456 1,443 0.1 %(5) (6) (7) (9)
1,472 1,456 1,443 
35
38


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyPortfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *NotesPortfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Azalea Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.0% Cash11/2111/27$4,560 $4,467 $4,489 0.4 %(5) (6) (7) (9)
RevolverLIBOR + 5.25%, 10.0% Cash11/2111/27— (8)(6)— %(6) (7) (9)
Subordinated Term Loan12.0% PIK11/2105/281,431 1,409 1,403 0.1 %(6)
Common Stock (192,307.7 shares)N/A11/21N/A192 183 — %(6) (30)
Avalign Holdings, Inc.Health Care SuppliesFirst Lien Senior Secured Term LoanSOFR + 4.50%, 10.0% Cash05/2112/25$1,772 $1,770 $1,772 0.1 %(6) (7) (8) (16)
Avalign Holdings, Inc.
Avance Clinical Bidco Pty Ltd
Avance Clinical Bidco Pty Ltd
Avance Clinical Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.00%, 9.4% Cash11/2111/272,810 2,839 2,554 0.2 %(3) (5) (7) (8) (14) (29)
AWP Group Holdings, Inc.
AWP Group Holdings, Inc.
AWP Group Holdings, Inc.Business ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash05/2112/291,930 1,901 1,924 0.1 %(6) (7) (8) (16) (28) (29)
Azalea Buyer, Inc.Azalea Buyer, Inc.Technology5,991 6,060 6,069 
First Lien Senior Secured Term LoanEURIBOR + 5.50%, 6.7% Cash11/2111/282,775 2,856 2,711 0.2 %(3) (5) (6) (7) (13)
2,775 2,856 2,711 
Azalea Buyer, Inc.Azalea Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.7% Cash11/2111/274,842 4,767 4,809 0.4 %(5) (7) (8) (16) (29)
RevolverSOFR + 5.25%, 10.7% Cash11/2111/27— (6)(3)— %(7) (8) (16) (28) (29)
Subordinated Term Loan12.0% PIK11/2105/281,564 1,545 1,529 0.1 %(7) (28)
Common Stock (192,307.7 shares)N/A11/21N/A192 288 — %(7) (26)
Bariacum S.A.
Bariacum S.A.
Bariacum S.A.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.6% Cash11/2111/283,866 3,849 3,866 0.3 %(3) (5) (7) (8) (11)
Benify (Bennevis AB)
Benify (Bennevis AB)
Benify (Bennevis AB)Benify (Bennevis AB)High Tech IndustriesFirst Lien Senior Secured Term LoanSTIBOR + 5.25%, 7.9% Cash05/2107/26341 423 341 — %(3) (5) (6) (7) (23)High Tech IndustriesFirst Lien Senior Secured Term LoanSTIBOR + 5.25%, 9.3% Cash05/2107/26353 423 423 353 353 — — %(3) (5) (7) (8) (20)
341 423 341 
Bestop, Inc.Bestop, Inc.Auto Parts & EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.0% Cash05/2101/253,575 3,570 3,203 0.3 %(5) (6) (7) (18)
Bestop, Inc.Bestop, Inc.Auto Parts & Equipment3,575 3,570 3,203 
Bestop, Inc.Auto Parts & EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash05/2101/253,370 3,368 3,300 0.3 %(5) (7) (8) (16)
Beyond Risk Management, Inc.
Beyond Risk Management, Inc.
Beyond Risk Management, Inc.Beyond Risk Management, Inc.Other FinancialFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.9% Cash10/2110/272,551 2,499 2,493 0.2 %(5) (6) (7) (8)Other FinancialFirst Lien Senior Secured Term LoanSOFR + 4.50%, 10.0% Cash10/2110/272,944 2,923 2,923 2,944 2,944 0.2 0.2 %(5) (7) (8) (16) (29)
2,551 2,499 2,493 
BidwaxBidwaxNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.6% Cash05/2102/284,909 5,322 4,767 0.4 %(3) (5) (6) (7) (13)
BidwaxBidwaxNon-durable Consumer Goods4,909 5,322 4,767 
BidwaxNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.5% Cash05/2102/285,081 5,341 5,042 0.4 %(3) (5) (7) (8) (11) (28)
BigHand UK Bidco Limited
BigHand UK Bidco LimitedBigHand UK Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash05/2101/28175 172 164 — %(3) (5) (7) (8) (17)
BigHand UK Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.8% Cash05/2101/28322 317 316 — %(3) (5) (6) (7) (18)BigHand UK Bidco LimitedFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash05/2101/28147 147 147 137 137 — — %(3) (7) (8) (16) (28)
First Lien Senior Secured Term LoanSONIA + 5.50%, 9.0% Cash05/2101/28376 430 369 — %(3) (5) (6) (7) (21)First Lien Senior Secured Term LoanSONIA + 5.75%, 11.1% Cash05/2101/28398 430 430 373 373 — — %(3) (5) (7) (8) (18)
698 747 685 
Biolam GroupBiolam GroupConsumer Non-cyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.2% Cash12/2211/293,157 2,956 2,939 0.3 %(3) (5) (6) (7) (12)
Biolam Group
Biolam GroupConsumer Non-cyclicalFirst Lien Senior Secured Term LoanEURIBOR + 4.25%, 5.5% Cash, 2.8% PIK12/2212/293,442 3,343 3,120 0.2 %(3) (5) (7) (8) (10) (29)
Biolam GroupConsumer Non-cyclical3,157 2,956 2,939 
Bounteous, Inc.Bounteous, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.0% Cash08/2108/273,734 3,631 3,458 0.3 %(5) (6) (7) (9)
Bounteous, Inc.Bounteous, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 9.6% Cash08/2108/274,647 4,573 4,345 0.4 %(5) (6) (7) (8)TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.7% Cash08/2108/278,302 8,162 8,162 7,664 7,664 0.6 0.6 %(5) (6) (7) (8) (16) (29)
8,381 8,204 7,803 
BPG Holdings IV Corp
BPG Holdings IV Corp
BPG Holdings IV CorpDiversified ManufacturingFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash03/2307/2915,820 14,954 14,871 1.1 %(7) (8) (16) (28)
Bridger Aerospace Group Holdings, LLC
Bridger Aerospace Group Holdings, LLCBridger Aerospace Group Holdings, LLCEnvironmental IndustriesMunicipal Revenue Bond11.5% Cash07/2209/2732,980 32,980 34,314 3.2 %Bridger Aerospace Group Holdings, LLCEnvironmental IndustriesMunicipal Revenue Bond11.5% Cash07/2209/2732,980 32,980 32,980 34,922 34,922 2.7 2.7 %(28)
Preferred Stock- Series C (17,725 shares)7.0% PIK07/22N/A17,533 17,861 1.6 %(6)
Preferred Stock- Series A
(17,725 shares)
7.0% PIK07/22N/A18,857 18,192 18,192 1.4 1.4 %(7) (28)
32,980 50,513 52,175 
Brightline Trains Florida LLCBrightline Trains Florida LLCTransportationSenior Secured Note8.0% Cash08/2101/288,000 8,000 6,960 0.6 %(6)
Brightline Trains Florida LLCBrightline Trains Florida LLCTransportation8,000 8,000 6,960 
Brightpay LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 6.5% Cash10/2110/283,078 3,205 3,009 0.3 %(3) (5) (6) (7) (12)
3,078 3,205 3,009 
Brightline Trains Florida LLCTransportationSenior Secured Note8.0% Cash08/2101/288,000 8,000 7,600 0.6 %(7) (28)
BrightSign LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash10/2110/2710,580 10,492 10,482 1.0 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 10.5% Cash10/2110/27— (9)(10)— %(6) (7) (9)
LLC Units (923,857.7 units)N/A10/21N/A924 961 0.1 %(6) (30)
10,580 11,407 11,433 
British Engineering Services Holdco LimitedCommercial Services & SuppliesFirst Lien Senior Secured Term LoanSONIA + 7.00%, 9.3% Cash05/2112/277,059 7,574 6,881 0.6 %(3) (5) (6) (7) (21)
7,059 7,574 6,881 
36
39


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyPortfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *NotesPortfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Brightpay LimitedBrightpay LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 9.0% Cash10/2110/28$3,186 $3,214 $3,140 0.2 %(3) (5) (7) (8) (10) (29)
BrightSign LLC
BrightSign LLCBrightSign LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash10/2110/2710,473 10,402 10,107 0.8 %(6) (7) (8) (16)
BrightSign LLCRevolverSOFR + 5.75%, 11.2% Cash10/2110/27739 732 700 0.1 %(7) (8) (16) (28) (29)
LLC Units (923,857.7 units)N/A10/21N/A924 776 0.1 %(7) (26)
British Engineering Services Holdco Limited
British Engineering Services Holdco Limited
British Engineering Services Holdco LimitedCommercial Services & SuppliesFirst Lien Senior Secured Term LoanSONIA + 7.00%, 11.9% Cash05/2112/277,605 7,728 7,492 0.6 %(3) (5) (7) (8) (19) (29)
Bucharest Bidco Limited
Bucharest Bidco LimitedBucharest Bidco LimitedHotel, Gaming & LeisureFirst Lien Senior Secured GBP Term LoanSONIA + 7.00%, 10.2% Cash05/2107/26$791 $816 $695 0.1 %(3) (6) (22)Bucharest Bidco LimitedHotel, Gaming and LeisureFirst Lien Senior Secured Term LoanSONIA + 7.28%, 12.5% Cash05/2107/26838 848 848 750 750 0.1 0.1 %(3) (7) (19) (28)
First Lien Senior Secured USD Term LoanLIBOR + 7.00%, 12.1% Cash05/2107/26175 156 154 — %(3) (6) (10)First Lien Senior Secured Term LoanSOFR + 7.00%, 12.3% Cash05/2107/26175 163 163 156 156 — — %(3) (7) (17) (28)
966 972 849 
Burgess Point Purchaser Corporation
Burgess Point Purchaser CorporationBurgess Point Purchaser CorporationAuto Parts & EquipmentSecond Lien Senior Secured Term LoanSOFR + 9.00%, 13.3% Cash07/2207/304,545 4,371 4,390 0.4 %(5) (6) (7) (17)Burgess Point Purchaser CorporationAuto Parts & EquipmentSecond Lien Senior Secured Term LoanSOFR + 9.00%, 14.4% Cash07/2207/304,545 4,387 4,387 4,368 4,368 0.3 0.3 %(5) (7) (8) (15)
LP Units (455 units)N/A07/22N/A455 446 — %(6) (30)LP Units (455 units)N/A07/22N/A455 462 462 — — %(7) (26) (28)
4,545 4,826 4,836 
BVI Medical, Inc.BVI Medical, Inc.HealthcareSecond Lien Senior Secured Term LoanEURIBOR + 9.50%, 11.6% Cash06/2206/265,885 5,589 5,644 0.5 %(5) (6) (7) (12)
BVI Medical, Inc.BVI Medical, Inc.Healthcare5,885 5,589 5,644 
BVI Medical, Inc.HealthcareSecond Lien Senior Secured Term LoanEURIBOR + 9.50%, 13.4% Cash06/2206/266,091 5,643 5,671 0.4 %(5) (7) (8) (10)
CAi Software, LLC
CAi Software, LLCCAi Software, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 10.2% Cash07/2212/281,377 1,351 1,341 0.1 %(5) (6) (7) (9)CAi Software, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.9% Cash12/2112/288,899 8,764 8,764 8,320 8,320 0.6 0.6 %(6) (7) (8) (16)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 11.0% Cash12/2112/288,989 8,831 8,755 0.8 %(5) (6) (7) (9)CAi Software, LLCFirst Lien Senior Secured Term LoanSOFR +6.25%, 11.9% Cash07/2212/281,363 1,343 1,343 1,275 1,275 0.1 0.1 %(6) (7) (8) (16)
RevolverLIBOR + 6.25%, 11.0% Cash12/2112/28— (16)(24)— %(6) (7) (9)RevolverSOFR + 6.25%, 11.9% Cash12/2112/28— (13)(13)(61)(61)— — %(7) (8) (16) (28) (29)
10,366 10,166 10,072 
Canadian Orthodontic Partners Corp.Canadian Orthodontic Partners Corp.HealthcareFirst Lien Senior Secured Term LoanCDOR + 7.00%, 11.9% Cash06/2103/264,109 4,562 3,876 0.4 %(3) (5) (6) (7) (25)
Class A Equity (500,000 units)N/A05/22N/A389 292 — %(3) (6) (30)
Canadian Orthodontic Partners Corp.Canadian Orthodontic Partners Corp.HealthcareClass C - Warrants (74,712.64 units)N/A05/22N/A— — — %(3) (6) (30)Canadian Orthodontic Partners Corp.HealthcareFirst Lien Senior Secured Term Loan3.5% Cash, CDOR + 3.5% PIK, 9.0% PIK06/2103/264,562 4,905 4,905 3,490 3,490 0.3 0.3 %(3) (5) (7) (8) (22)
4,109 4,951 4,168 
Class A Equity (500,000 units)N/A05/22N/A389 — — %(3) (7) (26) (28)
Class C - Warrants (257,127.45 units)N/A05/22N/A— — — %(3) (7) (26) (28)
Class X Equity (45,604 units)Class X Equity (45,604 units)N/A05/22N/A35 — — %(3) (7) (26) (28)
4,562
Caribou Holding Company, LLC
Caribou Holding Company, LLCCaribou Holding Company, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 7.64%, 12.5% Cash04/2204/273,907 3,855 3,862 0.4 %(3) (5) (6) (7) (18)Caribou Holding Company, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 7.64%, 14.0% Cash04/2204/273,907 3,865 3,865 3,836 3,836 0.3 0.3 %(3) (5) (7) (8) (16)
LLC Units (616,844 units)N/A04/22N/A617 567 0.1 %(3) (6) (30)
LLC Units
(616,844 units)
N/A04/22N/A617 888 888 0.1 0.1 %(3) (7) (26) (28)
3,907 4,472 4,429 
Carlson Travel, IncBusiness Travel ManagementCommon Stock (125,349 shares)N/A06/22N/A2,538 765 0.1 %(5) (30)
2,538 765 
Cascade Residential Services LLC
Cascade Residential Services LLCCascade Residential Services LLCElectricFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash10/2310/295,497 5,177 5,166 0.4 %(5) (7) (8) (16) (29)
RevolverSOFR + 5.00%, 10.4% Cash10/2310/29— (31)(32)— %(7) (8) (16) (28) (29)
Centralis Finco S.a.r.l.Centralis Finco S.a.r.l.Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.1% Cash05/2104/27252 223 238 — %(3) (5) (6) (7) (12)
Centralis Finco S.a.r.l.Centralis Finco S.a.r.l.Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.6% Cash05/2104/27189 200 183 — %(3) (5) (6) (7) (12)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.2% Cash05/2104/27765 712 712 752 752 0.1 0.1 %(3) (5) (7) (8) (10) (28)
441 423 421 
Ceres Pharma NVCeres Pharma NVPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.1% Cash10/2110/284,520 4,616 4,294 0.4 %(3) (5) (6) (7) (13)
Ceres Pharma NVCeres Pharma NVPharmaceuticals4,520 4,616 4,294 
CGI Parent, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.8% Cash02/2202/2817,662 17,354 17,133 1.6 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanSOFR + 4.75%, 9.3% Cash12/2202/282,134 2,069 2,069 0.2 %(5) (6) (7) (18)
RevolverLIBOR + 4.50% 8.8% Cash02/2202/28— (29)(50)— %(6) (7) (8)
Preferred Stock (551 shares)N/A02/22N/A551 1,027 0.1 %(6) (7) (30)
19,796 19,945 20,179 
Ceres Pharma NVPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 10.1% Cash10/2110/284,679 4,634 4,524 0.3 %(3) (5) (7) (8) (11)
Chambers Global Holdings LimitedData Processing & Outsourced ServicesFirst Lien Senior Secured Term LoanSONIA + 5.50%, 8.9% Cash05/2101/261,150 1,332 1,132 0.1 %(3) (5) (6) (7) (21)
1,150 1,332 1,132 
Classic Collision (Summit Buyer, LLC)Auto Collision Repair CentersFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash05/2101/2618,529 18,180 18,245 1.7 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash05/2104/261,065 1,047 1,050 0.1 %(5) (6) (7) (8)
19,594 19,227 19,295 
37
40


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyPortfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *NotesPortfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
CGI Parent, LLCCGI Parent, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.3% Cash02/2202/28$21,133 $20,701 $20,711 1.6 %(5) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 5.75%, 11.3% Cash12/2202/282,112 2,059 2,070 0.2 %(5) (7) (8) (16)
RevolverSOFR + 5.75%, 11.3% Cash02/2202/28— (24)(33)— %(7) (8) (16) (28) (29)
Preferred Stock
(657 shares)
N/A02/22N/A722 1,190 0.1 %(7) (26) (28)
Classic Collision (Summit Buyer, LLC)
Classic Collision (Summit Buyer, LLC)Classic Collision (Summit Buyer, LLC)Auto Collision Repair CentersFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.3% Cash05/2101/2614,684 14,339 14,573 1.1 %(5) (6) (7) (8) (16) (29)
Classic Collision (Summit Buyer, LLC)First Lien Senior Secured Term LoanSOFR +5.75%, 11.3% Cash05/2104/261,204 1,192 1,198 0.1 %(5) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 5.75%, 11.3% Cash05/2107/245,138 5,077 5,113 0.4 %(5) (7) (8) (17)
CM Acquisition Holding Inc.
CM Acquisition Holding Inc.
CM Acquisition Holding Inc.CM Acquisition Holding Inc.Internet & Direct MarketingFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.0% Cash05/2105/25$10,813 $10,786 $10,326 0.9 %(5) (6) (7) (18)Internet & Direct MarketingFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.2% Cash05/2105/2510,701 10,685 10,685 10,444 10,444 0.8 0.8 %(5) (7) (8) (16)
10,813 10,786 10,326 
Coastal Marina Holdings, LLCOther FinancialSubordinated Term Loan8.0% Cash11/2111/318,310 7,754 7,764 0.7 %(6)
Subordinated Term Loan10.0% PIK11/2111/313,230 3,027 3,018 0.3 %(6)
LLC Units (1,018,869 units)N/A11/21N/A4,547 5,364 0.5 %(6) (30)
11,540 15,328 16,146 
Cobham Slip Rings SAS
Cobham Slip Rings SAS
Cobham Slip Rings SASCobham Slip Rings SASDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.0% Cash11/2111/283,091 3,027 3,011 0.3 %(3) (5) (6) (7) (9)Diversified ManufacturingFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash11/2111/283,091 3,039 3,039 3,070 3,070 0.2 0.2 %(3) (5) (7) (8) (16)
3,091 3,027 3,011 
Command Alkon (Project Potter Buyer, LLC)Command Alkon (Project Potter Buyer, LLC)SoftwareFirst Lien Senior Secured Term LoanSOFR + 7.75%, 12.1% Cash05/2104/2711,760 11,571 11,537 1.0 % (5) (6) (7) (17)
Command Alkon (Project Potter Buyer, LLC)Command Alkon (Project Potter Buyer, LLC)Software11,760 11,571 11,537 
Command Alkon (Project Potter Buyer, LLC)SoftwareFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.1% Cash05/2104/2711,639 11,490 11,535 0.9 %(6) (7) (8) (15)
Compass Precision, LLC
Compass Precision, LLCCompass Precision, LLCAerospace & DefenseSenior Subordinated Term Loan11.0% Cash, 1.0% PIK04/2204/28378 371 369 — %(5) (6)Compass Precision, LLCAerospace & DefenseSenior Subordinated Term Loan11.0% Cash, 1.0% PIK04/2204/28642 632 632 622 622 — — %(5) (7) (28)
LLC Units (46,085.6 units)N/A04/22N/A125 159 — %(6) (30)
LLC Units
(46,085.6 units)
N/A04/22N/A125 142 142 — — %(7) (26)
378 496 528 
Comply365, LLCComply365, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.6% Cash04/2204/287,133 7,004 7,024 0.6 %(5) (6) (7) (19)
Comply365, LLCComply365, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash04/2204/286,928 6,823 6,789 0.5 %(5) (7) (8) (16)
Comply365, LLCFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash04/2212/2917,497 17,148 17,147 1.3 %(5) (7) (8) (16)
Comply365, LLCTechnologyRevolverSOFR + 5.75%, 10.6% Cash04/2204/2886 76 77 — %(6) (7) (19)RevolverSOFR + 5.00%, 10.4% Cash04/2212/29— (8)(8)(11)(11)— — % (7) (8) (16) (28) (29)
7,219 7,080 7,101 
Contabo Finco
S.À.R.L.
Contabo Finco
S.À.R.L.
Internet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.6% Cash10/2210/2910,329 9,402 10,071 0.9 %(3) (5) (6) (7) (12)
Contabo Finco
S.À.R.L.
Contabo Finco
S.À.R.L.
Internet Software & Services10,329 9,402 10,071 
Contabo Finco
S.À.R.L.
Internet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.2% Cash10/2210/2910,691 9,434 10,605 0.8 %(3) (5) (7) (8) (10)
Core Scientific, Inc.
Core Scientific, Inc.Core Scientific, Inc.TechnologyFirst Lien Senior Secured Term Loan13.0% Cash03/2203/2516,798 16,784 6,299 0.6 % (6) (32)Core Scientific, Inc.TechnologyEquipment Term Loan9.8% Cash03/2203/2517,358 16,784 16,784 13,018 13,018 1.0 1.0 %(3) (7) (27) (28)
Common Stock (51,846 shares)N/A09/22N/A168 — % (30)Common Stock (51,846 shares)N/A09/22N/A168 75 75 — — %(3) (26) (28)
16,798 16,952 6,303 
Cosmelux InternationalCosmelux InternationalCommodity ChemicalsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.8% Cash05/2107/24967 1,086 967 0.1 %(3) (5) (6) (7) (13)
Cosmelux InternationalCosmelux InternationalCommodity Chemicals967 1,086 967 
Cosmelux InternationalCommodity ChemicalsFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.7% Cash05/2107/25895 975 895 0.1 %(3) (5) (7) (8) (10)
Coyo Uprising GmbH
Coyo Uprising GmbHCoyo Uprising GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 3.25%, 3.3% Cash, 3.5% PIK09/2109/289,845 10,490 9,544 0.9 %(3) (5) (6) (7) (13)Coyo Uprising GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 3.25%, 6.3% Cash, 3.4% PIK09/2109/2810,888 11,214 11,214 10,542 10,542 0.8 0.8 %(3) (5) (7) (8) (10) (29)
Class A Units (531 units)N/A09/21N/A248 237 — %(3) (6) (30)Coyo Uprising GmbH
Class A Units
(531 units)
N/A09/21N/A248 255 255 — — %(3) (7) (26) (28)
Class B Units (231 units)N/A09/21N/A538 601 0.1 %(3) (6) (30)
Class B Units
(231 units)
N/A09/21N/A538 611 611 — — %(3) (7) (26) (28)
9,845 11,276 10,382 
CVL 3Capital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.6% Cash12/2112/284,056 4,195 3,983 0.4 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.2% Cash12/2112/282,480 2,426 2,436 0.2 %(3) (5) (6) (7) (18)
6,536 6,621 6,419 
CW Group Holdings, LLC
CW Group Holdings, LLC
CW Group Holdings, LLCCW Group Holdings, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.4% Cash05/2101/274,087 4,018 4,054 0.4 %(5) (6) (7) (8)High Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash05/2101/274,045 3,992 3,992 4,043 4,043 0.3 0.3 % (5) (7) (8) (16)
4,087 4,018 4,054 
DataServ Integrations, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.3% Cash11/2211/281,918 1,866 1,864 0.2 % (5) (6) (7) (18)
Partnership Units (93,153.8 units)N/A11/22N/A96 96 — %(6) (30)
1,918 1,962 1,960 
38
41


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyPortfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *NotesPortfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
DataServ Integrations, LLCDataServ Integrations, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash11/2211/28$1,899 $1,854 $1,866 0.1 %(5) (7) (8) (16) (28) (29)
Partnership Units (96,153.8 units)N/A11/22N/A96 96 — %(7) (26) (28)
DecksDirect, LLC
DecksDirect, LLCDecksDirect, LLCBuilding MaterialsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.4% Cash12/2112/26$700 $688 $690 0.1 %(5) (6) (7) (8)DecksDirect, LLCBuilding MaterialsFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash12/2112/261,675 1,643 1,643 1,638 1,638 0.1 0.1 %(5) (7) (8) (15)
RevolverLIBOR + 6.00%, 10.4% Cash12/2112/26— (3)(3)— % (6) (7) (8)DecksDirect, LLCRevolverSOFR + 6.25%, 11.7% Cash12/2112/26— (6)(6)(9)(9)— — % (7) (8) (15) (28) (29)
Common Stock (1,280.8 shares)N/A12/21N/A54 48 — %(6) (30)Common Stock (1,280.8 shares)N/A12/21N/A55 41 41 — — %(7) (26) (28)
700 739 735 
Direct Travel, Inc.Direct Travel, Inc.Lodging & CasinosFirst Lien Senior Secured Term LoanSOFR + 8.50%, 13.0% Cash05/2110/235,944 5,422 5,923 0.5 %(6) (7) (18)
Direct Travel, Inc.Direct Travel, Inc.Lodging & CasinosSuper Senior Secured Term LoanSOFR + 6.00%, 10.7% Cash05/2110/23366 366 366 — %(6) (7) (18)Direct Travel, Inc.Lodging & CasinosFirst Lien Senior Secured Term LoanSOFR + 6.50%, 12.0% Cash, 2.0% PIK05/2110/256,053 6,010 6,010 6,053 6,053 0.5 0.5 %(7) (8) (16) (28)
6,310 5,788 6,289 Super Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash05/2110/25513 513 513 513 513 — — %(7) (8) (16) (28) (29)
DISA Holdings Corp.
DISA Holdings Corp.DISA Holdings Corp.Other IndustrialFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.8% Cash11/2209/285,704 5,496 5,491 0.5 % (5) (6) (7) (17)DISA Holdings Corp.Other IndustrialFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash11/2209/285,944 5,768 5,768 5,944 5,944 0.5 0.5 % (5) (6) (7) (8) (15) (29)
RevolverSOFR + 5.50%, 9.8% Cash11/2209/2813 — — — %(6) (7) (17)RevolverSOFR + 5.50%, 10.8% Cash11/2209/2890 79 79 90 90 — — % (7) (8) (15) (28) (29)
5,717 5,496 5,491 
Dragon BidcoDragon BidcoTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.1% Cash05/2104/28534 591 524 — %(3) (5) (6) (7) (12)
Dragon BidcoDragon BidcoTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 8.9% Cash05/2104/28747 744 733 0.1 %(3) (5) (6) (7) (13)TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.9% Cash05/2104/281,326 1,340 1,340 1,312 1,312 0.1 0.1 %(3) (5) (7) (8) (11)
1,281 1,335 1,257 
DreamStart Bidco SAS (d/b/a SmartTrade)DreamStart Bidco SAS (d/b/a SmartTrade)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash05/2103/27853 944 845 0.1 %(3) (5) (6) (7) (12)
DreamStart Bidco SAS (d/b/a SmartTrade)DreamStart Bidco SAS (d/b/a SmartTrade)Diversified Financial Services853 944 845 
DreamStart Bidco SAS (d/b/a SmartTrade)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.2% Cash05/2103/27883 949 883 0.1 %(3) (5) (7) (8) (10) (28)
Dune Group
Dune GroupDune GroupHealth Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash09/2109/28299 274 269 — %(3) (5) (6) (7) (12)Dune GroupHealth Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 10.0% Cash09/2109/28310 290 290 279 279 — — %(3) (5) (7) (8) (10) (29)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash09/2109/284,825 4,753 4,743 0.4 %(3) (5) (6) (7) (9)First Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash09/2109/285,335 5,274 5,274 5,212 5,212 0.4 0.4 %(3) (5) (7) (8) (16)
5,124 5,027 5,012 
Dunlipharder B.V.Dunlipharder B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 10.7% Cash06/2206/281,000 986 988 0.1 %(3) (5) (6) (7) (18)
Dunlipharder B.V.Dunlipharder B.V.Technology1,000 986 988 
Dunlipharder B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.10%, 11.5% Cash06/2206/281,000 988 993 0.1 %(3) (5) (7) (8) (16)
Dwyer Instruments, Inc.
Dwyer Instruments, Inc.
Dwyer Instruments, Inc.Dwyer Instruments, Inc.ElectricFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash07/2107/2725,440 24,922 24,941 2.3 %(5) (6) (7) (9)ElectricFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash07/2107/2721,867 21,555 21,555 21,426 21,426 1.6 1.6 %(5) (6) (7) (8) (16) (29)
25,440 24,922 24,941 
Echo Global Logistics, Inc.Echo Global Logistics, Inc.Air TransportationSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.7% Cash11/2111/2916,433 16,175 15,792 1.5 %(5) (6) (7) (9)
Echo Global Logistics, Inc.Echo Global Logistics, Inc.Air TransportationPartnership Equity (448.2 units)N/A11/21N/A448 787 0.1 %(6) (30)Echo Global Logistics, Inc.Air TransportationSecond Lien Senior Secured Term LoanSOFR + 7.00%, 12.5% Cash11/2111/2916,433 16,203 16,203 15,348 15,348 1.2 1.2 %(5) (7) (8) (16)
16,433 16,623 16,579 Partnership Equity (448.2 units)N/A11/21N/A448 414 414 — — %(7) (26) (28)
EFC International
EFC InternationalEFC InternationalAutomotiveSenior Unsecured Term Loan11.0% Cash, 2.5% PIK03/2305/28673 654 658 0.1 %(7) (28)
Common Stock (141.2 shares)N/A03/23N/A199 260 — %(7) (26)
Ellkay, LLC
Ellkay, LLC
Ellkay, LLCEllkay, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.0% Cash09/2109/275,771 5,676 5,705 0.5 %(5) (6) (7) (9)Healthcare and PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.5% Cash09/2109/275,713 5,636 5,636 5,164 5,164 0.4 0.4 %(6) (7) (8) (16)
5,771 5,676 5,705 
EMI Porta Holdco LLCEMI Porta Holdco LLCDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash12/2112/2719,323 18,860 18,532 1.7 %(5) (6) (7) (9)
EMI Porta Holdco LLCEMI Porta Holdco LLCDiversified ManufacturingFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.5% Cash12/2112/2719,145 18,875 17,020 1.3 %(5) (6) (7) (8) (16)
EMI Porta Holdco LLCDiversified ManufacturingRevolverLIBOR + 5.75%, 10.5% Cash12/2112/271,281 1,239 1,208 0.1 %(6) (7) (9)RevolverSOFR + 5.75%, 11.5% Cash12/2112/272,197 2,163 2,163 1,914 1,914 0.1 0.1 % (7) (8) (16) (28) (29)
20,604 20,099 19,740 
Entact Environmental Services, Inc.Environmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 11.7% Cash05/2112/251,808 1,796 1,803 0.2 %(5) (6) (7) (9)
1,808 1,796 1,803 
EPS NASS Parent, Inc.Electrical Components & EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash05/2104/282,177 2,141 2,157 0.2 %(5) (6) (7) (9)
2,177 2,141 2,157 
ERES GroupBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 6.3% Cash05/2107/26267 302 267 — %(3) (5) (6) (7) (11)
267 302 267 
39
42


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyPortfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *NotesPortfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Entact Environmental Services, Inc.Entact Environmental Services, Inc.Environmental IndustriesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash05/2112/25$1,976 $1,963 $1,976 0.2 %(5) (6) (7) (8) (16)
EPS NASS Parent, Inc.
EPS NASS Parent, Inc.
EPS NASS Parent, Inc.Electrical Components & EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash05/2104/282,150 2,121 2,051 0.2 %(6) (7) (8) (16) (28)
ERES Group
ERES Group
ERES GroupBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 9.0% Cash05/2107/26221 242 221 — %(3) (5) (7) (8) (10)
eShipping, LLC
eShipping, LLCeShipping, LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.4% Cash11/2111/27$4,677 $4,578 $4,641 0.4 %(5) (6) (7) (8)eShipping, LLCTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.5% Cash11/2111/274,429 4,369 4,369 4,429 4,429 0.3 0.3 %(5) (6) (7) (8) (15)
RevolverLIBOR + 5.00%, 9.4% Cash11/2111/27— (12)(4)— %(6) (7) (8)RevolverSOFR + 5.00%, 10.5% Cash11/2111/27— (10)(10)— — — — % (7) (8) (15) (28) (29)
4,677 4,566 4,637 
Eurofins Digital Testing International LUX Holding SARLEurofins Digital Testing International LUX Holding SARLTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 8.9% Cash12/2212/291,480 1,338 1,352 0.1 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanSOFR + 6.75%, 11.5% Cash12/2212/29766 745 745 0.1 %(3) (5) (6) (7) (18)Eurofins Digital Testing International LUX Holding SARLTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 4.50%, 8.5% Cash, 2.8% PIK12/2212/291,582 1,414 1,414 1,047 1,047 0.1 0.1 %(3) (5) (7) (8) (10) (29)
Eurofins Digital Testing International LUX Holding SARLEurofins Digital Testing International LUX Holding SARLTechnologyFirst Lien Senior Secured Term LoanSONIA + 6.75%, 10.0% Cash12/2212/292,171 2,158 2,112 0.2 %(3) (5) (6) (7) (21)Eurofins Digital Testing International LUX Holding SARLFirst Lien Senior Secured Term LoanSOFR + 4.50%, 9.8% Cash, 2.8% PIK12/2212/29799 780 780 700 700 0.1 0.1 %(3) (5) (7) (8) (16)
Second Lien Senior Secured Term Loan11.5% PIK12/2212/30528 507 513 — %(3) (6)Senior Subordinated Term Loan11.5% PIK12/2212/29632 592 592 543 543 — — %(3) (7) (28)
4,945 4,748 4,722 
First Lien Senior Secured Term LoanBBSY + 6.00%, 9.3% Cash03/2203/281,737 1,853 1,573 0.1 %(3) (5) (6) (7) (15)
Events Software BidCo Pty LtdEvents Software BidCo Pty LtdTechnology1,737 1,853 1,573 
Events Software BidCo Pty LtdEvents Software BidCo Pty LtdTechnologyFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.8% Cash03/2203/281,748 1,864 1,535 0.1 %(3) (5) (7) (8) (14) (29)
First Lien Senior Secured Term LoanBBSY + 6.50%, 10.8% Cash03/2209/2422 21 20 — %(3) (5) (7) (8) (14)
Express Wash Acquisition Company, LLC
Express Wash Acquisition Company, LLCExpress Wash Acquisition Company, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.50%, 10.3% Cash07/2207/287,182 7,048 7,061 0.6 %(5) (6) (7) (17)Express Wash Acquisition Company, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.50%, 12.2% Cash07/2207/286,361 6,260 6,260 6,285 6,285 0.5 0.5 %(5) (7) (8) (16)
RevolverSOFR + 6.50%, 10.3% Cash07/2207/28140 135 136 — %(6) (7) (17)RevolverSOFR + 6.50%, 12.2% Cash07/2207/28140 136 136 137 137 — — %(7) (8) (16) (28) (29)
7,322 7,183 7,197 
F24 (Stairway BidCo Gmbh)F24 (Stairway BidCo Gmbh)Software ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.1% Cash05/2108/27386 432 384 — %(3) (5) (6) (7) (12)
F24 (Stairway BidCo Gmbh)F24 (Stairway BidCo Gmbh)Software Services386 432 384 
Findex Group LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanBBSY + 5.00%, 8.0% Cash05/2105/24789 900 789 0.1 %(3) (5) (6) (14)
789 900 789 
F24 (Stairway BidCo Gmbh)Software ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.5% Cash05/2108/273,458 3,341 3,398 0.3 %(3) (5) (7) (8) (10) (28)
Faraday
Faraday
FaradayHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash01/2301/30272 214 229 — %(3) (5) (7) (8) (10) (29)
Finaxy Holding
Finaxy HoldingFinaxy HoldingBankingFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash11/2311/305,037 4,751 4,911 0.4 %(3) (5) (7) (8) (10)
Subordinated Term Loan10.3% PIK11/2305/311,366 1,296 1,339 0.1 %(3) (7) (28)
Findex Group Ltd
Findex Group Ltd
Findex Group LtdFinance CompaniesFirst Lien Senior Secured Term LoanBBSY + 5.50%, 9.8% Cash03/2312/262,463 2,313 2,371 0.2 %(3) (5) (7) (8) (13)
Fineline Technologies, Inc.
Fineline Technologies, Inc.
Fineline Technologies, Inc.Fineline Technologies, Inc.Consumer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash05/2102/283,453 3,399 3,394 0.3 %(5) (6) (7) (9)Consumer ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash05/2102/283,409 3,370 3,370 3,406 3,406 0.3 0.3 %(6) (7) (8) (16)
3,453 3,399 3,394 
FinexvetFinexvetConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.1% Cash03/2203/292,401 2,387 2,329 0.2 %(3) (5) (6) (7) (13)
FinexvetFinexvetConsumer Cyclical2,401 2,387 2,329 
FinexvetFinexvetConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.9% Cash03/2203/292,485 2,395 2,426 0.2 %(3) (5) (7) (8) (11)
First Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.9% Cash05/2303/295,567 5,317 5,390 0.4 %(3) (7) (8) (11) (28) (29)
FinThrive Software Intermediate Holdings Inc.
FinThrive Software Intermediate Holdings Inc.
FinThrive Software Intermediate Holdings Inc.FinThrive Software Intermediate Holdings Inc.Business Equipment & ServicesPreferred Stock (3,188.51 shares)11.0% PIK03/22N/A3,823 2,947 0.3 %(5) (6)Business Equipment & ServicesPreferred Stock (3,188.51 shares)11.0% PIK03/22N/A4,267 2,551 2,551 0.2 0.2 %(5) (7)
— 3,823 2,947 
FitzMark Buyer, LLCCargo & TransportationFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.9% Cash05/2112/264,267 4,210 4,209 0.4 %(5) (6) (7) (9)
4,267 4,210 4,209 
Fitzmark, Inc.
Five Star Holding LLCPackagingSecond Lien Senior Secured Term LoanSOFR + 7.25%, 12.0% Cash05/2205/307,152 7,018 6,945 0.6 %(5) (6) (7) (18)
LLC Units (505.1 units)N/A05/22N/A505 502 0.1 %(6) (30)
7,152 7,523 7,447 
Fitzmark, Inc.
Flavor Producers, LLC.Packaged Foods & MeatsFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.4% Cash, 1.8% PIK05/2112/24889 874 843 0.1 %(5) (6) (7) (8)
889 874 843 
Flexential Issuer, LLCInformation TechnologyStructured Secured Note - Class C6.9% Cash11/2111/5110,000 9,274 8,642 0.8 %
10,000 9,274 8,642 
Flywheel Re Segregated Portfolio 2022-4Investment FundsPreferred Stock (3,202,747 shares)N/A08/22N/A3,203 3,219 0.3 %(3) (6) (30)
3,203 3,219 
Footco 40 LimitedMedia & EntertainmentFirst Lien Senior Secured Term LoanSONIA + 5.75%, 9.2% Cash04/2204/291,489 1,559 1,437 0.1 %(3) (5) (6) (7) (21)
1,489 1,559 1,437 
Fitzmark, Inc.Cargo & TransportationFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash05/2112/264,216 4,173 4,115 0.3 %(6) (7) (8) (16) (28)
40
43


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Fortis Payment Systems, LLCOther FinancialFirst Lien Senior Secured Term LoanSOFR + 5.25%, 9.9% Cash10/2202/26$1,575 $1,516 $1,513 0.1 %(5) (6) (7) (17)
1,575 1,516 1,513 
FragilePak LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash05/2105/279,158 8,868 9,158 0.8 %(5) (6) (7) (9)
Partnership Units (929.7 units)N/A05/21N/A930 1,169 0.1 %(6) (30)
9,158 9,798 10,327 
Front Line Power Construction LLCConstruction MachineryFirst Lien Senior Secured Term LoanLIBOR + 12.50%, 17.2% Cash11/2111/281,366 1,277 1,522 0.1 %(6) (7) (9)
Common Stock (60,001 shares)N/A11/21N/A100 49 — %(30)
1,366 1,377 1,571 
FSS Buyer LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash08/2108/2824,533 24,121 24,260 2.2 %(5) (6) (7) (8)
LP Interest (2,902.3 units)N/A08/21N/A29 43 — %(6) (30)
LP Units (12,760.8 units)N/A08/21N/A128 187 — %(6) (30)
24,533 24,278 24,490 
GB Eagle Buyer, Inc.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.50%, 10.5% Cash12/2211/2820,968 20,345 20,339 1.9 %(5) (6) (7) (18)
RevolverSOFR + 6.50%, 10.5% Cash12/2211/28— (95)(97)— %(6) (7) (18)
Partnership Units (859 units)N/A12/22N/A859 859 0.1 %(6) (30)
20,968 21,109 21,101 
Glacis Acquisition S.A.R.L.Transportation ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 7.7% Cash05/2107/233,907 4,012 3,907 0.4 %(3) (5) (6) (7) (13)
3,907 4,012 3,907 
Global Academic Group LimitedIndustrial OtherFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.1% Cash07/2207/272,502 2,502 2,438 0.2 %(3) (5) (6) (7) (15)
First Lien Senior Secured Term LoanBKBM + 6.00%, 9.1% Cash07/2207/274,365 4,202 4,242 0.4 %(3) (5) (6) (7) (26)
6,867 6,704 6,680 
GPZN II GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.4% Cash06/2206/29458 429 375 — %(3) (5) (6) (7) (11)
458 429 375 
Graphpad Software, LLCInternet Software & ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash11/2104/2716,170 16,016 15,701 1.4 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash05/2104/2710,962 10,962 10,786 1.0 %(5) (6) (7) (9)
27,132 26,978 26,487 
Greenhill II BVTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.1% Cash07/2207/29739 672 716 0.1 %(3) (5) (6) (7) (12)
739 672 716 
Groupe Product LifeConsumer Non-cyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.5% Cash10/2210/291,561 1,382 1,495 0.1 %(3) (5) (6) (7) (12)
1,561 1,382 1,495 
Gusto Aus BidCo Pty LtdConsumer Non-cyclicalFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.2% Cash10/2210/282,208 2,016 2,135 0.2 %(3) (5) (6) (7) (16)
2,208 2,016 2,135 
Healthe Care Specialty Pty LtdHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanBBSY + 5.00%, 8.6% Cash05/2110/24998 1,122 976 0.1 %(3) (5) (6) (7) (16)
998 1,122 976 
HeartHealth Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.25%, 8.6% Cash09/2209/28626 569 598 0.1 %(3) (5) (6) (7) (15)
626 569 598 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Five Star Holding LLCPackagingSecond Lien Senior Secured Term LoanSOFR + 7.25%, 12.6% Cash05/2205/30$7,152 $7,032 $7,002 0.5 %(5) (7) (8) (16)
LLC Units
(505.1 units)
N/A05/22N/A505 447 — %(7) (26)
7,152 7,537 7,449 
Flavor Producers, LLCPackaged Foods & MeatsFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash, 1.8% PIK05/2112/24896 896 823 0.1 %(5) (7) (8) (16)
896 896 823 
Flexential Issuer, LLCInformation TechnologyStructured Secured Note - Class C6.9% Cash11/2111/5110,000 9,289 8,242 0.6 %(28)
10,000 9,289 8,242 
Flywheel Re Segregated Portfolio 2022-4Investment FundsPreferred Stock (4,713,810 shares)N/A08/22N/A4,714 5,327 0.4 %(3) (7) (26) (28)
4,714 5,327 
Footco 40 LimitedMedia & EntertainmentFirst Lien Senior Secured Term LoanSONIA + 6.75%, 11.9% Cash04/2204/291,860 1,847 1,808 0.1 %(3) (5) (7) (8) (18) (29)
1,860 1,847 1,808 
Fortis Payment Systems, LLCOther FinancialFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.7% Cash10/2202/262,480 2,443 2,480 0.2 %(5) (7) (8) (16)
2,480 2,443 2,480 
FragilePak LLCTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.4% Cash05/2105/279,065 8,910 8,657 0.7 %(5) (7) (8) (16)
Partnership Units (929.7 units)N/A05/21N/A930 626 — %(7) (26)
9,065 9,840 9,283 
FSS Buyer LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash08/2108/2824,284 23,939 24,178 1.8 %(5) (6) (7) (8) (16)
LP Interest
(2,902.3 units)
N/A08/21N/A29 41 — %(7) (26)
LP Units
(12,760.8 units)
N/A08/21N/A128 180 — %(7) (26)
24,284 24,096 24,399 
GB Eagle Buyer, Inc.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash12/2212/2812,841 12,513 12,764 1.0 %(7) (8) (16) (28)
RevolverSOFR + 6.25%, 11.6% Cash12/2212/28— (80)(19)— %(7) (8) (16) (28) (29)
Partnership Units (859 units)N/A12/22N/A859 1,100 0.1 %(7) (26) (28)
12,841 13,292 13,845 
Glacis Acquisition S.A.R.L.Transportation ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash05/2107/256,354 6,261 6,330 0.5 %(3) (5) (7) (8) (11) (29)
6,354 6,261 6,330 
Global Academic Group LimitedIndustrial OtherFirst Lien Senior Secured Term LoanBBSY + 6.00%, 10.3% Cash07/2207/272,517 2,515 2,478 0.2 %(3) (5) (7) (8) (13)
First Lien Senior Secured Term LoanBKBM + 6.00%, 11.7% Cash07/2207/274,370 4,229 4,295 0.3 %(3) (5) (7) (8) (23) (29)
6,887 6,744 6,773 
Gojo Industries, Inc.Industrial OtherFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash, 4.5% PIK10/2310/2824,869 24,145 24,122 1.8 %(7) (8) (16) (28)
24,869 24,145 24,122 
GPNZ II GmbHHealthcareFirst Lien Senior Secured Term Loan
EURIBOR + 10.00%,
13.8% Cash
06/2206/29475 446 265 — %(3) (5) (7) (8) (9)
First Lien Senior Secured Term Loan10.0% PIK06/2206/29124 122 124 — %(3) (7) (28) (29)
Common Stock (5,785 shares)N/A10/23N/A— — — %(3) (5) (7) (26)
599 568 389 
41
44


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyPortfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *NotesPortfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Heartland Veterinary Partners, LLCHealthcareSubordinated Term Loan11.0% PIK11/2111/23$659 $643 $638 0.1 %(6)
Subordinated Term Loan11.0% PIK11/2112/285,222 5,117 5,086 0.5 %(6)
Graphpad Software, LLCInternet Software & ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.2% Cash11/2104/27$18,610 $18,487 $18,424 1.4 %(5) (7) (8) (16)
Graphpad Software, LLCFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.7% Cash05/2104/2710,819 10,819 10,786 0.8 %(6) (7) (8) (16)
Greenhill II BV
Greenhill II BV
Greenhill II BVTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.2% Cash07/2207/29908 815 894 0.1 %(3) (5) (7) (8) (10) (29)
Groupe Guemas
Groupe Guemas
Groupe GuemasBrokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.1% Cash10/2309/302,574 2,403 2,503 0.2 %(3) (5) (7) (8) (11)
Groupe Product Life
Groupe Product Life
Groupe Product LifeConsumer Non-cyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash10/2210/292,757 2,516 2,646 0.2 %(3) (5) (7) (8) (10)
Gusto Aus BidCo Pty Ltd
Gusto Aus BidCo Pty Ltd
Gusto Aus BidCo Pty LtdConsumer Non-cyclicalFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.9% Cash10/2210/282,279 2,083 2,235 0.2 %(3) (5) (7) (8) (13) (29)
Healthe Care Specialty Pty Ltd
Healthe Care Specialty Pty Ltd
Healthe Care Specialty Pty LtdHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanBBSY + 5.00%, 9.4% Cash05/2110/24380 428 379 — %(3) (5) (7) (8) (14)
HeartHealth Bidco Pty Ltd
HeartHealth Bidco Pty Ltd
HeartHealth Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 4.75%, 9.4% Cash09/2209/28692 632 674 0.1 %(3) (5) (7) (8) (13) (29)
Heartland Veterinary Partners, LLCHeartland Veterinary Partners, LLCHealthcare5,881 5,760 5,724 
First Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash05/2108/256,714 6,632 6,630 0.6 %(5) (6) (7) (9)
Heartland, LLCBusiness Services6,714 6,632 6,630 
Heartland Veterinary Partners, LLCHeartland Veterinary Partners, LLCHealthcareSubordinated Term Loan11.0% PIK11/2112/286,915 6,813 6,099 0.5 %(7) (28)
6,915
6,915
Heavy Construction Systems Specialists, LLC
Heavy Construction Systems Specialists, LLCHeavy Construction Systems Specialists, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.9% Cash11/2111/2722,807 22,423 22,522 2.1 %(5) (6) (7) (8)Heavy Construction Systems Specialists, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash11/2111/2722,579 22,267 22,267 22,579 22,579 1.7 1.7 %(5) (6) (7) (8) (15)
RevolverLIBOR + 5.75%, 9.9% Cash11/2111/27— (36)(27)— %(6) (7) (8)RevolverSOFR + 5.50%, 10.9% Cash11/2111/27— (29)(29)— — — — %(7) (8) (15) (28) (29)
22,807 22,387 22,495 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))InsuranceFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 6.9% Cash05/2109/268,845 9,691 8,615 0.8 %(3) (5) (6) (7) (12)
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))Insurance8,845 9,691 8,615 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))InsuranceFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.9% Cash05/2109/269,155 9,728 8,633 0.7 %(3) (5) (7) (8) (11)
HEKA Invest
HEKA Invest
HEKA InvestHEKA InvestTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.7% Cash10/2210/299,998 8,922 9,692 0.9 %(3) (5) (6) (7) (12)TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash10/2210/294,162 3,588 3,588 4,075 4,075 0.3 0.3 %(3) (5) (7) (8) (10) (29)
9,998 8,922 9,692 
HemaSource, Inc.HemaSource, Inc.Health Care DistributorsFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash05/2107/237,736 7,716 7,705 0.7 %(5) (6) (7) (9)
HemaSource, Inc.
HemaSource, Inc.HealthcareFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash08/2308/297,626 7,443 7,451 0.6 %(5) (7) (8) (16)
HemaSource, Inc.RevolverSOFR + 6.00%, 11.4% Cash08/2308/29699 621 624 — %(7) (8) (16) (28) (29)
HemaSource, Inc.Common Stock (184,282 shares)N/A08/23N/A184 184 — %(7) (26) (28)
HemaSource, Inc.Health Care Distributors7,736 7,716 7,705 
Home Care Assistance, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.4% Cash05/2103/271,547 1,524 1,478 0.1 %(5) (6) (7) (17)
Home Care Assistance, LLCHome Care Assistance, LLCHealthcare & Pharmaceuticals1,547 1,524 1,478 
Home Care Assistance, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.5% Cash05/2103/271,528 1,509 1,396 0.1 %(6) (7) (8) (16) (28)
HomeX Services Group LLC
HomeX Services Group LLCHomeX Services Group LLCHome ConstructionFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash11/2311/2913,176 12,749 12,743 1.0 %(5) (7) (8) (15) (29)
RevolverSOFR + 5.50%, 10.9% Cash11/2311/29— (67)(68)— % (7) (8) (15) (28) (29)
Honour Lane Logistics Holdings Limited
Honour Lane Logistics Holdings Limited
Honour Lane Logistics Holdings LimitedHonour Lane Logistics Holdings LimitedTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.25%, 9.5% Cash04/2211/2817,500 17,023 17,093 1.6 %(3) (5) (6) (7) (19)Transportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.5% Cash04/2211/2814,583 14,247 14,247 13,475 13,475 1.0 1.0 %(3) (5) (7) (8) (15)
17,500 17,023 17,093 
HTI Technology & IndustriesHTI Technology & IndustriesElectronic Component ManufacturingFirst Lien Senior Secured Term LoanSOFR + 8.50%, 11.7% Cash07/2207/259,541 9,395 9,397 0.9 %(5) (6) (7) (18)
HTI Technology & IndustriesHTI Technology & IndustriesElectronic Component ManufacturingFirst Lien Senior Secured Term LoanSOFR + 8.50%, 14.0% Cash07/2207/259,100 8,980 9,046 0.7 %(5) (6) (7) (8) (16) (28) (29)
HTI Technology & IndustriesElectronic Component ManufacturingRevolverSOFR + 8.50%, 11.7% Cash07/2207/25— (14)(15)— % (6) (7) (18)RevolverSOFR + 8.50%, 14.0% Cash07/2207/25— (9)(9)(6)(6)— — %(7) (8) (16) (28) (29)
9,541 9,381 9,382 
HW Holdco, LLC (Hanley Wood LLC)AdvertisingFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 6.0% Cash05/2112/246,760 6,722 6,658 0.6 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 5.00%, 9.3% Cash05/2112/246,958 6,864 6,867 0.6 %(5) (6) (7) (8)
13,718 13,586 13,525 
Hygie 31 HoldingPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.4% Cash09/2209/29640 562 624 0.1 %(3) (5) (6) (7) (12)
640 562 624 
IM SquareBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash12/2205/283,415 3,270 3,321 0.3 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.5% Cash05/2104/284,482 4,873 4,339 0.4 % (3) (5) (6) (7) (12)
7,897 8,143 7,660 
Image International Intermediate Holdco II, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash05/2107/2324,783 24,657 24,605 2.3 %(5) (6) (7) (8)
24,783 24,657 24,605 
Infoniqa Holdings GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 6.2% Cash11/2111/284,022 4,162 3,913 0.4 %(3) (5) (6) (7) (13)
4,022 4,162 3,913 
Innovad Group II BVBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.3% Cash05/2104/281,001 1,095 870 0.1 %(3) (5) (6) (7) (13)
1,001 1,095 870 
INOS 19-090 GmbHAerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.40%, 7.4% Cash05/2112/27436 721 647 0.1 %(3) (5) (6) (7) (12)
436 721 647 
42
45


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Interstellar Group B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.5% Cash08/2202/29$127 $120 $123 — %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.5% Cash08/2208/292,442 2,262 2,354 0.2 %(3) (5) (6) (7) (12)
2,569 2,382 2,477 
Ipsen International Holding GmbHCapital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 7.4% Cash, 0.5% PIK05/2108/241,140 1,191 1,113 0.1 %(3) (6) (7) (13)
1,140 1,191 1,113 
Iridium Bidco LimitedRadio & TelevisionFirst Lien Senior Secured Term LoanSONIA + 5.00%, 8.4% Cash05/2104/244,591 5,063 4,557 0.4 %(3) (5) (6) (7) (21)
4,591 5,063 4,557 
Isolstar Holding NV (IPCOM)Trading Companies & DistributorsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.1% Cash10/2210/299,165 8,020 8,754 0.8 %(3) (5) (6) (7) (11)
9,165 8,020 8,754 
ITI Intermodal, Inc.Transportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.1% Cash12/2112/27714 700 703 0.1 %(5) (6) (7) (8)
RevolverLIBOR + 4.75%, 9.1% Cash12/2112/27— %(6) (7) (8)
Common Stock (1,433.37 shares)N/A12/21N/A144 127 — %(6) (30)
720 848 835 
Jade Bidco Limited (Jane’s)Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.9% Cash05/2102/293,527 3,551 3,463 0.3 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanSOFR + 5.50%, 9.3% Cash05/2102/2921,245 20,783 20,860 1.9 %(3) (5) (6) (7) (19)
24,772 24,334 24,323 
Jaguar Merger Sub Inc.Other FinancialFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.5% Cash12/2109/247,652 7,571 7,617 0.7 %(5) (6) (7) (18)
RevolverSOFR + 5.00%, 9.5% Cash12/2109/24— (4)(2)— %(6) (7) (18)
7,652 7,567 7,615 
Jon Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanBKBM + 5.50%, 10.2% Cash03/2203/273,951 4,230 3,855 0.4 %(3) (5) (6) (7) (26)
3,951 4,230 3,855 
Jones Fish Hatcheries & Distributors LLCConsumer ProductsFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.2% Cash02/2202/282,785 2,736 2,745 0.3 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 10.2% Cash02/2202/28— (7)(6)— %(6) (7) (9)
Partnership Units (974.68 units)N/A02/22N/A97 115 — %(6) (30)
2,785 2,826 2,854 
Kano Laboratories LLCChemicals, Plastics & RubberFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 10.1% Cash05/2111/262,863 2,826 2,808 0.3 %(5) (6) (7) (10)
2,863 2,826 2,808 
Kid Distro Holdings, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash10/2110/2723,637 23,247 23,361 2.1 %(5) (6) (7) (9)
LLC Units (1,062,795.2 units)N/A10/21N/A1,064 962 0.1 %(6) (30)
23,637 24,311 24,323 
Kona Buyer, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.3% Cash05/2112/2714,728 14,510 14,486 1.3 %(5) (6) (7) (18)
14,728 14,510 14,486 
KSLB Holdings, LLCBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 9.2% Cash05/2107/255,979 5,747 5,447 0.5 %(5) (6) (7) (9)
5,979 5,747 5,447 
Lambir Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.5% Cash12/2112/282,183 2,222 2,039 0.2 %(3) (5) (6) (7) (12)
Second Lien Senior Secured Term Loan12.0% PIK12/2106/29694 711 653 0.1 %(3) (6)
2,877 2,933 2,692 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
HW Holdco, LLC (Hanley Wood LLC)AdvertisingFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.8% Cash05/2112/24$14,043 $13,982 $13,566 1.0 %(5) (6) (7) (8) (16)
14,043 13,982 13,566 
Hygie 31 HoldingPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.4% Cash09/2209/29663 564 652 — %(3) (5) (7) (8) (11) (28)
663 564 652 
IM SquareBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.5% Cash05/2104/284,640 4,890 4,557 0.3 %(3) (5) (7) (8) (10) (28)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 10.0% Cash12/2205/283,535 3,285 3,472 0.3 %(3) (5) (7) (8) (10)
8,175 8,175 8,029 
Image International Intermediate Holdco II, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash05/2107/2424,616 24,556 24,504 1.9 %(5) (6) (7) (8) (15)
24,616 24,556 24,504 
Infoniqa Holdings GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.7% Cash11/2111/284,163 4,176 4,129 0.3 %(3) (5) (7) (8) (11)
4,163 4,176 4,129 
Innovad Group II BVBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.6% Cash05/2104/281,036 1,102 982 0.1 %(3) (5) (7) (8) (11) (28) (29)
First Lien Senior Secured Term LoanSARON + 5.75%, 7.5% Cash05/2304/28172 161 164 — %(3) (7) (8) (24) (28)
1,208 1,263 1,146 
INOS 19-090 GmbHAerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.37%, 9.3% Cash05/2112/27559 778 730 0.1 %(3) (5) (7) (8) (10) (28) (29)
559 778 730 
Interstellar Group B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.4% Cash08/2208/293,391 3,173 3,353 0.3 %(3) (5) (7) (8) (10) (29)
3,391 3,173 3,353 
InvoCare LimitedConsumer Cyclical ServicesFirst Lien Senior Secured Term LoanBBSY + 6.25%, 10.7% Cash11/2311/294,252 3,946 4,102 0.3 %(3) (5) (7) (8) (13) (29)
4,252 3,946 4,102 
Ipsen International Holding GmbHCapital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.7% Cash, 0.5% PIK05/2108/241,181 1,242 1,181 0.1 %(3) (7) (8) (11) (28)
1,181 1,242 1,181 
Iridium Bidco LimitedRadio & TelevisionFirst Lien Senior Secured Term LoanSONIA + 5.50%, 11.0% Cash05/2104/254,866 5,088 4,754 0.4 %(3) (5) (7) (8) (19)
4,866 5,088 4,754 
Isolstar Holding NV (IPCOM)Trading Companies & DistributorsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.5% Cash10/2210/299,714 8,345 9,555 0.7 %(3) (5) (7) (8) (10) (29)
9,714 8,345 9,555 
ISTO Technologies II, LLCHealthcareFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash10/2310/2810,578 10,322 10,314 0.8 % (5) (7) (8) (16)
RevolverSOFR + 6.25%, 11.6% Cash10/2310/28— (27)(28)— %(7) (8) (16) (28) (29)
10,578 10,295 10,286 
ITI Intermodal, Inc.Transportation ServicesFirst Lien Senior Secured Term LoanSOFR + 6.50%, 12.0% Cash12/2112/2713,010 12,683 12,757 1.0 %(5) (6) (7) (8) (16) (28)
RevolverSOFR + 6.50%, 12.0% Cash12/2112/27101 70 67 — %(7) (8) (16) (28) (29)
Common Stock (7,500.4 shares)N/A12/21N/A750 715 0.1 %(7) (26)
13,111 13,503 13,539 
Jade Bidco Limited (Jane's)Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.3% Cash05/2102/293,650 3,561 3,614 0.3 %(3) (5) (7) (8) (11)
First Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash05/2102/2921,245 20,847 21,037 1.6 %(3) (5) (7) (8) (17)
24,895 24,408 24,651 
43
46


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Lattice Group Holdings Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 8.3% Cash05/2205/29$667 $645 $633 0.1 %(3) (5) (6) (7) (19)
RevolverSOFR + 5.25%, 9.8% Cash05/2211/2835 34 34 — %(3) (6) (7) (18)
702 679 667 
LeadsOnline, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash02/2202/2812,918 12,720 12,759 1.2 %(5) (6) (7) (9)
RevolverLIBOR + 4.75%, 9.5% Cash02/2202/28— (29)(24)— %(6) (7) (9)
LLC Units (39,370.1 units)N/A02/22N/A39 49 — %(6) (30)
12,918 12,730 12,784 
Liberty Steel Holdings USA Inc.Industrial OtherRevolverSOFR + 4.50%, 8.8% Cash04/2204/257,500 7,443 7,442 0.7 %(5) (6) (7) (17)
7,500 7,443 7,442 
Life Extension Institute, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash05/2102/247,007 7,007 7,007 0.6 %(5) (6) (7) (8)
7,007 7,007 7,007 
Listrac Bidco LimitedHealth CareFirst Lien Senior Secured Term LoanSONIA + 6.25%, 9.6% Cash05/2102/231,887 1,879 1,406 0.1 %(3) (6) (7) (22)
RevolverSONIA + 6.25%, 9.6% Cash05/2102/2361 62 45 — %(3) (6) (7) (22)
1,948 1,941 1,451 
LivTech Purchaser, Inc.Business ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.7% Cash05/2112/251,527 1,513 1,482 0.1 %(5) (6) (7) (9)
1,527 1,513 1,482 
Loftware, Inc.Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.0% Cash05/2112/2521,255 21,118 19,915 1.8 %(5) (6) (7) (9)
21,255 21,118 19,915 
Long Term Care Group, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.3% Cash04/2209/274,200 4,125 4,083 0.4 %(5) (6) (7) (8)
4,200 4,125 4,083 
Marmoutier Holding B.V.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.8% Cash12/2112/24356 330 341 — %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.8% Cash12/2112/281,825 1,889 1,752 0.2 %(3) (5) (6) (7) (13)
RevolverEURIBOR + 5.00%, 7.8% Cash12/216/2746 42 40 — %(3) (6) (7) (12)
2,227 2,261 2,133 
Marshall Excelsior Co.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.8% Cash02/2202/285,718 5,635 5,639 0.5 %(5) (6) (7) (18)
RevolverPrime + 4.50%, 11.5% Cash02/2202/28647 634 636 0.1 %(6) (7) (29)
6,365 6,269 6,275 
MC Group Ventures CorporationBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash07/2106/276,588 6,470 6,513 0.6 %(5) (6) (7) (8)
Partnership Units (560 Units)N/A06/21N/A560 585 0.1 %(6) (30)
6,588 7,030 7,098 
Media Recovery, Inc. (SpotSee)Containers, Packaging & GlassFirst Lien Senior Secured Term LoanSONIA + 6.00%, 9.4% Cash05/2111/25840 971 840 0.1 %(5) (6) (7) (20)
840 971 840 
Median B.V.HealthcareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 9.4% Cash02/2210/275,954 6,514 4,950 0.5 %(3) (5) (7) (21)
5,954 6,514 4,950 
Medical Solutions Parent Holdings, Inc.HealthcareSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.4% Cash11/2111/294,421 4,382 4,067 0.4 %(5) (7) (8)
4,421 4,382 4,067 
Medplast Holdings, Inc.Health CareSecond Lien Senior Secured Term LoanLIBOR + 7.75%, 12.1% Cash05/2107/269,325 8,718 7,915 0.7 %(5) (7) (8)
9,325 8,718 7,915 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Jon Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanBKBM + 4.50%, 10.2% Cash03/2203/27$4,121 $4,408 $4,068 0.3 %(3) (5) (7) (8) (23) (29)
4,121 4,408 4,068 
Jones Fish Hatcheries & Distributors LLCConsumer ProductsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash02/2202/288,043 7,882 7,887 0.6 % (5) (7) (8) (16)
RevolverSOFR + 5.50%, 11.0% Cash02/2202/28— (6)(8)— %(7) (8) (16) (28) (29)
LLC Units
(1,018 units)
N/A02/22N/A107 228 — %(7)
8,043 7,983 8,107 
Kano Laboratories LLCChemicals, Plastics & RubberFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.5% Cash05/2111/262,833 2,804 2,808 0.2 %(5) (6) (7) (8) (16) (28) (29)
2,833 2,804 2,808 
Kid Distro Holdings, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash10/2110/2723,419 23,103 23,302 1.8 %(5) (6) (7) (8) (16)
LLC Units (1,062,795.2 units)N/A10/21N/A1,064 999 0.1 %(7) (26)
23,419 24,167 24,301 
Kona Buyer, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash05/2112/2712,478 12,339 12,478 1.0 %(5) (7) (8) (16)
12,478 12,339 12,478 
KSLB Holdings, LLCBeverage, Food and TobaccoFirst Lien Senior Secured Term LoanSOFR + 4.50%, 10.0% Cash05/2107/255,917 5,771 5,508 0.4 %(5) (7) (8) (16)
5,917 5,771 5,508 
Lambir Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.4% Cash12/2112/282,372 2,343 2,214 0.2 %(3) (5) (7) (8) (10) (29)
Second Lien Senior Secured Term Loan12.0% PIK12/2106/29808 802 736 0.1 %(3) (7) (28)
3,180 3,145 2,950 
Lattice Group Holdings Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash05/2205/29709 690 659 0.1 %(3) (5) (7) (8) (17) (29)
RevolverSOFR + 5.75%, 11.1% Cash05/2211/2818 17 16 — %(3) (7) (8) (17) (28) (29)
727 707 675 
LeadsOnline, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSOFR +5.75%, 11.2% Cash02/2202/2810,820 10,683 10,712 0.8 %(5) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash09/2302/285,897 5,758 5,859 0.4 %(5) (7) (8) (16)
RevolverSOFR + 5.75%, 11.2% Cash02/2202/28510 458 490 — %(7) (8) (16) (28) (29)
LLC Units
(61,304.4 units)
N/A02/22N/A63 180 — %(7)
17,227 16,962 17,241 
Life Extension Institute, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash05/2102/266,826 6,826 6,826 0.5 %(6) (7) (8) (16)
6,826 6,826 6,826 
Listrac Bidco LimitedHealth CareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.2% Cash02/2302/271,010 946 1,010 0.1 %(3) (7) (8) (19) (28)
Super Senior Secured Term LoanSONIA + 12.00%, 17.2% Cash02/2308/26172 157 172 — %(3) (7) (8) (19) (28)
Common Stock
(255 shares)
N/A03/23N/A494 900 0.1 %(3) (7) (26) (28)
1,182 1,597 2,082 
LivTech Purchaser, Inc.Business ServicesFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.6% Cash05/2112/251,527 1,519 1,523 0.1 %(6) (7) (8) (16) (28)
1,527 1,519 1,523 
Long Term Care Group, Inc.HealthcareFirst Lien Senior Secured Term LoanSOFR + 1.00%, 6.3% Cash, 6.0% PIK04/2209/274,319 4,257 3,295 0.3 %(5) (7) (8) (15)
4,319 4,257 3,295 
44
47


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Marmoutier Holding B.V.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 3.9% Cash, 6.8% PIK12/2112/28$2,467 $2,437 $1,793 0.1 %(3) (5) (7) (8) (10) (29)
RevolverEURIBOR + 5.75%, 3.9% Cash, 5.8% PIK12/2112/2852 47 — %(3) (7) (8) (10) (28) (29)
2,519 2,484 1,802 
Marshall Excelsior Co.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash02/2202/285,646 5,578 5,465 0.4 %(5) (7) (8) (16)
RevolverSOFR + 5.50%, 11.0% Cash02/2202/281,037 1,019 1,000 0.1 %(7) (8) (16) (28) (29)
6,683 6,597 6,465 
MC Group Ventures CorporationBusiness ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash07/2106/276,552 6,459 6,528 0.5 %(5) (6) (7) (8) (16) (29)
Partnership Units (560 Units)N/A06/21N/A560 584 — %(7) (26) (28)
6,552 7,019 7,112 
Media Recovery, Inc. (SpotSee)Containers, Packaging & GlassFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.2% Cash05/2111/25890 974 857 0.1 %(5) (7) (8) (18)
890 974 857 
Median B.V.HealthcareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.4% Cash02/2210/276,310 6,548 5,711 0.4 %(3) (5) (8) (19)
6,310 6,548 5,711 
Medical Solutions Parent Holdings, Inc.HealthcareSecond Lien Senior Secured Term LoanSOFR + 7.00%, 12.5% Cash11/2111/294,421 4,387 3,708 0.3 %(5) (8) (16)
4,421 4,387 3,708 
Medplast Holdings, Inc.Health CareSecond Lien Senior Secured Term LoanSOFR + 7.75%, 13.2% Cash05/2107/269,325 8,871 8,947 0.7 %(5) (8) (15)
9,325 8,871 8,947 
Mercell Holding ASTechnologyFirst Lien Senior Secured Term LoanNIBOR + 5.50%, 10.1% Cash08/2208/293,092 3,138 3,041 0.2 %(3) (5) (7) (8) (25) (29)
Class A Units
(114.4 units)
9.0% PIK08/22N/A111 128 — %(3) (7) (26) (28)
Class B Units (28,943.8 units)N/A08/22N/A— 51 — %(3) (7) (26) (28)
3,092 3,249 3,220 
Mertus 522. GmbHHealth CareFirst Lien Senior Secured Term LoanEURIBOR + 7.00%, 10.9% Cash05/2105/263,964 4,008 3,627 0.3 %(3) (5) (7) (8) (11)
3,964 4,008 3,627 
Metis BidCo Pty LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanBBSY + 5.25%, 9.7% Cash05/2104/26389 439 389 — %(3) (5) (7) (13) (28)
389 439 389 
MNS Buyer, Inc.Construction and BuildingFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash08/2108/27905 893 901 0.1 %(5) (7) (8) (15)
Partnership Units (76,923.10 Units)N/A08/21N/A77 82 — %(7) (26) (28)
905 970 983 
Modern Star Holdings Bidco Pty LimitedNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanBBSY + 5.50%, 10.3% Cash05/2112/261,956 1,933 1,936 0.1 %(3) (5) (7) (8) (14) (28) (29)
1,956 1,933 1,936 
Mold-Rite Plastics, LLCContainers, Packaging & GlassSecond Lien Senior Secured Term LoanSOFR + 7.00%, 12.5% Cash09/2109/2913,983 12,858 5,523 0.4 %(5) (8) (17)
13,983 12,858 5,523 
Moonlight Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 6.25%, 11.6% Cash07/2307/301,894 1,875 1,832 0.1 %(3) (7) (8) (18) (28) (29)
Common Stock (107,714 shares)N/A07/23N/A138 1,380 0.1 %(3) (7) (26) (28)
1,894 2,013 3,212 
Murphy Midco LimitedMedia, Diversified & ProductionFirst Lien Senior Secured Term LoanSONIA + 5.25%, 10.7% Cash05/2111/27751 795 751 0.1 %(3) (5) (7) (8) (19)
751 795 751 

Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Mercell Holding ASTechnologyFirst Lien Senior Secured Term LoanNIBOR + 6.00%, 9.1% Cash08/2208/29$3,188 $3,126 $3,102 0.3 %(3) (5) (6) (7) (28)
Class A Units (114.4 units)N/A08/22N/A111 116 — %(3) (6) (30)
Class B Units (28,943.8 units)N/A08/22N/A— — — %(3) (6) (30)
3,188 3,237 3,218 
Mertus 522. GmbHHealth CareFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.5% Cash05/2105/263,827 3,916 3,368 0.3 %(3) (5) (6) (7) (13)
3,827 3,916 3,368 
Metis BidCo Pty LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanBBSY + 5.25%, 8.5% Cash05/2104/26387 439 387 — %(3) (5) (6) (15)
387 439 387 
MNS Buyer, Inc.Construction & BuildingFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash08/2108/27912 897 835 0.1 %(5) (6) (7) (8)
Partnership Units (76.92 Units)N/A08/21N/A77 54 — %(6) (30)
912 974 889 
Modern Star Holdings Bidco Pty LimitedNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanBBSY + 6.25%, 9.1% Cash05/2112/26784 858 768 0.1 %(3) (5) (6) (7) (14)
784 858 768 
Mold-Rite Plastics, LLCContainers, Packaging & GlassSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.2% Cash09/2109/2913,983 12,725 10,487 1.0 %(5) (6) (7) (10)
13,983 12,725 10,487 
Murphy Midco LimitedMedia, Diversified & ProductionFirst Lien Senior Secured Term LoanSONIA + 5.00%, 8.2% Cash05/2111/27611 690 603 0.1 %(3) (5) (6) (7) (22)
611 690 603 
Music Reports, Inc.Media & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.8% Cash05/2108/262,441 2,411 2,403 0.2 %(5) (6) (7) (8)
2,441 2,411 2,403 
Napa Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.6% Cash03/2203/2813,303 13,767 11,960 1.1 %(3) (5) (6) (7) (16)
13,303 13,767 11,960 
Narda Acquisitionco., Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash12/2112/274,557 4,489 4,119 0.4 %(5) (6) (7) (9)
RevolverLIBOR + 5.50%, 10.2% Cash12/2112/27106 91 — %(6) (7) (9)
Class A Preferred Stock (3708.01 shares)N/A12/21N/A371 242 — %(6) (30)
Class B Common Stock (412 shares)N/A12/21N/A41 — — %(6) (30)
4,663 4,992 4,365 
Navia Benefit Solutions, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 9.6% Cash05/2102/274,574 4,519 4,497 0.4 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanSOFR + 5.25%, 9.6% Cash11/2202/272,032 1,983 1,982 0.2 %(5) (6) (7) (17)
6,606 6,502 6,479 
NeoxCoInternet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.2% Cash05/2105/25241 268 241 — %(3) (5) (6) (7) (13)
Second Lien Senior Secured Term Loan12.5% PIK05/2108/2542 46 42 — %(3) (6)
283 314 283 
Net Health Acquisition Corp.Health Care TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash05/2112/253,609 3,581 3,581 0.3 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash05/2112/257,363 7,303 7,305 0.7 %(5) (6) (7) (8)
10,972 10,884 10,886 
48
45

Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Nexus Underwriting Management LimitedOther FinancialFirst Lien Senior Secured Term LoanSONIA + 5.25%, 7.4% Cash10/2110/28$3,853 $4,206 $3,770 0.3 %(3) (5) (6) (7) (22)
RevolverSONIA + 5.25%, 7.4% Cash10/2104/23146 161 146 — %(3) (6) (7) (22)
3,999 4,367 3,916 
Northstar Recycling, LLCEnvironmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash10/2109/276,128 6,028 6,056 0.6 %(5) (6) (7) (9)
6,128 6,028 6,056 
Novotech Aus Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.25%, 8.8% Cash01/2201/283,909 4,107 3,815 0.4 %(3) (5) (6) (7) (16)
First Lien Senior Secured Term LoanSOFR + 5.75%, 9.6% Cash01/2201/284,177 4,077 4,053 0.4 %(3) (5) (6) (7) (19)
8,086 8,184 7,868 
NPM Investments 28 B.V.HealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.5% Cash09/2210/294,287 3,808 4,167 0.4 %(3) (5) (6) (7) (12)
4,287 3,808 4,167 
OA Buyer, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash12/2112/289,568 9,398 9,419 0.9 %(5) (6) (7) (8)
RevolverLIBOR + 5.75%, 10.1% Cash12/2112/28— (23)(21)— %(6) (7) (8)
Partnership Units (210,920.11 units)N/A12/21N/A211 226 — %(6) (30)
9,568 9,586 9,624 
OAC Holdings I CorpAutomotiveFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.0% Cash03/2203/293,621 3,556 3,567 0.3 %(5) (6) (7) (19)
RevolverSOFR + 5.00%, 10.0% Cash03/2203/28763 739 743 0.1 %(6) (7) (19)
4,384 4,295 4,310 
OG III B.V.Containers & Glass ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.9% Cash06/2106/2814,280 15,517 13,967 1.3 %(3) (5) (6) (7) (12)
14,280 15,517 13,967 
Omni Intermediate Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.7% Cash05/2112/2616,708 16,501 16,375 1.5 %(5) (6) (7) (18)
First Lien Senior Secured Term LoanSOFR + 5.00%, 9.7% Cash06/2212/264,798 4,692 4,702 0.4 %(5) (6) (7) (18)
21,506 21,193 21,077 
Options Technology Ltd.Computer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.0% Cash05/2112/258,530 8,404 8,361 0.8 %(3) (5) (6) (7) (10)
8,530 8,404 8,361 
Oracle Vision Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 4.75%, 7.7% Cash06/2105/281,334 1,527 1,334 0.1 %(3) (5) (6) (7) (22)
1,334 1,527 1,334 
Origin Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.7% Cash06/2106/28354 395 342 — %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash06/2106/28597 584 577 0.1 %(3) (5) (6) (7) (9)
951 979 919 
OSP Hamilton Purchaser, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.2% Cash12/2112/272,258 2,219 2,190 0.2 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanSOFR + 6.00%, 10.5% Cash12/2212/272,274 2,206 2,206 0.2 %(5) (6) (7) (18)
RevolverLIBOR + 6.00%, 10.2% Cash12/2112/27— (3)(6)— %(6) (7) (9)
LP Units (60,040 units)N/A07/22N/A208 221 — %(6) (30)
4,532 4,630 4,611 
Panoche Energy Center LLCElectricFirst Lien Senior Secured Bond6.9% Cash07/2207/294,924 4,430 4,628 0.4 %(6)
4,924 4,430 4,628 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Music Reports, Inc.Media & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash05/2108/26$2,441 $2,418 $2,427 0.2 %(6) (7) (8) (16)
2,441 2,418 2,427 
Napa Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.50%, 9.9% Cash03/2203/2813,386 13,830 12,917 1.0 %(3) (5) (7) (8) (13)
13,386 13,830 12,917 
Narda Acquisitionco., Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.5% Cash12/2112/274,511 4,455 4,485 0.3 %(6) (7) (8) (16)
RevolverSOFR + 5.00%, 10.5% Cash12/2112/27— (12)(6)— %(7) (8) (16) (28) (29)
Class A
Preferred Stock
(3,708.10 shares)
N/A12/21N/A371 433 — %(7) (26) (28)
Class B Common Stock (412 shares)N/A12/21N/A41 185 — %(7) (26) (28)
4,511 4,855 5,097 
Navia Benefit Solutions, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 2.00%, 7.4% Cash, 3.0% PIK05/2102/274,947 4,861 4,860 0.4 % (7) (8) (15) (28)
First Lien Senior Secured Term LoanSOFR + 2.00%, 7.4% Cash, 3.0% PIK11/2202/272,017 1,979 1,982 0.2 %(5) (7) (8) (15)
First Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash05/2102/274,527 4,488 4,448 0.3 %(6) (7) (8) (15) (28)
11,491 11,328 11,290 
NAW Buyer LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash09/2309/2911,446 10,951 10,973 0.8 %(5) (7) (8) (16) (29)
RevolverSOFR + 5.75%, 11.1% Cash09/2309/29461 406 408 — %(7) (8) (16) (28) (29)
LLC Units
(575,248 units)
N/A09/23N/A575 575 — %(7) (26)
11,907 11,932 11,956 
NeoxCoInternet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.5% Cash01/2301/302,145 2,041 2,090 0.2 %(3) (5) (7) (8) (11) (29)
2,145 2,041 2,090 
Net Health Acquisition Corp.Health Care TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash05/2112/2510,848 10,820 10,653 0.8 %(6) (7) (8) (15)
10,848 10,820 10,653 
Next Holdco, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash11/2311/3015,336 15,021 15,016 1.1 %(5) (7) (8) (15) (29)
RevolverSOFR + 6.00%, 11.3% Cash11/2311/29— (34)(35)— % (7) (8) (15) (28) (29)
15,336 14,987 14,981 
NF Holdco, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.8%03/2303/295,511 5,361 5,387 0.4 %(7) (8) (16) (28)
RevolverSOFR + 6.50%, 11.8% Cash03/2303/29592 553 558 — %(7) (8) (16) (28) (29)
LLC Units
(856,053 units)
N/A03/23N/A882 847 0.1 %(7) (26) (28)
6,103 6,796 6,792 
Northstar Recycling, LLCEnvironmental IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash10/2109/276,066 5,985 6,026 0.5 %(6) (7) (8) (16)
6,066 5,985 6,026 
Novotech Aus Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanSOFR + 5.25%, 11.1% Cash01/2201/288,150 8,004 8,080 0.6 %(3) (5) (7) (8) (17) (29)
8,150 8,004 8,080 
NPM Investments 28 B.V.HealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.9% Cash09/2210/291,344 1,145 1,307 0.1 %(3) (5) (7) (8) (10) (29)
1,344 1,145 1,307 

49
46

Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Panther Bidco Pty Ltd (Junior Adventures Group)Consumer ServicesFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.4% Cash05/2106/24$656 $745 $628 0.1 %(3) (5) (6) (16)
656 745 628 
Pare SAS (SAS Maurice MARLE)Health Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.1% Cash, 0.75% PIK05/2112/26527 591 511 — %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanSOFR + 6.50%, 9.6% Cash11/2210/264,900 4,705 4,690 0.4 %(3) (5) (6) (7) (18)
5,427 5,296 5,201 
Patriot New Midco 1 Limited (Forensic Risk Alliance)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 8.5% Cash05/2102/27378 424 360 — %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.75%, 11.4% Cash05/2102/27443 439 421 — %(3) (5) (6) (7) (9)
821 863 781 
PDQ.Com CorporationBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.4% Cash08/2108/2716,981 16,670 16,738 1.5 %(5) (6) (7) (9)
Class A-2 Partnership Units (86.4 units)N/A08/21N/A86 124 — %(6) (30)
16,981 16,756 16,862 
PEGASUS TRANSTECH HOLDING, LLCTruckingFirst Lien Senior Secured Term LoanLIBOR + 6.75%, 11.1% Cash05/2111/249,981 9,951 9,622 0.9 %(5) (6) (7) (8)
9,981 9,951 9,622 
Perforce Software, Inc.Internet Software & ServicesSecond Lien Senior Secured Term LoanLIBOR + 8.00%, 12.4% Cash05/2107/276,497 6,434 6,348 0.6 %(5) (6) (7) (8)
6,497 6,434 6,348 
Perimeter Master Note Business TrustCredit Card ABSStructured Secured Note - Class A4.7% Cash05/2205/27182 182 165 — %(3) (6)
Structured Secured Note - Class B5.4% Cash05/2205/27182 182 162 — %(3) (6)
Structured Secured Note - Class C5.9% Cash05/2205/27182 182 157 — %(3) (6)
Structured Secured Note - Class D8.5% Cash05/2205/27181 181 158 — %(3) (6)
Structured Secured Note - Class E11.4% Cash05/2205/279,273 9,273 8,154 0.7 %(3) (6)
10,000 10,000 8,796 
Permaconn BidCo Pty LtdTele-
communications
First Lien Senior Secured Term LoanBBSY + 6.00%, 9.1% Cash12/2112/277,569 7,805 7,430 0.7 %(3) (5) (6) (7) (15)
7,569 7,805 7,430 
Polara Enterprises, L.L.C.Capital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.6% Cash12/2112/274,200 4,129 4,132 0.4 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanSOFR + 4.75%, 9.2% Cash06/2212/272,577 2,530 2,535 0.2 %(5) (6) (7) (18)
RevolverLIBOR + 4.75%, 9.6% Cash12/2112/27— (16)(15)— %(6) (7) (9)
Partnership Units (7,408.6 units)N/A12/21N/A741 823 0.1 %(6) (30)
6,777 7,384 7,475 
Policy Services Company, LLCProperty & Casualty InsuranceFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 8.8% Cash, 4.0% PIK12/2106/2651,948 50,457 50,748 4.7 %(6) (7) (9)
Warrants - Class A (2.6774 units)N/A12/21N/A— 459 — %(5) (6) (30)
Warrants - Class B (0.9036 units)N/A12/21N/A— 155 — %(5) (6) (30)
Warrants - Class CC (0.0929 units)N/A12/21N/A— — — %(5) (6) (30)
Warrants - Class D (0.2586 units)N/A12/21N/A— 44 — %(5) (6) (30)
51,948 50,457 51,406 
Premium Franchise Brands, LLCResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 9.9% Cash05/2112/2624,659 24,294 24,337 2.2 %(5) (6) (7) (9)
24,659 24,294 24,337 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
OA Buyer, Inc.HealthcareFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash12/2112/28$9,471 $9,327 $9,387 0.7 %(6) (7) (8) (15)
RevolverSOFR + 5.50%, 10.9% Cash12/2112/28— (19)(12)— %(7) (8) (15) (28) (29)
Partnership Units (210,920.11 units)N/A12/21N/A211 276 — %(7) (26) (28)
9,471 9,519 9,651 
OAC Holdings I CorpAutomotiveFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.5% Cash03/2203/293,575 3,520 3,454 0.3 %(6) (7) (8) (16)
RevolverSOFR + 5.00%, 10.5% Cash03/2203/28— (20)(47)— % (7) (8) (16) (28) (29)
3,575 3,500 3,407 
Ocelot Holdco LLCConstruction MachinerySuper Senior Takeback Loan10.0% Cash10/2310/27171 171 171 — % (7) (28)
Takeback Term Loan10.0% Cash10/2310/27917 917 917 0.1 % (7) (28)
Preferred Stock
(76.2 shares)
15.0% PIK10/23N/A488 652 — % (7) (28)
Common Stock
(58.3 shares)
N/A10/23N/A— — — % (7) (26) (28)
1,088 1,576 1,740 
Ocular Therapeutix, Inc.PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.1% Cash08/2307/297,859 7,635 7,624 0.6 %(3) (7) (8) (15) (28)
7,859 7,635 7,624 
OG III B.V.Containers & Glass ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.7% Cash06/2106/2815,451 16,223 14,972 1.1 %(3) (5) (7) (8) (10)
15,451 16,223 14,972 
Omni Intermediate Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.5% Cash05/2112/2619,869 19,707 18,776 1.4 %(5) (6) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 5.00%, 10.5% Cash06/2212/264,944 4,866 4,628 0.4 %(5) (6) (7) (8) (16) (29)
24,813 24,573 23,404 
Options Technology Ltd.Computer ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.2% Cash05/2112/258,446 8,373 8,378 0.6 %(3) (5) (6) (7) (8) (17)
8,446 8,373 8,378 
Oracle Vision Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 4.75%, 9.9% Cash06/2105/281,414 1,533 1,414 0.1 %(3) (5) (7) (8) (19)
1,414 1,533 1,414 
Origin Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.2% Cash06/2106/28327 354 326 — %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanSOFR + 5.25%, 10.7% Cash06/2106/28533 523 531 — %(3) (5) (7) (8) (16)
860 877 857 
ORTEC INTERNATIONAL NEWCO B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.7% Cash12/2312/305,049 4,865 4,923 0.4 %(3) (5) (7) (8) (10)
5,049 4,865 4,923 
OSP Hamilton Purchaser, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash12/2112/2918,464 18,172 18,095 1.4 %(5) (6) (7) (8) (16) (28)
First Lien Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash03/2312/29— (104)(106)— %(5) (7) (8) (16) (29)
RevolverSOFR + 6.00%, 11.5% Cash12/2112/29— (35)(32)— % (7) (8) (16) (28) (29)
LP Units
(315,147 units)
N/A07/22N/A315 315 — %(7)
18,464 18,348 18,272 
Panoche Energy Center LLCElectricFirst Lien Senior Secured Bond6.9% Cash07/2207/294,355 3,970 4,224 0.3 %(7) (28)
4,355 3,970 4,224 
47
50


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Premium InvestBrokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.5% Cash06/2106/28$4,482 $4,716 $4,482 0.4 %(3) (5) (6) (7) (13)
4,482 4,716 4,482 
Preqin MC LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.6% Cash08/2107/282,500 2,437 2,438 0.2 %(3) (5) (6) (7) (10)
2,500 2,437 2,438 
Professional Datasolutions, Inc. (PDI)Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.7% Cash05/2110/2411,759 11,722 11,300 1.0 %(5) (6) (7) (9)
11,759 11,722 11,300 
ProfitOptics, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.6% Cash03/2203/28659 648 650 0.1 %(5) (6) (7) (10)
RevolverLIBOR + 5.75%, 9.6% Cash03/2203/28— (3)(3)— %(6) (7) (10)
Second Lien Senior Subordinated Term Loan8.0% Cash03/2203/2932 32 30 — %(6)
LLC Units (96,774.2 units)N/A03/22N/A65 69 — %(6) (30)
691 742 746 
Protego Bidco B.V.Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash05/2103/28468 509 439 — %(3) (5) (6) (7) (13)
RevolverEURIBOR + 5.25%, 7.1% Cash05/2103/27127 139 123 — %(3) (6) (7) (13)
595 648 562 
PSP Intermediate 4, LLCTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.3% Cash05/2205/29872 825 829 0.1 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 10.0% Cash05/2205/29866 844 842 0.1 %(3) (5) (6) (7) (9)
1,738 1,669 1,671 
QPE7 SPV1 BidCo Pty LtdConsumer CyclicalFirst Lien Senior Secured Term LoanBBSY + 5.50%, 8.6% Cash09/2109/264,711 4,843 4,521 0.4 %(3) (5) (6) (7) (14)
4,711 4,843 4,521 
Questel UniteBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.5% Cash05/2112/271,887 1,995 1,754 0.2 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 11.0% Cash05/2112/271,000 989 971 0.1 %(3) (5) (6) (7) (9)
2,887 2,984 2,725 
R1 Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 6.25%, 10.8% Cash12/2212/2810,304 9,873 9,873 0.9 %(5) (6) (7) (18)
RevolverSOFR + 6.25%, 10.8% Cash12/2212/28472 403 403 — %(6) (7) (18)
10,776 10,276 10,276 
Randys Holdings, Inc.Automobile ManufacturersFirst Lien Senior Secured Term LoanSOFR + 6.50%, 10.6% Cash11/2210/2816,547 15,909 15,885 1.5 %(5) (6) (7) (18)
RevolverSOFR + 6.50%, 10.6% Cash11/2210/28367 299 297 — % (6) (7) (18)
Partnership Units (6,667 units)N/A11/22N/A667 667 0.1 %(6) (30)
16,914 16,875 16,849 
Recovery Point Systems, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 10.3% Cash05/2107/262,429 2,429 2,400 0.2 %(5) (6) (7) (9)
2,429 2,429 2,400 
Renaissance Holding Corp.Application SoftwareSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.4% Cash05/2105/269,325 9,306 8,622 0.8 %(5) (7) (8)
9,325 9,306 8,622 
Renovation Parent Holdings, LLCHome FurnishingsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 5.50% Cash11/2111/2714,417 14,117 13,668 1.3 %(5) (6) (7) (9)
Partnership Equity (592,105.3 units)N/A11/21N/A592 456 — %(6) (30)
14,417 14,709 14,124 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Pare SAS (SAS Maurice MARLE)Health Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.2% Cash, 0.8% PIK05/2112/26$551 $597 $544 — %(3) (5) (7) (8) (11)
First Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash11/2210/264,900 4,752 4,816 0.4 %(3) (5) (7) (8) (16) (29)
5,451 5,349 5,360 
Parkview Dental Holdings LLCHealthcareFirst Lien Senior Secured Term LoanSOFR + 8.30%, 13.6% Cash10/2310/29624 606 605 — %(7) (8) (16) (28) (29)
LLC Units
(29,762 units)
N/A10/23N/A298 298 — %(7) (26)
624 904 903 
Patriot New Midco 1 Limited (Forensic Risk Alliance)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.7% Cash05/2102/27317 344 310 — %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanSOFR + 6.75%, 12.3% Cash05/2102/27381 379 374 — %(3) (5) (7) (8) (16)
698 723 684 
PDQ.Com CorporationBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSOFR + 5.21%, 10.7% Cash08/2108/2712,953 12,752 12,953 1.0 % (5) (6) (7) (8) (16) (29)
First Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash10/2308/273,061 2,928 2,921 0.2 %(5) (7) (8) (16) (29)
Class A-2 Partnership Units (86.4 units)N/A08/21N/A86 131 — %(7) (28)
16,014 15,766 16,005 
PEGASUS TRANSTECH HOLDING, LLCTruckingFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash05/2111/267,637 7,626 7,637 0.6 %(5) (7) (8) (16)
7,637 7,626 7,637 
Perforce Software, Inc.Internet Software & ServicesSecond Lien Senior Secured Term LoanSOFR + 8.00%, 13.5% Cash05/2107/276,497 6,446 6,497 0.5 %(5) (7) (8) (15)
6,497 6,446 6,497 
Perimeter Master Note Business TrustCredit Card ABSStructured Secured Note - Class A4.7% Cash05/2205/27182 182 172 — %(3) (7) (28)
Structured Secured Note - Class B5.4% Cash05/2205/27182 182 173 — %(3) (7) (28)
Structured Secured Note - Class C5.9% Cash05/2205/27182 182 167 — %(3) (7) (28)
Structured Secured Note - Class D8.5% Cash05/2205/27182 182 166 — %(3) (7) (28)
Structured Secured Note - Class E11.4% Cash05/2205/279,274 9,274 8,503 0.7 %(3) (7) (28)
10,002 10,002 9,181 
Permaconn BidCo Pty LtdTele-communicationsFirst Lien Senior Secured Term LoanBBSY + 6.25%, 10.7% Cash12/2107/297,616 7,354 7,473 0.6 %(3) (5) (7) (8) (13) (28)
7,616 7,354 7,473 
Polara Enterprises, L.L.C.Capital EquipmentFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.2% Cash12/2112/273,818 3,765 3,819 0.3 %(6) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 4.75%, 10.2% Cash06/2212/272,551 2,513 2,551 0.2 %(6) (7) (8) (16)
RevolverSOFR + 4.75%, 10.2% Cash12/2112/27— (13)— — %(7) (8) (16) (28) (29)
Partnership Units (7,408.6 units)N/A12/21N/A741 1,285 0.1 %(7)
6,369 7,006 7,655 
Policy Services Company, LLCProperty & Casualty InsuranceFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.6% Cash, 4.0% PIK12/2106/2653,736 52,635 52,850 4.0 %(7) (8) (16) (28)
Warrants - Class A (2.6774 units)N/A12/21N/A— 1,357 0.1 %(5) (7) (26)
Warrants - Class B (0.9036 units)N/A12/21N/A— 458 — %(5) (7) (26)
Warrants - Class CC (0.0929 units)N/A12/21N/A— — — %(5) (7) (26)
Warrants - Class D (0.2586 units)N/A12/21N/A— 131 — %(5) (7) (26)
53,736 52,635 54,796 
48
51


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
REP SEKO MERGER SUB LLCAir Freight & LogisticsFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 6.6% Cash05/2112/26$5,866 $6,293 $5,793 0.5 %(5) (6) (7) (11)
First Lien Senior Secured Term LoanEURIBOR + 4.75%, 6.6% Cash06/2212/2613,780 13,331 13,608 1.3 %(5) (6) (7) (11)
First Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash05/2112/267,858 7,841 7,754 0.7 %(5) (6) (7) (9)
27,504 27,465 27,155 
Resonetics, LLCHealth Care EquipmentSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.7% Cash05/2104/2910,304 10,126 10,088 0.9 %(5) (6) (7) (9)
10,304 10,126 10,088 
RevSpring, Inc.Business ServicesSecond Lien Senior Secured Term LoanLIBOR + 8.25%, 13.0% Cash05/2110/262,556 2,516 2,556 0.2 %(5) (6) (7) (9)
2,556 2,516 2,556 
Reward Gateway (UK) LtdPrecious Metals & MineralsFirst Lien Senior Secured Term LoanSONIA + 6.25%, 8.4% Cash08/2106/2812,084 13,594 11,897 1.1 %(3) (5) (6) (7) (22)
12,084 13,594 11,897 
Riedel Beheer B.V.Food & BeverageFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.5% Cash12/2112/282,213 2,248 2,162 0.2 %(3) (5) (6) (7) (12)
2,213 2,248 2,162 
ROI Solutions LLCBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.2% Cash05/2108/248,466 8,466 8,466 0.8 %(5) (6) (7) (9)
8,466 8,466 8,466 
Royal Buyer, LLCIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.4% Cash08/2208/2814,725 14,388 14,411 1.3 %(5) (6) (7) (18)
RevolverSOFR + 6.00%, 10.4% Cash08/2208/28544 499 502 — %(6) (7) (18)
15,269 14,887 14,913 
RPX CorporationResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash05/2110/2517,082 16,867 16,740 1.5 %(5) (6) (7) (9)
17,082 16,867 16,740 
Safety Products Holdings, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash05/2112/265,377 5,296 5,306 0.5 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash05/2109/23159 135 121 — %(5) (6) (7) (9)
5,536 5,431 5,427 
Sandvine CorporationCommunications EquipmentSecond Lien Senior Secured Term LoanLIBOR + 8.00%, 12.4% Cash05/2111/268,685 8,660 8,546 0.8 %(5) (6) (7) (8)
8,685 8,660 8,546 
Sanoptis S.A.R.L.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.2% Cash06/2207/2911,066 10,330 10,610 1.0 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanSARON + 5.50%, 5.9% Cash06/2207/293,996 3,757 3,886 0.4 %(3) (5) (6) (7) (27)
15,062 14,087 14,496 
Scaled Agile, Inc.Research & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.2% Cash12/2112/281,735 1,701 1,716 0.2 %(5) (6) (7) (18)
RevolverSOFR + 5.50%, 10.2% Cash12/2112/28— (6)(3)— %(6) (7) (18)
1,735 1,695 1,713 
Scout Bidco B.V.Diversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.0% Cash05/2203/293,243 3,143 3,155 0.3 %(3) (5) (6) (7) (12)
RevolverEURIBOR + 6.00%, 8.0% Cash05/2203/29— (12)(10)— %(3) (6) (7) (12)
3,243 3,131 3,145 
Sereni Capital NVConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.2% Cash05/2211/28358 331 348 — %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.2% Cash05/2205/29490 479 479 — %(3) (5) (6) (7) (13)
848 810 827 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Premium Franchise Brands, LLCResearch & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.5% Cash05/2112/26$24,408 $24,128 $24,252 1.9 %(5) (6) (7) (8) (16)
24,408 24,128 24,252 
Premium InvestBrokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.5% Cash06/2112/307,001 6,633 6,773 0.5 %(3) (5) (7) (8) (11) (29)
First Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.5% Cash06/2106/28— (119)— — %(3) (5) (7) (8) (11) (29)
7,001 6,514 6,773 
Preqin MC LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSOFR + 5.25%, 11.0% Cash08/2107/282,500 2,446 2,490 0.2 %(3) (5) (7) (8) (17)
2,500 2,446 2,490 
Process Insights Acquisition, Inc.ElectronicsFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash07/2307/292,953 2,859 2,928 0.2 %(5) (7) (8) (16) (29)
RevolverSOFR + 6.25%, 11.6% Cash07/2307/29— (31)(8)— %(7) (8) (16) (28) (29)
Common Stock
(368 shares)
N/A07/23N/A368 445 — %(7) (26) (28)
2,953 3,196 3,365 
Professional Datasolutions, Inc. (PDI)Application SoftwareFirst Lien Senior Secured Term LoanSOFR + 4.50%, 10.1% Cash05/2110/2411,637 11,620 11,503 0.9 %(5) (7) (8) (16)
11,637 11,620 11,503 
ProfitOptics, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.5% Cash03/2203/28654 644 654 0.1 %(5) (7) (8) (17)
RevolverSOFR + 5.75%, 11.5% Cash03/2203/28110 107 110 — %(7) (8) (17) (28) (29)
Senior Subordinated Term Loan8.0% Cash03/2203/2932 32 29 — %(7) (28)
LLC Units
(96,774.2 units)
N/A03/22N/A65 88 — %(7) (26) (28)
796 848 881 
Protego Bidco B.V.Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.8% Cash05/2103/28537 565 525 — %(3) (5) (7) (8) (11) (28) (29)
RevolverEURIBOR + 6.50%, 10.5% Cash05/2103/27132 140 129 — %(3) (7) (8) (11) (28)
669 705 654 
PSP Intermediate 4, LLCTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.9% Cash05/2205/29902 842 820 0.1 %(3) (5) (7) (8) (9) (29)
First Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash05/2205/291,411 1,391 1,305 0.1 %(3) (5) (7) (8) (15)
2,313 2,233 2,125 
QPE7 SPV1 BidCo Pty LtdConsumer CyclicalFirst Lien Senior Secured Term LoanBBSY + 4.50%, 8.8% Cash09/2109/267,341 7,425 7,224 0.6 %(3) (5) (7) (8) (12)
7,341 7,425 7,224 
Qualified Industries, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash03/2303/29905 880 888 0.1 %(7) (8) (16) (28)
RevolverSOFR + 5.75%, 11.2% Cash03/2303/29— (10)(3)— %(7) (8) (16) (28) (29)
Preferred Stock
(223 shares)
10.0% PIK03/23N/A216 240 — %(7) (26) (28)
Common Stock (454,545 shares)N/A03/23N/A96 — %(7) (26) (28)
905 1,090 1,221 
Questel UniteBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash05/2112/271,954 2,011 1,788 0.1 %(3) (5) (7) (8) (10) (28) (29)
First Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash05/2112/271,000 991 965 0.1 %(3) (5) (7) (8) (16)
2,954 3,002 2,753 
R1 Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash12/2212/288,160 7,876 7,942 0.6 %(5) (6) (7) (8) (17) (29)
RevolverSOFR + 6.25%, 11.6% Cash12/2212/28126 66 80 — % (7) (8) (17) (28) (29)
8,286 7,942 8,022 

52
49

Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Shelf Bidco LtdOther FinancialFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.7% Cash12/2201/30$34,800 $33,720 $33,721 3.1 %(3) (5) (6) (7) (18)
Common Stock (1,200,000 shares)N/A12/22N/A1,200 1,200 0.1 %(3) (6) (30)
34,800 34,920 34,921 
Simulation Software Investment Company Pty LtdBusiness ServicesFirst Lien Senior Secured Term LoanBBSY + 5.50%, 8.4% Cash05/2108/25892 897 871 0.1 %(3) (5) (6) (7) (15)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.1% Cash05/2108/25958 939 925 0.1 %(3) (5) (6) (7) (18)
1,850 1,836 1,796 
SISU ACQUISITIONCO., INC.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash05/2112/262,519 2,485 2,315 0.2 %(5) (6) (7) (9)
2,519 2,485 2,315 
Smartling, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash11/2110/2714,384 14,109 14,054 1.3 %(5) (6) (7) (8)
RevolverLIBOR + 5.75%, 10.1% Cash11/2110/27— (17)(21)— %(6) (7) (8)
14,384 14,092 14,033 
SN BUYER, LLCHealth Care ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.0% Cash05/2112/265,110 5,057 5,029 0.5 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanSOFR + 5.75%, 10.3% Cash11/2212/262,162 2,120 2,118 0.2 %(5) (6) (7) (18)
7,272 7,177 7,147 
Soho Square III Debtco II SARLDiversified Capital MarketsFirst Lien Senior Secured Term Loan9.5% PIK10/2210/275,639 5,177 5,616 0.5 %(3) (6)
5,639 5,177 5,616 
Solo Buyer, L.P.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.25%, 10.4% Cash12/2212/2922,606 22,046 22,042 2.0 %(5) (6) (7) (18)
RevolverSOFR + 6.25%, 10.4% Cash12/2212/28— (49)(50)— %(6) (7) (18)
Partnership Units (516,399 units)N/A12/22N/A516 516 — %(6) (30)
22,606 22,513 22,508 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)Other UtilityFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.6% Cash11/2203/271,674 1,623 1,621 0.1 %(5) (6) (7) (18)
RevolverSOFR + 5.00%, 9.6% Cash11/2203/27— (3)(4)— %(6) (7) (18)
1,674 1,620 1,617 
Spatial Business Systems LLCElectricFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.7% Cash10/2210/286,094 5,766 5,754 0.5 %(5) (6) (7) (17)
RevolverSOFR + 5.50%, 9.7% Cash10/2210/28— (34)(35)— %(6) (7) (17)
6,094 5,732 5,719 
Springbrook Software (SBRK Intermediate, Inc.)Enterprise Software & ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash05/2112/266,689 6,621 6,555 0.6 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanSOFR + 6.50%, 11.1% Cash12/2212/264,171 4,087 4,087 0.4 %(5) (6) (7) (18)
10,860 10,708 10,642 
SSCP Pegasus Midco LimitedHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSONIA + 6.50%, 9.4% Cash05/2111/27677 766 667 0.1 %(3) (5) (6) (7) (21)
677 766 667 
SSCP Spring Bidco LimitedHealth CareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 8.2% Cash05/2107/25989 1,150 983 0.1 %(3) (5) (6) (7) (21)
989 1,150 983 
SSCP Thermal Bidco SASIndustrial MachineryFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.4% Cash05/2107/24710 804 710 0.1 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 9.5% Cash05/2107/2498 98 98 — %(3) (5) (6) (7) (10)
808 902 808 
Starnmeer B.V.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.30%, 10.7% Cash10/2104/2713,388 13,224 13,267 1.2 %(3) (5) (6) (7) (9)
13,388 13,224 13,267 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Randys Holdings, Inc.Automobile ManufacturersFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.9% Cash11/2211/28$11,433 $11,071 $11,123 0.9 %(5) (7) (8) (16) (29)
RevolverSOFR + 6.50%, 11.9% Cash11/2211/28673 616 631 — % (7) (8) (16) (28) (29)
Partnership Units (6,667 units)N/A11/22N/A667 712 0.1 %(7) (26) (28)
12,106 12,354 12,466 
Recovery Point Systems, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.4% Cash05/2107/262,405 2,405 2,405 0.2 %(6) (7) (8) (16)
2,405 2,405 2,405 
Renovation Parent Holdings, LLCHome FurnishingsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash11/2111/2714,272 14,030 12,502 1.0 %(5) (6) (7) (8) (16)
Partnership Equity (592,105.3 units)N/A11/21N/A592 201 — % (7) (26) (28)
14,272 14,622 12,703 
REP SEKO MERGER SUB LLCAir Freight & LogisticsFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.9% Cash05/2112/266,010 6,245 5,830 0.4 %(5) (7) (8) (10)
First Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.9% Cash06/2212/2614,119 13,254 13,696 1.0 %(5) (7) (8) (10)
First Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash05/2112/268,293 8,280 8,044 0.6 %(6) (7) (8) (16) (28)
28,422 27,779 27,570 
Resonetics, LLCHealth Care EquipmentSecond Lien Senior Secured Term LoanSOFR + 7.00%, 12.6% Cash05/2104/2910,304 10,147 10,252 0.8 %(5) (7) (8) (16)
10,304 10,147 10,252 
RevSpring, Inc.Business ServicesSecond Lien Senior Secured Term LoanSOFR + 8.25%, 13.9% Cash05/2110/262,556 2,525 2,556 0.2 %(5) (7) (8) (16)
2,556 2,525 2,556 
Riedel Beheer B.V.Food & BeverageFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash12/2112/282,291 2,256 2,078 0.2 %(3) (5) (7) (8) (10)
2,291 2,256 2,078 
Rock Labor LLCMedia: Diversified & ProductionFirst Lien Senior Secured Term LoanSOFR + 7.50%, 12.9% Cash09/2309/295,630 5,466 5,475 0.4 %(5) (7) (8) (15)
RevolverSOFR + 7.50%, 12.9% Cash09/2309/29— (27)(26)— %(7) (8) (15) (28) (29)
LLC Units
(199,373 units)
N/A09/23N/A1,068 1,308 0.1 %(7) (26)
5,630 6,507 6,757 
ROI Solutions LLCBusiness ServicesFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash05/2108/256,263 6,263 6,263 0.5 %(6) (7) (8) (16)
6,263 6,263 6,263 
Royal Buyer, LLCIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash08/2208/241,713 1,667 1,681 0.1 %(5) (7) (8) (16) (29)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash08/2208/289,615 9,458 9,508 0.7 %(5) (7) (8) (16)
RevolverSOFR + 5.50%, 10.9% Cash08/2208/28544 506 518 — %(7) (8) (16) (28) (29)
11,872 11,631 11,707 
RPX CorporationResearch & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash05/2110/2515,820 15,688 15,732 1.2 %(5) (6) (7) (8) (16)
15,820 15,688 15,732 
Safety Products Holdings, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash05/2112/266,201 6,141 6,065 0.5 %(5) (6) (7) (8) (16) (28)
6,201 6,141 6,065 
Sandvine CorporationCommunications EquipmentSecond Lien Senior Secured Term LoanSOFR + 8.00%, 13.5% Cash05/2111/268,685 8,666 7,565 0.6 %(5) (7) (8) (15)
8,685 8,666 7,565 
50
53


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Superjet Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash12/2112/27$22,943 $22,548 $22,622 2.1 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 10.5% Cash12/2112/27— (31)(26)— %(6) (7) (9)
22,943 22,517 22,596 
Syniverse Holdings, Inc.Technology DistributorsSeries A Preferred Equity (7,575,758 units)12.5% PIK05/22N/A7,945 6,515 0.6 %(5) (6)
7,945 6,515 
Syntax Systems LtdTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash11/2110/286,378 6,317 5,955 0.5 %(3) (5) (6) (7) (8)
RevolverLIBOR + 5.75%, 10.1% Cash11/2110/26617 610 569 0.1 %(3) (6) (7) (8)
6,995 6,927 6,524 
TA SL Cayman Aggregator Corp.TechnologySubordinated Term Loan7.8% PIK07/2107/281,054 1,039 1,022 0.1 % (6)
Common Stock (770 shares)N/A07/21N/A24 29 — %(6) (30)
1,054 1,063 1,051 
Tank Holding CorpMetal & Glass ContainersFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.2% Cash03/2203/2814,310 14,021 14,023 1.3 %(5) (6) (7) (17)
RevolverSOFR + 5.75%, 10.2% Cash03/2203/28109 96 96 — %(6) (7) (17)
14,419 14,117 14,119 
Tanqueray Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 6.25%, 8.4% Cash11/2211/291,633 1,486 1,558 0.1 %(3) (5) (6) (7) (21)
1,633 1,486 1,558 
Techone B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.9% Cash11/2111/285,840 5,844 5,602 0.5 %(3) (5) (6) (7) (12)
RevolverEURIBOR + 5.50%, 7.9% Cash11/2105/28141 137 130 — %(3) (6) (7) (12)
5,981 5,981 5,732 
Tencarva Machinery Company, LLCCapital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.7% Cash12/2112/23881 869 871 0.1 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 5.00%, 9.7% Cash12/2112/275,431 5,349 5,368 0.5 %(5) (6) (7) (9)
RevolverLIBOR + 5.00%, 9.7% Cash12/2112/27— (16)(13)— %(6) (7) (9)
6,312 6,202 6,226 
Terrybear, Inc.Consumer ProductsSubordinated Term Loan10.0% Cash, 4.0% PIK04/2204/28263 259 259 — % (6)
Common Stock (24,358.97 shares)N/A04/22N/A239 255 — %(6) (30)
263 498 514 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)Brokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 9.0% Cash10/2112/271,251 1,163 1,191 0.1 %(5) (6) (7) (9)
RevolverLIBOR + 4.25%, 9.0% Cash10/2112/27— (18)(14)— %(6) (7) (9)
Subordinated Term LoanLIBOR + 7.75%, 12.7% Cash10/2110/285,110 5,023 5,043 0.5 %(6) (10)
6,361 6,168 6,220 
The Cleaver-Brooks Company, Inc.Industrial EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.1% Cash07/2207/2822,694 22,223 22,268 2.0 %(5) (6) (7) (17)
Subordinated Term Loan11.0% PIK07/2207/294,848 4,745 4,755 0.4 % (6)
27,542 26,968 27,023 
The Hilb Group, LLCInsurance BrokerageFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash05/2112/263,527 3,431 3,388 0.3 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash05/2112/25928 912 913 0.1 %(6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash05/2112/262,668 2,604 2,625 0.2 %(5) (6) (7) (8)
7,123 6,947 6,926 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Sanoptis S.A.R.L.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.4% Cash06/2207/29$5,711 $5,261 $5,425 0.4 %(3) (5) (7) (8) (10) (29)
First Lien Senior Secured Term LoanSARON + 5.50%, 7.2% Cash06/2207/296,528 5,815 6,306 0.5 %(3) (5) (7) (8) (24)
12,239 11,076 11,731 
SBP Holdings LPIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.1% Cash03/2303/289,712 9,115 9,233 0.7 %(7) (8) (16) (28) (29)
RevolverSOFR + 6.75%, 12.1% Cash03/2303/28— (33)(19)— %(7) (8) (16) (28) (29)
9,712 9,082 9,214 
Scaled Agile, Inc.Research & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash12/2112/281,802 1,777 1,759 0.1 %(5) (6) (7) (8) (16)
RevolverSOFR + 5.50%, 10.9% Cash12/2112/2856 52 48 — %(7) (8) (16) (28) (29)
1,858 1,829 1,807 
Scout Bidco B.V.Diversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.7% Cash05/2205/294,013 3,810 3,957 0.3 %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash08/2305/29508 508 501 — %(3) (5) (7) (8) (16)
RevolverEURIBOR + 5.75%, 9.7% Cash05/2205/29213 202 205 — %(3) (7) (8) (10) (28) (29)
4,734 4,520 4,663 
Sereni Capital NVConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.3% Cash05/2205/292,616 2,480 2,522 0.2 %(3) (5) (7) (8) (11) (28)
2,616 2,480 2,522 
Shelf Bidco LtdOther FinancialFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.7% Cash12/2201/3025,736 25,018 25,221 1.9 %(3) (7) (8) (16) (28)
Common Stock (1,200,000 shares)N/A12/22N/A1,200 1,548 0.1 %(3) (7) (26) (28)
25,736 26,218 26,769 
Simulation Software Investment Company Pty LtdBusiness ServicesFirst Lien Senior Secured Term LoanBBSY + 5.00%, 9.4% Cash05/2108/25668 671 669 0.1 %(3) (5) (7) (8) (13)
First Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash05/2108/25958 946 958 0.1 %(3) (5) (7) (8) (16) (29)
1,626 1,617 1,627 
Sinari InvestTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.9% Cash07/2307/301,880 1,804 1,822 0.1 %(3) (5) (7) (8) (11) (29)
1,880 1,804 1,822 
SISU ACQUISITIONCO., INCAerospace & DefenseFirst Lien Senior Secured Term LoanSOFR+ 5.75%, 11.1% Cash05/2112/262,493 2,467 2,354 0.2 %(6) (7) (8) (15)
First Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash05/2112/26— (3)(3)— %(7) (8) (15) (28) (29)
2,493 2,464 2,351 
Smartling, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 4.50%, 9.9% Cash11/2111/2716,340 16,117 16,176 1.2 %(5) (7) (8) (15)
RevolverSOFR + 4.50%, 9.9% Cash11/2111/27— (13)(10)— % (7) (8) (15) (28) (29)
16,340 16,104 16,166 
SmartShift Group, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.6% Cash09/2309/2913,931 13,484 13,480 1.0 %(5) (7) (8) (16) (29)
RevolverSOFR + 6.25%, 11.6% Cash09/2309/29— (65)(63)— % (7) (8) (16) (28) (29)
Common Stock
(455 shares)
N/A09/23N/A455 477 — %(7) (26) (28)
13,931 13,874 13,894 
SN BUYER, LLCHealth Care ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash05/2112/264,924 4,884 4,864 0.4 %(6) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash11/2212/262,104 2,072 2,078 0.2 %(6) (7) (8) (16)
7,028 6,956 6,942 
51
54


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
The Octave Music Group, Inc.Media: Diversified & ProductionSecond Lien Senior Secured Term LoanSOFR + 7.50%, 12.1% Cash04/2204/30$6,541 $6,419 $6,437 0.6 %(5) (6) (7) (18)
Partnership Equity (353,584.39 units)N/A04/22N/A354 532 — %(6) (30)
6,541 6,773 6,969 
Total Safety U.S. IncDiversified Support ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash, 5.0% PIK07/2208/257,630 7,630 7,631 0.7 %(6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash08/2108/252,300 2,282 2,178 0.2 %(7) (9)
9,930 9,912 9,809 
Trader CorporationTechnologyFirst Lien Senior Secured Term LoanCDOR + 6.75%, 11.6% Cash12/2212/294,601 4,451 4,486 0.4 %(3) (5) (6) (7) (24)
RevolverCDOR + 6.75%, 11.6% Cash12/2212/28— (9)(9)— %(3) (6) (7) (24)
4,601 4,442 4,477 
Trident Maritime Systems, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash05/2102/278,957 8,849 8,836 0.8 %(5) (6) (7) (9)
8,957 8,849 8,836 
Truck-Lite Co., LLCAutomotive Parts & EquipmentFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.1% Cash05/2112/2621,301 21,046 20,683 1.9 %(5) (6) (7) (18)
21,301 21,046 20,683 
TSM II Luxco 10 SARLChemical & PlasticsSubordinated Term Loan9.3% PIK03/2203/279,723 9,719 9,450 0.9 %(3) (5) (6) (7)
9,723 9,719 9,450 
TSYL Corporate Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.2% Cash12/2212/28637 591 591 0.1 %(5) (6) (7) (18)
RevolverSOFR + 4.75%, 9.2% Cash12/2212/28— (4)(4)— % (6) (7) (18)
Partnership Units (4,673 units)N/A12/22N/A— %(6) (30)
637 592 592 
Turbo Buyer, Inc.Finance CompaniesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash11/2112/2512,639 12,428 12,243 1.1 %(5) (6) (7) (9)
12,639 12,428 12,243 
Turnberry Solutions, Inc.Consumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.25%, 9.2% Cash07/2109/262,646 2,606 2,606 0.2 %(5) (6) (7) (18)
2,646 2,606 2,606 
UKFast Leaders LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 7.25%, 10.8% Cash05/2109/274,248 4,885 3,759 0.3 %(3) (5) (6) (7) (21)
4,248 4,885 3,759 
Union Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.75%, 9.2% Cash06/2206/292,361 2,331 2,269 0.2 %(3) (5) (6) (7) (21)
2,361 2,331 2,269 
United Therapy Holding III GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.3% Cash04/2203/291,144 1,101 1,098 0.1 %(3) (5) (6) (7) (13)
1,144 1,101 1,098 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)Legal ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.5% Cash05/2111/242,518 2,394 2,277 0.2 %(5) (6) (7) (18)
2,518 2,394 2,277 
Utac CeramBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash05/2109/27854 945 845 0.1 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 8.9% Cash05/2109/27243 238 240 — %(3) (5) (6) (7) (9)
1,097 1,183 1,085 
Validity, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.1% Cash05/2105/25939 911 918 0.1 %(5) (6) (7) (8)
939 911 918 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Soho Square III Debtco II SARLDiversified Capital MarketsFirst Lien Senior Secured Term Loan9.5% PIK10/2210/27$8,191 $7,637 $8,175 0.6 %(3) (7) (28)
8,191 7,637 8,175 
Solo Buyer, L.P.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash12/2212/2916,523 16,157 16,110 1.2 % (7) (8) (16) (28)
RevolverSOFR + 6.25%, 11.7% Cash12/2212/28665 624 615 — % (7) (8) (16) (28) (29)
Partnership Units (516,399 units)N/A12/22N/A516 382 — %(7) (26)
17,188 17,297 17,107 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)Other UtilityFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash11/2203/271,921 1,881 1,858 0.1 %(5) (6) (7) (8) (16) (29)
RevolverSOFR + 5.00%, 10.3% Cash11/2203/2766 64 62 — %(7) (8) (16) (28) (29)
1,987 1,945 1,920 
Spatial Business Systems LLCElectricFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash10/2210/287,679 7,486 7,540 0.6 %(5) (7) (8) (15) (29)
RevolverSOFR + 5.50%, 10.9% Cash10/2210/28— (28)(21)— %(7) (8) (15) (28) (29)
7,679 7,458 7,519 
Springbrook Software (SBRK Intermediate, Inc.)Enterprise Software & ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash05/2112/266,620 6,568 6,596 0.5 %(6) (7) (8) (16) (28)
First Lien Senior Secured Term LoanSOFR + 6.50%, 12.0% Cash12/2212/264,129 4,064 4,129 0.3 %(6) (7) (8) (16)
10,749 10,632 10,725 
SSCP Pegasus Midco LimitedHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.3% Cash05/2111/27797 850 797 0.1 %(3) (5) (7) (8) (18) (28) (29)
797 850 797 
SSCP Spring Bidco 3 LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 6.50%, 11.7% Cash11/2311/30976 932 947 0.1 %(3) (5) (7) (8) (19)
976 932 947 
Starnmeer B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash10/2104/2713,388 13,257 13,333 1.0 %(3) (5) (7) (8) (17)
13,388 13,257 13,333 
Superjet Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash12/2112/2722,711 22,386 22,559 1.7 %(5) (6) (7) (8) (16)
RevolverSOFR + 5.50%, 10.9% Cash12/2112/27456 432 444 — %(7) (8) (16) (28) (29)
23,167 22,818 23,003 
Syniverse Holdings, Inc.Technology Distributors
Series A Preferred Equity
(7,575,758 units)
12.5% PIK05/22N/A8,989 8,788 0.7 %(5) (7)
8,989 8,788 
Syntax Systems LtdTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash11/2110/286,314 6,268 6,314 0.5 %(3) (6) (7) (8) (15)
RevolverSOFR + 5.50%, 11.0% Cash11/2110/26568 563 568 — %(3) (7) (8) (15) (28) (29)
6,882 6,831 6,882 
TA SL Cayman Aggregator Corp.TechnologySubordinated Term Loan7.8% PIK07/2107/281,186 1,173 1,161 0.1 %(7) (28)
Common Stock
(770 shares)
N/A07/21N/A24 35 — %(7) (26) (28)
1,186 1,197 1,196 
Tank Holding CorpMetal & Glass ContainersFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash03/2203/2814,134 13,894 13,979 1.1 %(5) (6) (7) (8) (15)
First Lien Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash05/2303/285,442 5,260 5,379 0.4 %(7) (8) (15) (28) (29)
RevolverSOFR + 5.75%, 11.2% Cash03/2203/28175 164 167 — %(7) (8) (15) (28) (29)
19,751 19,318 19,525 
52
55


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Victoria Bidco LimitedIndustrial MachineryFirst Lien Senior Secured Term LoanSONIA + 6.50%, 7.7% Cash03/2201/29$4,612 $5,039 $4,483 0.4 %(3) (5) (6) (7) (22)
First Lien Senior Secured Term LoanSONIA + 6.50%, 6.50% Cash03/2201/29473 465 460 — %(3) (5) (6) (7) (21)
5,085 5,504 4,943 
VistaJet Pass Through Trust 2021-1BAirlinesStructured Secured Note - Class B6.3% Cash11/212/299,286 9,286 7,584 0.7 % (6)
9,286 9,286 7,584 
Vital Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash06/2106/28963 947 962 0.1 %(5) (6) (7) (9)
Partnership Units (1,096.2 units)N/A06/21N/A11 20 — %(6) (30)
963 958 982 
VP Holding CompanyTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash05/2105/2414,537 14,383 14,259 1.3 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanSOFR + 5.50%, 9.6% Cash05/2105/248,528 8,391 8,364 0.8 %(5) (6) (7) (18)
23,065 22,774 22,623 
W2O Holdings, Inc.Healthcare TechnologyFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash05/2106/25620 620 614 0.1 %(6) (7) (9)
620 620 614 
Wheels Up Experience IncTransportation ServicesFirst Lien Senior Secured Term Loan12.0% Cash10/2204/3122,500 21,621 21,921 2.0 % (6)
22,500 21,621 21,921 
Woodland Foods, LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash12/2112/278,253 8,113 7,403 0.7 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 10.5% Cash12/2112/271,294 1,266 1,127 0.1 %(6) (7) (9)
Common Stock (1,204.46 shares)N/A12/21N/A1,205 733 0.1 %(6) (30)
9,547 10,584 9,263 
World 50, Inc.Professional ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.1% Cash05/2101/2615,383 15,165 15,216 1.4 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 9.6% Cash05/2101/26520 520 512 — %(5) (6) (7) (8)
15,903 15,685 15,728 
WWEC Holdings III CorpCapital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.6% Cash10/2209/2810,780 10,467 10,453 1.0 %(5) (6) (7) (18)
RevolverSOFR + 6.00%, 10.6% Cash10/2209/28839 794 792 0.1 %(6) (7) (18)
11,619 11,261 11,245 
Xeinadin Bidco LimitedFinancial OtherFirst Lien Senior Secured Term LoanSONIA + 5.25%, 8.2% Cash05/2205/2910,730 10,678 10,376 1.0 %(3) (5) (6) (7) (21)
Subordinated Term Loan11.0% PIK05/2205/293,789 3,779 3,687 0.3 %(3) (6) (7)
Common Stock (354,281 shares)N/A05/22N/A452 439 — %(3) (6) (30)
14,519 14,909 14,502 
ZB Holdco LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash02/2202/282,684 2,623 2,628 0.2 %(5) (6) (7) (9)
RevolverLIBOR + 4.75%, 9.5% Cash02/2202/28— (14)(12)— %(6) (7) (9)
LLC Units (152.7 units)N/A02/2202/28153 189 — %(6) (30)
2,684 2,762 2,805 
Zeppelin Bidco LimitedServices: BusinessFirst Lien Senior Secured Term LoanSONIA + 6.25%, 9.2% Cash03/2203/292,910 3,075 2,581 0.2 %(3) (5) (6) (7) (20)
2,910 3,075 2,581 
Subtotal Non–Control / Non–Affiliate Investments (186.1%)2,032,045 2,073,049 2,023,356 
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Tanqueray Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 5.50%, 10.7% Cash11/2211/29$1,730 $1,502 $1,730 0.1 %(3) (5) (7) (8) (18) (29)
1,730 1,502 1,730 
Team Air Distributing, LLCConsumer CyclicalSubordinated Term Loan12.0% Cash5/245/28600 589 590 — %(7) (28)
Partnership Equity (400,000 units)N/A5/24N/A400 420 — %(7) (26)
600 989 1,010 
Techone B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.3% Cash11/2111/286,044 5,866 5,944 0.5 %(3) (5) (7) (8) (10)
RevolverEURIBOR + 5.50%, 9.3% Cash11/2105/2897 88 93 — %(3) (7) (8) (10) (28) (29)
6,141 5,954 6,037 
Tencarva Machinery Company, LLCCapital EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.6% Cash12/2112/276,248 6,172 6,213 0.5 %(5) (6) (7) (8) (16)
RevolverSOFR + 5.00%, 10.6% Cash12/2112/27— (13)(6)— %(7) (8) (16) (28) (29)
6,248 6,159 6,207 
Terrybear, Inc.Consumer ProductsSubordinated Term Loan10.0% Cash, 4.0% PIK04/2204/28274 270 260 — % (7) (28)
Common Stock (24,359 shares)N/A04/22N/A239 115 — % (7) (26)
274 509 375 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)Brokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanSOFR + 4.25%, 9.6% Cash10/2112/271,239 1,188 1,239 0.1 %(5) (6) (7) (8) (16) (29)
RevolverSOFR + 4.25%, 9.6% Cash10/2112/27— (14)— — %(7) (8) (16) (28) (29)
Subordinated Term LoanSOFR + 7.75%, 13.2% Cash10/2112/275,368 5,294 5,338 0.4 %(7) (8) (17) (28)
6,607 6,468 6,577 
The Cleaver-Brooks Company, Inc.Capital EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash07/2207/2814,164 13,894 14,164 1.1 %(5) (6) (7) (8) (15) (28) (29)
Subordinated Term Loan12.5%, PIK07/2207/294,234 4,168 4,185 0.3 % (7) (28)
18,398 18,062 18,349 
The Hilb Group, LLCInsurance BrokerageFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash05/2112/268,920 8,787 8,854 0.7 %(5) (6) (7) (8) (15) (28) (29)
8,920 8,787 8,854 
The Octave Music Group, Inc.Media: Diversified & ProductionSecond Lien Senior Secured Term LoanSOFR + 7.50%, 12.8% Cash04/2204/302,234 2,196 2,215 0.2 %(5) (7) (8) (16)
Partnership Equity (353,584.39 units)N/A04/22N/A354 1,124 0.1 % (7) (26) (28)
2,234 2,550 3,339 
Total Safety U.S. Inc.Diversified Support ServicesFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash, 5.0% PIK07/2208/257,865 7,865 7,865 0.6 %(7) (8) (15) (28)
First Lien Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash08/2108/252,152 2,140 2,040 0.2 %(8) (15) (28)
10,017 10,005 9,905 
Trader CorporationTechnologyFirst Lien Senior Secured Term LoanCDOR + 6.75%, 12.2% Cash12/2212/292,629 2,481 2,587 0.2 %(3) (5) (7) (8) (21)
RevolverCDOR + 6.75%, 12.2% Cash12/2212/28— (7)(6)— %(3) (7) (8) (21) (28) (29)
2,629 2,474 2,581 
Trident Maritime Systems, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash05/2102/279,284 9,196 9,076 0.7 %(6) (7) (8) (16) (28)
9,284 9,196 9,076 
Trintech, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.9% Cash07/2307/2912,571 12,214 12,257 0.9 %(5) (7) (8) (15)
RevolverSOFR + 6.50%, 11.9% Cash07/2307/29408 367 373 — %(7) (8) (15) (28) (29)
12,979 12,581 12,630 
53
56


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)

Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Truck-Lite Co., LLCAutomotive Parts & EquipmentFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash05/2112/26$21,096 $20,891 $20,885 1.6 %(5) (6) (7) (8) (16)
21,096 20,891 20,885 
TSYL Corporate Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash12/2212/28844 806 810 0.1 %(5) (6) (7) (8) (16) (29)
First Lien Senior Secured Term LoanSOFR + 5.00%, 10.4% Cash12/2312/28627 584 584 — %(5) (7) (8) (16)
RevolverSOFR + 4.75%, 10.1% Cash12/2212/28— (10)(10)— %(7) (8) (16) (28) (29)
Partnership Units (4,673 units)N/A12/22N/A— % (7) (26) (28)
1,471 1,385 1,393 
Turbo Buyer, Inc.Finance CompaniesFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash11/2112/2512,512 12,370 12,063 0.9 %(5) (6) (7) (8) (16) (29)
12,512 12,370 12,063 
Turnberry Solutions, Inc.Consumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash07/2109/262,619 2,590 2,599 0.2 %(6) (7) (8) (16)
2,619 2,590 2,599 
UBC Ledgers Holding ABFinancial OtherFirst Lien Senior Secured Term LoanSTIBOR + 5.25%, 9.3% Cash12/2312/301,590 1,467 1,529 0.1 %(3) (5) (7) (8) (20) (29)
RevolverSTIBOR + 5.25%, 9.3% Cash12/2306/24— — — — %(3) (7) (8) (20) (28) (29)
1,590 1,467 1,529 
UKFast Leaders LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 4.50%, 4.5% Cash, 3.4% PIK05/2109/274,658 5,055 4,206 0.3 %(3) (5) (7) (8) (18)
4,658 5,055 4,206 
Union Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.4% Cash06/2206/292,503 2,338 2,350 0.2 %(3) (5) (7) (8) (18) (29)
2,503 2,338 2,350 
United Therapy Holding III GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.9% Cash04/2203/291,676 1,586 1,220 0.1 %(3) (5) (7) (8) (11) (29)
1,676 1,586 1,220 
Unither (Uniholding)PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.2% Cash03/2303/302,094 1,956 2,037 0.2 %(3) (5) (7) (8) (10) (29)
2,094 1,956 2,037 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)Legal ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash05/2111/243,497 3,436 3,362 0.3 %(5) (6) (7) (8) (15) (29)
3,497 3,436 3,362 
Utac CeramBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.65%, 10.1% Cash, 1.8% PIK05/2109/27886 950 834 0.1 %(3) (5) (7) (8) (10)
First Lien Senior Secured Term LoanSOFR + 6.65%, 12.0% Cash, 1.8% PIK05/2109/27247 243 232 — %(3) (5) (7) (8) (16)
1,133 1,193 1,066 
Validity, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.7% Cash05/2105/26939 922 939 0.1 %(5) (7) (8) (15)
939 922 939 
Victoria Bidco LimitedIndustrial MachineryFirst Lien Senior Secured Term LoanSONIA + 6.50%, 11.4% Cash03/2201/295,389 5,523 4,845 0.4 %(3) (5) (7) (8) (18)
5,389 5,523 4,845 
VistaJet Pass Through Trust 2021-1BAirlinesStructured Secured Note - Class B6.3% Cash11/2102/297,857 7,857 6,524 0.5 % (7) (28)
7,857 7,857 6,524 
Vital Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash06/2106/284,920 4,802 4,920 0.4 %(6) (7) (8) (16) (28)
Partnership Units (1,096.2 units)N/A06/21N/A11 29 — % (7) (26)
4,920 4,813 4,949 
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Affiliate Investments (4):
Eclipse Business Capital, LLCBanking, Finance, Insurance, & Real EstateSecond Lien Senior Secured Term Loan7.5% Cash08/2107/28$3,209 $3,182 $3,209 0.3 % (6)
RevolverLIBOR + 7.25%08/2107/283,722 3,646 3,722 0.3 %(6) (8)
LLC Units (63,139,338 units)N/A08/21N/A65,809 95,340 8.8 % (6)
6,931 72,637 102,271 
Thompson Rivers LLCInvestment Funds & Vehicles6.3% Member InterestN/A08/21N/A— 19,213 12,041 1.1 %

— 19,213 12,041 
Waccamaw River LLCInvestment Funds & Vehicles20% Member InterestN/A08/21N/A— 22,602 20,212 1.9 % (3)
— 22,602 20,212 
Subtotal Affiliate Investments (12.4%)6,931 114,452 134,524 
Total Investments, December 31, 2022 (198.5%)*$2,038,976 $2,187,501 $2,157,880 

Derivative Instruments57
Interest Rate Swaps:
DescriptionCompany ReceivesCompany PaysMaturity DateNotional AmountValueHedged InstrumentUnrealized Appreciation (Depreciation)
Interest rate swap (See Note 5)6.00%SOFR + 3.245%5/10/2027$100,000 $(4,534)Series D Notes$(4,534)
Interest rate swap (See Note 5)6.00%SOFR + 3.382%5/10/2027$55,000 $(2,813)Series E Notes(2,813)
Total Interest Rate Swaps, December 31, 2022$(7,347)
54

Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
Foreign Currency Forward Contracts:
DescriptionNotional Amount to be PurchasedNotional Amount to be SoldCounterpartySettlement DateUnrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD)A$61,845$41,434BNP Paribas SA01/09/23$660 
Foreign currency forward contract (AUD)A$2,300$1,557BNP Paribas SA04/11/2314 
Foreign currency forward contract (AUD)$40,131A$61,845BNP Paribas SA01/09/23(1,964)
Foreign currency forward contract (AUD)$42,446A$63,128BNP Paribas SA04/11/23(684)
Foreign currency forward contract (CAD)C$7,479$5,491BNP Paribas SA01/09/2335 
Foreign currency forward contract (CAD)$5,473$7,479BNP Paribas SA01/09/23(53)
Foreign currency forward contract (CAD)$5,383$7,326BNP Paribas SA04/11/23(35)
Foreign currency forward contract (DKK)7,401kr.$1,056BNP Paribas SA01/09/23
Foreign currency forward contract (DKK)$9827,401kr.BNP Paribas SA01/09/23(83)
Foreign currency forward contract (DKK)$1,0787,499kr.BNP Paribas SA04/11/23(9)
Foreign currency forward contract (EUR)€187,162$198,632BNP Paribas SA01/09/231,693 
Foreign currency forward contract (EUR)$185,138€187,162BNP Paribas SA01/09/23(15,187)
Foreign currency forward contract (EUR)$199,111€186,411BNP Paribas SA04/11/23(1,665)
Foreign currency forward contract (GBP)£56,336$68,032BNP Paribas SA01/09/2313 
Foreign currency forward contract (GBP)£1,600$1,929BNP Paribas SA04/11/23
Foreign currency forward contract (GBP)$62,569£56,336BNP Paribas SA01/09/23(5,477)
Foreign currency forward contract (GBP)$66,247£54,756BNP Paribas SA04/11/23(38)
Foreign currency forward contract (NZD)NZ$8,665$5,451BNP Paribas SA01/09/2346 
Foreign currency forward contract (NZD)$5,009NZ$8,665BNP Paribas SA01/09/23(487)
Foreign currency forward contract (NZD)$5,060NZ$8,044BNP Paribas SA04/11/23(46)
Foreign currency forward contract (NOK)38,802kr$3,939BNP Paribas SA01/09/23
Foreign currency forward contract (NOK)$3,62638,802krBNP Paribas SA01/09/23(318)
Foreign currency forward contract (NOK)$4,09740,202krBNP Paribas SA04/11/23(7)
Foreign currency forward contract (SEK)5,694kr$547BNP Paribas SA01/09/23— 
Foreign currency forward contract (SEK)$5125,694krBNP Paribas SA01/09/23(35)
Foreign currency forward contract (SEK)$5555,751krBNP Paribas SA04/11/23— 
Foreign currency forward contract (CHF)18,873Fr.$19,744BNP Paribas SA01/09/23689 
Foreign currency forward contract (CHF)$19,49118,873Fr.BNP Paribas SA01/09/23(942)
Foreign currency forward contract (CHF)$5,3364,891Fr.BNP Paribas SA04/11/23(12)
Total Foreign Currency Forward Contracts, December 31, 2022$(23,870)
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
VP Holding CompanyTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash05/2112/25$19,396 $19,325 $18,679 1.4 %(5) (6) (7) (8) (16)
First Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash05/2105/241,931 1,926 1,859 0.1 %(5) (7) (8) (16) (28)
21,327 21,251 20,538 
W2O Holdings, Inc.Healthcare TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash05/2106/251,097 1,096 1,076 0.1 %(7) (16) (28)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash05/2106/25482 470 470 — %(7) (17) (28) (29)
1,579 1,566 1,546 
WEST-NR ACQUISITIONCO, LLCInsuranceFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash08/2312/273,741 3,604 3,604 0.3 %(5) (7) (8) (16) (29)
3,741 3,604 3,604 
Wheels Up Experience IncTransportation ServicesFirst Lien Senior Secured Term Loan12.0% Cash09/2210/2917,907 17,277 16,474 1.3 % (7) (28)
17,907 17,277 16,474 
Whitcraft Holdings, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 7.00%, 12.3% Cash02/2402/2912,806 12,347 12,409 0.9 %(7) (8) (16) (28)
RevolverSOFR + 7.00%, 12.3% Cash02/2402/29168 81 90 — %(7) (8) (16) (28) (29)
LP Units
(84,116.1 units)
N/A02/24N/A841 1,072 0.1 % (7) (26) (28)
12,974 13,269 13,571 
White Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.4% Cash10/2310/301,749 1,688 1,687 0.1 %(3) (5) (7) (8) (16) (28) (29)
1,749 1,688 1,687 
Woodland Foods, LLCFood & BeverageFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.4% Cash12/2112/278,170 8,056 7,500 0.6 %(6) (7) (8) (16)
RevolverSOFR + 5.75%, 11.4% Cash12/2112/271,131 1,109 998 0.1 %(7) (8) (16) (28) (29)
Common Stock (1,204.46 shares)N/A12/21N/A1,204 733 0.1 % (7) (26)
9,301 10,369 9,231 
World 50, Inc.Professional ServicesFirst Lien Senior Secured Term LoanSOFR + 4.50%, 10.1% Cash05/2101/2615,451 15,305 15,385 1.2 %(5) (6) (7) (8) (15)
15,451 15,305 15,385 
WWEC Holdings III CorpCapital GoodsFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash10/2210/288,039 7,893 8,039 0.6 %(5) (7) (8) (16)
RevolverSOFR + 5.75%, 11.1% Cash10/2210/28349 314 349 — %(7) (8) (16) (28) (29)
8,388 8,207 8,388 
Xeinadin Bidco LimitedFinancial OtherFirst Lien Senior Secured Term LoanSONIA + 5.25%, 10.4% Cash05/2205/2912,273 11,641 12,049 0.9 %(3) (5) (7) (8) (18) (29)
Subordinated Term Loan11.0% PIK05/2205/294,627 4,387 4,552 0.3 %(3) (7) (28)
Common Stock (36,532,680 shares)N/A05/22N/A452 466 — %(3) (7) (26) (28)
16,900 16,480 17,067 
ZB Holdco LLCFood & BeverageFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash02/2202/286,339 6,189 6,271 0.5 %(5) (7) (8) (16) (29)
RevolverSOFR + 6.00%, 11.5% Cash02/2202/28— (12)(6)— %(7) (8) (16) (28) (29)
LLC Units
(152.7 units)
N/A02/2202/28153 173 — % (7)
6,339 6,330 6,438 
Zeppelin Bidco LimitedServices: BusinessFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.4% Cash03/2203/293,084 3,098 2,859 0.2 %(3) (5) (7) (8) (18) (29)
3,084 3,098 2,859 
Subtotal Non–Control / Non–Affiliate Investments (167.4%)*2,190,265 2,219,083 2,187,808 

58


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company
Industry(30)
Investment Type(1)(2)(31)
InterestAcq. DateMaturity DatePrincipal
Amount
CostFair
Value
% of Net Assets *Notes
Affiliate Investments (4):
Coastal Marina Holdings, LLCHotel, Gaming and LeisureSubordinated Term Loan10.0% PIK11/2111/31$3,647 $3,459 $3,434 0.3 % (7) (28)
Subordinated Term Loan8.0% Cash11/2111/318,310 7,798 7,824 0.6 % (7) (28)
LLC Units (1,203,914.5 units)N/A11/21N/A5,472 6,080 0.5 % (7) (26)
11,957 16,729 17,338 
CPCF BPCC LLCInvestment Funds & Vehicles9.1% Member InterestN/A06/23N/A7,886 7,763 0.6 %(3) (28)
7,886 7,763 
Eclipse Business Capital, LLCBanking,
Finance,
Insurance &
Real Estate
RevolverSOFR + 7.25%, 12.6% Cash08/2107/283,914 3,852 3,915 0.3 %(7) (15) (28) (29)
Second Lien Senior Secured Term Loan7.5% Cash08/2107/283,209 3,186 3,209 0.2 % (7) (28)
LLC Units (63,139,338 units)N/A08/21N/A65,621 102,917 7.9 % (7) (28)
7,123 72,659 110,041 
Rocade Holdings LLCOther FinancialPreferred LP Units (108,000 units)SOFR + 6.0% PIK, 11.3% PIK02/23N/A114,113 114,113 8.7 % (7) (16) (28) (29)
Common LP Units (30.8 units)N/A02/23N/A— 1,092 0.1 % (7) (26) (28)
114,113 115,205 
Thompson Rivers LLCInvestment Funds & Vehicles6.3% Member InterestN/A08/21N/A12,175 5,304 0.4 %(26) (28)
12,175 5,304 
Waccamaw River LLCInvestment Funds & Vehicles20.0% Member InterestN/A08/21N/A25,082 15,470 1.2 % (3) (26) (28)
25,082 15,470 
Subtotal Affiliate Investments (20.7%)*19,080 248,644 271,121 
Total Investments, December 31, 2023 (188.1%)*$2,209,345 $2,467,727 $2,458,929 
Derivative Instruments
Interest Rate Swaps:
DescriptionCompany ReceivesCompany PaysMaturity DateNotional AmountValueHedged InstrumentUnrealized Appreciation (Depreciation)
Interest rate swap (See Note 4)6.00%SOFR + 3.245%5/10/2027$100,000 $(3,271)Series D Notes$(3,271)
Interest rate swap (See Note 4)6.00%SOFR + 3.382%5/10/2027$55,000 $(2,049)Series E Notes(2,049)
Total Interest Rate Swaps, December 31, 2023$(5,320)


59


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Foreign Currency Forward Contracts:
DescriptionNotional Amount to be PurchasedNotional Amount to be SoldCounterpartySettlement DateUnrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD)$45,208A$70,473BNP Paribas SA01/10/24$(2,932)
Foreign currency forward contract (CAD)$5,336C$7,280BNP Paribas SA01/10/24(178)
Foreign currency forward contract (DKK)$1,1287,968kr.BNP Paribas SA01/10/24(55)
Foreign currency forward contract (EUR)$229,170€216,996BNP Paribas SA01/10/24(10,903)
Foreign currency forward contract (GBP)£4,844$6,086BNP Paribas SA01/10/2485 
Foreign currency forward contract (GBP)$75,288£61,973BNP Paribas SA01/10/24(3,669)
Foreign currency forward contract (NZD)$5,519NZ$9,248BNP Paribas SA01/10/24(342)
Foreign currency forward contract (NOK)$3,99743,081krBNP Paribas SA01/10/24(258)
Foreign currency forward contract (SEK)$1,86819,907krBNP Paribas SA01/10/24(113)
Foreign currency forward contract (CHF)$6,7596,137Fr.BNP Paribas SA01/10/24(546)
Total Foreign Currency Forward Contracts, December 31, 2023$(18,911)
*    Fair value as a percentage of net assets.
(1)All debt investments are income producing, unless otherwise noted. The Adviser determines in good faith the fair value of the Company’s investments in accordance with a valuation policy and processes established by the Adviser, which have been approved by the Board, and the 1940 Act. In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. A majority of the variableVariable rate loans into the Company’s investment portfolio companies bear interest at a rate that may be determined by reference to LIBOR,SOFR, EURIBOR, GBP LIBOR,BBSY, STIBOR, CDOR, SONIA, SARON, BBSY, CDOR, STIBOR, SOFR,NIBOR, BKBM NIBOR, SONIA or an alternate Base Ratebase rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which typically reset annually, semi-annually, quarterly or monthly atmonthly. For each such loan, the borrower’s option.Company has provided the interest rate in effect on the date presented. SOFR-based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread. The borrower may also elect to have multiple interest reset periods for each loan.
(2)All of the Company’s portfolio company investments (including joint venture investments), which as of December 31, 20222023 represented 198.5%188.1% of the Company’s net assets, are subject to legal restrictions on sales. The acquisition date represents the date of the Company’s initial investment in the relevant portfolio company.
(3)Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act. Non-qualifying assets represent 25.8%24.7% of total investments at fair value as of December 31, 2022.2023. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
(4)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns between 5% or more, up to 25% (inclusive), of the portfolio company'scompany’s voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled “Affiliate Investments” for the yearended December 31, 20222023 were as follows:
55
60


Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
December 31, 2022
Value
December 31, 2022
Value
Gross Additions
(a)
Gross Reductions (b)Amount of Realized Gain (Loss)Amount of Unrealized Gain (Loss)December 31, 2023
Value
Amount of Interest or Dividends Credited to Income(c)
Portfolio CompanyPortfolio CompanyType of Investment
Coastal Marina Holdings, LLC
(d)
December 31, 2021
Value
Gross Additions
(a)
Gross Reductions (b)Amount of Realized Gain (Loss)Amount of Unrealized Gain (Loss)December 31, 2022 ValueAmount of Interest or Dividends Credited to Income(c)
Portfolio CompanyType of Investment
CPCF BPCC LLC
CPCF BPCC LLC
Eclipse Business Capital, LLC (d)Eclipse Business Capital, LLC (d)Second Lien Senior Secured Term Loan (7.5% Cash)$3,345 $$— $— $(140)$3,209 $242 
Revolver (LIBOR + 7.25%)$1,283 $3,736 $(1,284)$— $(13)$3,722 $347 
LLC units (63,139,338 units)$65,412 $2,386 $— $— $27,542 $95,340 $7,923 
$70,040 $6,126 $(1,284)$— $27,389 $102,271 $8,512 
LLC units (63,139,338 units)
102,271
Rocade Holdings LLC (d)
Common LP Units (30.8 units)
Thompson Rivers LLC
Thompson Rivers LLCThompson Rivers LLC6.3% Member Interest$33,511 $— $(13,036)$— $(8,434)$12,041 $3,571 
$33,511 $— $(13,036)$— $(8,434)$12,041 $3,571 
Waccamaw River LLCWaccamaw River LLC20% Member Interest$13,500 $8,882 $— $(2,170)$20,212 $1,850 
$13,500 $8,882 $— $— $(2,170)$20,212 $1,850 
Waccamaw River LLC
Total Affiliate InvestmentsTotal Affiliate Investments$117,051 $15,008 $(14,320)$ $16,785 $134,524 $13,933 
Total Affiliate Investments
Total Affiliate Investments
(a) Gross additions include increases in the cost basis of investments resulting from new investments, and follow-on investments.investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.
(b)     Gross reductions include decreases in the total cost basis of investments resulting from principal repayments, sales and return of capital.
(c)    Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.
(d) The fair value of the investment was determined using significant unobservable inputs.
(5)Some or all of the investment is or will be encumbered as security for BPC Funding LLC’s $800.0 million senior secured revolving credit facility with BNP Paribas (as amended, restated and modified from time to time, the “RevolvingRevolving Credit Facility”).Facility.
(6)Some or all of the investment is or will be encumbered as security for the 2023 Debt Securitization.
(7)The fair value of the investment was determined using significant unobservable inputs.
(7)(8)Debt investment includes interest rate floor feature.
(8)The interest rate on these loans is subject to 1 Month LIBOR, which as of December 31, 2022 was 4.39157%.
(9)The interest rate on these loans is subject to 3 Month LIBOR, which as of December 31, 2022 was 4.76729%.
(10)The interest rate on these loans is subject to 6 Month LIBOR, which as of December 31, 2022 was 5.13886%.
(11)The interest rate on these loans is subject to 1 Month EURIBOR, which as of December 31, 20222023 was 1.88400%3.84500%.
(12)(10)The interest rate on these loans is subject to 3 Month EURIBOR, which as of December 31, 20222023 was 2.13200%3.90900%.
(13)(11)The interest rate on these loans is subject to 6 Month EURIBOR, which as of December 31, 20222023 was 2.69300%3.86100%.
(14)(12)The interest rate on these loans is subject to 1 Month BBSY, which as of December 31, 20222023 was 3.01500%4.31000%.
(15)(13)The interest rate on these loans is subject to 3 Month BBSY, which as of December 31, 20222023 was 3.26470%4.35750%.
(16)(14)The interest rate on these loans is subject to 6 Month BBSY, which as of December 31, 20222023 was 3.76500%4.44500%.
(17)(15)The interest rate on these loans is subject to 1 Month SOFR, which as of December 31, 20222023 was 4.35806%5.35472%.
(18)(16)The interest rate on these loans is subject to 3 Month SOFR, which as of December 31, 20222023 was 4.58745%5.33140%.
(19)(17)The interest rate on these loans is subject to 6 Month SOFR, which as of December 31, 20222023 was 4.78131%5.15772%.
(20)The interest rate on these loans is subject to 1 Month SONIA, which as of December 31, 2022 was 3.43570%.
(21)(18)The interest rate on these loans is subject to 3 Month SONIA, which as of December 31, 20222023 was 3.75470%5.20530%.
(22)(19)The interest rate on these loans is subject to 6 Month SONIA, which as of December 31, 20222023 was 4.09490%5.13220%.
(23)(20)The interest rate on these loans is subject to 3 Month STIBOR, which as of December 31, 20222023 was 2.70100%4.05200%.
(24)(21)The interest rate on these loans is subject to 1 Month CDOR, which as of December 31, 20222023 was 4.73750%5.45500%.
(25)(22)The interest rate on these loans is subject to 3 Month CDOR, which as of December 31, 20222023 was 4.93500%5.44750%.
(26)(23)The interest rate on these loans is subject to 3 Month BKBM, which as of December 31, 20222023 was 4.53000%5.63000%.
(27)(24)The interest rate on these loans is subject to 6 Month SARON, which as of December 31, 20222023 was 0.94212%1.69524%.
(28)(25)The interest rate on these loans is subject to 1 Month NIBOR, which as of December 31, 20222023 was 3.04000%4.59000%.
(29)
61
The interest rate on these loans is subject to Prime, which as

Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022 was 7.50000%.2023
(Amounts in thousands, except share amounts)
(30)(26)Investment is non-income producing.
(31)The sale of all or a portion of this investment did not qualify for sale accounting under FASB ASC Topic 860, Transfers and Servicing (“ASC 860”),
and therefore the investment remains on the Company’s Consolidated Schedule of Investments as of December 31, 2022. See Note 5 in the
Unaudited Consolidated Financial Statements for further details.
(32)(27)Non-accrual investment.
(28)Some or all of the investment is or will be encumbered as security for the SMBC Credit Facility.
(29)Position or portion thereof is an unfunded loan or equity commitment.
(30)A summary of the Company’s investment portfolio by industry at fair value, and as a percentage of total investments and net assets are as follows:

($ in thousands)December 31, 2023Percent of PortfolioPercent of Total Net Assets
Aerospace and Defense$118,617 4.8 %9.1 %
Automotive47,469 1.9 3.6 
Banking, Finance, Insurance and Real Estate401,512 16.3 30.7 
Beverage, Food and Tobacco25,223 1.0 1.9 
Capital Equipment72,457 3.0 5.5 
Chemicals, Plastics, and Rubber27,798 1.1 2.1 
Construction and Building21,657 0.9 1.7 
Consumer goods: Durable53,766 2.2 4.1 
Consumer goods: Non-durable37,547 1.5 2.9 
Containers, Packaging and Glass49,219 2.0 3.8 
Energy: Electricity8,389 0.3 0.6 
Environmental Industries61,116 2.5 4.7 
Healthcare and Pharmaceuticals226,610 9.2 17.3 
High Tech Industries372,585 15.2 28.5 
Hotel, Gaming and Leisure21,742 0.9 1.7 
Investment Funds and Vehicles28,538 1.2 2.2 
Media: Advertising, Printing and Publishing27,801 1.1 2.1 
Media: Broadcasting and Subscription5,767 0.2 0.4 
Media: Diversified and Production58,154 2.4 4.5 
Metals and Mining— — — 
Services: Business390,046 15.9 29.8 
Services: Consumer127,976 5.2 9.8 
Structured Products40,421 1.6 3.1 
Telecommunications23,688 1.0 1.8 
Transportation: Cargo150,066 6.1 11.5 
Transportation: Consumer49,022 2.0 3.8 
Utilities: Electric11,743 0.5 0.9 
Total$2,458,929 100.0 %188.1 %

(31)A summary of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets are as follows:

($ in thousands)
CostPercent of
Total
Portfolio
Fair ValuePercent of
Total
Portfolio
Percent of
Total
Net Assets
December 31, 2023:
Senior debt and 1st lien notes
$1,981,715 80 %$1,958,306 80 %150 %
Subordinated debt and 2nd lien notes
158,720 148,450 11 
Structured products27,146 23,947 
Equity shares254,999 10 297,213 12 23 
Equity warrants— 2,475 — — 
Investment in joint ventures45,143 28,538 
$2,467,727 100 %$2,458,929 100 %188 %

See accompanying notes.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements

1. ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION
Organization and Business
The Company was formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and commenced operations on May 10, 2021 with its Initial Closing (as defined below). The Company converted to a Maryland corporation, effective on May 13, 2021. The Company is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the 1940 Act. In addition, the Company has elected to be treated and intends to qualify annually as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company is a non-exchange traded, privately offered perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. The Company uses the term “privately offered perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the BDC on a continuous basis in private offerings at a price equal to the BDC’s net asset value (“NAV”) per share.
Description of Business
The Company is a financial services company that primarily lends to and invests in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. The Company is externally managed by Barings, an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), is a leading global asset management firm, with $362.2$406.1 billion in assets under management as of March 31, 2023.2024.
Formation Transactions/Initial Portfolio
On May 12, 2021, shortly prior to the Company’s election to be regulated as a BDC and conversion to a Maryland corporation, the Company acquired from MassMutual and C.M. Life Insurance Company (“CM Life”), a subsidiary of MassMutual, a select portfolio of senior secured private debt investments in, and funding obligations to, well-established middle-market businesses that operate across a wide range of industries (the “Initial Portfolio”). The Company used the net proceeds from its $450 million initial closing (the “Initial Closing”) of its private continuous offering of up to $2,000,000,000 in shares of the Company’s common stock (the “Private Offering”), along with borrowings under the Revolving Credit Facility, to purchase the Initial Portfolio.
The investments in the Initial Portfolio were selected based upon the Company’s defined investment objective, amount and type of unfunded obligations associated with each investment and the investment requirements set forth under the 1940 Act or otherwise imposed by applicable laws, rules or regulations, including in accordance with the Company’s election to be treated as a RIC for tax purposes.
The aggregate purchase price for the Initial Portfolio was $602.4 million, which is equal to the sum of the fair values of each investment in the Initial Portfolio at the time of purchase of the Initial Portfolio, net of accrued fees associated with certain unfunded obligations in the Initial Portfolio. The investments in the Initial Portfolio were valued as of March 31, 2021 by an independent third-party valuation firm, provided that any investments in the Initial Portfolio acquired by MassMutual or CM Life after March 31, 2021 were initially valued at cost. In connection with the acquisition of the Initial Portfolio, Barings conducted certain valuation procedures to confirm whether there had been any material changes to the fair value of the investments and obligations in the Initial Portfolio from the previously determined fair value thereof and concluded that no purchase price adjustments were necessary given the absence of any such material changes.
Basis of Presentation
The financial statements of the Company include the accounts of Barings Private Credit Corporation and its wholly-owned subsidiaries. The effects of all intercompany transactions between the Company and its wholly-owned subsidiaries have been eliminated in consolidation. The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies.Companies. ASC Topic 946 states that consolidation by the Company of an investee that is not an investment company is not appropriate, except when the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies. None of the portfolio investments made by the Company qualify for this exception. Therefore, the Company’s investment portfolio is carried on the Unaudited and Audited Consolidated
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Balance Sheets at fair value, as discussed further in “Note 3 –3. Investments”, with any adjustments to fair value recognized as “Net unrealized appreciation (depreciation)” on the Unaudited Consolidated Statements of Operations.
The accompanying Unaudited Consolidated Financial Statements are presented in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for the fair presentation of financial statements for the interim period, have been reflected in the Unaudited Consolidated Financial Statements. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the full fiscal year. Additionally, the Unaudited Consolidated Financial Statements and accompanying notes should be read in conjunction with the audited consolidated financial statementsAudited Consolidated Financial Statements and notes thereto for the year ended December 31, 2022.2023. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the Unaudited Consolidated Financial Statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.
Recently Issued Accounting Standards
In March 2020,June 2022, the FASBFinancial Accounting Standards Board (“FASB”) issued Accounting Standards Update, 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting2022-03, Fair Value Measurement (Topic 820) (“ASU 2020-04”2022-03”)., which affects all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-042022-03 clarify that a contractual restriction on the sale of an equity security is effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued Accounting Standards Update 2022-06, Reference Rate Reform (Topic 848): Deferralnot considered part of the Sunset Dateunit of account of the equity security and, therefore, is not considered in measuring the fair value. The amendments also require additional disclosures for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 848, which deferred820. The effective date for the sunset day ofamendments in ASU 2022-03 are for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. The Company determined this guidance to December 31, 2024. The Company is currently evaluating thewill not have a material impact of this guidance on its consolidated financial statements.
Discretionary Share Purchase Program
AtThe Company has commenced a discretionary share repurchase program in which it may, subject to market conditions and the discretion of the Board, the Company commenced a share repurchase program in which the Company mayoffer to repurchase, in each quarter, up to 5% of its shares of the Company’s common stock outstanding as of the close of the previous calendar quarter. The Board may amend, suspend or terminate the share repurchase program at any time if in its reasonable judgment if it deems such action to be in the Company’s best interest and the best interest of itsthe Company’s stockholders. As a result, share repurchases may not be available each quarter.quarter, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect its operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. The Company intends to conduct such repurchase offers in accordance with the requirements of Exchange Act Rule 13e-4 promulgated under the Exchange Act and the 1940 Act and subject to compliance with applicable covenants and restrictions under ourthe Company’s financing arrangements. All shares purchased by usthe Company pursuant to the terms of each tender offer will be redeemed and thereafter will be authorized and unissued shares.
Under the Company’s discretionary share repurchase program, to the extent the Company offers to repurchase shares in any particular quarter, the Companyit expects to repurchase shares pursuant to quarterly tender offers using a purchase price equal to the net asset valueNAV per share as of the last calendar day of the applicable quarter; providedquarter (the “Valuation Date”). Stockholders who purchase shares of the Company’s common stock on or after March 1, 2024 should keep in mind that if they tender their shares of common stock in a tender offer with a Valuation Date that is within the 12-month period following the initial issue date of their tendered shares, the Company and Barings have applied for exemptive relief from SEC that, if granted, will permitmay repurchase such shares subject to an “early repurchase deduction” of 2% of the Company to repurchaseaggregate NAV of the shares that have not been outstanding for at least one year at 98% of such net asset value pursuant to such tender offersrepurchased (an “Early Repurchase Deduction”). There can be no assurance that the SEC will issue such order for exemptive relief. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining stockholders.holders of the Company’s common stock. This Early Repurchase Deduction will also generally apply to minimum account repurchases. The Company may, from time to time, waive the Early Repurchase Deduction in the following circumstances, subject to certain conditions: repurchases resulting from death, qualifying disability or divorce; in the event of a stockholders’ shares are repurchased because the stockholder has failed to maintain the $5,000 minimum account balance; or due to trade or operational error.
During the three months ended March 31, 2023,2024, the Company accepted for repurchase 481.4641,538,740 shares for a total value of $10,014.$32.3 million.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
2. AGREEMENTS AND RELATED PARTY TRANSACTIONS
Advisory Agreement
Pursuant to the terms of an amended and restated investment advisory agreement (the “Advisory Agreement”), Barings manages the Company’s day-to-day operations and provides the Company with investment advisory services. Among other things, the Adviser (i) determines the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by the Company; (iii) executes, closes, services and monitors the investments that the Company makes; (iv) determines the securities and other assets that the Company will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.
The Advisory Agreement provides that, absent fraud, willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Adviser, and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser (collectively, the “IA Indemnified Parties”), are entitled to indemnification from the Company for any damages, liabilities, costs, demands, charges, claims and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the IA Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of any actions or omissions or otherwise based upon the performance of any of the Adviser’s duties or obligations under the Advisory Agreement or otherwise as an investment adviser of the Company. The Adviser’s services under the Advisory Agreement are not exclusive, and the Adviser is generally free to furnish similar services to other entities so long as its performance under the Advisory Agreement is not adversely affected.
Under the Advisory Agreement, the Company pays the Adviser (i) a base management fee (the “Base Management Fee”) and (ii) an incentive fee (the “Incentive Fee”) as compensation for the investment advisory and management services it provides the Company thereunder.
Base Management Fee
The Base Management Fee is calculated at an annual rate of 0.75% of the Company’s average gross assets, including assets purchased with borrowed funds or other forms of leverage but excluding (i) cash and cash equivalents (as defined below) and (ii) net unsettled purchases and sales of investments. For services rendered under the Advisory Agreement, the Base Management Fee is payable quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated; provided, that upon the end of the first calendar quarter following the Initial Closing, the Base Management Fee is calculated based on the value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) as of such calendar quarter-end; provided further, that upon the end of the second calendar quarter following the Initial Closing, the Base Management Fee is calculated based on the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each of the first two calendar quarters following the Initial Closing (including the quarter for which such fees are being calculated).
The Base Management Fee for any partial quarter will be appropriately pro-rated. All or any part of the Base Management Fee not taken as to any quarter will be deferred without interest and may be taken in any quarter prior to the occurrence of a liquidity event (if any). For purposes of the Advisory Agreement, “cash equivalents” means U.S. government securities, money market fund investments, commercial paper instruments and other similar cash equivalent investments maturing within one year of purchase.
For the three months ended March 31, 20232024 and 2022,2023, the Base Management FeeFees determined in accordance with the terms of the Advisory Agreement was $3.8were approximately $4.6 million and $2.2$3.8 million, respectively. As of March 31, 2023,2024, the Base Management Fee of $3.8$4.6 million for the quarterthree months ended March 31, 20232024 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022,2023, the Base Management feeFee of $3.5$4.4 million for the three months ended December 31, 2022 and $3.3 million for the three months ended September 30, 2022, were2023 was unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The Incentive Fee
The Incentive Fee under the Advisory Agreement is based on the Company’s income, as described below.
No portion of the Incentive Fee will beis payable until the completion of the first full calendar quarter following the one-year anniversary of the initial effective date of the Advisory Agreement, May 13, 2021 (the “Initial Effective Date”). Upon the completion of the first full calendar quarter following the one-year anniversary of the Initial Effective Date and thereafter, the Incentive Fee will beis determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the Hurdle Amount (as defined below) in respect of the Trailing Twelve Months. The Hurdle Amount will beis determined on a quarterly basis, and will beis calculated by multiplying 8.0% by the average of the Company’s net asset valueNAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Months. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
The calculation of the Incentive Fee for each quarter will be as follows:    
No Incentive Fee will be payable to the Adviser in any calendar quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months does not exceed the Hurdle Amount;
100% of the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 8.889% by the average of the Company’s net asset valueNAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Months. The Catch-Up Amount is intended to provide the Adviser with an Incentive Fee of 10% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for the Trailing Twelve Months; and
For any quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months exceeds the Catch-Up Amount, the Incentive Fee will equal 10% of the amount of the Company’s Pre-Incentive Fee Net Investment Income for such Trailing Twelve Months, as the Hurdle Amount and Catch-Up Amount will have been achieved.
Subject to the Incentive Fee Cap (discussed below), the amount of the Incentive Fee that will be paid to Barings for a particular quarter will equal the aggregate Incentive Fee calculated as set forth above, less the aggregate Incentive Fees that were paid to Barings in the preceding three calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Months.
The Incentive Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (x) 0.50% of the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each quarter during the Trailing Twelve Months and appropriately adjusted for any share issuances or repurchases during the period (the “Average TTM Gross Assets”), or (y) in the event that the Company’s Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Months is less than 9.0%, the Incentive Fee Cap will equal 0.20% of the Average TTM Gross Assets; provided that, if the Incentive Fee Cap as calculated in clause (x) of this paragraph applies in any quarter, in no event will the Company pay any incentive fee (or portion thereof) during such quarter to the extent that it would cause the Cumulative Net Investor Return (as defined below) during the relevant Trailing Twelve Months to be reduced to an amount below what the Cumulative Net Investor Return during such period would have been if the Incentive Fee Cap for such quarter had been calculated in accordance with clause (y) of this paragraph.
For purposes of the Advisory Agreement:
“Cumulative Net Investor Return” during the relevant Trailing Twelve Months means (1) (a) the Company’s aggregate interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
other fees that the Company receives from portfolio companies, but excluding, for the avoidance of doubt, any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation) accrued during the period, minus the Company’s operating expenses accrued during the period (including, without limitation, the base management fee,Base Management Fee, administration expenses, any interest expense and dividends paid on any issued and outstanding preferred stock and the incentive fee) in respect of the Trailing Twelve Months less (b) any Net Capital Loss (if positive), in respect of the Trailing Twelve Months, divided by (2) the average of the Company’s net asset valuesNAVs measured at the beginning of each quarter in the Trailing Twelve Months.
“Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Months means (1) (a) the aggregate Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Months less (b) any Net Capital Loss (if positive), in respect of the Trailing Twelve Months, divided by (2) the average of the Company’s net asset valuesNAVs measured at the beginning of each quarter in the Trailing Twelve Months.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses on the Company’s assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains on the Company’s assets, whether realized or unrealized, in such period.
If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no Incentive Fee to Barings in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee as calculated above, the Company will pay Barings the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Incentive Fee as calculated above, the Company will pay Barings the Incentive Fee for such quarter without regard to the Incentive Fee Cap.
The fees that are payable under the Advisory Agreement for any partial period will be appropriately prorated. The fees are calculated using detailed policies and procedures approved by Barings and the Board, including a majority of its directors who are not “interested persons” of the Company, as defined in Section 2(a)(19) of the 1940 Act (“Independent Directors,Directors”), and such policies and procedures are consistent with the description of the calculation of the fees set forth above.
Barings may elect to defer or waive all or a portion of the fees that would otherwise be paid to it in its sole discretion. Any portion of a fee not taken as to any period will be deferred without interest and may be taken in any such other period prior to the occurrence of a liquidity event (if any) as Barings may determine in its sole discretion.
For the three months ended March 31, 2024 and 2023, the Incentive FeeFees determined in accordance with the terms of the Advisory Agreement waswere $3.1 million and $2.6 million. Formillion, respectively. As of March 31, 2024, the Incentive Fee of $3.1 million for the three months ended March 31, 2022, the Company did not incur any Incentive Fees. As of March 31, 2023, the Incentive Fee of $2.6 million for the quarter ended March 31, 20232024 was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022,2023, the Incentive Fee of $0.9$3.0 million for the three months ended December 31, 20222023 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.
The Advisory Agreement hashad an initial term of two years. Thereafter, it shallThe Advisory Agreement was most recently re-approved on May 7, 2024 by our Board, including a majority of Independent Directors, and will continue automatically for successive one-year periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act.Independent Directors. The Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (i) by the vote of a majority of the outstanding voting securities of the Company or (ii) by the vote of the Board, or (iii) by the Adviser upon 90 days’ written notice. The Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).
Payment of Expenses
All investment professionals of Barings and its staff, when and to the extent engaged in providing investment advisory and management services under the Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by Barings and not by the Company. The Company bears all other costs and expenses of its operations and transactions, including, without limitation, those relating to:
organizational and offering expenses;
investment advisory and management fees payable under the Advisory Agreement;
all other non-investment advisory expenses incurred by the Company or Barings in connection with administering the Company’s business (including payments under the Administration Agreement (as defined below) based upon the Company’s allocable portion of Barings’ overhead in performing its obligations under the Administration Agreement,
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
including rent and the allocable portion of the cost of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs); and
all other expenses of the Company’s operations and transactions, including those listed in the Advisory Agreement.
Sub-Advisory Agreement
Barings has retained Baring International Investment Limited (“BIIL”), its indirect, wholly-owned subsidiary, as a sub-adviser to manage the Company’s European investments, pursuant to the terms of a sub-advisory agreement (the “Sub-Advisory Agreement”). BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England.
Under the terms of the Sub-Advisory Agreement and except as expressly provided for therein, BIIL provides advisory services with respect to the Company’s European investments on terms and conditions that are, as far as possible, identical to the terms and conditions under which Barings itself serves as its investment adviser under the Advisory Agreement. In addition, except as expressly set forth in the Sub-Advisory Agreement, BIIL is entitled to the same rights and protections as Barings is under the terms of the Advisory Agreement. Barings maintains oversight responsibilities for BIIL’s activities as they relate to the Company’s investment portfolio (including BIIL’s compliance with the requirements set out, referred to or contemplated by the Advisory Agreement), but BIIL is not under the day-to-day direction and supervision of Barings with respect to such activities; provided, however, that Barings retains ultimate discretion over the selection, acquisition and disposal of assets to or from the Company’s investment portfolio. Barings, and not the Company, is solely responsible for paying compensation to BIIL, which amount shall be a portion of the management fees paid by the Company to Barings under the Advisory Agreement, as agreed to between Barings and BIIL from time to time.
The Sub-Advisory Agreement will continue in effect forhad an initial term of two years from its initial effective date,years. The Sub-Advisory Agreement was most recently re-approved on May 13, 2021,7, 2024 by our Board, including a majority of the Independent Directors, and thereafter will continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (1) the vote of the Board, or by the vote of a majority of the Company’s outstanding voting securities, and (2) the vote of a majority of the Company’s directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act.Independent Directors. The Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (1) by the vote of a majority of the Company’s outstanding voting securities, (2) by the vote of the Board, (3) by Barings, or (4) by BIIL. The Sub-Advisory Agreement will automatically terminate in the event of its or the Advisory Agreement’s “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act) or upon termination of the Advisory Agreement. As of March 31, 2023,2024, BIIL had approximately £15.9£17.0 billion in assets under management.
Administration Agreement
Under the terms of an administration agreement (the “Administration Agreement”) with the Adviser, the Adviser also performs (or oversees, or arranges for, the performance of) the administrative services necessary for the Company to operate (in such capacity, the “Administrator”), including, but not limited to, providing office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as the Administrator, subject to review by the Board, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement. The Administrator also, on behalf of the Company and subject to oversight by the Board, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
The Company reimburses Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by the Company and Barings quarterly in arrears. In no event will the agreed-upon quarterly expense amount exceed the amount of expenses that would otherwise be reimbursable by the Company under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount.
The costs and expenses incurred by the Administrator on behalf of the Company under the Administration Agreement include, but are not limited to:
• the allocable portion of the Administrator’s rent for the Company’s Chief Financial Officer and the Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
• the allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
personnel in connection with performing administrative services for the Company under the Administration Agreement;
• the actual cost of goods and services used for the Company and obtained by the Administrator from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with generally accepted accounting principles;U.S. GAAP;
• all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and
• costs associated with (a) the monitoring and preparation of regulatory reporting, including filings with the SEC and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications.
For the three months ended March 31, 20232024 and 2022,2023, the Company incurred and was invoiced by the Administrator expenses of approximately $0.6$0.5 million and $0.4$0.6 million, respectively. As of March 31, 2023,2024, administrative expenses of $0.6$0.5 million incurred during the three months ended March 31, 20232024 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022,2023, administrative expenses of $0.5$0.4 million incurred during the three months ended December 31, 20222023 were unpaid and included in “Administrative fees payable” in the accompanying Consolidated Balance Sheet.
The Administration Agreement hashad an initial term of two yearsyears. The Administration Agreement was most recently re-approved on May 7, 2024 by our Board, including a majority of the Independent Directors, and thereafter will continue automatically for successive one-year periods so long as such continuance is specifically approved at least annually by the Board, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act.Independent Directors. The Administration Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board, or by the Adviser, upon 90 days’ written notice to the other party. The Administration Agreement may not be assigned by a party without the consent of the other party.
Expense Support and Conditional Reimbursement Agreement
The Company has entered into an expense support agreement (the “Expense Support Agreement”) with Barings, pursuant to which Barings may elect to pay certain of the Company’s expenses on its behalf (“Expense Payment”), including organization and offering expenses, provided that no portion of the payment will be used to pay any interest expense or distribution and/or shareholder servicing fees of the Company (if applicable following receipt, if any, of the multi-class exemptive relief from SEC that, if granted, will permit the Company to issue multiple classes of shares of its common stock with varying sales loads, contingent deferred sales charges, and/or asset-based service and/or distribution fees).Company. Any Expense Payment that Barings commits to pay must be paid by Barings to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment is made in writing, and/or offset against amounts due from us to Barings or its affiliates.
Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s stockholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess referred to herein as “Excess Operating Funds”), the Company will pay such Excess Operating Funds, or a portion thereof, to Barings until such time as all Expense Payments made by Barings to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company under the Expense Support Agreement are referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).
The amount of the Reimbursement Payment for any calendar quarter will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by Barings to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to Barings; provided that Barings may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.
The Company’s obligation to make a Reimbursement Payment will automatically become a liability of the Company on the last business day of the applicable calendar quarter, except to the extent Barings has waived its right to receive such
63
69


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
payment for the applicable quarter. The Reimbursement Payment for any calendar quarter will be paid by the Company to Barings in any combination of cash or other immediately available funds as promptly as possible following such calendar quarter and in no event later than forty-five days after the end of such calendar quarter.
Either the Company or Barings may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by the Company to Barings will remain the obligation of the Company following any such termination, subject to the terms of the Expense Support Agreement.
There were no Expense Payments or Reimbursement Payments made during the three months ended March 31, 20232024 or 2022.2023.
3. INVESTMENTS
Portfolio Composition
The Company predominately invests in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. The Adviser’s existing SEC co-investment exemptive relief under the 1940 Act permits the Company and the Adviser’s affiliated private funds and SEC regulated funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.
The cost basis of the Company’s debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and PIKpayment-in-kind (“PIK”) interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, as of March 31, 20232024 and December 31, 20222023 are shown in the following table:
($ in thousands)($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
Percentage of
Total
Net Assets
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
Percentage of
Total
Net Assets
March 31, 2023:
March 31, 2024:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$1,904,516 83 %$1,872,391 83 %168 %$2,062,235 80 80 %$2,038,809 80 80 %124 %
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
170,578 165,123 15 
Structured productsStructured products27,849 24,426 
Equity sharesEquity shares145,965 180,623 16 
Equity warrantsEquity warrants— 1,073 — — 
Investment in joint venturesInvestment in joint ventures38,201 27,762 
$2,287,113 100 %$2,271,398 100 %203 %
$
$
$2,575,830 100 %$2,568,911 100 %157 %
($ in thousands)
($ in thousands)
CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
Percentage of
Total
Net Assets
($ in thousands)
CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
Percentage of
Total
Net Assets
December 31, 2022:
December 31, 2023:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$1,817,043 83 %$1,777,492 82 %163 %$1,981,715 80 80 %$1,958,306 80 80 %150 %
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
169,463 163,899 15 
Structured productsStructured products28,560 25,022 
Equity sharesEquity shares130,616 158,131 15 
Equity warrantsEquity warrants— 1,083 — — 
Investment in joint venturesInvestment in joint ventures41,815 32,253 
$2,187,501 100 %2,157,880 100 %198 %
$
$
$2,467,727 100 %2,458,929 100 %188 %
During the three months ended March 31, 2024, the Company made 10 new investments totaling $129.7 million, made additional investments in existing portfolio companies totaling $146.4 million and made additional investments in existing joint venture equity portfolio companies totaling $1.4 million.

70


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the three months ended March 31, 2023, the Company made nine new investments totaling $71.8 million, made additional investments in existing portfolio companies totaling $59.3 million and made a $12.0 million equity co-investment alongside certain affiliates in aan existing portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. During the three months ended March 31, 2022, the Company made new investments totaling $154.5 million, made additional investments in existing portfolio companies totaling $63.4 million, and made additional investments in existing joint venture equity portfolio companies totaling $6.8 million.
64

Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Industry Composition
The industry composition of investments at fair value at March 31, 20232024 and December 31, 20222023 was as follows:
($ in thousands)($ in thousands)March 31, 2023December 31, 2022($ in thousands)March 31, 2024Percent of PortfolioPercent of Total Net AssetsDecember 31, 2023Percent of PortfolioPercent of Total Net Assets
Aerospace and DefenseAerospace and Defense$130,589 5.8 %$101,192 4.7 %Aerospace and Defense$139,991 5.5 5.5 %8.5 %$118,617 4.8 4.8 %9.1 %
AutomotiveAutomotive55,052 2.4 54,357 2.5 
Banking, Finance, Insurance and Real EstateBanking, Finance, Insurance and Real Estate283,621 12.5 270,117 12.5 
Beverage, Food and TobaccoBeverage, Food and Tobacco22,687 1.0 21,389 1.0 
Capital EquipmentCapital Equipment83,621 3.7 60,393 2.8 
Chemicals, Plastics, and RubberChemicals, Plastics, and Rubber34,189 1.5 34,679 1.6 
Construction and BuildingConstruction and Building23,943 1.0 23,802 1.1 
Consumer Goods: DurableConsumer Goods: Durable30,679 1.4 29,699 1.4 
Consumer Goods: Non-durableConsumer Goods: Non-durable35,658 1.6 35,567 1.6 
Containers, Packaging and GlassContainers, Packaging and Glass46,771 2.1 47,828 2.2 
Energy: Electricity
Energy: Electricity
Energy: Electricity
Environmental IndustriesEnvironmental Industries60,438 2.7 60,035 2.8 
Environmental Industries
Environmental Industries
Healthcare and Pharmaceuticals
Healthcare and Pharmaceuticals
Healthcare and PharmaceuticalsHealthcare and Pharmaceuticals206,339 9.1 197,319 9.1 
High Tech IndustriesHigh Tech Industries348,892 15.4 346,180 16.0 
Hotel, Gaming and LeisureHotel, Gaming and Leisure20,528 0.9 20,211 0.9 
Investment Funds and VehiclesInvestment Funds and Vehicles27,762 1.2 32,253 1.5 
Media: Advertising, Printing and PublishingMedia: Advertising, Printing and Publishing34,975 1.5 35,399 1.6 
Media: Broadcasting and SubscriptionMedia: Broadcasting and Subscription9,366 0.4 9,372 0.5 
Media: Diversified and ProductionMedia: Diversified and Production35,011 1.5 29,337 1.4 
Metals and Mining7,449 0.3 7,442 0.3 
Services: Business
Services: Business
Services: BusinessServices: Business389,905 17.2 371,974 17.3 
Services: ConsumerServices: Consumer102,214 4.5 99,808 4.6 
Structured ProductsStructured Products46,038 2.0 46,943 2.2 
TelecommunicationsTelecommunications21,515 1.0 20,922 1.0 
Transportation: CargoTransportation: Cargo155,374 6.8 142,437 6.6 
Transportation: ConsumerTransportation: Consumer48,690 2.1 48,878 2.3 
Utilities: ElectricUtilities: Electric10,092 0.4 10,347 0.5 
TotalTotal$2,271,398 100.0 %$2,157,880 100.0 %
Total
Total$2,568,911 100.0 %156.7 %$2,458,929 100.0 %188.1 %
CPCF BPCC LLC
On June 8, 2023, the Company established a joint venture, CPCF BPCC LLC (“CPCF BPCC”), with Cresset Partners Private Credit Fund, LLC (“CPCF”) to invest in senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. During the three months ended March 31, 2024, the Company held a 9.1% partnership interest in CPCF BPCC. As of March 31, 2024, both the cost and fair value of the Company’s investment in CPCF BPCC were $9.3 million.

71


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
For the three months ended March 31, 2024, CPCF BPCC declared $3.4 million in dividends, of which $0.3 million was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
The total value of CPCF BPCC’s investment portfolio was $252.0 million as of March 31, 2024 as compared to $212.3 million as of December 31, 2023. As of March 31, 2024, CPCF BPCC’s investments had an aggregate cost of $250.6 million as compared to $211.1 million as of December 31, 2023. As of March 31, 2024 and December 31, 2023, the CPCF BPCC investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
March 31, 2024:
Senior debt and 1st lien notes
$250,644 100 %$252,002 100 %
$250,644 100 %$252,002 100 %
December 31, 2023:
Senior debt and 1st lien notes
$211,115 100 %$212,256 100 %
$211,115 100 %$212,256 100 %
As of March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of CPCF BPCC’s outstanding debt investments was approximately 11.0% and 11.1%, respectively.
The industry composition of CPCF BPCC’s investments at fair value at March 31, 2024 and December 31, 2023 was as follows:
($ in thousands)March 31, 2024December 31, 2023
Aerospace and Defense$23,719 9.4 %$15,754 7.4 %
Automotive6,927 2.7 6,908 3.3 
Banking, Finance, Insurance and Real Estate12,991 5.2 12,729 6.0 
Capital Equipment22,861 9.1 22,834 10.8 
Chemicals, Plastics, and Rubber2,978 1.2 2,961 1.4 
Consumer Goods: Durable2,915 1.2 2,962 1.4 
Consumer Goods: Non-durable4,900 1.9 — — 
Energy: Electricity4,826 1.9 4,962 2.3 
Healthcare and Pharmaceuticals27,747 11.0 24,572 11.6 
High Tech Industries53,424 21.2 40,316 19.0 
Media: Advertising, Printing and Publishing6,265 2.5 6,478 3.1 
Media: Diversified and Production5,881 2.3 5,806 2.7 
Services: Business54,822 21.8 44,317 20.8 
Services: Consumer9,893 3.9 9,892 4.7 
Transportation: Cargo2,995 1.2 2,911 1.4 
Transportation: Consumer4,938 2.0 4,951 2.3 
Utilities: Electric3,920 1.5 3,903 1.8 
Total$252,002 100.0 %$212,256 100.0 %

72


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The geographic composition of CPCF BPCC’s investments at fair value at March 31, 2024 and December 31, 2023 was as follows:
($ in thousands)March 31, 2024December 31, 2023
Canada$9,961 3.9 %$9,959 4.7 %
France20,585 8.2 21,122 10.0 
Germany9,835 3.9 9,945 4.7 
Netherlands2,982 1.2 3,043 1.4 
United Kingdom5,693 2.3 5,968 2.8 
USA202,946 80.5 162,219 76.4 
Total$252,002 100.0 %$212,256 100.0 %
CPCF BPCC LLC’s credit facility with Citibank, N.A., which is non-recourse to the Company, initially closed on June 16, 2023, and had approximately $159.6 million and $133.3 million outstanding as of March 31, 2024 and December 31, 2023, respectively.
The Company may sell portions of its investments via assignment to CPCF BPCC. Since inception, as of March 31, 2024 and December 31, 2023, the Company had sold $252.7 million and $212.5 million, respectively, of its investments to CPCF BPCC. For the three months ended March 31, 2024, the Company realized a loss on the sales of its investments to CPCF BPCC of $22.8 thousand. As of both March 31, 2024 and December 31, 2023, the Company did not have any unsettled receivables due from CPCF BPCC. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing, for treatment as a sale and satisfies the following conditions:
assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;
each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company; and
the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
The Company has determined that CPCF BPCC is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in CPCF BPCC as it is not a substantially wholly owned investment company subsidiary. In addition, CPCF BPCC is not an operating company and the Company does not control CPCF BPCC due to the allocation of voting rights among CPCF BPCC members.
Thompson Rivers LLC
On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Thompson Rivers. Under Thompson Rivers’ current operating agreement, as amended to date, the Company has a capital commitment of $30.0 million of equity capital to Thompson Rivers, all of which has been funded as of March 31, 2023.2024. As of March 31, 2023,2024, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.
For the three months ended March 31, 20232024 and 2022,2023, Thompson Rivers declared $57.0$15.0 million and $20.0$57.0 million in dividends, respectively, of which nil and $1.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three months ended March 31, 2024 and 2023, the Company recognized $1.0 million and $3.6 million of the dividends, respectively, as a return of capital.

73


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2023,2024, Thompson Rivers had $664.1$307.7 million in Ginnie Mae early buyout loans and $29.8$7.7 million in cash. As of December 31, 2022,2023, Thompson Rivers had $890.9$366.7 million in Ginnie Mae early buyout loans and $65.1$7.1 million in cash. As of March 31, 2023,2024, Thompson Rivers had 4,0281,974 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2022,2023, Thompson Rivers had 5,4142,305 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.
65

Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 20232024 and December 31, 2022,2023, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands)($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
March 31, 2023:
March 31, 2024:
Federal Housing Administration (“FHA”) loans
Federal Housing Administration (“FHA”) loans
Federal Housing Administration (“FHA”) loansFederal Housing Administration (“FHA”) loans$634,664 91 %$605,542 91 %$306,491 93 93 %$287,390 93 93 %
Veterans Affairs (“VA”) loansVeterans Affairs (“VA”) loans61,344 58,569 
$696,008 100 %$664,111 100 %
December 31, 2022:
$
$
$328,095 100 %$307,685 100 %
December 31, 2023:
Federal Housing Administration (“FHA”) loans
Federal Housing Administration (“FHA”) loans
Federal Housing Administration (“FHA”) loansFederal Housing Administration (“FHA”) loans$864,625 91 %$811,358 91 %$360,847 93 93 %$342,240 93 93 %
Veterans Affairs (“VA”) loansVeterans Affairs (“VA”) loans84,654 79,553 
$949,279 100 %$890,911 100 %
$$386,657 100 %$366,731 100 %
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $171.3$70.2 million and $224.2$83.5 million outstanding as of March 31, 20232024 and December 31, 2022,2023, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $311.6$144.1 million and $428.0$170.8 million outstanding as of March 31, 20232024 and December 31, 2022,2023, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $104.4$45.1 million and $184.2$50.0 million outstanding as of March 31, 20232024 and December 31, 2022,2023, respectively.
The Company has determined that Thompson Rivers is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
As of March 31, 20232024 and December 31, 2022,2023, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)($ in thousands)
As of
 March 31, 2023
As of
 December 31, 2022
Total contributed capital by Barings Private Credit Corporation (1)Total contributed capital by Barings Private Credit Corporation (1)$32,226 $32,226 
Total contributed capital by Barings Private Credit Corporation (1)
Total contributed capital by Barings Private Credit Corporation (1)
Total contributed capital by all members (2)
Total contributed capital by all members (2)
Total contributed capital by all members (2)Total contributed capital by all members (2)$482,083 $482,083 
Total unfunded commitments by Barings Private Credit CorporationTotal unfunded commitments by Barings Private Credit Corporation$— $— 
Total unfunded commitments by Barings Private Credit Corporation
Total unfunded commitments by Barings Private Credit Corporation
Total unfunded commitments by all membersTotal unfunded commitments by all members$— $— 
Total unfunded commitments by all members
Total unfunded commitments by all members
(1)Includes $2.2 million of dividend re-investments.
(2)Includes dividend re-investments of $32.1 million and $209.3 million of total contributed capital by related parties.
Waccamaw River LLC
On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Waccamaw River. Under Waccamaw River’s current operating agreement, as amended to date, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, all of which approximately $22.5 million has been funded as of March 31, 2023.2024. As of March 31, 2023,2024, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, all of which $112.6 millionhas been funded (including $14.0 million of recallable return of capital) has been funded.
For the three months ended March 31, 2023 and 2022, Waccamaw River declared $3.6 million and $1.5 million in dividends, respectively, of which $0.7 million and $0.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations..
66
74


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
For the three months ended March 31, 2024 and 2023, Waccamaw River declared nil and $3.6 million in dividends, respectively, of which nil and $0.7 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
As of March 31, 2023,2024, Waccamaw River had $220.2$154.9 million in unsecured consumer loans and $9.7$7.2 million in cash. As of December 31, 2022,2023, Waccamaw River had $200.5$182.3 million in unsecured consumer loans and $8.0$6.6 million in cash. As of March 31, 2023,2024, Waccamaw River had 20,75519,291 outstanding loans with an average loan size of $11,329,$9,764, remaining average life to maturity of 43.338.2 months and weighted average interest rate of 12.3%12.8%. As of December 31, 2022,2023, Waccamaw River had 18,33521,435 outstanding loans with an average loan size of $11,542,$10,338, remaining average life to maturity of 44.040.0 months and weighted average interest rate of 12.0%12.7%.
Waccamaw River’s secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $76.5$55.9 million and $72.3$71.0 million outstanding as of March 31, 20232024 and December 31, 2022,2023, respectively. Waccamaw River’s secured loan borrowing with Barclays Bank PLC, which is non-recourse to the Company, had approximately $71.3$38.0 million and $44.8$51.3 million outstanding as of March 31, 20232024 and December 31, 2022,2023, respectively.
The Company has determined that Waccamaw River is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
As of March 31, 20232024 and December 31, 2022,2023, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)($ in thousands)
As of
 March 31, 2023
As of
 December 31, 2022
Total contributed capital by Barings Private Credit CorporationTotal contributed capital by Barings Private Credit Corporation$22,520 $22,520 
Total contributed capital by Barings Private Credit Corporation
Total contributed capital by Barings Private Credit Corporation
Total contributed capital by all members (1)
Total contributed capital by all members (1)
Total contributed capital by all members (1)Total contributed capital by all members (1)$126,620 $126,620 
Total return of capital (recallable) by Barings Private Credit Corporation$— $— 
Total return of capital (recallable) by all members (2)$(14,020)$(14,020)
Total unfunded commitments by Barings Private Credit CorporationTotal unfunded commitments by Barings Private Credit Corporation$2,480 $2,480 
Total unfunded commitments by all members (3)$12,400 $12,400 
Total unfunded commitments by Barings Private Credit Corporation
Total unfunded commitments by Barings Private Credit Corporation
Total unfunded commitments by all members
Total unfunded commitments by all members
Total unfunded commitments by all members
(1)Includes $79.9$87.3 million of total contributed capital by related parties.
(2)Includes ($12.3) millionparties as of total return of capital (recallable) by related parties.
(3)Includes $7.4 million of unfunded commitments by related parties.both March 31, 2024 and December 31, 2023.
Eclipse Business Capital Holdings LLC
On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $63.4 million, a second lien senior secured loan of $3.2 million and unfunded revolver of $9.6 million, alongside other related party affiliates. On August 12, 2022, the Company increased the unfunded revolver to $16.0 million. As of March 31, 20232024 and December 31, 2022, $3.12023, $4.2 million and $3.7$3.9 million, respectively, of the revolver was funded. Eclipse conducts its business through Eclipse Business Capital LLC. Eclipse is one of the country’s leading independent asset-based lending (“ABL”) platforms that provides financing to middle-market borrowers in the U.S. and Canada. Eclipse provides revolving lines of credit and term loans ranging in size from $10 – $125 million that are secured by collateral such as accounts receivable, inventory, equipment, or real estate. Eclipse lends to both privately-owned and publicly-traded companies across a range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.
The Company has determined that Eclipse is not an investment company under ASC Topic 946, Financial Services Investment Companies.-Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Eclipse because it does not provide services to the Company. Instead the Company accounts for its equity investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.
67
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Rocade Holdings LLC
On February 1, 2023, the Company made an equity investment in Rocade Holdings LLC (“Rocade”) of $12.0 million, alongside other related party affiliates.affiliates and made additional investments thereafter during the fiscal year ended December 31, 2023 of $96.0 million. The total equity invested in Rocade as of March 31, 2024 was $108.0 million (excluding preferred dividends) and the Company had $2.0 million of unfunded preferred equity commitments. Rocade conducts its business through Rocade LLC and operates as Rocade Capital. Rocade is one of the country’s leading litigation finance platforms that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. Rocade typically provides loans to law firms that are secured by the borrowing firm’s interests in award settlements, including contingency fees expected to be earned from successful litigation. The loans generally bear floating rate PIK interest with an overall expected annualized return between 10% and 25% and collect debt service upon receipt of settlement awards and/or contingency fees. The addition of Rocade to the portfolio allows the Company to participate in an uncorrelated asset class that offer differentiated income returns as compared to directly originated loans. Rocade is led by a seasoned team of litigation finance experts.
The Company has determined that Rocade is not an investment company under ASC Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Rocade because it does not provide services to the Company. Instead the Company accounts for its equity investment in Rocade in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
The Adviser conducts the valuation of the Company’s investments, upon which the Company’s net asset valueNAV is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). The Company’s current valuation policy and processes were established by the Adviser and were approved by the Board.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.
There is no single standardapproach for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of the Company’s Level 3 investments may differ significantly from fair

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
values that would have been used had an active market for the securities existed. In addition, changes in the market
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser'sAdviser’s pricing committee.
At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. The Company’s middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from
69
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investment in CPCF BPCC, Thompson Rivers and Waccamaw River
As CPCF BPCC, Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using net asset valuethe NAV of each company and the Company’s ownership percentage as a practical expedient. The net asset valueNAV is determined in accordance with the specialized accounting guidance for investment companies.
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of March 31, 20232024 and December 31, 2022.2023. The weighted average range of unobservable inputs is based on fair value of investments.
March 31, 2023
($ in thousands)(3)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,660,200 Yield AnalysisMarket Yield7.4% – 28.8%11.3%Decrease
21,612 Discounted Cash Flow AnalysisDiscount Rate12.6%12.6%Decrease
6,350 Market ApproachAdjusted EBITDA Multiple7.3x7.3xIncrease
108,481 Recent TransactionTransaction Price95.0% – 100.0%96.9%Increase
Subordinated debt and 2nd lien notes(2)
128,252 Yield AnalysisMarket Yield9.0% – 16.9%12.9%Decrease
6,289 Market ApproachAdjusted EBITDA Multiple11.0x11.0xIncrease
643 Recent TransactionTransaction Price97.0%97.0%Increase
Equity shares7,197 Yield AnalysisMarket Yield15.4% – 16.7%16.1%Decrease
153,819 Market ApproachAdjusted EBITDA Multiple6.5x – 40.0x12.1xIncrease
1,487 Market ApproachRevenue Multiple6.3x – 9.5x6.6xIncrease
3,235 Net Asset ApproachLiabilities$(20,598.4)$(20,598.4)Decrease
13,261 Recent TransactionTransaction Price$0.01 – $1,408.64$942.50Increase
Equity warrants1,073 Market ApproachAdjusted EBITDA Multiple7.0x – 16.5x7.6xIncrease
March 31, 2024
($ in thousands)(2)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,657,375 Yield AnalysisMarket Yield6.1% – 27.0%11.0%Decrease
35,792 Market ApproachAdjusted EBITDA Multiple0.9x – 12.5x8.2xIncrease
279,000 Recent TransactionTransaction Price95.6% – 100.0%98.0%Increase
Subordinated debt and 2nd lien notes119,294 Yield AnalysisMarket Yield9.0% – 54.2%14.3%Decrease
17,380 Market ApproachAdjusted EBITDA Multiple6.0x – 11.0x8.1xIncrease
3,750 Recent TransactionTransaction Price100.0%100.0%Increase
Equity shares26,204 Yield AnalysisMarket Yield10.5% – 14.2%12.4%Decrease
260,673 Market ApproachAdjusted EBITDA Multiple5.5x – 27.5x10.9xIncrease
1,766 Market ApproachRevenue Multiple6.0x – 9.3x6.6xIncrease
8,027 Discounted Cash Flow AnalysisDiscount Rate14.5%14.5%Decrease
5,892 Net Asset ApproachLiabilities$(64,894.6)$(64,894.6)Decrease
1,928 Recent TransactionTransaction Price$0.00 – $1,037.50$419.92Increase
Equity warrants2,593 Market ApproachAdjusted EBITDA Multiple6.3x – 12.5x7.5xIncrease
(1) Excludes investments with an aggregate fair value amounting to $33,912,$26,840, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) For structured products, investments with an aggregate fair value amounting to $16,603, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

During the three months ended March 31, 2024, one equity position with a fair value of $17.2 million transitioned from a market approach to a yield analysis valuation model. In addition, one senior debt and first lien note position with a fair value of $25.1 million transitioned from a yield analysis to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.




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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2023
($ in thousands)(3)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,684,709 Yield AnalysisMarket Yield7.8% – 26.1%11.5%Decrease
17,693 Market ApproachAdjusted EBITDA Multiple1.1x – 12.5x6.5xIncrease
184,932 Recent TransactionTransaction Price95.0% – 100.0%97.7%Increase
Subordinated debt and 2nd lien notes(2)
121,811 Yield AnalysisMarket Yield8.5% – 21.0%13.8%Decrease
7,123 Market ApproachAdjusted EBITDA Multiple11.0x11.0xIncrease
Equity shares8,788 Yield AnalysisMarket Yield14.6%14.6%Decrease
274,281 Market ApproachAdjusted EBITDA Multiple4.8x – 30.0x11.0xIncrease
1,789 Market ApproachRevenue Multiple6.5x – 9.5x6.8xIncrease
6,080 Discounted Cash Flow AnalysisDiscount Rate14.2%14.2%Decrease
5,327 Net Asset ApproachLiabilities$(55,281.8)$(55,281.8)Decrease
873 Recent TransactionTransaction Price$1.00 – $10.00$4.07Increase
Equity warrants2,475 Market ApproachAdjusted EBITDA Multiple6.3x – 12.5x7.3xIncrease
(1) Excludes investments with an aggregate fair value amounting to $28,299, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) Excludes investments with an aggregate fair value amounting to $8,949,$1,339, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(3) For structured products, investments with an aggregate fair value amounting to $16,064,$15,705, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2022
($ in thousands)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,440,027 Yield AnalysisMarket Yield7.2% – 30.8%11.4%Decrease
21,921 Discounted Cash Flow AnalysisDiscount Rate13.0%13.0%Decrease
262,514 Recent TransactionTransaction Price96.7% – 100.0%97.5%Increase
Subordinated debt and 2nd lien notes(2)
125,363 Yield AnalysisMarket Yield9.3% – 16.6%13.0%Decrease
6,931 Market ApproachAdjusted EBITDA Multiple9.0x9.0xIncrease
513 Recent TransactionTransaction Price97.3%97.3%Increase
Structured products(3)
7,584 Discounted Cash Flow AnalysisDiscount Rate10.4%10.4%Decrease
Equity shares9,462 Yield AnalysisMarket Yield15.7% – 17.8%16.6%Decrease
137,680 Market ApproachAdjusted EBITDA Multiple6.5x – 43.0x10.7xIncrease
1,406 Market ApproachRevenue Multiple6.5x – 7.0x6.8xIncrease
220 Market ApproachAdjusted EBITDA/Revenue Multiple Blend5.8x5.8xIncrease
3,219 Net Asset ApproachLiabilities$(8,941.8)$(8,941.8)Decrease
5,326 Recent TransactionTransaction Price$0.00 – $4,673.00$516.37Increase
Equity warrants1,083 Market ApproachAdjusted EBITDA Multiple6.5x – 17.5x7.3xIncrease
(1) Excludes investmentsDuring the year ended December 31, 2023, one equity position with an aggregatea fair value amounting to $11,588, which the Adviser valued using unadjusted prices from independent pricing servicesof $2.6 million and independent indicative broker quotes where pricing inputs were not readily available.
(2) Excludes investmentssix senior debt and first lien note positions with an aggregatea fair value amountingof $16.4 million transitioned from a yield analysis to $10,487, which the Adviser valued using unadjusted prices from independent pricing servicesa market approach valuation model. In addition, one senior debt and independent indicative broker quotes where pricing inputs were not readily available.
(3) Excludes investmentsfirst lien note position with an aggregatea fair value amountingof $16.5 million and one structured product position with a fair value of $6.5 million transitioned from a discounted cash flow analysis to $8,796, whicha broker quote valuation model. The changes in approach were driven by considerations given to the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

financial performance of each portfolio company.


71
79


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of March 31, 20232024 and December 31, 2022,2023, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
Fair Value as of March 31, 2023 Fair Value as of March 31, 2024
($ in thousands)($ in thousands)Level 1Level 2Level 3Total($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$— $41,836 $1,830,555 $1,872,391 
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
— 20,990 144,133 165,123 
Structured productsStructured products— 8,362 16,064 24,426 
Equity sharesEquity shares52 1,572 178,999 180,623 
Equity warrantsEquity warrants— — 1,073 1,073 
Investments subject to levelingInvestments subject to leveling$52 $72,760 $2,170,824 $2,243,636 
Investment in joint ventures(1)$27,762 
Investments subject to leveling
Investments subject to leveling
Investment in joint ventures (1)
$
$2,271,398 
Fair Value as of December 31, 2022
Fair Value as of December 31, 2023
Fair Value as of December 31, 2023
Fair Value as of December 31, 2023
($ in thousands)($ in thousands)Level 1Level 2Level 3Total($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$— $41,442 $1,736,050 $1,777,492 
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
— 20,605 143,294 163,899 
Structured productsStructured products— 8,642 16,380 25,022 
Equity sharesEquity shares53 765 157,313 158,131 
Equity warrantsEquity warrants— — 1,083 1,083 
Investments subject to levelingInvestments subject to leveling$53 $71,454 $2,054,120 $2,125,627 
Investment in joint ventures(1)$32,253 
$2,157,880 
Investments subject to leveling
Investments subject to leveling
Investment in joint ventures (1)
$
(1)The Company’s investments in CPCF BPCC, Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 20232024 and 2022:2023:
Three Months Ended March 31, 2023
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Three Months Ended March 31, 2024
($ in thousands)
Three Months Ended March 31, 2024
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of periodFair value, beginning of period$1,736,050 $143,294 $16,380 $157,313 $1,083 $2,054,120 
New investmentsNew investments127,129 663 — 14,788 — 142,580 
Investment restructuring
Transfers into (out of) Level 3, net
Proceeds from sales of investmentsProceeds from sales of investments— — — — — — 
Loan origination fees receivedLoan origination fees received(3,560)(20)— — — (3,580)
Principal repayments receivedPrincipal repayments received(38,725)(685)(714)— — (40,124)
Payment in kind interest/dividends1,204 991 — — — 2,195 
Payment-in-kind interest/dividends
Accretion of loan premium/discount
Accretion of loan premium/discount
Accretion of loan premium/discountAccretion of loan premium/discount141 46 — — — 187 
Accretion of deferred loan origination revenueAccretion of deferred loan origination revenue2,482 85 — — — 2,567 
Realized gain (loss)Realized gain (loss)(1,173)(4)— — — (1,177)
Unrealized appreciation (depreciation)Unrealized appreciation (depreciation)7,007 (237)398 6,898 (10)14,056 
Fair value, end of periodFair value, end of period$1,830,555 $144,133 $16,064 $178,999 $1,073 $2,170,824 
Three Months Ended March 31, 2022
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesTotal
Fair value, beginning of period$1,138,818 $92,224 $— $75,005 $1,306,047 
New investments192,122 9,734 — 6,049 207,905 
Transfers into Level 3, net— — 9,811 — 9,811 
Proceeds from sales of investments(219)— — — (219)
Loan origination fees received(4,770)18 — — (4,752)
Principal repayments received(9,032)(361)— — (9,393)
Payment in kind interest/dividends599 212 — — 811 
Accretion of loan premium/discount— — 
Accretion of deferred loan origination revenue1,473 47 — — 1,520 
Realized gain (loss)(132)(11)— — (143)
Unrealized appreciation (depreciation)(3,931)(1,037)162 17,983 13,177 
Fair value, end of period$1,314,929 $100,829 $9,973 $99,037 $1,524,768 

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Three Months Ended March 31, 2023
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,736,050 $143,294 $16,380 $157,313 $1,083 $2,054,120 
New investments127,129 663 — 14,788 — 142,580 
Transfers into (out of) Level 3, net— — — — — — 
Proceeds from sales of investments— — — — — — 
Loan origination fees received(3,560)(20)— — — (3,580)
Principal repayments received(38,725)(685)(714)— — (40,124)
Payment-in-kind interest/dividends1,204 991 — — 2,195 
Accretion of loan premium/discount141 46 — — — 187 
Accretion of deferred loan origination revenue2,482 85 — — — 2,567 
Realized gain (loss)(1,173)(4)— — — (1,177)
Unrealized appreciation (depreciation)7,007 (237)398 6,898 (10)14,056 
Fair value, end of period$1,830,555 $144,133 $16,064 $178,999 $1,073 $2,170,824 
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized depreciation on Level 3 investments of $3.7 million during the three months ended March 31, 2024 was related to portfolio company investments that were still held by the Company as of March 31, 2024. Pre-tax net unrealized appreciation on Level 3 investments of $11.8 million during the three months ended March 31, 2023 was related to portfolio company investments that were still held by the Company as of March 31, 2023. Pre-tax net unrealized appreciation on Level 3 investments of $13.3 million during
During the three months ended March 31, 2022, was related to portfolio company investments that were still held by2024, the Company asmade investments of approximately $237.2 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2022.2024, the Company made investments of $40.2 million in portfolio companies to which it was previously committed to provide such financing.
During the three months ended March 31, 2023, the Company made investments of approximately $124.8 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2023, the Company made investments of $18.4 million in portfolio companies to which it was previously committed to provide such financing.
73

Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the three months ended March 31, 2022, the Company made investments of approximately $191.1 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2022, the Company made investments of $33.5 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans (if any) generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company generally is contractually owed and recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. As of March 31, 2023,2024, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.
Cash and Foreign Currencies
Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral for certain derivative instruments. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
Investment Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of both March 31, 20232024 and December 31, 2022,2023, the Company had onefive and two portfolio companycompanies, respectively, with an investmentinvestments that waswere on non-accrual.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
Payment-in-Kind Interest
The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain payment-in-kind (“PIK”)PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees, covenant waiver fees and loan amendment fees, and are recorded as investment income when earned.
Fee income for the three months ended March 31, 2024 and 2023 and 2022 waswere as follows:
Three Months EndedThree Months Ended
Three Months Ended
Three Months Ended
Three Months Ended
($ in thousands)
($ in thousands)
($ in thousands)($ in thousands)March 31, 2023March 31, 2022
Recurring Fee Income:Recurring Fee Income:
Recurring Fee Income:
Recurring Fee Income:
Amortization of loan origination fees
Amortization of loan origination fees
Amortization of loan origination feesAmortization of loan origination fees$2,194 $1,487 
Management, valuation and other feesManagement, valuation and other fees562 366 
Management, valuation and other fees
Management, valuation and other fees
Total Recurring Fee Income
Total Recurring Fee Income
Total Recurring Fee IncomeTotal Recurring Fee Income2,756 1,853 
Non-Recurring Fee Income:Non-Recurring Fee Income:
Non-Recurring Fee Income:
Non-Recurring Fee Income:
Prepayment fees
Prepayment fees
Prepayment fees
Acceleration of unamortized loan origination fees
Acceleration of unamortized loan origination fees
Acceleration of unamortized loan origination feesAcceleration of unamortized loan origination fees409 67 
Advisory, loan amendment and other feesAdvisory, loan amendment and other fees189 81 
Advisory, loan amendment and other fees
Advisory, loan amendment and other fees
Total Non-Recurring Fee Income
Total Non-Recurring Fee Income
Total Non-Recurring Fee IncomeTotal Non-Recurring Fee Income598 148 
Total Fee IncomeTotal Fee Income$3,354 $2,001 
Total Fee Income
Total Fee Income
General and Administrative Expenses
Other general and administrative expenses include Board fees, D&Odirectors’ and officers’ insurance costs, offering costs, legal and accounting expenses, expenses reimbursable to the Adviser under the terms of the Administration Agreement and other costs related to operating the Company.
Offering Expenses
Costs associated with the offering of common stock of the Company are capitalized as deferred offering expenses and included on the Consolidated Balance Sheet in “Prepaid expenses and other assets” and amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s private offering of common stock and the preparation of the Company’s registration statement on Form 10.stock.
Deferred Financing Fees
Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of March 31, 20232024 and December 31, 2022,2023, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of both March 31, 20232024 and December 31, 2022,2023, the Company’s largest single portfolio company investment represented approximately 4.6% and 4.7%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2023,2024, all of BPC Funding LLC’s (“BPC Funding”) assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the Revolving Credit Facility. As of March 31, 2024, all of Barings Private Credit Corporation CLO 2023-1 Ltd.’s assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the 2023 Debt Securitization. As of March 31, 2024, all assets (other than those that are owned by BPC Funding)Funding and Barings Private Credit Corporation CLO 2023-1 Ltd.) were pledged (or will be pledged when the related investment purchase settles) as collateral for the SMBC Credit Facility.
Financial and Derivative Instruments
Pursuant to ASC 815, Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Unaudited Consolidated Statements of Operations. The fair value of the Company’s interest rate swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currency
As of March 31, 20232024 the Company held 1817 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 6974 investments that were denominated in Euros, one investmenttwo investments that waswere denominated in Swiss francs, one investmenttwo investments that waswere denominated in Swedish krona,kronor, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kronekroner and 2926 investments that were denominated in British pounds sterling. As of December 31, 2022,2023, the Company held 1817 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 6572 investments that were denominated in Euros, one investmenttwo investments that waswere denominated in Swiss francs, one investmenttwo investments that waswere denominated in Swedish krona,kronor, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kronekroner and 2926 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rates fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statements of Operations.
In addition, during both the three months ended March 31, 20232024 and March 31, 2022,2023, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company'sCompany’s investments denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - foreign– forward currency transactions”contracts” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign– forward currency transactions”contracts” in the Company’s Unaudited Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively). The Company has historically met its minimum

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the three months ended March 31, 2024 and 2023, the Company recorded a net expenseexpenses of $0.3 million and $0.1 million, respectively, for U.S. federal excise tax.
Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal year 2021)years 2021-2022), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
For federal income tax purposes, the cost of investments owned as of March 31, 20232024 and December 31, 20222023 was approximately $2,260.4$2,554.7 million and $2,160.8$2,446.2 million, respectively. As of March 31, 2023,2024, net unrealized appreciation on the Company’s investments (tax basis) was approximately $12.0$23.7 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $88.8$105.3 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $76.8$81.6 million. As of December 31, 2022,2023, net unrealized depreciation on the Company’s investments (tax basis) was approximately $18.2$5.6 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $83.6$93.8 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $101.8$99.4 million.
In addition, the Company has a wholly-owned taxable subsidiary (the “Taxable Subsidiary”), which holds certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as LLCslimited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiary is not consolidated for income tax purposes and may generate income tax expense or benefit as a result of theirits ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company’s Unaudited Consolidated Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), if any, will be
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
is reflected net of applicable federal and state income taxes, if any, in the Company’s Unaudited Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Accounts payable and accrued liabilities” in the Company’s Unaudited and Audited Consolidated Balance Sheet.Sheets. As of both March 31, 20232024 and December 31, 2022,2023, the Company hadrecorded a net deferred tax liability of $0.4$0.7 million and $0.2 million, respectively, pertaining to operating losses and tax basis differences related to certain partnership interests.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 20232024 and December 31, 2022:2023: 
Issuance Date
($ in thousands)
Maturity DateInterest Rate as of March 31, 2023March 31, 2023December 31, 2022
Credit Facilities:
Revolving Credit Facility - May 11, 2021May 11, 20266.658%$797,858 $795,284 
SMBC Credit Facility - March 6, 2023March 6, 20287.401%64,000 — 
Total Credit Facilities$861,858 $795,284 
Notes:
July 29, 2021 - Series A NotesJuly 29, 20263.500%$75,000 $75,000 
September 15, 2021 - Series B NotesJuly 29, 20263.500%38,000 38,000 
October 28, 2021 - Series C NotesJuly 29, 20263.500%37,000 37,000 
May 10, 2022 - Series D Notes (1)May 10, 20276.000%98,447 95,466 
July 26, 2022 - Series E Notes (1)May 10, 20276.000%53,841 52,187 
(Less: Deferred financing fees)(576)(615)
Total Notes$301,712 $297,038 
Secured Borrowing:
Secured BorrowingMarch 14, 2023N/A$— $18,559 
Secured BorrowingApril 25, 20237.919%31,870 — 
Secured BorrowingMay 14, 20238.011%25,291 — 
Total Secured Borrowing$57,161 $18,559 
Issuance Date
($ in thousands)
Maturity DateInterest Rate as of March 31, 2024March 31, 2024December 31, 2023
Credit Facilities:
Revolving Credit Facility – May 11, 2021May 11, 20267.175%$355,024 $410,967 
SMBC Credit Facility – March 6, 2023March 6, 20287.430%51,875 124,500 
Total Credit Facilities$406,899 $535,467 
Debt Securitization:
August 23, 2023 – Class A-1 NotesJuly 15, 20317.714%$295,151 $300,000 
August 23, 2023 – Class A-2 NotesJuly 15, 20318.664%35,000 35,000 
August 23, 2023 – Class A-2 LoansJuly 15, 20318.664%20,000 20,000 
August 23, 2023 – Class B NotesJuly 15, 20319.464%25,000 25,000 
August 23, 2023 – Class C NotesJuly 15, 203111.664%22,500 22,500 
(Less: Deferred financing fees)(2,326)(2,406)
Total Debt Securitization$395,325 $400,094 
Notes:
July 29, 2021 – Series A NotesJuly 29, 20263.500%$75,000 $75,000 
September 15, 2021 – Series B NotesJuly 29, 20263.500%38,000 38,000 
October 28, 2021 – Series C NotesJuly 29, 20263.500%37,000 37,000 
May 10, 2022 – Series D Notes (1)May 10, 20276.000%97,098 96,729 
July 26, 2022 – Series E Notes (1)May 10, 20276.000%53,174 52,951 
(Less: Deferred financing fees)(412)(474)
Total Notes$299,860 $299,206 
(1)Inclusive of change in fair market value of effective hedge.
The Company is required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of the Company’s total assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities, of at least 150% after each issuance of senior securities. The Company’s asset coverage ratio was 191.8%247.1% as of March 31, 2023.2024.
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding, the Company’s wholly-owned subsidiary, entered into the Revolving Credit Facility with BNP Paribas (“BNPP”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and the Company serves as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month LIBOR,London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bear interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. BPC Funding currently pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding pays an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets are required to meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of March 31, 2023,2024, the Company was in compliance with all covenants of the Revolving Credit Facility.
As of March 31, 2023,2024, the Company had U.S. dollar borrowings of $653.4$218.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.019%7.613% (three month SOFR of 4.676%5.313%), borrowings denominated in British pounds sterling of £30.2£17.2 million ($37.321.7 million U.S. dollars) with a weighted average interest rate of 5.412%7.658% (weighted average three month adjusted cumulative compounded SONIA of 3.080%5.366%), borrowings denominated in Australian dollars of A$7.8 million ($5.25.1 million U.S. dollars) with an interest rate of 5.532%6.506% (three month BBSW of 3.382%4.356%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 7.173%7.553% (three month CDOR of 5.023%5.403%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.83.6 million U.S. dollars) with an interest rate of 7.255%8.055% (three month NZBB of 4.855%5.655%) and borrowings denominated in Euros of €86.6€94.6 million ($94.1102.2 million U.S. dollars) with ana weighted average interest rate of 4.659%6.125% (three month EURIBOR of 2.492%3.912%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “net“Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
As of December 31, 2022,2023, the Company had U.S. dollar borrowings of $653.4$304.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 6.465%7.704% (three month SOFR of 4.113%5.381%), borrowings denominated in British pounds sterling of £30.2£17.2 million ($36.321.9 million U.S. dollars) with a weighted average interest rate of 4.415%7.504% (weighted average three month adjusted cumulative compounded SONIA of 2.083%5.212%), borrowings denominated in Australian dollars of A$7.8 million ($5.3 million U.S dollars) with a weighted averagean interest rate of 5.210%6.465% (three month BBSW of 3.060%4.315%), borrowings denominated in Canadian dollars of C$5.4 million ($4.04.1 million U.S. dollars) with an interest rate of 6.708%7.212% (three month CDOR of 4.558%5.062%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.9 million U.S. dollars) with an interest rate of 6.490%8.042% (three month NZBB of 4.090%5.642%) and borrowings denominated in Euros of €86.6€64.6 million ($92.471.4 million U.S. dollars) with ana weighted average interest rate of 3.772%6.098% (three month EURIBOR of 1.605%3.948%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Consolidated Statements of Operations.
As of March 31, 20232024 and December 31, 2022,2023, the fair value of the borrowings outstanding under the Revolving Credit Facility was $797.9$355.0 million and $795.3$411.0 million, respectively. The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
SMBC Revolving Credit Facility
On March 6, 2023, the Company entered into a Senior Secured Revolving Credit Agreement (the(as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent, as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto, which governs the SMBC Credit Facility. The initial principal amount of the SMBC Credit Facility is $115was $115.0 million, subject to availability under the borrowing base,

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
which is based on the Company’s portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500$500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On February 8, 2024, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, the Company will paypays an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between the Company and the Administrative Agent.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to the Company varies depending upon the types of assets in the Company’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., a subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which the Company may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of the Company occurs. Upon the occurrence and during the continuation of certain event of defaults, the Administrative Agent may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of March 31, 2024, the Company was in compliance with all covenants of the SMBC Credit Facility.
As of March 31, 2023,2024, the Company had U.S. dollar borrowings of $64.0$51.9 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.401% (three7.430% (one month SOFR of 4.897%5.330%). As of December 31, 2023, the Company had U.S. dollar borrowings of $124.5 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.461% (one month SOFR of 5.361%).
As of March 31, 2024 and December 31, 2023, the fair value of the borrowings outstanding under the SMBC Credit Facility was $64.0 million.$51.9 million and $124.5 million, respectively. The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
2023 Debt Securitization
On August 23, 2023 (the “Closing Date”), the Company completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements.
On the Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of the Company, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant to an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company, as collateral trustee (the “CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consist of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 6.35% (the “Class C Notes”, and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and, together with the Secured Notes, the “Secured Debt”). Additionally, on the Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “Subordinated Notes”), which do not bear interest. The Secured Debt together with the Subordinated Notes are collectively referred to herein as the “Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street Bank and Trust Company, as loan agent and as collateral trustee. The 2023 Debt Securitization is backed by a diversified portfolio of middle-market commercial loans. The Debt is scheduled to mature on July 15, 2031; however the Debt may be redeemed by the Issuers, at the direction of the Company as holder of the Subordinated Notes, on any business day after July 15, 2024. The Company acts as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Subordinated Notes. The Company has retained all of the Subordinated Notes issued in the 2023 Debt Securitization.
The CLO Issuer intends to use the proceeds from the 2023 Debt Securitization to, among other things, purchase certain loans (“Collateral Obligations”) on the Closing Date (1) from the Company pursuant to a master loan sale agreement entered into on the Closing Date (the “Loan Sale Agreement”), and (2) from BPC Funding pursuant to the master participation and assignment agreement entered into on the Closing Date (the “Participation Agreement”), each as described below. Following the closing of the 2023 Debt Securitization, BPC Funding intends to use proceeds from the 2023 Debt Securitization to reduce certain outstanding indebtedness under the documents governing the Revolving Credit Facility.
Under the terms of the Loan Sale Agreement that provided for the sale of Collateral Obligations to the CLO Issuer, the Company transferred to the CLO Issuer a portion of its ownership interest in the Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the Loan Sale Agreement. Under the terms of the Participation Agreement, pending the settlement of the Collateral Obligations transferred to the CLO Issuer under the Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or the Company, holds all of the ownership interest in such loans and participations. The Company made customary representations, warranties and covenants in the Loan Sale Agreement.
The Secured Debt is the secured obligation of the Issuers, the Subordinated Notes are the unsecured obligations of the CLO Issuer, and the CLO Indenture and Class A-2 Credit Agreement governing the Debt include customary covenants and events of default. The Debt has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024 and December 31, 2023, the fair value of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes was $398.6 million and $402.5 million, respectively. The fair values of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
July 2026 Notes
On July 29, 2021, the Company entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021, and October 28, 2021, respectively.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Barings’ parent company, MassMutual, and/or its affiliates or subsidiaries hold approximately $46.0 million in aggregate principal amount of the July 2026 Notes.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the July 2021 NPA. Interest on the July 2026 Notes is due semiannually in January and July of each year, beginning in January 2022. In addition, the Company is obligated to offer to repay the July 2026 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the July 2021 NPA, the Company may redeem the July 2026 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before January 29, 2026, a make-whole premium.
The July 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the July 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The July 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the July 2026 Notes at the time outstanding may declare all July 2026 Notes then outstanding to be immediately due and payable, subject to certain additional conditions in the event that then-outstanding July 2026 Notes are held by persons affiliated with the Company and certain of its affiliates. As of March 31, 2024, the Company was in compliance with all covenants under the July 2021 NPA.
The Company’s obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 20232024 and December 31, 2022,2023, the fair valuevalues of the outstanding July 2026 Notes was $128.6were $136.8 million and $125.9$133.5 million, respectively. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
May 2027 Notes
On May 10, 2022, the Company entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The May 2027 Notes will mature on May 10, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the May 2022 NPA. Interest on the May 2027 Notes will be due semiannually in May and November of each year, beginning in November 2022. In addition, the Company is obligated to offer to repay the May 2027 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at
81

Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates. As of March 31, 2024, the Company was in compliance with all covenants under the May 2022 NPA.
The Company’s obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 20232024 and December 31, 2022,2023, the fair valuevalues of the outstanding May 2027 Notes was $141.7were $150.3 million and $147.7$149.7 million, respectively. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2023,2024, the interest rate swap had a fair value of $(1.6)$(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The

91


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, the Company entered into a $55.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2023,2024, the interest rate swap had a fair value of $(1.2)$(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 20232024 and December 31, 2022,2023, the Company had $57.2 million and $18.6 million, respectively, ofno secured borrowings (“Secured Borrowings”) outstanding, whichoutstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.
82
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
which is generally within 120 days of the trade date. The Company’s Secured Borrowings bore interest at a weighted average rate of 7.960% (three month SOFR of 4.897%) as of March 31, 2023, as compared to 7.843% (three month SOFR of 4.587%) for the year ended December 31, 2022. As of March 31, 2023 and December 31, 2022, the fair value of the Secured Borrowings was $57.2 million and $18.6 million, respectively. The fair value of the Secured Borrowings are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 20232024 and December 31, 2022:2023:
As of March 31, 2023
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
As of March 31, 2024
($ in thousands)
Description
As of March 31, 2024
($ in thousands)
Description
As of March 31, 2024
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)A$2,300$1,55704/11/23$(15)Derivative liabilitiesForeign currency forward contract (AUD)A$72,160$47,13304/08/24$(49)Derivative liabilitiesDerivative liabilities
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)$48,934A$72,16004/08/241,850 Derivative assets
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)$46,243A$68,72804/11/23163 Derivative assetsForeign currency forward contract (AUD)$47,900A$73,15107/08/2449 Derivative assetsDerivative assets
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)$5,383C$7,32604/11/23(33)Derivative liabilities
Foreign currency forward contract (CAD)
Foreign currency forward contract (CAD)C$7,443$5,48704/08/2413 Derivative assets
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)$5,595C$7,44304/08/2495 Derivative assets
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)$5,103C$6,92407/08/24(21)Derivative liabilities
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)200kr.$2904/11/23— Derivative assets
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)$1,0987,639kr.04/11/23(17)Derivative liabilities
Foreign currency forward contract (DKK)8,068kr.$1,17104/08/24(2)Derivative liabilities
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)$1,1918,068kr.04/08/2422 Derivative assets
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)$1,1838,119kr.07/08/24Derivative assets
Foreign currency forward contract (EUR)
Foreign currency forward contract (EUR)
Foreign currency forward contract (EUR)€219,164$237,15404/08/24(411)Derivative liabilities
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)$240,755€219,16404/08/244,011 Derivative assets
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)$204,852€191,71104/11/23(3,646)Derivative liabilitiesForeign currency forward contract (EUR)$244,045€224,69207/08/24416 Derivative assetsDerivative assets
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)£1,600$1,92904/11/2350 Derivative assets
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$66,247£54,75604/11/23(1,482)Derivative liabilities
Foreign currency forward contract (GBP)£60,373$76,22904/08/2439 Derivative assets
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$76,261£60,37304/08/24(7)Derivative liabilities
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$77,273£61,17107/08/24(41)Derivative liabilities
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)$5,234NZ$8,32304/11/2316 Derivative assets
Foreign currency forward contract (NZD)
Foreign currency forward contract (NZD)NZ$9,270$5,56504/08/24(20)Derivative liabilities
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)$5,806NZ$9,27004/08/24261 Derivative assets
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)$5,722NZ$9,53307/08/2420 Derivative assets
Foreign currency forward contract (NOK)
Foreign currency forward contract (NOK)
Foreign currency forward contract (NOK)43,870kr$4,07104/08/24(27)Derivative liabilities
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)1,514kr$14004/11/23Derivative assetsForeign currency forward contract (NOK)$4,25443,870kr04/08/24209 Derivative assetsDerivative assets
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)$4,17040,964kr04/11/23247 Derivative assetsForeign currency forward contract (NOK)$4,09544,031kr07/08/2427 Derivative assetsDerivative assets
Foreign currency forward contract (SEK)
Foreign currency forward contract (SEK)
Foreign currency forward contract (SEK)20,577kr$1,93904/08/24(14)Derivative liabilities
Foreign currency forward contract (SEK)Foreign currency forward contract (SEK)$2,02420,577kr04/08/2499 Derivative assets
Foreign currency forward contract (SEK)Foreign currency forward contract (SEK)$5555,751kr04/11/23(1)Derivative liabilitiesForeign currency forward contract (SEK)$1,95720,688kr07/08/2414 Derivative assetsDerivative assets
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)$5,3364,891Fr.04/11/23(25)Derivative liabilities
Foreign currency forward contract (CHF)
Foreign currency forward contract (CHF)6,218Fr.$6,86304/08/2445 Derivative assets
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)$7,4036,218Fr.04/08/24495 Derivative assets
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)$7,0236,300Fr.07/08/24(46)Derivative liabilities
TotalTotal$(4,738)
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2022
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$61,845$41,43401/09/23$660 Derivative assets
Foreign currency forward contract (AUD)A$2,300$1,55704/11/2314 Derivative assets
Foreign currency forward contract (AUD)$40,131A$61,84501/09/23(1,964)Derivative liabilities
As of December 31, 2023
($ in thousands)
Description
As of December 31, 2023
($ in thousands)
Description
As of December 31, 2023
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)$42,446A$63,12804/11/23(684)Derivative liabilitiesForeign currency forward contract (AUD)$45,208A$70,47301/10/24$(2,932)Derivative liabilitiesDerivative liabilities
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)C$7,479$5,49101/09/2335 Derivative assets
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)$5,473C$7,47901/09/23(53)Derivative liabilities
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)$5,383C$7,32604/11/23(35)Derivative liabilities$5,336C$7,28001/10/24(178)Derivative liabilitiesDerivative liabilities
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)7,401kr.$1,05601/09/23Derivative assets
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)$9827,401kr.01/09/23(83)Derivative liabilities
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)$1,0787,499kr.04/11/23(9)Derivative liabilities$1,1287,968kr.01/10/24(55)Derivative liabilitiesDerivative liabilities
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)€187,162$198,63201/09/231,693 Derivative assets
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)$185,138€187,16201/09/23(15,187)Derivative liabilities
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)$199,111€186,41104/11/23(1,665)Derivative liabilities$229,170€216,99601/10/24(10,903)Derivative liabilitiesDerivative liabilities
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)£56,336$68,03201/09/2313 Derivative assets
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)£1,600$1,92904/11/23Derivative assets
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$62,569£56,33601/09/23(5,477)Derivative liabilities£4,844$6,08601/10/2485 Derivative assetsDerivative assets
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$66,247£54,75604/11/23(38)Derivative liabilitiesForeign currency forward contract (GBP)$75,288£61,97301/10/24(3,669)Derivative liabilitiesDerivative liabilities
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)NZ$8,665$5,45101/09/2346 Derivative assets
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)$5,009NZ$8,66501/09/23(487)Derivative liabilities
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)$5,060NZ$8,04404/11/23(46)Derivative liabilities$5,519NZ$9,24801/10/24(342)Derivative liabilitiesDerivative liabilities
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)38,802kr$3,93901/09/23Derivative assets
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)$3,62638,802kr01/09/23(318)Derivative liabilities
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)$4,09740,202kr04/11/23(7)Derivative liabilities$3,997kr43,08101/10/24(258)Derivative liabilitiesDerivative liabilities
Foreign currency forward contract (SEK)Foreign currency forward contract (SEK)5,694kr$54701/09/23— Derivative assets
Foreign currency forward contract (SEK)Foreign currency forward contract (SEK)$5125,694kr01/09/23(35)Derivative liabilities
Foreign currency forward contract (SEK)Foreign currency forward contract (SEK)$5555,751kr04/11/23— Derivative liabilities$1,86819,907kr01/10/24(113)Derivative liabilitiesDerivative liabilities
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)18,873Fr.$19,74401/09/23689 Derivative assets
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)$19,49118,873Fr.01/09/23(942)Derivative liabilities
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)$5,3364,891Fr.04/11/23(12)Derivative liabilities$6,7596,137Fr.01/10/24(546)Derivative liabilitiesDerivative liabilities
TotalTotal$(23,870)
As of March 31, 20232024 and December 31, 2022,2023, the total fair valuevalues of the Company’s foreign currency forward contracts was $(4.7)were $7.0 million and $(23.9)$(18.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three months ended March 31, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2023March 31, 2022
Forward currency contracts$(21,395)$957 
84

Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three months ended March 31, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2023March 31, 2022
Forward currency contracts$19,132 $2,400 

7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2023 and December 31, 2022,2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 20232024 and December 31, 20222023 were as follows:
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2023December 31, 2022
Accurus Aerospace Corporation(1)(2)Revolver$553 $691 
AlliA Insurance Brokers NV(1)(2)(3)Delayed Draw Term Loan2,055 — 
Amtech LLC(1)Delayed Draw Term Loan1,818 1,818 
Amtech LLC(1)Revolver455 364 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver470 462 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility999 1,179 
Arc Education(1)(3)Delayed Draw Term Loan3,857 3,789 
Argus Bidco Limited(1)(2)(4)CAF Term Loan1,349 1,579 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan344 335 
ASC Communications, LLCRevolver647 647 
Astra Bidco Limited(1)(4)Delayed Draw Term Loan1,088 1,059 
ATL II MRO Holdings Inc.(1)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(5)Delayed Draw Term Loan1,494 1,512 
Azalea Buyer, Inc.(1)Delayed Draw Term Loan962 962 
Azalea Buyer, Inc.(1)Revolver481 481 
Bariacum S.A(1)(3)Acquisition Facility978 961 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan4,153 4,783 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,697 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan192 188 
BrightSign LLC(1)(2)Revolver— 1,109 
British Engineering Services Holdco Limited(1)(4)Acquisition/Capex Facility209 203 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 291 
Centralis Finco S.a.r.l.(1)(3)Incremental CAF Term Loan267 298 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan156 156 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan5,143 5,143 
Comply365, LLC(1)Revolver575 489 
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Accurus Aerospace Corporation(1)(2)Revolver$277 $380 
AD Bidco, Inc.(1)(2)Revolver1,863 — 
AD Bidco, Inc.(1)(2)Delayed Draw Term Loan5,035 — 
Adhefin International(1)(2)(3)Delayed Draw Term Loan410 419 
AirX Climate Solutions(1)Delayed Draw Term Loan5,010 5,010 
AirX Climate Solutions(1)Revolver1,695 2,050 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,598 1,634 
Americo Chemical Products, LLC(1)Revolver1,400 1,400 
Amtech LLC(1)(2)Revolver838 291 
Anju Software, Inc.(1)(2)Delayed Draw Term Loan36 36 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,021 1,030 
Arc Education(1)(3)Delayed Draw Term Loan2,518 2,576 
Argus Bidco Limited(1)(2)(4)CAF Term Loan721 1,083 
ASC Communications, LLC(1)Revolver647 647 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan623 729 
ATL II MRO Holdings Inc.(1)(2)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,455 1,522 
AWP Group Holdings, Inc.(1)Delayed Draw Term Loan237 237 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan644 644 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Beyond Risk Management, Inc.(1)Delayed Draw Term Loan2,007 2,007 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,475 1,508 
85
94


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2023December 31, 2022
Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan514 505 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
Direct Travel, Inc.(1)Delayed Draw Term Loan193 233 
DISA Holdings Corp.(1)Delayed Draw Term Loan1,368 1,368 
DISA Holdings Corp.(1)Revolver429 416 
DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility— 168 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,542 1,515 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan4,513 4,513 
Eclipse Business Capital, LLC(1)Revolver12,963 12,321 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan7,947 7,947 
EMI Porta Holdco LLC(1)(2)Revolver936 1,261 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan92 92 
eShipping, LLC(1)Delayed Draw Term Loan1,274 1,274 
eShipping, LLC(1)Revolver743 743 
Eurofins Digital Testing International LUX Holding SARL(1)(3)Delayed Draw Term Loan2,686 2,639 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan537 528 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver115 115 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan54 57 
Faraday(1)(2)(3)Delayed Draw Term Loan1,947 — 
FineLine Systems(1)(2)Delayed Draw Term Loan— 478 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan556 766 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan925 925 
FragilePak LLC(1)Delayed Draw Term Loan4,649 4,649 
GB Eagle Buyer, Inc.(1)(2)Revolver3,226 3,226 
Glacis Acquisition S.A.R.L.(1)(3)Delayed Draw Term Loan7,532 7,399 
Global Academic Group Limited(1)(7)Term Loan446 451 
GPZN II GmbH(1)(2)(3)CAF Term Loan— 560 
Graphpad Software, LLC(1)(2)Delayed Draw Term Loan2,602 2,602 
Greenhill II BV(1)(3)Capex Acquisition Facility259 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan1,122 1,102 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan220 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan309 313 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan148 148 
Heartland, LLC(1)Delayed Draw Term Loan336 710 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
HEKA Invest(1)(2)(3)Delayed Draw Term Loan1,131 1,111 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,691 1,691 
HTI Technology & Industries(1)(2)Revolver1,128 1,128 
HW Holdco, LLC (Hanley Wood LLC)(1)Delayed Draw Term Loan655 1,074 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan203 200 
INOS 19-090 GmbH(1)(3)Acquisition Facility221 217 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan2,668 2,621 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan113 111 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility3,761 3,695 
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Bounteous, Inc.(1)(2)Delayed Draw Term Loan— 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan191 195 
BrightSign LLC(1)(2)Revolver222 370 
British Engineering Services Holdco Limited(1)(2)(4)Acquisition/Capex Facility91 92 
CAi Software, LLC(1)(2)Revolver3,740 943 
Cascade Residential Services LLC(1)Delayed Draw Term Loan5,902 7,765 
Cascade Residential Services LLC(1)Revolver1,294 1,294 
CCFF Buyer, LLC(1)(2)Delayed Draw Term Loan3,346 — 
CCFF Buyer, LLC(1)(2)Revolver1,004 — 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan6,383 8,666 
Comply365, LLC(1)(2)Revolver575 575 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan511 523 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)(2)Revolver169 381 
Direct Travel, Inc.(1)Delayed Draw Term Loan— 87 
DISA Holdings Corp.(1)Delayed Draw Term Loan— 1,072 
DISA Holdings Corp.(1)Delayed Draw Term Loan2,559 — 
DISA Holdings Corp.(1)Revolver1,282 339 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,027 1,050 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan171 171 
Eclipse Business Capital, LLC(1)Revolver11,872 12,128 
EMI Porta Holdco LLC(1)(2)Revolver51 346 
eShipping, LLC(1)Revolver608 743 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,670 2,731 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan620 620 
Express Wash Acquisition Company, LLC(1)Revolver115 115 
Faraday(1)(3)Delayed Draw Term Loan1,935 1,980 
Finexvet(1)(3)Delayed Draw Term Loan— 1,943 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan519 524 
Forest Buyer, LLC(1)Delayed Draw Term Loan992 — 
Forest Buyer, LLC(1)Revolver595 — 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan2,538 — 
Fortis Payment Systems, LLC(1)(2)Revolver2,288 — 
GB Eagle Buyer, Inc.(1)Revolver3,226 3,226 
Glacis Acquisition S.A.R.L.(1)(2)(3)Delayed Draw Term Loan3,294 5,348 
Global Academic Group Limited(1)(2)(7)Term Loan391 414 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan86 — 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan17 53 
Greenhill II BV(1)(3)Capex Acquisition Facility118 120 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan160 167 
HeartHealth Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan239 253 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
HEKA Invest(1)(3)Delayed Draw Term Loan1,124 1,150 
HemaSource, Inc.(1)Revolver2,714 2,590 
HomeX Services Group LLC(1)Delayed Draw Term Loan8,446 8,446 
86
95


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2023December 31, 2022
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility617 606 
Isolstar Holding NV (IPCOM)(1)(2)(3)Delayed Draw Term Loan1,515 1,488 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan4,249 — 
ITI Intermodal, Inc.(1)(2)Revolver857 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility745 753 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan724 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan860 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan833 819 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan255 298 
LeadsOnline, LLC(1)Revolver1,952 1,952 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan244 244 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver29 216 
MC Group Ventures Corporation(1)Delayed Draw Term Loan467 467 
Mercell Holding AS(1)(8)Capex Acquisition Facility750 797 
Mertus 522. GmbH(1)(2)(3)Capex Acquisition Facility2,794 2,745 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan58 59 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan87 97 
Narda Acquisitionco., Inc.(1)(2)Revolver953 953 
NeoxCo(1)(2)(3)Delayed Draw Term Loan489 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility1,061 1,254 
NF Holdco, LLC(1)(2)Revolver1,479 — 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan942 925 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)Revolver254 607 
OG III B.V.(1)(3)Accordion Facility— 650 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 3,407 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan806 1,008 
Options Technology Ltd.(1)(2)Delayed Draw Term Loan1,406 1,406 
OSP Hamilton Purchaser, LLC(1)(2)Revolver885 187 
Pare SAS (SAS Maurice MARLE)(1)Delayed Draw Term Loan2,100 2,100 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,836 3,836 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Delayed Draw Term Loan6,084 5,977 
ProfitOptics, LLC(1)Revolver123 193 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan260 255 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan740 727 
QPE7 SPV1 BidCo Pty Ltd(1)(5)Accordion Facility— 2,585 
Qualified Industries, LLC(1)(2)Revolver364 — 
Questel Unite(1)(2)(3)Incremental Term Loan2,749 2,701 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,820 2,623 
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
HomeX Services Group LLC(1)Revolver3,378 3,378 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,691 1,691 
HTI Technology & Industries(1)(2)Revolver1,128 1,128 
Ice House America, L.L.C.(1)(2)Delayed Draw Term Loan247 — 
Ice House America, L.L.C.(1)(2)Revolver574 — 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan41 42 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility— 171 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,213 1,241 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan— 115 
InvoCare Limited (1)(2)(5)Delayed Draw Term Loan739 773 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan342 1,313 
ISTO Technologies II, LLC(1)Revolver1,114 1,114 
ITI Intermodal, Inc.(1)(2)Revolver1,157 1,157 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility555 588 
Jones Fish Hatcheries & Distributors LLC(1)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan2,784 — 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan718 734 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan237 255 
Lattice Group Holdings Bidco Limited(1)(2)Revolver18 18 
LeadsOnline, LLC(1)Revolver3,190 2,679 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 18 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver86 115 
MB Purchaser, LLC(1)(2)Delayed Draw Term Loan4,121 — 
MB Purchaser, LLC(1)(2)Revolver824 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan435 435 
Megawatt Acquisitionco, Inc.(1)Revolver1,995 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility724 773 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan57 59 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan496 518 
Moonlight Bidco Limited(1)(2)(4)Delayed Draw Term Loan556 562 
Narda Acquisitionco., Inc.(1)Revolver1,059 1,059 
NAW Buyer, LLC(1)(2)Delayed Draw Term Loan9,223 9,223 
NAW Buyer, LLC(1)(2)Revolver2,075 1,845 
NeoxCo(1)(3)Delayed Draw Term Loan486 497 
Next Holdco, LLC(1)Delayed Draw Term Loan5,984 5,984 
Next Holdco, LLC(1)Revolver2,321 2,321 
NF Holdco, LLC(1)Revolver1,183 887 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan936 958 
OA Buyer, Inc.(1)Revolver1,154 1,331 
OAC Holdings I Corp(1)(2)Revolver1,076 1,370 
Omni Intermediate Holdings, LLC(1)Delayed Draw Term Loan— 806 
OSP Hamilton Purchaser, LLC(1)(2)Revolver1,607 1,607 
OSP Hamilton Purchaser, LLC(1)(2)Delayed Draw Term Loan5,319 5,319 
87
96


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2023December 31, 2022
R1 Holdings, LLC(1)Revolver1,601 1,601 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan5,516 5,516 
Randys Holdings, Inc.(1)(2)Revolver1,891 1,964 
Rep Seko Merger Sub LLC(1)(2)Delayed Draw Term Loan415 520 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility787 765 
Rocade Holdings LLC(1)Preferred Equity98,000 — 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,776 2,945 
Royal Buyer, LLC(1)Revolver1,787 1,787 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,730 2,730 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility3,024 5,535 
Sanoptis S.A.R.L.(1)(2)(9)CAF Delayed Draw Term Loan1,199 — 
SBP Holdings LP(1)(2)Delayed Draw Term Loan1,469 — 
SBP Holdings LP(1)(2)Revolver887 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,155 1,135 
Scout Bidco B.V.(1)(3)Revolver524 515 
Sereni Capital NV(1)(2)(3)Delayed Draw Term Loan1,599 — 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
Simulation Software Investment Company Pty Ltd(1)Delayed Draw Term Loan408 408 
Smartling, Inc.(1)(2)Delayed Draw Term Loan2,076 2,076 
Smartling, Inc.(1)(2)Revolver1,038 1,038 
Soho Square III Debtco II SARL(1)(4)Delayed Draw Term Loan3,478 3,383 
Solo Buyer, L.P.(1)(2)Revolver1,995 1,995 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 665 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver141 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan7,500 7,500 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan463 451 
Superjet Buyer, LLC(1)Revolver1,825 1,825 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,770 1,770 
Syntax Systems Ltd(1)(2)Revolver309 309 
Tank Holding Corp(1)Revolver469 545 
Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,118 1,088 
Techone B.V.(1)(3)Revolver144 94 
Tencarva Machinery Company, LLC(1)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan4,195 4,195 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver1,233 1,233 
The Cleaver-Brooks Company, Inc.(1)Revolver2,768 2,422 
The Hilb Group, LLC(1)(2)Delayed Draw Term Loan1,843 2,537 
Trader Corporation(1)(6)Revolver345 345 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan1,509 1,509 
Union Bidco Limited(1)(2)(4)Acquisition Facility216 210 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility625 1,089 
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Pare SAS (SAS Maurice MARLE)(1)(2)Delayed Draw Term Loan2,100 2,100 
Parkview Dental Holdings, LLC(1)(2)Delayed Draw Term Loan328 328 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,939 3,939 
PDQ.Com Corporation(1)Delayed Draw Term Loan2,679 2,679 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Acquisition Facility1,255 1,284 
Process Insights Acquisition, Inc.(1)Delayed Draw Term Loan1,220 1,220 
Process Insights Acquisition, Inc.(1)Revolver1,125 — 
Process Insights Acquisition, Inc.(1)Revolver— 1,323 
ProfitOptics, LLC(1)(2)Revolver35 84 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan163 211 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan201 206 
Qualified Industries, LLC(1)Revolver364 364 
Questel Unite(1)(2)(3)Incremental Term Loan2,733 2,795 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,682 1,682 
R1 Holdings, LLC(1)Revolver1,947 1,947 
Randys Holdings, Inc.(1)Delayed Draw Term Loan4,854 5,516 
Randys Holdings, Inc.(1)Revolver1,716 1,658 
Rocade Holdings LLC(1)Preferred Equity2,000 2,000 
Rock Labor, LLC(1)(2)Revolver941 941 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,229 1,229 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,531 — 
Royal Buyer, LLC(1)Revolver2,330 1,787 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility— 42 
Sanoptis S.A.R.L.(1)(2)(3)CAF Term Loan691 2,186 
SBP Holdings LP(1)Delayed Draw Term Loan— 151 
SBP Holdings LP(1)Delayed Draw Term Loan10,774 15,062 
SBP Holdings LP(1)Revolver710 1,065 
Scaled Agile, Inc.(1)(2)Revolver280 280 
Scout Bidco B.V.(1)(2)(3)Revolver313 320 
Simulation Software Investment Company Pty Ltd(1)(2)Delayed Draw Term Loan408 408 
Sinari Invest(1)(2)(3)Delayed Draw Term Loan604 617 
SISU ACQUISITIONCO., INC(1)(2)Delayed Draw Term Loan80 160 
Smartling, Inc.(1)Revolver1,038 1,038 
SmartShift Group, Inc.(1)Delayed Draw Term Loan5,690 5,690 
SmartShift Group, Inc.(1)Revolver2,731 2,731 
Solo Buyer, L.P.(1)Revolver1,330 1,330 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Delayed Draw Term Loan399 399 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Revolver117 90 
Spatial Business Systems LLC(1)Delayed Draw Term Loan1,875 1,875 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan331 398 
Superjet Buyer, LLC(1)Revolver1,369 1,369 
SVI International LLC(1)Delayed Draw Term Loan74 — 
SVI International LLC(1)Revolver74 — 
Syntax Systems Ltd(1)Revolver259 358 
Tank Holding Corp(1)Delayed Draw Term Loan1,126 1,358 
88
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2023December 31, 2022Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Unither (Uniholding)(1)(2)(3)Delayed Draw Term Loan471 — 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)Delayed Draw Term Loan3,371 3,371 
Tank Holding Corp(1)
Tanqueray Bidco Limited(1)(4)
Techone B.V.(1)(2)(3)
Tencarva Machinery Company, LLC(1)(2)
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)
The Cleaver-Brooks Company, Inc.(1)
The Hilb Group, LLC(1)
Trader Corporation(1)(6)
Trintech, Inc.(1)
TSYL Corporate Buyer, Inc.(1)
TSYL Corporate Buyer, Inc.(1)
TSYL Corporate Buyer, Inc.(1)
Turbo Buyer, Inc.(1)(2)
UBC Ledgers Holding AB(1)(2)(9)
UBC Ledgers Holding AB(1)(2)(9)
Union Bidco Limited(1)(4)
United Therapy Holding III GmbH(1)(2)(3)
Unither (Uniholding)(1)(3)
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)
W2O Holdings, Inc.(1)(2)W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan108 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 487 
Waccamaw River LLC(2)Joint Venture2,480 2,480 
West-NR AcquisitionCo., LLC(1)
Whitcraft Holdings, Inc.(1)Whitcraft Holdings, Inc.(1)Revolver2,515 — 
White Bidco Limited(1)
Woodland Foods, LLC(1)(2)Woodland Foods, LLC(1)(2)Line of Credit330 330 
World 50, Inc.(1)(2)
WWEC Holdings III Corp(1)(2)WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan2,329 2,329 
WWEC Holdings III Corp(1)(2)WWEC Holdings III Corp(1)(2)Revolver1,025 1,025 
Xeinadin Bidco Limited(1)(4)CAF Term Loan4,876 4,743 
ZB Holdco LLC(1)Delayed Draw Term Loan— 1,352 
ZB Holdco LLC(1)Revolver845 845 
Xeinadin Bidco Limited(1)(2)(4)
ZB Holdco LLC(1)(2)
ZB Holdco LLC(1)(2)
ZB Holdco LLC(1)(2)
Zeppelin Bidco Limited(1)(2)(4)Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,293 1,258 
Total unused commitments to extend financingTotal unused commitments to extend financing$346,948 $247,730 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(8)Actual commitment amount is denominated in Norwegian Kroner.kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swiss francs.Swedish kronor. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
89

Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 20232024 and 2022:2023:
Three Months
Ended
Three Months
Ended
Three Months EndedThree Months Ended
($ in thousands, except share and per share amounts)($ in thousands, except share and per share amounts)March 31, 2023March 31, 2022($ in thousands, except share and per share amounts)March 31, 2024March 31, 2023
Per share data:Per share data:
Net asset value at beginning of periodNet asset value at beginning of period$20.55 $20.58 
Net asset value at beginning of period
Net asset value at beginning of period
Net investment income (1)Net investment income (1)0.61 0.51 
Net realized gain on investments / foreign currency transactions (1)(0.42)— 
Net unrealized appreciation (depreciation) on investments / foreign currency transactions (1)0.57 0.29 
Net realized gain (loss) on investments / foreign currency transactions / forward currency contracts (1)
Net unrealized appreciation (depreciation) on investments / foreign currency transactions / forward currency contracts (1)
Total increase from investment operations (1)Total increase from investment operations (1)0.76 0.80 
Dividends paid to stockholders from net investment incomeDividends paid to stockholders from net investment income(0.49)(0.34)
Dividends paid to stockholders from short-term realized gainsDividends paid to stockholders from short-term realized gains(0.02)(0.08)
Total dividends declaredTotal dividends declared(0.51)(0.42)
Net asset value at end of period
Net asset value at end of period
Net asset value at end of periodNet asset value at end of period$20.80 $20.96 
Shares outstanding at end of periodShares outstanding at end of period53,790,939 40,713,710 
Net assets at end of periodNet assets at end of period$1,118,966 $853,407 
Average net assetsAverage net assets$1,092,490 $839,879 
Ratio of total expenses to average net assets (annualized) (2)Ratio of total expenses to average net assets (annualized) (2)9.69 %4.03 %Ratio of total expenses to average net assets (annualized) (2)9.88 %9.69 %
Ratio of net investment income to average net assets (annualized) (2)Ratio of net investment income to average net assets (annualized) (2)11.96 %9.92 %
Ratio of net investment income to average net assets (annualized) (2)
Ratio of net investment income to average net assets (annualized) (2)11.88 %11.96 %
Portfolio turnover ratio (annualized)Portfolio turnover ratio (annualized)2.25 %0.89 %Portfolio turnover ratio (annualized)7.07 %2.25 %
Total return (3)Total return (3)3.74 %3.91 %Total return (3)3.49 %3.74 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies, including joint ventures.
(3)Total return is calculated as the change in net asset value (“NAV”)NAV per share during the period, divided by the beginning NAV per share and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period.
9. SUBSEQUENT EVENTS
As ofOn April 3, 2023,1, 2024, the Company sold 4,178,064.523,262,785.81 unregistered shares of its common stock (with the number of shares issued being determined on April 24, 2023)23, 2024), for an aggregate offering priceconsideration of approximately $86.9$68.4 million at a price per share of $20.80,$20.96, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by the Company and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder and/or Regulation S under the Securities Act.
On April 17, 2023, the Company amended the SMBC Credit Agreement (the “Amended SMBC Credit Facility”) to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115 million to $165 million, subject to the terms of the Amended SMBC Credit Facility. In connection with the facility increase contemplated by the Amended SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50,000,000.
On May 4, 2023,7, 2024, the Board declared regular monthly distributions for June 20232024 through August 2023.2024. The regular monthly cash distributions, each in the gross amount of $0.20 per share, are payable on June 27, 2024, July 29, 2023, July 28, 20232024 and August 30, 2023,28, 2024, to stockholders of record on June 27, 2023,25, 2024, July 25, 202326, 2024 and August 28, 2023,26, 2024, respectively.
90
99



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three months ended March 31, 2023,2024, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2022.2023. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend, “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A entitled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2022 and in Item 1A entitled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a BDC under the 1940 Act and are externally managed by Barings LLC, or Barings, an investment adviser that is registered with the SEC under the Advisers Act. In addition, we have elected for federal income tax purposes to be treated as a RIC under Subchapter M of the Code and expect to maintain our qualification as a RIC annually thereafter.
An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of the Advisory Agreement and the Administration Agreement.
We are a non-exchange traded, privately offered perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “privately offered perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the BDC on a continuous basis in private offerings at a price equal to the BDC’s net asset value per share.
91


Our primary investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. We focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities. Barings employs fundamental credit analysis, and targets investments in businesses with low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk relative to other businesses in this market segment. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and seeks to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated, would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
Formation Transactions/Initial Portfolio
On May 12, 2021, shortly prior to our election to be regulated as a BDC and conversion to a Maryland corporation, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, we acquired the Initial Portfolio from MassMutual and CM Life, which comprised a select portfolio of senior secured private debt investments in, and funding obligations to, well-established middle-market businesses that operate across a wide range of industries.Composition
The investmentsCompany predominately invests in the Initial Portfolio were selected based upon our defined investment objective, amount and type of unfunded obligations associated with each investment and the investment requirements set forth under the 1940 Act or otherwise imposed by applicable laws, rules or regulations, including in accordance with our election to be treated as a RIC for tax purposes.
The aggregate purchase price for the Initial Portfolio was $602.4 million, which is equal to the sum of the fair values of each investment in the Initial Portfolio at the time of purchase of the Initial Portfolio, net of accrued fees associated with certain unfunded obligations in the Initial Portfolio. The investments in the Initial Portfolio were valued as of March 31, 2021 by an independent third-party valuation firm, provided that any investments in the Initial Portfolio acquired by MassMutual or CM Life after March 31, 2021 were initially valued at cost. In connection with the acquisition of the Initial Portfolio, Barings conducted certain valuation procedures to confirm whether there had been any material changes to the fair value of the investments and obligations in the Initial Portfolio from the previously determined fair value thereof and concluded that no purchase price adjustments were necessary given the absence of any such material changes.
We continue to invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Senior securedThe Adviser’s existing SEC co-investment exemptive relief under the 1940 Act permits the Company and the Adviser’s affiliated private debt investments are negotiated directly withfunds and SEC regulated funds to co-invest in loans originated by the borrower, rather than marketed by a third party or bought and sold inAdviser, which allows the secondary market. We believeAdviser to efficiently implement its senior secured private debt investment strategy for the Company.
The cost basis of the Company’s debt investments may offer higher returnsincludes any unamortized purchased premium or discount, unamortized loan origination fees and payment-in-kind (“PIK”) interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, as of March 31, 2024 and December 31, 2023 are shown in the following table:
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
Percentage of
Total
Net Assets
March 31, 2024:
Senior debt and 1st lien notes
$2,062,235 80 %$2,038,809 80 %124 %
Subordinated debt and 2nd lien notes
170,318 158,606 10 
Structured products26,435 25,527 
Equity shares271,205 10 314,083 12 19 
Equity warrants34 — 2,637 — — 
Investment in joint ventures45,603 29,249 
$2,575,830 100 %$2,568,911 100 %157 %
($ in thousands)
CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
Percentage of
Total
Net Assets
December 31, 2023:
Senior debt and 1st lien notes
$1,981,715 80 %$1,958,306 80 %150 %
Subordinated debt and 2nd lien notes
158,720 148,450 11 
Structured products27,146 23,947 
Equity shares254,999 10 297,213 12 23 
Equity warrants— 2,475 — — 
Investment in joint ventures45,143 28,538 
$2,467,727 100 %2,458,929 100 %188 %
During the three months ended March 31, 2024, the Company made 10 new investments totaling $129.7 million, made additional investments in existing portfolio companies totaling $146.4 million and made additional investments in existing joint venture equity portfolio companies totaling $1.4 million.

70


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the three months ended March 31, 2023, the Company made nine new investments totaling $71.8 million, made additional investments in existing portfolio companies totaling $59.3 million and made a $12.0 million equity co-investment alongside certain more favorable protections thanaffiliates in an existing portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation.
Industry Composition
The industry composition of investments at fair value at March 31, 2024 and December 31, 2023 was as follows:
($ in thousands)March 31, 2024Percent of PortfolioPercent of Total Net AssetsDecember 31, 2023Percent of PortfolioPercent of Total Net Assets
Aerospace and Defense$139,991 5.5 %8.5 %$118,617 4.8 %9.1 %
Automotive28,706 1.1 1.8 47,469 1.9 3.6 
Banking, Finance, Insurance and Real Estate409,426 15.9 25.0 401,512 16.3 30.7 
Beverage, Food and Tobacco42,938 1.7 2.6 25,223 1.0 1.9 
Capital Equipment73,195 2.9 4.5 72,457 3.0 5.5 
Chemicals, Plastics, and Rubber31,714 1.2 1.9 27,798 1.1 2.1 
Construction and Building23,142 0.9 1.4 21,657 0.9 1.7 
Consumer Goods: Durable54,053 2.1 3.3 53,766 2.2 4.1 
Consumer Goods: Non-durable42,797 1.7 2.6 37,547 1.5 2.9 
Containers, Packaging and Glass49,024 1.9 3.0 49,219 2.0 3.8 
Energy: Electricity8,736 0.3 0.5 8,389 0.3 0.6 
Environmental Industries59,100 2.3 3.6 61,116 2.5 4.7 
Healthcare and Pharmaceuticals215,218 8.4 13.1 226,610 9.2 17.3 
High Tech Industries382,172 14.9 23.3 372,585 15.2 28.5 
Hotel, Gaming and Leisure23,686 0.9 1.4 21,742 0.9 1.7 
Investment Funds and Vehicles29,249 1.1 1.8 28,538 1.2 2.2 
Media: Advertising, Printing and Publishing27,677 1.1 1.7 27,801 1.1 2.1 
Media: Broadcasting and Subscription5,696 0.2 0.3 5,767 0.2 0.4 
Media: Diversified and Production58,495 2.3 3.6 58,154 2.4 4.5 
Services: Business477,297 18.6 29.1 390,046 15.9 29.8 
Services: Consumer130,554 5.1 8.0 127,976 5.2 9.8 
Structured Products40,333 1.6 2.5 40,421 1.6 3.1 
Telecommunications23,441 0.9 1.4 23,688 1.0 1.8 
Transportation: Cargo129,098 5.0 7.9 150,066 6.1 11.5 
Transportation: Consumer51,717 2.0 3.2 49,022 2.0 3.8 
Utilities: Electric11,456 0.4 0.7 11,743 0.5 0.9 
Total$2,568,911 100.0 %156.7 %$2,458,929 100.0 %188.1 %
CPCF BPCC LLC
On June 8, 2023, the Company established a joint venture, CPCF BPCC LLC (“CPCF BPCC”), with Cresset Partners Private Credit Fund, LLC (“CPCF”) to invest in senior secured, middle-market, private debt investments, syndicated senior secured loans. Fees generatedloans and structured product investments. During the three months ended March 31, 2024, the Company held a 9.1% partnership interest in connection with our debt investments are recognized overCPCF BPCC. As of March 31, 2024, both the lifecost and fair value of the loan usingCompany’s investment in CPCF BPCC were $9.3 million.

71


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
For the effective interest method or,three months ended March 31, 2024, CPCF BPCC declared $3.4 million in some cases,dividends, of which $0.3 million was recognized as earned. Termsdividend income in the Company’s Unaudited Consolidated Statements of our senior secured private debtOperations.
The total value of CPCF BPCC’s investment portfolio was $252.0 million as of March 31, 2024 as compared to $212.3 million as of December 31, 2023. As of March 31, 2024, CPCF BPCC’s investments are generally between fivehad an aggregate cost of $250.6 million as compared to $211.1 million as of December 31, 2023. As of March 31, 2024 and seven years and bear interest betweenDecember 31, 2023, the Secured Overnight Financing Rate (“SOFR”) (orCPCF BPCC investment portfolio consisted of the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities.following investments:
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
March 31, 2024:
Senior debt and 1st lien notes
$250,644 100 %$252,002 100 %
$250,644 100 %$252,002 100 %
December 31, 2023:
Senior debt and 1st lien notes
$211,115 100 %$212,256 100 %
$211,115 100 %$212,256 100 %
As of March 31, 20232024 and December 31, 2022,2023, the weighted average yield on the principal amount of ourCPCF BPCC’s outstanding debt investments other than non-accrual debt investments was approximately 10.3%11.0% and 9.9%11.1%, respectively.
The industry composition of CPCF BPCC’s investments at fair value at March 31, 2024 and December 31, 2023 was as follows:
($ in thousands)March 31, 2024December 31, 2023
Aerospace and Defense$23,719 9.4 %$15,754 7.4 %
Automotive6,927 2.7 6,908 3.3 
Banking, Finance, Insurance and Real Estate12,991 5.2 12,729 6.0 
Capital Equipment22,861 9.1 22,834 10.8 
Chemicals, Plastics, and Rubber2,978 1.2 2,961 1.4 
Consumer Goods: Durable2,915 1.2 2,962 1.4 
Consumer Goods: Non-durable4,900 1.9 — — 
Energy: Electricity4,826 1.9 4,962 2.3 
Healthcare and Pharmaceuticals27,747 11.0 24,572 11.6 
High Tech Industries53,424 21.2 40,316 19.0 
Media: Advertising, Printing and Publishing6,265 2.5 6,478 3.1 
Media: Diversified and Production5,881 2.3 5,806 2.7 
Services: Business54,822 21.8 44,317 20.8 
Services: Consumer9,893 3.9 9,892 4.7 
Transportation: Cargo2,995 1.2 2,911 1.4 
Transportation: Consumer4,938 2.0 4,951 2.3 
Utilities: Electric3,920 1.5 3,903 1.8 
Total$252,002 100.0 %$212,256 100.0 %

72


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The geographic composition of CPCF BPCC’s investments at fair value at March 31, 2024 and December 31, 2023 was as follows:
($ in thousands)March 31, 2024December 31, 2023
Canada$9,961 3.9 %$9,959 4.7 %
France20,585 8.2 21,122 10.0 
Germany9,835 3.9 9,945 4.7 
Netherlands2,982 1.2 3,043 1.4 
United Kingdom5,693 2.3 5,968 2.8 
USA202,946 80.5 162,219 76.4 
Total$252,002 100.0 %$212,256 100.0 %
CPCF BPCC LLC’s credit facility with Citibank, N.A., which is non-recourse to the Company, initially closed on June 16, 2023, and had approximately $159.6 million and $133.3 million outstanding as of March 31, 2024 and December 31, 2023, respectively.
The Company may sell portions of its investments via assignment to CPCF BPCC. Since inception, as of March 31, 2024 and December 31, 2023, the Company had sold $252.7 million and $212.5 million, respectively, of its investments to CPCF BPCC. For the three months ended March 31, 2024, the Company realized a loss on the sales of its investments to CPCF BPCC of $22.8 thousand. As of both March 31, 2024 and December 31, 2023, the Company did not have any unsettled receivables due from CPCF BPCC. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing, for treatment as a sale and satisfies the following conditions:
assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;
each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company; and
the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
The Company has determined that CPCF BPCC is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in CPCF BPCC as it is not a substantially wholly owned investment company subsidiary. In addition, CPCF BPCC is not an operating company and the Company does not control CPCF BPCC due to the allocation of voting rights among CPCF BPCC members.
Thompson Rivers LLC
On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Thompson Rivers. Under Thompson Rivers’ current operating agreement, as amended to date, the Company has a capital commitment of $30.0 million of equity capital to Thompson Rivers, all of which has been funded as of March 31, 2024. As of March 31, 2024, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.
For the three months ended March 31, 2024 and 2023, Thompson Rivers declared $15.0 million and $57.0 million in dividends, respectively, of which nil was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three months ended March 31, 2024 and 2023, the Company recognized $1.0 million and $3.6 million of the dividends, respectively, as a return of capital.

73


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024, Thompson Rivers had $307.7 million in Ginnie Mae early buyout loans and $7.7 million in cash. As of December 31, 2023, Thompson Rivers had $366.7 million in Ginnie Mae early buyout loans and $7.1 million in cash. As of March 31, 2024, Thompson Rivers had 1,974 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2023, Thompson Rivers had 2,305 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.
As of March 31, 2024 and December 31, 2023, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
March 31, 2024:
Federal Housing Administration (“FHA”) loans$306,491 93 %$287,390 93 %
Veterans Affairs (“VA”) loans21,604 20,295 
$328,095 100 %$307,685 100 %
December 31, 2023:
Federal Housing Administration (“FHA”) loans$360,847 93 %$342,240 93 %
Veterans Affairs (“VA”) loans25,810 24,491 
$386,657 100 %$366,731 100 %
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $70.2 million and $83.5 million outstanding as of March 31, 2024 and December 31, 2023, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $144.1 million and $170.8 million outstanding as of March 31, 2024 and December 31, 2023, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $45.1 million and $50.0 million outstanding as of March 31, 2024 and December 31, 2023, respectively.
The Company has determined that Thompson Rivers is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
As of March 31, 2024 and December 31, 2023, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 March 31, 2024
As of
 December 31, 2023
Total contributed capital by Barings Private Credit Corporation (1)$32,226 $32,226 
Total contributed capital by all members (2)$482,083 $482,083 
Total unfunded commitments by Barings Private Credit Corporation$— $— 
Total unfunded commitments by all members$— $— 
(1)Includes $2.2 million of dividend re-investments.
(2)Includes dividend re-investments of $32.1 million of total contributed capital by related parties.
Waccamaw River LLC
On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Waccamaw River. Under Waccamaw River’s current operating agreement, as amended to date, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, all of which has been funded as of March 31, 2024. As of March 31, 2024, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, all of which has been funded (including $14.0 million of recallable return of capital).

74


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
For the three months ended March 31, 2024 and 2023, Waccamaw River declared nil and $3.6 million in dividends, respectively, of which nil and $0.7 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
As of March 31, 2024, Waccamaw River had $154.9 million in unsecured consumer loans and $7.2 million in cash. As of December 31, 2023, Waccamaw River had $182.3 million in unsecured consumer loans and $6.6 million in cash. As of March 31, 2024, Waccamaw River had 19,291 outstanding loans with an average loan size of $9,764, remaining average life to maturity of 38.2 months and weighted average interest rate of 12.8%. As of December 31, 2023, Waccamaw River had 21,435 outstanding loans with an average loan size of $10,338, remaining average life to maturity of 40.0 months and weighted average interest rate of 12.7%.
Waccamaw River’s secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $55.9 million and $71.0 million outstanding as of March 31, 2024 and December 31, 2023, respectively. Waccamaw River’s secured loan borrowing with Barclays Bank PLC, which is non-recourse to the Company, had approximately $38.0 million and $51.3 million outstanding as of March 31, 2024 and December 31, 2023, respectively.
The Company has determined that Waccamaw River is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
As of March 31, 2024 and December 31, 2023, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 March 31, 2024
As of
 December 31, 2023
Total contributed capital by Barings Private Credit Corporation$25,000 $25,000 
Total contributed capital by all members (1)$139,020 $139,020 
Total unfunded commitments by Barings Private Credit Corporation$— $— 
Total unfunded commitments by all members$— $— 
(1)Includes $87.3 million of total contributed capital by related parties as of both March 31, 2024 and December 31, 2023.
Eclipse Business Capital Holdings LLC
On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $63.4 million, a second lien senior secured loan of $3.2 million and unfunded revolver of $9.6 million, alongside other related party affiliates. On August 12, 2022, the Company increased the unfunded revolver to $16.0 million. As of March 31, 2024 and December 31, 2023, $4.2 million and $3.9 million, respectively, of the revolver was funded. Eclipse conducts its business through Eclipse Business Capital LLC. Eclipse is one of the country’s leading independent asset-based lending (“ABL”) platforms that provides financing to middle-market borrowers in the U.S. and Canada. Eclipse provides revolving lines of credit and term loans ranging in size from $10 – $125 million that are secured by collateral such as accounts receivable, inventory, equipment, or real estate. Eclipse lends to both privately-owned and publicly-traded companies across a range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.
The Company has determined that Eclipse is not an investment company under ASC Topic 946, Financial Services -Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Eclipse because it does not provide services to the Company. Instead the Company accounts for its equity investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.

75


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Rocade Holdings LLC
On February 1, 2023, the Company made an equity investment in Rocade Holdings LLC (“Rocade”) of $12.0 million, alongside other related party affiliates and made additional investments thereafter during the fiscal year ended December 31, 2023 of $96.0 million. The total equity invested in Rocade as of March 31, 2024 was $108.0 million (excluding preferred dividends) and the Company had $2.0 million of unfunded preferred equity commitments. Rocade conducts its business through Rocade LLC and operates as Rocade Capital. Rocade is one of the country’s leading litigation finance platforms that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. Rocade typically provides loans to law firms that are secured by the borrowing firm’s interests in award settlements, including contingency fees expected to be earned from successful litigation. The loans generally bear floating rate PIK interest with an overall expected annualized return between 10% and 25% and collect debt service upon receipt of settlement awards and/or contingency fees. The addition of Rocade to the portfolio allows the Company to participate in an uncorrelated asset class that offer differentiated income returns as compared to directly originated loans. Rocade is led by a seasoned team of litigation finance experts.
The Company has determined that Rocade is not an investment company under ASC Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Rocade because it does not provide services to the Company. Instead the Company accounts for its equity investment in Rocade in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
The Adviser conducts the valuation of the Company’s investments, upon which the Company’s NAV is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). The Company’s current valuation policy and processes were established by the Adviser and were approved by the Board.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.
There is no single approach for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of the Company’s Level 3 investments may differ significantly from fair

76


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser’s pricing committee.
At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. The Company’s middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from

77


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investment in CPCF BPCC, Thompson Rivers and Waccamaw River
As CPCF BPCC, Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using the NAV of each company and the Company’s ownership percentage as a practical expedient. The NAV is determined in accordance with the specialized accounting guidance for investment companies.
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of March 31, 2024 and December 31, 2023. The weighted average range of unobservable inputs is based on fair value of investments.
March 31, 2024
($ in thousands)(2)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,657,375 Yield AnalysisMarket Yield6.1% – 27.0%11.0%Decrease
35,792 Market ApproachAdjusted EBITDA Multiple0.9x – 12.5x8.2xIncrease
279,000 Recent TransactionTransaction Price95.6% – 100.0%98.0%Increase
Subordinated debt and 2nd lien notes119,294 Yield AnalysisMarket Yield9.0% – 54.2%14.3%Decrease
17,380 Market ApproachAdjusted EBITDA Multiple6.0x – 11.0x8.1xIncrease
3,750 Recent TransactionTransaction Price100.0%100.0%Increase
Equity shares26,204 Yield AnalysisMarket Yield10.5% – 14.2%12.4%Decrease
260,673 Market ApproachAdjusted EBITDA Multiple5.5x – 27.5x10.9xIncrease
1,766 Market ApproachRevenue Multiple6.0x – 9.3x6.6xIncrease
8,027 Discounted Cash Flow AnalysisDiscount Rate14.5%14.5%Decrease
5,892 Net Asset ApproachLiabilities$(64,894.6)$(64,894.6)Decrease
1,928 Recent TransactionTransaction Price$0.00 – $1,037.50$419.92Increase
Equity warrants2,593 Market ApproachAdjusted EBITDA Multiple6.3x – 12.5x7.5xIncrease
(1) Excludes investments with an aggregate fair value amounting to $26,840, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) For structured products, investments with an aggregate fair value amounting to $16,603, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

During the three months ended March 31, 2024, one equity position with a fair value of $17.2 million transitioned from a market approach to a yield analysis valuation model. In addition, one senior debt and first lien note position with a fair value of $25.1 million transitioned from a yield analysis to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.




78


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2023
($ in thousands)(3)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,684,709 Yield AnalysisMarket Yield7.8% – 26.1%11.5%Decrease
17,693 Market ApproachAdjusted EBITDA Multiple1.1x – 12.5x6.5xIncrease
184,932 Recent TransactionTransaction Price95.0% – 100.0%97.7%Increase
Subordinated debt and 2nd lien notes(2)
121,811 Yield AnalysisMarket Yield8.5% – 21.0%13.8%Decrease
7,123 Market ApproachAdjusted EBITDA Multiple11.0x11.0xIncrease
Equity shares8,788 Yield AnalysisMarket Yield14.6%14.6%Decrease
274,281 Market ApproachAdjusted EBITDA Multiple4.8x – 30.0x11.0xIncrease
1,789 Market ApproachRevenue Multiple6.5x – 9.5x6.8xIncrease
6,080 Discounted Cash Flow AnalysisDiscount Rate14.2%14.2%Decrease
5,327 Net Asset ApproachLiabilities$(55,281.8)$(55,281.8)Decrease
873 Recent TransactionTransaction Price$1.00 – $10.00$4.07Increase
Equity warrants2,475 Market ApproachAdjusted EBITDA Multiple6.3x – 12.5x7.3xIncrease
(1) Excludes investments with an aggregate fair value amounting to $28,299, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) Excludes investments with an aggregate fair value amounting to $1,339, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(3) For structured products, investments with an aggregate fair value amounting to $15,705, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

During the year ended December 31, 2023, one equity position with a fair value of $2.6 million and six senior debt and first lien note positions with a fair value of $16.4 million transitioned from a yield analysis to a market approach valuation model. In addition, one senior debt and first lien note position with a fair value of $16.5 million and one structured product position with a fair value of $6.5 million transitioned from a discounted cash flow analysis to a broker quote valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.



79


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of March 31, 2024 and December 31, 2023, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of March 31, 2024
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $39,802 $1,999,007 $2,038,809 
Subordinated debt and 2nd lien notes
— 18,182 140,424 158,606 
Structured products— 8,924 16,603 25,527 
Equity shares9,593 — 304,490 314,083 
Equity warrants44 — 2,593 2,637 
Investments subject to leveling$9,637 $66,908 $2,463,117 $2,539,662 
Investment in joint ventures (1)$29,249 
$2,568,911 
Fair Value as of December 31, 2023
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $42,673 $1,915,633 $1,958,306 
Subordinated debt and 2nd lien notes
— 18,177 130,273 148,450 
Structured products— 8,242 15,705 23,947 
Equity shares75 — 297,138 297,213 
Equity warrants— — 2,475 2,475 
Investments subject to leveling$75 $69,092 $2,361,224 $2,430,391 
Investment in joint ventures (1)$28,538 
$2,458,929 
(1)The Company’s investments in CPCF BPCC, Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2024 and 2023:
Three Months Ended March 31, 2024
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,915,633 $130,273 $15,705 $297,138 $2,475 $2,361,224 
New investments250,445 21,836 — 3,779 — 276,060 
Investment restructuring(12,566)— — — — (12,566)
Transfers into (out of) Level 3, net— — — — — — 
Proceeds from sales of investments(40,481)— — — — (40,481)
Loan origination fees received(5,533)(563)— — — (6,096)
Principal repayments received(109,084)(10,676)(714)— — (120,474)
Payment-in-kind interest/dividends568 789 — 3,219 — 4,576 
Accretion of loan premium/discount186 — — — — 186 
Accretion of deferred loan origination revenue3,014 135 — — — 3,149 
Realized gain (loss)(3,897)— — — — (3,897)
Unrealized appreciation (depreciation)722 (1,370)1,612 354 118 1,436 
Fair value, end of period$1,999,007 $140,424 $16,603 $304,490 $2,593 $2,463,117 

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Three Months Ended March 31, 2023
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,736,050 $143,294 $16,380 $157,313 $1,083 $2,054,120 
New investments127,129 663 — 14,788 — 142,580 
Transfers into (out of) Level 3, net— — — — — — 
Proceeds from sales of investments— — — — — — 
Loan origination fees received(3,560)(20)— — — (3,580)
Principal repayments received(38,725)(685)(714)— — (40,124)
Payment-in-kind interest/dividends1,204 991 — — 2,195 
Accretion of loan premium/discount141 46 — — — 187 
Accretion of deferred loan origination revenue2,482 85 — — — 2,567 
Realized gain (loss)(1,173)(4)— — — (1,177)
Unrealized appreciation (depreciation)7,007 (237)398 6,898 (10)14,056 
Fair value, end of period$1,830,555 $144,133 $16,064 $178,999 $1,073 $2,170,824 
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized depreciation on Level 3 investments of $3.7 million during the three months ended March 31, 2024 was related to portfolio company investments that were still held by the Company as of March 31, 2024. Pre-tax net unrealized appreciation on Level 3 investments of $11.8 million during the three months ended March 31, 2023 was related to portfolio company investments that were still held by the Company as of March 31, 2023.
During the three months ended March 31, 2024, the Company made investments of approximately $237.2 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2024, the Company made investments of $40.2 million in portfolio companies to which it was previously committed to provide such financing.
During the three months ended March 31, 2023, the Company made investments of approximately $124.8 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2023, the Company made investments of $18.4 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company generally is contractually owed and recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor

81


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. As of March 31, 2024, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.
Cash and Foreign Currencies
Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral for certain derivative instruments. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
Investment Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of March 31, 2024 and December 31, 2023, the Company had five and two portfolio companies, respectively, with investments that were on non-accrual.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
Payment-in-Kind Interest
The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees, covenant waiver fees and loan amendment fees, and are recorded as investment income when earned.
Fee income for the three months ended March 31, 2024 and 2023 were as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2024March 31, 2023
Recurring Fee Income:
Amortization of loan origination fees$2,205 $2,194 
Management, valuation and other fees587 562 
Total Recurring Fee Income2,792 2,756 
Non-Recurring Fee Income:
Prepayment fees25 — 
Acceleration of unamortized loan origination fees986 409 
Advisory, loan amendment and other fees573 189 
Total Non-Recurring Fee Income1,584 598 
Total Fee Income$4,376 $3,354 
General and Administrative Expenses
Other general and administrative expenses include Board fees, directors’ and officers’ insurance costs, offering costs, legal and accounting expenses, expenses reimbursable to the Adviser under the terms of the Administration Agreement and other costs related to operating the Company.
Offering Expenses
Costs associated with the offering of common stock of the Company are capitalized as deferred offering expenses and included on the Consolidated Balance Sheet in “Prepaid expenses and other assets” and amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s private offering of common stock.
Deferred Financing Fees
Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of March 31, 2024 and December 31, 2023, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of March 31, 2024 and December 31, 2023, the Company’s largest single portfolio company investment represented approximately 4.6% and 4.7%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.

83


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024, all of BPC Funding LLC’s (“BPC Funding”) assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the Revolving Credit Facility. As of March 31, 2024, all of Barings Private Credit Corporation CLO 2023-1 Ltd.’s assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the 2023 Debt Securitization. As of March 31, 2024, all assets (other than those that are owned by BPC Funding and Barings Private Credit Corporation CLO 2023-1 Ltd.) were pledged (or will be pledged when the related investment purchase settles) as collateral for the SMBC Credit Facility.
Financial and Derivative Instruments
Pursuant to ASC 815, Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Unaudited Consolidated Statements of Operations. The fair value of the Company’s interest rate swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currency
As of March 31, 2024 the Company held 17 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 74 investments that were denominated in Euros, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner and 26 investments that were denominated in British pounds sterling. As of December 31, 2023, the Company held 17 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 72 investments that were denominated in Euros, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner and 26 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rates fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statements of Operations.
In addition, during both the three months ended March 31, 2024 and March 31, 2023, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company’s investments denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) – forward currency contracts” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) – forward currency contracts” in the Company’s Unaudited Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively). The Company has historically met its minimum

84


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the three months ended March 31, 2024 and 2023, the Company recorded net expenses of $0.3 million and $0.1 million, respectively, for U.S. federal excise tax.
Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal years 2021-2022), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
For federal income tax purposes, the cost of investments owned as of March 31, 2024 and December 31, 2023 was approximately $2,554.7 million and $2,446.2 million, respectively. As of March 31, 2024, net unrealized appreciation on the Company’s investments (tax basis) was approximately $23.7 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $105.3 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $81.6 million. As of December 31, 2023, net unrealized depreciation on the Company’s investments (tax basis) was approximately $5.6 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $93.8 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $99.4 million.
In addition, the Company has a wholly-owned taxable subsidiary (the “Taxable Subsidiary”), which holds certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiary is not consolidated for income tax purposes and may generate income tax expense or benefit as a result of its ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company’s Unaudited Consolidated Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), is reflected net of applicable federal and state income taxes, if any, in the Company’s Unaudited Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Accounts payable and accrued liabilities” in the Company’s Unaudited and Audited Consolidated Balance Sheets. As of both March 31, 2024 and December 31, 2023, the Company recorded a net deferred tax liability of $0.7 million pertaining to operating losses and tax basis differences related to certain partnership interests.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2024 and December 31, 2023:
Issuance Date
($ in thousands)
Maturity DateInterest Rate as of March 31, 2024March 31, 2024December 31, 2023
Credit Facilities:
Revolving Credit Facility – May 11, 2021May 11, 20267.175%$355,024 $410,967 
SMBC Credit Facility – March 6, 2023March 6, 20287.430%51,875 124,500 
Total Credit Facilities$406,899 $535,467 
Debt Securitization:
August 23, 2023 – Class A-1 NotesJuly 15, 20317.714%$295,151 $300,000 
August 23, 2023 – Class A-2 NotesJuly 15, 20318.664%35,000 35,000 
August 23, 2023 – Class A-2 LoansJuly 15, 20318.664%20,000 20,000 
August 23, 2023 – Class B NotesJuly 15, 20319.464%25,000 25,000 
August 23, 2023 – Class C NotesJuly 15, 203111.664%22,500 22,500 
(Less: Deferred financing fees)(2,326)(2,406)
Total Debt Securitization$395,325 $400,094 
Notes:
July 29, 2021 – Series A NotesJuly 29, 20263.500%$75,000 $75,000 
September 15, 2021 – Series B NotesJuly 29, 20263.500%38,000 38,000 
October 28, 2021 – Series C NotesJuly 29, 20263.500%37,000 37,000 
May 10, 2022 – Series D Notes (1)May 10, 20276.000%97,098 96,729 
July 26, 2022 – Series E Notes (1)May 10, 20276.000%53,174 52,951 
(Less: Deferred financing fees)(412)(474)
Total Notes$299,860 $299,206 
(1)Inclusive of change in fair market value of effective hedge.
The Company is required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of the Company’s total assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities, of at least 150% after each issuance of senior securities. The Company’s asset coverage ratio was 247.1% as of March 31, 2024.
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding, the Company’s wholly-owned subsidiary, entered into the Revolving Credit Facility with BNP Paribas (“BNPP”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and the Company serves as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the weighted average yieldterm SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bear interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the principalnature of the advances being requested under the Revolving Credit Agreement. BPC Funding currently pays an unused fee based on the average daily unused amount of allthe financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding pays an unused fee of our outstanding debt investments (including non-accrual debt investments) was approximately 10.2%1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and 9.8%greater than 25%, respectively.based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.
92
86



Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
RelationshipAdvances under the Revolving Credit Facility are subject to compliance with Our Adviser, Baringsborrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets are required to meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Our Adviser, Barings, a wholly-owned subsidiary of MassMutual,Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a leading global asset management firmlender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is registeredrequired to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the SEC asoccurrence and during the continuation of an investment adviserevent of default, BNPP may declare the outstanding advances and all other obligations under the Advisers Act. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity,Revolving Credit Facility immediately due and alternativepayable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $281.6 billion Global Fixed Income Platform (as of March 31, 2023) that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for the Company. BIIL is an investment adviser registered with the SEC in the U.S. and the Financial Conduct Authority in the United Kingdom with its principal office located in London. As of March 31, 2023, BIIL had approximately £15.9 billion2024, the Company was in assets under management.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timingcompliance with all covenants of the Revolving Credit Facility.
As of March 31, 2024, the Company had U.S. dollar borrowings of $218.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.613% (three month SOFR of 5.313%), borrowings denominated in British pounds sterling of £17.2 million ($21.7 million U.S. dollars) with a weighted average interest rate of 7.658% (weighted average three month adjusted cumulative compounded SONIA of 5.366%), borrowings denominated in Australian dollars of A$7.8 million ($5.1 million U.S. dollars) with an interest rate of 6.506% (three month BBSW of 4.356%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 7.553% (three month CDOR of 5.403%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.6 million U.S. dollars) with an interest rate of 8.055% (three month NZBB of 5.655%) and borrowings denominated in Euros of €94.6 million ($102.2 million U.S. dollars) with a weighted average interest rate of 6.125% (three month EURIBOR of 3.912%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes thereinin foreign exchange rates on the Revolving Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) – foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
As of December 31, 2023, the Company had U.S. dollar borrowings of $304.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.704% (three month SOFR of 5.381%), borrowings denominated in British pounds sterling of £17.2 million ($21.9 million U.S. dollars) with a weighted average interest rate of 7.504% (weighted average three month adjusted cumulative compounded SONIA of 5.212%), borrowings denominated in Australian dollars of A$7.8 million ($5.3 million U.S dollars) with an interest rate of 6.465% (three month BBSW of 4.315%), borrowings denominated in Canadian dollars of C$5.4 million ($4.1 million U.S. dollars) with an interest rate of 7.212% (three month CDOR of 5.062%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.9 million U.S. dollars) with an interest rate of 8.042% (three month NZBB of 5.642%) and borrowings denominated in Euros of €64.6 million ($71.4 million U.S. dollars) with a weighted average interest rate of 6.098% (three month EURIBOR of 3.948%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
As of March 31, 2024 and December 31, 2023, the fair value of the borrowings outstanding under the Revolving Credit Facility was $355.0 million and $411.0 million, respectively. The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
SMBC Revolving Credit Facility
On March 6, 2023, the Company entered into a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent, as lead arranger and as sole bookrunner, and the manner of implementing such changes; (ii) identifies, evaluateslenders and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may,issuing banks from time to time reasonably requireparty thereto, which governs the SMBC Credit Facility. The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base,

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
which is based on the Company’s portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On February 8, 2024, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, the Company pays an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between the Company and the Administrative Agent.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to the Company varies depending upon the types of assets in the Company’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., a subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which the Company may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of the Company occurs. Upon the occurrence and during the continuation of certain event of defaults, the Administrative Agent may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of March 31, 2024, the Company was in compliance with all covenants of the SMBC Credit Facility.
As of March 31, 2024, the Company had U.S. dollar borrowings of $51.9 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.430% (one month SOFR of 5.330%). As of December 31, 2023, the Company had U.S. dollar borrowings of $124.5 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.461% (one month SOFR of 5.361%).
As of March 31, 2024 and December 31, 2023, the fair value of the borrowings outstanding under the SMBC Credit Facility was $51.9 million and $124.5 million, respectively. The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

88


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
2023 Debt Securitization
On August 23, 2023 (the “Closing Date”), the Company completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements.
On the Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of the Company, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant to an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company, as collateral trustee (the “CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consist of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 6.35% (the “Class C Notes”, and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and, together with the Secured Notes, the “Secured Debt”). Additionally, on the Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “Subordinated Notes”), which do not bear interest. The Secured Debt together with the Subordinated Notes are collectively referred to herein as the “Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street Bank and Trust Company, as loan agent and as collateral trustee. The 2023 Debt Securitization is backed by a diversified portfolio of middle-market commercial loans. The Debt is scheduled to mature on July 15, 2031; however the Debt may be redeemed by the Issuers, at the direction of the Company as holder of the Subordinated Notes, on any business day after July 15, 2024. The Company acts as retention holder in connection with the 2023 Debt Securitization for the investmentpurposes of our funds.satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Subordinated Notes. The Company has retained all of the Subordinated Notes issued in the 2023 Debt Securitization.
The CLO Issuer intends to use the proceeds from the 2023 Debt Securitization to, among other things, purchase certain loans (“Collateral Obligations”) on the Closing Date (1) from the Company pursuant to a master loan sale agreement entered into on the Closing Date (the “Loan Sale Agreement”), and (2) from BPC Funding pursuant to the master participation and assignment agreement entered into on the Closing Date (the “Participation Agreement”), each as described below. Following the closing of the 2023 Debt Securitization, BPC Funding intends to use proceeds from the 2023 Debt Securitization to reduce certain outstanding indebtedness under the documents governing the Revolving Credit Facility.
Under the terms of the AdministrationLoan Sale Agreement Barings performs (or oversees, or arrangesthat provided for the performance of)sale of Collateral Obligations to the administrativeCLO Issuer, the Company transferred to the CLO Issuer a portion of its ownership interest in the Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the Loan Sale Agreement. Under the terms of the Participation Agreement, pending the settlement of the Collateral Obligations transferred to the CLO Issuer under the Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or the Company, holds all of the ownership interest in such loans and participations. The Company made customary representations, warranties and covenants in the Loan Sale Agreement.
The Secured Debt is the secured obligation of the Issuers, the Subordinated Notes are the unsecured obligations of the CLO Issuer, and the CLO Indenture and Class A-2 Credit Agreement governing the Debt include customary covenants and events of default. The Debt has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

89


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024 and December 31, 2023, the fair value of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes was $398.6 million and $402.5 million, respectively. The fair values of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes are based on unadjusted prices from independent pricing services necessaryand independent indicative broker quotes, which are Level 2 inputs.
July 2026 Notes
On July 29, 2021, the Company entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for our operation, including,on July 29, 2021, September 15, 2021, and October 28, 2021, respectively. Barings’ parent company, MassMutual, and/or its affiliates or subsidiaries hold approximately $46.0 million in aggregate principal amount of the July 2026 Notes.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the July 2021 NPA. Interest on the July 2026 Notes is due semiannually in January and July of each year, beginning in January 2022. In addition, the Company is obligated to offer to repay the July 2026 Notes at par (plus accrued and unpaid interest to, but not limitedincluding, the date of prepayment) if certain change in control events occur. Subject to office facilities, equipment, clerical, bookkeeping and record keeping servicesthe terms of the July 2021 NPA, the Company may redeem the July 2026 Notes in whole or in part at such office facilities and such other services as Barings, subject to review by the Board, willany time or from time to time determineat the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before January 29, 2026, a make-whole premium.
The July 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the July 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be necessaryless than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The July 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or usefulthat of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the July 2026 Notes at the time outstanding may declare all July 2026 Notes then outstanding to performbe immediately due and payable, subject to certain additional conditions in the event that then-outstanding July 2026 Notes are held by persons affiliated with the Company and certain of its affiliates. As of March 31, 2024, the Company was in compliance with all covenants under the July 2021 NPA.
The Company’s obligations under the Administration Agreement. BaringsJuly 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will also, on our behalfnot be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the Board’s oversight, arrange forregistration requirements of the services of, and oversee, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.Securities Act, as applicable.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 51 investment professionals (asAs of March 31, 2023) located2024 and December 31, 2023, the fair values of the outstanding July 2026 Notes were $136.8 million and $133.5 million, respectively. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

90


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
May 2027 Notes
On May 10, 2022, the Company entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in three officesaggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The May 2027 Notes will mature on May 10, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the May 2022 NPA. Interest on the May 2027 Notes will be due semiannually in May and November of each year, beginning in November 2022. In addition, the Company is obligated to offer to repay the May 2027 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the U.S. event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates. As of March 31, 2024, the Company was in compliance with all covenants under the May 2022 NPA.
The U.S. Investment Team providesCompany’s obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a full set of solutionstransaction not subject to, the North American middleregistration requirements of the Securities Act, as applicable.
As of March 31, 2024 and December 31, 2023, the fair values of the outstanding May 2027 Notes were $150.3 million and $149.7 million, respectively. The fair value determinations of the May 2027 Notes were based on a market including revolvers, firstyield approach and second lien seniorcurrent interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The

91


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, the Company entered into a $55.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 2024 and December 31, 2023, the Company had no secured loans, unitranche structures, mezzanine debtborrowings (“Secured Borrowings”) outstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and equity co-investments. simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.

92


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2024 and December 31, 2023:
As of March 31, 2024
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$72,160$47,13304/08/24$(49)Derivative liabilities
Foreign currency forward contract (AUD)$48,934A$72,16004/08/241,850 Derivative assets
Foreign currency forward contract (AUD)$47,900A$73,15107/08/2449 Derivative assets
Foreign currency forward contract (CAD)C$7,443$5,48704/08/2413 Derivative assets
Foreign currency forward contract (CAD)$5,595C$7,44304/08/2495 Derivative assets
Foreign currency forward contract (CAD)$5,103C$6,92407/08/24(21)Derivative liabilities
Foreign currency forward contract (DKK)8,068kr.$1,17104/08/24(2)Derivative liabilities
Foreign currency forward contract (DKK)$1,1918,068kr.04/08/2422 Derivative assets
Foreign currency forward contract (DKK)$1,1838,119kr.07/08/24Derivative assets
Foreign currency forward contract (EUR)€219,164$237,15404/08/24(411)Derivative liabilities
Foreign currency forward contract (EUR)$240,755€219,16404/08/244,011 Derivative assets
Foreign currency forward contract (EUR)$244,045€224,69207/08/24416 Derivative assets
Foreign currency forward contract (GBP)£60,373$76,22904/08/2439 Derivative assets
Foreign currency forward contract (GBP)$76,261£60,37304/08/24(7)Derivative liabilities
Foreign currency forward contract (GBP)$77,273£61,17107/08/24(41)Derivative liabilities
Foreign currency forward contract (NZD)NZ$9,270$5,56504/08/24(20)Derivative liabilities
Foreign currency forward contract (NZD)$5,806NZ$9,27004/08/24261 Derivative assets
Foreign currency forward contract (NZD)$5,722NZ$9,53307/08/2420 Derivative assets
Foreign currency forward contract (NOK)43,870kr$4,07104/08/24(27)Derivative liabilities
Foreign currency forward contract (NOK)$4,25443,870kr04/08/24209 Derivative assets
Foreign currency forward contract (NOK)$4,09544,031kr07/08/2427 Derivative assets
Foreign currency forward contract (SEK)20,577kr$1,93904/08/24(14)Derivative liabilities
Foreign currency forward contract (SEK)$2,02420,577kr04/08/2499 Derivative assets
Foreign currency forward contract (SEK)$1,95720,688kr07/08/2414 Derivative assets
Foreign currency forward contract (CHF)6,218Fr.$6,86304/08/2445 Derivative assets
Foreign currency forward contract (CHF)$7,4036,218Fr.04/08/24495 Derivative assets
Foreign currency forward contract (CHF)$7,0236,300Fr.07/08/24(46)Derivative liabilities
Total$7,029 

93


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2023
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)$45,208A$70,47301/10/24$(2,932)Derivative liabilities
Foreign currency forward contract (CAD)$5,336C$7,28001/10/24(178)Derivative liabilities
Foreign currency forward contract (DKK)$1,1287,968kr.01/10/24(55)Derivative liabilities
Foreign currency forward contract (EUR)$229,170€216,99601/10/24(10,903)Derivative liabilities
Foreign currency forward contract (GBP)£4,844$6,08601/10/2485 Derivative assets
Foreign currency forward contract (GBP)$75,288£61,97301/10/24(3,669)Derivative liabilities
Foreign currency forward contract (NZD)$5,519NZ$9,24801/10/24(342)Derivative liabilities
Foreign currency forward contract (NOK)$3,997kr43,08101/10/24(258)Derivative liabilities
Foreign currency forward contract (SEK)$1,86819,907kr01/10/24(113)Derivative liabilities
Foreign currency forward contract (CHF)$6,7596,137Fr.01/10/24(546)Derivative liabilities
Total$(18,911)
As of March 31, 2024 and December 31, 2023, the total fair values of the Company’s foreign currency forward contracts were $7.0 million and $(18.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2024 and December 31, 2023 were as follows:
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Accurus Aerospace Corporation(1)(2)Revolver$277 $380 
AD Bidco, Inc.(1)(2)Revolver1,863 — 
AD Bidco, Inc.(1)(2)Delayed Draw Term Loan5,035 — 
Adhefin International(1)(2)(3)Delayed Draw Term Loan410 419 
AirX Climate Solutions(1)Delayed Draw Term Loan5,010 5,010 
AirX Climate Solutions(1)Revolver1,695 2,050 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,598 1,634 
Americo Chemical Products, LLC(1)Revolver1,400 1,400 
Amtech LLC(1)(2)Revolver838 291 
Anju Software, Inc.(1)(2)Delayed Draw Term Loan36 36 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,021 1,030 
Arc Education(1)(3)Delayed Draw Term Loan2,518 2,576 
Argus Bidco Limited(1)(2)(4)CAF Term Loan721 1,083 
ASC Communications, LLC(1)Revolver647 647 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan623 729 
ATL II MRO Holdings Inc.(1)(2)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,455 1,522 
AWP Group Holdings, Inc.(1)Delayed Draw Term Loan237 237 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan644 644 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Beyond Risk Management, Inc.(1)Delayed Draw Term Loan2,007 2,007 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,475 1,508 

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Bounteous, Inc.(1)(2)Delayed Draw Term Loan— 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan191 195 
BrightSign LLC(1)(2)Revolver222 370 
British Engineering Services Holdco Limited(1)(2)(4)Acquisition/Capex Facility91 92 
CAi Software, LLC(1)(2)Revolver3,740 943 
Cascade Residential Services LLC(1)Delayed Draw Term Loan5,902 7,765 
Cascade Residential Services LLC(1)Revolver1,294 1,294 
CCFF Buyer, LLC(1)(2)Delayed Draw Term Loan3,346 — 
CCFF Buyer, LLC(1)(2)Revolver1,004 — 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan6,383 8,666 
Comply365, LLC(1)(2)Revolver575 575 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan511 523 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)(2)Revolver169 381 
Direct Travel, Inc.(1)Delayed Draw Term Loan— 87 
DISA Holdings Corp.(1)Delayed Draw Term Loan— 1,072 
DISA Holdings Corp.(1)Delayed Draw Term Loan2,559 — 
DISA Holdings Corp.(1)Revolver1,282 339 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,027 1,050 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan171 171 
Eclipse Business Capital, LLC(1)Revolver11,872 12,128 
EMI Porta Holdco LLC(1)(2)Revolver51 346 
eShipping, LLC(1)Revolver608 743 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,670 2,731 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan620 620 
Express Wash Acquisition Company, LLC(1)Revolver115 115 
Faraday(1)(3)Delayed Draw Term Loan1,935 1,980 
Finexvet(1)(3)Delayed Draw Term Loan— 1,943 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan519 524 
Forest Buyer, LLC(1)Delayed Draw Term Loan992 — 
Forest Buyer, LLC(1)Revolver595 — 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan2,538 — 
Fortis Payment Systems, LLC(1)(2)Revolver2,288 — 
GB Eagle Buyer, Inc.(1)Revolver3,226 3,226 
Glacis Acquisition S.A.R.L.(1)(2)(3)Delayed Draw Term Loan3,294 5,348 
Global Academic Group Limited(1)(2)(7)Term Loan391 414 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan86 — 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan17 53 
Greenhill II BV(1)(3)Capex Acquisition Facility118 120 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan160 167 
HeartHealth Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan239 253 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
HEKA Invest(1)(3)Delayed Draw Term Loan1,124 1,150 
HemaSource, Inc.(1)Revolver2,714 2,590 
HomeX Services Group LLC(1)Delayed Draw Term Loan8,446 8,446 

95


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
HomeX Services Group LLC(1)Revolver3,378 3,378 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,691 1,691 
HTI Technology & Industries(1)(2)Revolver1,128 1,128 
Ice House America, L.L.C.(1)(2)Delayed Draw Term Loan247 — 
Ice House America, L.L.C.(1)(2)Revolver574 — 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan41 42 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility— 171 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,213 1,241 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan— 115 
InvoCare Limited (1)(2)(5)Delayed Draw Term Loan739 773 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan342 1,313 
ISTO Technologies II, LLC(1)Revolver1,114 1,114 
ITI Intermodal, Inc.(1)(2)Revolver1,157 1,157 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility555 588 
Jones Fish Hatcheries & Distributors LLC(1)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan2,784 — 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan718 734 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan237 255 
Lattice Group Holdings Bidco Limited(1)(2)Revolver18 18 
LeadsOnline, LLC(1)Revolver3,190 2,679 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 18 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver86 115 
MB Purchaser, LLC(1)(2)Delayed Draw Term Loan4,121 — 
MB Purchaser, LLC(1)(2)Revolver824 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan435 435 
Megawatt Acquisitionco, Inc.(1)Revolver1,995 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility724 773 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan57 59 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan496 518 
Moonlight Bidco Limited(1)(2)(4)Delayed Draw Term Loan556 562 
Narda Acquisitionco., Inc.(1)Revolver1,059 1,059 
NAW Buyer, LLC(1)(2)Delayed Draw Term Loan9,223 9,223 
NAW Buyer, LLC(1)(2)Revolver2,075 1,845 
NeoxCo(1)(3)Delayed Draw Term Loan486 497 
Next Holdco, LLC(1)Delayed Draw Term Loan5,984 5,984 
Next Holdco, LLC(1)Revolver2,321 2,321 
NF Holdco, LLC(1)Revolver1,183 887 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan936 958 
OA Buyer, Inc.(1)Revolver1,154 1,331 
OAC Holdings I Corp(1)(2)Revolver1,076 1,370 
Omni Intermediate Holdings, LLC(1)Delayed Draw Term Loan— 806 
OSP Hamilton Purchaser, LLC(1)(2)Revolver1,607 1,607 
OSP Hamilton Purchaser, LLC(1)(2)Delayed Draw Term Loan5,319 5,319 

96


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Pare SAS (SAS Maurice MARLE)(1)(2)Delayed Draw Term Loan2,100 2,100 
Parkview Dental Holdings, LLC(1)(2)Delayed Draw Term Loan328 328 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,939 3,939 
PDQ.Com Corporation(1)Delayed Draw Term Loan2,679 2,679 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Acquisition Facility1,255 1,284 
Process Insights Acquisition, Inc.(1)Delayed Draw Term Loan1,220 1,220 
Process Insights Acquisition, Inc.(1)Revolver1,125 — 
Process Insights Acquisition, Inc.(1)Revolver— 1,323 
ProfitOptics, LLC(1)(2)Revolver35 84 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan163 211 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan201 206 
Qualified Industries, LLC(1)Revolver364 364 
Questel Unite(1)(2)(3)Incremental Term Loan2,733 2,795 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,682 1,682 
R1 Holdings, LLC(1)Revolver1,947 1,947 
Randys Holdings, Inc.(1)Delayed Draw Term Loan4,854 5,516 
Randys Holdings, Inc.(1)Revolver1,716 1,658 
Rocade Holdings LLC(1)Preferred Equity2,000 2,000 
Rock Labor, LLC(1)(2)Revolver941 941 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,229 1,229 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,531 — 
Royal Buyer, LLC(1)Revolver2,330 1,787 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility— 42 
Sanoptis S.A.R.L.(1)(2)(3)CAF Term Loan691 2,186 
SBP Holdings LP(1)Delayed Draw Term Loan— 151 
SBP Holdings LP(1)Delayed Draw Term Loan10,774 15,062 
SBP Holdings LP(1)Revolver710 1,065 
Scaled Agile, Inc.(1)(2)Revolver280 280 
Scout Bidco B.V.(1)(2)(3)Revolver313 320 
Simulation Software Investment Company Pty Ltd(1)(2)Delayed Draw Term Loan408 408 
Sinari Invest(1)(2)(3)Delayed Draw Term Loan604 617 
SISU ACQUISITIONCO., INC(1)(2)Delayed Draw Term Loan80 160 
Smartling, Inc.(1)Revolver1,038 1,038 
SmartShift Group, Inc.(1)Delayed Draw Term Loan5,690 5,690 
SmartShift Group, Inc.(1)Revolver2,731 2,731 
Solo Buyer, L.P.(1)Revolver1,330 1,330 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Delayed Draw Term Loan399 399 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Revolver117 90 
Spatial Business Systems LLC(1)Delayed Draw Term Loan1,875 1,875 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan331 398 
Superjet Buyer, LLC(1)Revolver1,369 1,369 
SVI International LLC(1)Delayed Draw Term Loan74 — 
SVI International LLC(1)Revolver74 — 
Syntax Systems Ltd(1)Revolver259 358 
Tank Holding Corp(1)Delayed Draw Term Loan1,126 1,358 

97


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Tank Holding Corp(1)Revolver491 480 
Tanqueray Bidco Limited(1)(4)Capex Facility1,143 1,153 
Techone B.V.(1)(2)(3)Revolver238 146 
Tencarva Machinery Company, LLC(1)(2)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan— 2,724 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver1,233 1,233 
The Cleaver-Brooks Company, Inc.(1)Revolver2,768 2,768 
The Hilb Group, LLC(1)Delayed Draw Term Loan— 672 
Trader Corporation(1)(6)Revolver345 354 
Trintech, Inc.(1)Revolver1,020 1,020 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan2,244 2,244 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan911 1,469 
TSYL Corporate Buyer, Inc.(1)Revolver642 642 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan— 1,509 
UBC Ledgers Holding AB(1)(2)(9)Delayed Draw Term Loan791 840 
UBC Ledgers Holding AB(1)(2)(9)Revolver262 278 
Union Bidco Limited(1)(4)Acquisition Facility220 222 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility621 636 
Unither (Uniholding)(1)(3)Delayed Draw Term Loan468 479 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan2,333 2,360 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 107 
West-NR AcquisitionCo., LLC(1)Delayed Draw Term Loan3,750 3,750 
Whitcraft Holdings, Inc.(1)Revolver1,308 2,347 
White Bidco Limited(1)Delayed Draw Term Loan514 514 
Woodland Foods, LLC(1)(2)Line of Credit244 492 
World 50, Inc.(1)(2)Revolver1,703 — 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan6,627 — 
WWEC Holdings III Corp(1)(2)Revolver3,359 1,514 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan3,202 4,125 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan762 2,932 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan4,388 — 
ZB Holdco LLC(1)(2)Revolver541 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility— 1,333 
Total unused commitments to extend financing$283,522 $267,681 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. Investment Team averages over 20 years of industry experiencedollars based on the spot rate at the Managing Directorrelevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

98


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(8)Actual commitment amount is denominated in Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swedish kronor. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2024 and Director level. In addition, Barings believes that it has best-in-class support personnel,2023:
 Three Months EndedThree Months Ended
($ in thousands, except share and per share amounts)March 31, 2024March 31, 2023
Per share data:
Net asset value at beginning of period$20.84 $20.55 
Net investment income (1)0.57 0.61 
Net realized gain (loss) on investments / foreign currency transactions / forward currency contracts (1)(0.27)(0.42)
Net unrealized appreciation (depreciation) on investments / foreign currency transactions / forward currency contracts (1)0.42 0.57 
Total increase from investment operations (1)0.72 0.76 
Dividends paid to stockholders from net investment income(0.60)(0.49)
Dividends paid to stockholders from short-term realized gains— (0.02)
Total dividends declared(0.60)(0.51)
Net asset value at end of period$20.96 $20.80 
Shares outstanding at end of period78,202,476 53,790,939 
Net assets at end of period$1,639,197 $1,118,966 
Average net assets$1,365,329 $1,092,490 
Ratio of total expenses to average net assets (annualized) (2)9.88 %9.69 %
Ratio of net investment income to average net assets (annualized) (2)11.88 %11.96 %
Portfolio turnover ratio (annualized)7.07 %2.25 %
Total return (3)3.49 %3.74 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies, including expertisejoint ventures.
(3)Total return is calculated as the change in risk management, legal, accounting, tax, information technologyNAV per share during the period, divided by the beginning NAV per share and compliance, among others. We expectassumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period.
9. SUBSEQUENT EVENTS
On April 1, 2024, the Company sold 3,262,785.81 unregistered shares of its common stock (with the number of shares issued being determined on April 23, 2024), for aggregate consideration of approximately $68.4 million at a price per share of $20.96, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to benefit from the support provided by these personnel in our operations.
We have alsosubscription agreements entered into by the Expense Support AgreementCompany and the participating investors in connection with Barings,the Private Offering pursuant to which Barings may elect to make certain Expense Payments on our behalf, including organization and offering expenses, provided that no portionSection 4(a)(2) of the payment will be usedSecurities Act and Regulation D thereunder and/or Regulation S under the Securities Act.
On May 7, 2024, the Board declared regular monthly distributions for June 2024 through August 2024. The regular monthly cash distributions, each in the gross amount of $0.20 per share, are payable on June 27, 2024, July 29, 2024 and August 28, 2024, to pay anystockholders of record on June 25, 2024, July 26, 2024 and August 26, 2024, respectively.

99



Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our interest expenses or, if applicableUnaudited Consolidated Financial Statements for the three months ended March 31, 2024, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following receipt ofdiscussion should be read in conjunction with the Multi-Class Exemptive Relief (as definedUnaudited Consolidated Financial Statements and the notes thereto included in Part II, Item 21 of this Quarterly Report on Form 10-Q), if10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2023. Historical results and percentage relationships among any our distribution and/or shareholder servicing fees. Any Expense Payment that Barings commits to pay must be paid by Barings to usamounts in the financial statements are not necessarily indicative of trends in operating results for any combination of cash or other immediately available funds no later than forty-five days after such commitment is made in writing, and/or offset against amounts due from us to Barings or its affiliates. If Barings elects to pay certain of our expenses, Barings will be entitled to reimbursement of such expenses from us if Available Operating Funds exceed the cumulative distributions accrued to our stockholders, subject to the terms of the Expense Support Agreement.future periods.
Portfolio Composition
The Company predominately invests in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. The Adviser’s existing SEC co-investment exemptive relief under the 1940 Act permits the Company and the Adviser’s affiliated private funds and SEC regulated funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.
The cost basis of the Company’s debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and payment-in-kind (“PIK”) interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, as of March 31, 2024 and December 31, 2023 are shown in the following table:
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
Percentage of
Total
Net Assets
March 31, 2024:
Senior debt and 1st lien notes
$2,062,235 80 %$2,038,809 80 %124 %
Subordinated debt and 2nd lien notes
170,318 158,606 10 
Structured products26,435 25,527 
Equity shares271,205 10 314,083 12 19 
Equity warrants34 — 2,637 — — 
Investment in joint ventures45,603 29,249 
$2,575,830 100 %$2,568,911 100 %157 %
($ in thousands)
CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
Percentage of
Total
Net Assets
December 31, 2023:
Senior debt and 1st lien notes
$1,981,715 80 %$1,958,306 80 %150 %
Subordinated debt and 2nd lien notes
158,720 148,450 11 
Structured products27,146 23,947 
Equity shares254,999 10 297,213 12 23 
Equity warrants— 2,475 — — 
Investment in joint ventures45,143 28,538 
$2,467,727 100 %2,458,929 100 %188 %
During the three months ended March 31, 2024, the Company made 10 new investments totaling $129.7 million, made additional investments in existing portfolio companies totaling $146.4 million and made additional investments in existing joint venture equity portfolio companies totaling $1.4 million.

70


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the three months ended March 31, 2023, the Company made nine new investments totaling $71.8 million, made additional investments in existing portfolio companies totaling $59.3 million and made a $12.0 million equity co-investment alongside certain affiliates in an existing portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation.
Industry Composition
The industry composition of investments at fair value at March 31, 2024 and December 31, 2023 was as follows:
($ in thousands)March 31, 2024Percent of PortfolioPercent of Total Net AssetsDecember 31, 2023Percent of PortfolioPercent of Total Net Assets
Aerospace and Defense$139,991 5.5 %8.5 %$118,617 4.8 %9.1 %
Automotive28,706 1.1 1.8 47,469 1.9 3.6 
Banking, Finance, Insurance and Real Estate409,426 15.9 25.0 401,512 16.3 30.7 
Beverage, Food and Tobacco42,938 1.7 2.6 25,223 1.0 1.9 
Capital Equipment73,195 2.9 4.5 72,457 3.0 5.5 
Chemicals, Plastics, and Rubber31,714 1.2 1.9 27,798 1.1 2.1 
Construction and Building23,142 0.9 1.4 21,657 0.9 1.7 
Consumer Goods: Durable54,053 2.1 3.3 53,766 2.2 4.1 
Consumer Goods: Non-durable42,797 1.7 2.6 37,547 1.5 2.9 
Containers, Packaging and Glass49,024 1.9 3.0 49,219 2.0 3.8 
Energy: Electricity8,736 0.3 0.5 8,389 0.3 0.6 
Environmental Industries59,100 2.3 3.6 61,116 2.5 4.7 
Healthcare and Pharmaceuticals215,218 8.4 13.1 226,610 9.2 17.3 
High Tech Industries382,172 14.9 23.3 372,585 15.2 28.5 
Hotel, Gaming and Leisure23,686 0.9 1.4 21,742 0.9 1.7 
Investment Funds and Vehicles29,249 1.1 1.8 28,538 1.2 2.2 
Media: Advertising, Printing and Publishing27,677 1.1 1.7 27,801 1.1 2.1 
Media: Broadcasting and Subscription5,696 0.2 0.3 5,767 0.2 0.4 
Media: Diversified and Production58,495 2.3 3.6 58,154 2.4 4.5 
Services: Business477,297 18.6 29.1 390,046 15.9 29.8 
Services: Consumer130,554 5.1 8.0 127,976 5.2 9.8 
Structured Products40,333 1.6 2.5 40,421 1.6 3.1 
Telecommunications23,441 0.9 1.4 23,688 1.0 1.8 
Transportation: Cargo129,098 5.0 7.9 150,066 6.1 11.5 
Transportation: Consumer51,717 2.0 3.2 49,022 2.0 3.8 
Utilities: Electric11,456 0.4 0.7 11,743 0.5 0.9 
Total$2,568,911 100.0 %156.7 %$2,458,929 100.0 %188.1 %
CPCF BPCC LLC
On June 8, 2023, the Company established a joint venture, CPCF BPCC LLC (“CPCF BPCC”), with Cresset Partners Private Credit Fund, LLC (“CPCF”) to invest in senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. During the three months ended March 31, 2024, the Company held a 9.1% partnership interest in CPCF BPCC. As of March 31, 2024, both the cost and fair value of the Company’s investment in CPCF BPCC were $9.3 million.

71


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
For the three months ended March 31, 2024, CPCF BPCC declared $3.4 million in dividends, of which $0.3 million was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
The total value of CPCF BPCC’s investment portfolio was $252.0 million as of March 31, 2024 as compared to $212.3 million as of December 31, 2023. As of March 31, 2024, CPCF BPCC’s investments had an aggregate cost of $250.6 million as compared to $211.1 million as of December 31, 2023. As of March 31, 2024 and December 31, 2023, the CPCF BPCC investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
March 31, 2024:
Senior debt and 1st lien notes
$250,644 100 %$252,002 100 %
$250,644 100 %$252,002 100 %
December 31, 2023:
Senior debt and 1st lien notes
$211,115 100 %$212,256 100 %
$211,115 100 %$212,256 100 %
As of March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of CPCF BPCC’s outstanding debt investments was approximately 11.0% and 11.1%, respectively.
The industry composition of CPCF BPCC’s investments at fair value at March 31, 2024 and December 31, 2023 was as follows:
($ in thousands)March 31, 2024December 31, 2023
Aerospace and Defense$23,719 9.4 %$15,754 7.4 %
Automotive6,927 2.7 6,908 3.3 
Banking, Finance, Insurance and Real Estate12,991 5.2 12,729 6.0 
Capital Equipment22,861 9.1 22,834 10.8 
Chemicals, Plastics, and Rubber2,978 1.2 2,961 1.4 
Consumer Goods: Durable2,915 1.2 2,962 1.4 
Consumer Goods: Non-durable4,900 1.9 — — 
Energy: Electricity4,826 1.9 4,962 2.3 
Healthcare and Pharmaceuticals27,747 11.0 24,572 11.6 
High Tech Industries53,424 21.2 40,316 19.0 
Media: Advertising, Printing and Publishing6,265 2.5 6,478 3.1 
Media: Diversified and Production5,881 2.3 5,806 2.7 
Services: Business54,822 21.8 44,317 20.8 
Services: Consumer9,893 3.9 9,892 4.7 
Transportation: Cargo2,995 1.2 2,911 1.4 
Transportation: Consumer4,938 2.0 4,951 2.3 
Utilities: Electric3,920 1.5 3,903 1.8 
Total$252,002 100.0 %$212,256 100.0 %

72


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The geographic composition of CPCF BPCC’s investments at fair value at March 31, 2024 and December 31, 2023 was as follows:
($ in thousands)March 31, 2024December 31, 2023
Canada$9,961 3.9 %$9,959 4.7 %
France20,585 8.2 21,122 10.0 
Germany9,835 3.9 9,945 4.7 
Netherlands2,982 1.2 3,043 1.4 
United Kingdom5,693 2.3 5,968 2.8 
USA202,946 80.5 162,219 76.4 
Total$252,002 100.0 %$212,256 100.0 %
CPCF BPCC LLC’s credit facility with Citibank, N.A., which is non-recourse to the Company, initially closed on June 16, 2023, and had approximately $159.6 million and $133.3 million outstanding as of March 31, 2024 and December 31, 2023, respectively.
The Company may sell portions of its investments via assignment to CPCF BPCC. Since inception, as of March 31, 2024 and December 31, 2023, the Company had sold $252.7 million and $212.5 million, respectively, of its investments to CPCF BPCC. For the three months ended March 31, 2024, the Company realized a loss on the sales of its investments to CPCF BPCC of $22.8 thousand. As of both March 31, 2024 and December 31, 2023, the Company did not have any unsettled receivables due from CPCF BPCC. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing, for treatment as a sale and satisfies the following conditions:
assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;
each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company; and
the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
The Company has determined that CPCF BPCC is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in CPCF BPCC as it is not a substantially wholly owned investment company subsidiary. In addition, CPCF BPCC is not an operating company and the Company does not control CPCF BPCC due to the allocation of voting rights among CPCF BPCC members.
Thompson Rivers LLC
On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Thompson Rivers. Under Thompson Rivers’ current operating agreement, as amended to date, the Company has a capital commitment of $30.0 million of equity capital to Thompson Rivers, all of which has been funded as of March 31, 2024. As of March 31, 2024, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.
For the three months ended March 31, 2024 and 2023, Thompson Rivers declared $15.0 million and $57.0 million in dividends, respectively, of which nil was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three months ended March 31, 2024 and 2023, the Company recognized $1.0 million and $3.6 million of the dividends, respectively, as a return of capital.

73


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024, Thompson Rivers had $307.7 million in Ginnie Mae early buyout loans and $7.7 million in cash. As of December 31, 2023, Thompson Rivers had $366.7 million in Ginnie Mae early buyout loans and $7.1 million in cash. As of March 31, 2024, Thompson Rivers had 1,974 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2023, Thompson Rivers had 2,305 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.
As of March 31, 2024 and December 31, 2023, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
March 31, 2024:
Federal Housing Administration (“FHA”) loans$306,491 93 %$287,390 93 %
Veterans Affairs (“VA”) loans21,604 20,295 
$328,095 100 %$307,685 100 %
December 31, 2023:
Federal Housing Administration (“FHA”) loans$360,847 93 %$342,240 93 %
Veterans Affairs (“VA”) loans25,810 24,491 
$386,657 100 %$366,731 100 %
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $70.2 million and $83.5 million outstanding as of March 31, 2024 and December 31, 2023, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $144.1 million and $170.8 million outstanding as of March 31, 2024 and December 31, 2023, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $45.1 million and $50.0 million outstanding as of March 31, 2024 and December 31, 2023, respectively.
The Company has determined that Thompson Rivers is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
As of March 31, 2024 and December 31, 2023, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 March 31, 2024
As of
 December 31, 2023
Total contributed capital by Barings Private Credit Corporation (1)$32,226 $32,226 
Total contributed capital by all members (2)$482,083 $482,083 
Total unfunded commitments by Barings Private Credit Corporation$— $— 
Total unfunded commitments by all members$— $— 
(1)Includes $2.2 million of dividend re-investments.
(2)Includes dividend re-investments of $32.1 million of total contributed capital by related parties.
Waccamaw River LLC
On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Waccamaw River. Under Waccamaw River’s current operating agreement, as amended to date, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, all of which has been funded as of March 31, 2024. As of March 31, 2024, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, all of which has been funded (including $14.0 million of recallable return of capital).

74


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
For the three months ended March 31, 2024 and 2023, Waccamaw River declared nil and $3.6 million in dividends, respectively, of which nil and $0.7 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
As of March 31, 2024, Waccamaw River had $154.9 million in unsecured consumer loans and $7.2 million in cash. As of December 31, 2023, Waccamaw River had $182.3 million in unsecured consumer loans and $6.6 million in cash. As of March 31, 2024, Waccamaw River had 19,291 outstanding loans with an average loan size of $9,764, remaining average life to maturity of 38.2 months and weighted average interest rate of 12.8%. As of December 31, 2023, Waccamaw River had 21,435 outstanding loans with an average loan size of $10,338, remaining average life to maturity of 40.0 months and weighted average interest rate of 12.7%.
Waccamaw River’s secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $55.9 million and $71.0 million outstanding as of March 31, 2024 and December 31, 2023, respectively. Waccamaw River’s secured loan borrowing with Barclays Bank PLC, which is non-recourse to the Company, had approximately $38.0 million and $51.3 million outstanding as of March 31, 2024 and December 31, 2023, respectively.
The Company has determined that Waccamaw River is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
As of March 31, 2024 and December 31, 2023, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 March 31, 2024
As of
 December 31, 2023
Total contributed capital by Barings Private Credit Corporation$25,000 $25,000 
Total contributed capital by all members (1)$139,020 $139,020 
Total unfunded commitments by Barings Private Credit Corporation$— $— 
Total unfunded commitments by all members$— $— 
(1)Includes $87.3 million of total contributed capital by related parties as of both March 31, 2024 and December 31, 2023.
Eclipse Business Capital Holdings LLC
On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $63.4 million, a second lien senior secured loan of $3.2 million and unfunded revolver of $9.6 million, alongside other related party affiliates. On August 12, 2022, the Company increased the unfunded revolver to $16.0 million. As of March 31, 2024 and December 31, 2023, $4.2 million and $3.9 million, respectively, of the revolver was funded. Eclipse conducts its business through Eclipse Business Capital LLC. Eclipse is one of the country’s leading independent asset-based lending (“ABL”) platforms that provides financing to middle-market borrowers in the U.S. and Canada. Eclipse provides revolving lines of credit and term loans ranging in size from $10 – $125 million that are secured by collateral such as accounts receivable, inventory, equipment, or real estate. Eclipse lends to both privately-owned and publicly-traded companies across a range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.
The Company has determined that Eclipse is not an investment company under ASC Topic 946, Financial Services -Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Eclipse because it does not provide services to the Company. Instead the Company accounts for its equity investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.

75


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Rocade Holdings LLC
On February 1, 2023, the Company made an equity investment in Rocade Holdings LLC (“Rocade”) of $12.0 million, alongside other related party affiliates and made additional investments thereafter during the fiscal year ended December 31, 2023 of $96.0 million. The total equity invested in Rocade as of March 31, 2024 was $108.0 million (excluding preferred dividends) and the Company had $2.0 million of unfunded preferred equity commitments. Rocade conducts its business through Rocade LLC and operates as Rocade Capital. Rocade is one of the country’s leading litigation finance platforms that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. Rocade typically provides loans to law firms that are secured by the borrowing firm’s interests in award settlements, including contingency fees expected to be earned from successful litigation. The loans generally bear floating rate PIK interest with an overall expected annualized return between 10% and 25% and collect debt service upon receipt of settlement awards and/or contingency fees. The addition of Rocade to the portfolio allows the Company to participate in an uncorrelated asset class that offer differentiated income returns as compared to directly originated loans. Rocade is led by a seasoned team of litigation finance experts.
The Company has determined that Rocade is not an investment company under ASC Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Rocade because it does not provide services to the Company. Instead the Company accounts for its equity investment in Rocade in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
The Adviser conducts the valuation of the Company’s investments, upon which the Company’s NAV is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). The Company’s current valuation policy and processes were established by the Adviser and were approved by the Board.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.
There is no single approach for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of the Company’s Level 3 investments may differ significantly from fair

76


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser’s pricing committee.
At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. The Company’s middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from

77


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investment in CPCF BPCC, Thompson Rivers and Waccamaw River
As CPCF BPCC, Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using the NAV of each company and the Company’s ownership percentage as a practical expedient. The NAV is determined in accordance with the specialized accounting guidance for investment companies.
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of March 31, 2024 and December 31, 2023. The weighted average range of unobservable inputs is based on fair value of investments.
March 31, 2024
($ in thousands)(2)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,657,375 Yield AnalysisMarket Yield6.1% – 27.0%11.0%Decrease
35,792 Market ApproachAdjusted EBITDA Multiple0.9x – 12.5x8.2xIncrease
279,000 Recent TransactionTransaction Price95.6% – 100.0%98.0%Increase
Subordinated debt and 2nd lien notes119,294 Yield AnalysisMarket Yield9.0% – 54.2%14.3%Decrease
17,380 Market ApproachAdjusted EBITDA Multiple6.0x – 11.0x8.1xIncrease
3,750 Recent TransactionTransaction Price100.0%100.0%Increase
Equity shares26,204 Yield AnalysisMarket Yield10.5% – 14.2%12.4%Decrease
260,673 Market ApproachAdjusted EBITDA Multiple5.5x – 27.5x10.9xIncrease
1,766 Market ApproachRevenue Multiple6.0x – 9.3x6.6xIncrease
8,027 Discounted Cash Flow AnalysisDiscount Rate14.5%14.5%Decrease
5,892 Net Asset ApproachLiabilities$(64,894.6)$(64,894.6)Decrease
1,928 Recent TransactionTransaction Price$0.00 – $1,037.50$419.92Increase
Equity warrants2,593 Market ApproachAdjusted EBITDA Multiple6.3x – 12.5x7.5xIncrease
(1) Excludes investments with an aggregate fair value amounting to $26,840, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) For structured products, investments with an aggregate fair value amounting to $16,603, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

During the three months ended March 31, 2024, one equity position with a fair value of $17.2 million transitioned from a market approach to a yield analysis valuation model. In addition, one senior debt and first lien note position with a fair value of $25.1 million transitioned from a yield analysis to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.




78


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2023
($ in thousands)(3)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,684,709 Yield AnalysisMarket Yield7.8% – 26.1%11.5%Decrease
17,693 Market ApproachAdjusted EBITDA Multiple1.1x – 12.5x6.5xIncrease
184,932 Recent TransactionTransaction Price95.0% – 100.0%97.7%Increase
Subordinated debt and 2nd lien notes(2)
121,811 Yield AnalysisMarket Yield8.5% – 21.0%13.8%Decrease
7,123 Market ApproachAdjusted EBITDA Multiple11.0x11.0xIncrease
Equity shares8,788 Yield AnalysisMarket Yield14.6%14.6%Decrease
274,281 Market ApproachAdjusted EBITDA Multiple4.8x – 30.0x11.0xIncrease
1,789 Market ApproachRevenue Multiple6.5x – 9.5x6.8xIncrease
6,080 Discounted Cash Flow AnalysisDiscount Rate14.2%14.2%Decrease
5,327 Net Asset ApproachLiabilities$(55,281.8)$(55,281.8)Decrease
873 Recent TransactionTransaction Price$1.00 – $10.00$4.07Increase
Equity warrants2,475 Market ApproachAdjusted EBITDA Multiple6.3x – 12.5x7.3xIncrease
(1) Excludes investments with an aggregate fair value amounting to $28,299, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) Excludes investments with an aggregate fair value amounting to $1,339, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(3) For structured products, investments with an aggregate fair value amounting to $15,705, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

During the year ended December 31, 2023, one equity position with a fair value of $2.6 million and six senior debt and first lien note positions with a fair value of $16.4 million transitioned from a yield analysis to a market approach valuation model. In addition, one senior debt and first lien note position with a fair value of $16.5 million and one structured product position with a fair value of $6.5 million transitioned from a discounted cash flow analysis to a broker quote valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.



79


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of March 31, 2024 and December 31, 2023, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of March 31, 2024
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $39,802 $1,999,007 $2,038,809 
Subordinated debt and 2nd lien notes
— 18,182 140,424 158,606 
Structured products— 8,924 16,603 25,527 
Equity shares9,593 — 304,490 314,083 
Equity warrants44 — 2,593 2,637 
Investments subject to leveling$9,637 $66,908 $2,463,117 $2,539,662 
Investment in joint ventures (1)$29,249 
$2,568,911 
Fair Value as of December 31, 2023
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $42,673 $1,915,633 $1,958,306 
Subordinated debt and 2nd lien notes
— 18,177 130,273 148,450 
Structured products— 8,242 15,705 23,947 
Equity shares75 — 297,138 297,213 
Equity warrants— — 2,475 2,475 
Investments subject to leveling$75 $69,092 $2,361,224 $2,430,391 
Investment in joint ventures (1)$28,538 
$2,458,929 
(1)The Company’s investments in CPCF BPCC, Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2024 and 2023:
Three Months Ended March 31, 2024
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,915,633 $130,273 $15,705 $297,138 $2,475 $2,361,224 
New investments250,445 21,836 — 3,779 — 276,060 
Investment restructuring(12,566)— — — — (12,566)
Transfers into (out of) Level 3, net— — — — — — 
Proceeds from sales of investments(40,481)— — — — (40,481)
Loan origination fees received(5,533)(563)— — — (6,096)
Principal repayments received(109,084)(10,676)(714)— — (120,474)
Payment-in-kind interest/dividends568 789 — 3,219 — 4,576 
Accretion of loan premium/discount186 — — — — 186 
Accretion of deferred loan origination revenue3,014 135 — — — 3,149 
Realized gain (loss)(3,897)— — — — (3,897)
Unrealized appreciation (depreciation)722 (1,370)1,612 354 118 1,436 
Fair value, end of period$1,999,007 $140,424 $16,603 $304,490 $2,593 $2,463,117 

80


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Three Months Ended March 31, 2023
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,736,050 $143,294 $16,380 $157,313 $1,083 $2,054,120 
New investments127,129 663 — 14,788 — 142,580 
Transfers into (out of) Level 3, net— — — — — — 
Proceeds from sales of investments— — — — — — 
Loan origination fees received(3,560)(20)— — — (3,580)
Principal repayments received(38,725)(685)(714)— — (40,124)
Payment-in-kind interest/dividends1,204 991 — — 2,195 
Accretion of loan premium/discount141 46 — — — 187 
Accretion of deferred loan origination revenue2,482 85 — — — 2,567 
Realized gain (loss)(1,173)(4)— — — (1,177)
Unrealized appreciation (depreciation)7,007 (237)398 6,898 (10)14,056 
Fair value, end of period$1,830,555 $144,133 $16,064 $178,999 $1,073 $2,170,824 
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized depreciation on Level 3 investments of $3.7 million during the three months ended March 31, 2024 was related to portfolio company investments that were still held by the Company as of March 31, 2024. Pre-tax net unrealized appreciation on Level 3 investments of $11.8 million during the three months ended March 31, 2023 was related to portfolio company investments that were still held by the Company as of March 31, 2023.
During the three months ended March 31, 2024, the Company made investments of approximately $237.2 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2024, the Company made investments of $40.2 million in portfolio companies to which it was previously committed to provide such financing.
During the three months ended March 31, 2023, the Company made investments of approximately $124.8 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2023, the Company made investments of $18.4 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company generally is contractually owed and recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. As of March 31, 2024, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.
Cash and Foreign Currencies
Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral for certain derivative instruments. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
Investment Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of March 31, 2024 and December 31, 2023, the Company had five and two portfolio companies, respectively, with investments that were on non-accrual.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
Payment-in-Kind Interest
The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees, covenant waiver fees and loan amendment fees, and are recorded as investment income when earned.
Fee income for the three months ended March 31, 2024 and 2023 were as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2024March 31, 2023
Recurring Fee Income:
Amortization of loan origination fees$2,205 $2,194 
Management, valuation and other fees587 562 
Total Recurring Fee Income2,792 2,756 
Non-Recurring Fee Income:
Prepayment fees25 — 
Acceleration of unamortized loan origination fees986 409 
Advisory, loan amendment and other fees573 189 
Total Non-Recurring Fee Income1,584 598 
Total Fee Income$4,376 $3,354 
General and Administrative Expenses
Other general and administrative expenses include Board fees, directors’ and officers’ insurance costs, offering costs, legal and accounting expenses, expenses reimbursable to the Adviser under the terms of the Administration Agreement and other costs related to operating the Company.
Offering Expenses
Costs associated with the offering of common stock of the Company are capitalized as deferred offering expenses and included on the Consolidated Balance Sheet in “Prepaid expenses and other assets” and amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s private offering of common stock.
Deferred Financing Fees
Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of March 31, 2024 and December 31, 2023, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of March 31, 2024 and December 31, 2023, the Company’s largest single portfolio company investment represented approximately 4.6% and 4.7%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024, all of BPC Funding LLC’s (“BPC Funding”) assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the Revolving Credit Facility. As of March 31, 2024, all of Barings Private Credit Corporation CLO 2023-1 Ltd.’s assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the 2023 Debt Securitization. As of March 31, 2024, all assets (other than those that are owned by BPC Funding and Barings Private Credit Corporation CLO 2023-1 Ltd.) were pledged (or will be pledged when the related investment purchase settles) as collateral for the SMBC Credit Facility.
Financial and Derivative Instruments
Pursuant to ASC 815, Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Unaudited Consolidated Statements of Operations. The fair value of the Company’s interest rate swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currency
As of March 31, 2024 the Company held 17 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 74 investments that were denominated in Euros, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner and 26 investments that were denominated in British pounds sterling. As of December 31, 2023, the Company held 17 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 72 investments that were denominated in Euros, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner and 26 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rates fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statements of Operations.
In addition, during both the three months ended March 31, 2024 and March 31, 2023, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company’s investments denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) – forward currency contracts” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) – forward currency contracts” in the Company’s Unaudited Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively). The Company has historically met its minimum

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the three months ended March 31, 2024 and 2023, the Company recorded net expenses of $0.3 million and $0.1 million, respectively, for U.S. federal excise tax.
Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal years 2021-2022), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
For federal income tax purposes, the cost of investments owned as of March 31, 2024 and December 31, 2023 was approximately $2,554.7 million and $2,446.2 million, respectively. As of March 31, 2024, net unrealized appreciation on the Company’s investments (tax basis) was approximately $23.7 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $105.3 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $81.6 million. As of December 31, 2023, net unrealized depreciation on the Company’s investments (tax basis) was approximately $5.6 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $93.8 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $99.4 million.
In addition, the Company has a wholly-owned taxable subsidiary (the “Taxable Subsidiary”), which holds certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiary is not consolidated for income tax purposes and may generate income tax expense or benefit as a result of its ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company’s Unaudited Consolidated Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), is reflected net of applicable federal and state income taxes, if any, in the Company’s Unaudited Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Accounts payable and accrued liabilities” in the Company’s Unaudited and Audited Consolidated Balance Sheets. As of both March 31, 2024 and December 31, 2023, the Company recorded a net deferred tax liability of $0.7 million pertaining to operating losses and tax basis differences related to certain partnership interests.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2024 and December 31, 2023:
Issuance Date
($ in thousands)
Maturity DateInterest Rate as of March 31, 2024March 31, 2024December 31, 2023
Credit Facilities:
Revolving Credit Facility – May 11, 2021May 11, 20267.175%$355,024 $410,967 
SMBC Credit Facility – March 6, 2023March 6, 20287.430%51,875 124,500 
Total Credit Facilities$406,899 $535,467 
Debt Securitization:
August 23, 2023 – Class A-1 NotesJuly 15, 20317.714%$295,151 $300,000 
August 23, 2023 – Class A-2 NotesJuly 15, 20318.664%35,000 35,000 
August 23, 2023 – Class A-2 LoansJuly 15, 20318.664%20,000 20,000 
August 23, 2023 – Class B NotesJuly 15, 20319.464%25,000 25,000 
August 23, 2023 – Class C NotesJuly 15, 203111.664%22,500 22,500 
(Less: Deferred financing fees)(2,326)(2,406)
Total Debt Securitization$395,325 $400,094 
Notes:
July 29, 2021 – Series A NotesJuly 29, 20263.500%$75,000 $75,000 
September 15, 2021 – Series B NotesJuly 29, 20263.500%38,000 38,000 
October 28, 2021 – Series C NotesJuly 29, 20263.500%37,000 37,000 
May 10, 2022 – Series D Notes (1)May 10, 20276.000%97,098 96,729 
July 26, 2022 – Series E Notes (1)May 10, 20276.000%53,174 52,951 
(Less: Deferred financing fees)(412)(474)
Total Notes$299,860 $299,206 
(1)Inclusive of change in fair market value of effective hedge.
The Company is required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of the Company’s total assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities, of at least 150% after each issuance of senior securities. The Company’s asset coverage ratio was 247.1% as of March 31, 2024.
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding, the Company’s wholly-owned subsidiary, entered into the Revolving Credit Facility with BNP Paribas (“BNPP”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and the Company serves as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bear interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. BPC Funding currently pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding pays an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets are required to meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of March 31, 2024, the Company was in compliance with all covenants of the Revolving Credit Facility.
As of March 31, 2024, the Company had U.S. dollar borrowings of $218.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.613% (three month SOFR of 5.313%), borrowings denominated in British pounds sterling of £17.2 million ($21.7 million U.S. dollars) with a weighted average interest rate of 7.658% (weighted average three month adjusted cumulative compounded SONIA of 5.366%), borrowings denominated in Australian dollars of A$7.8 million ($5.1 million U.S. dollars) with an interest rate of 6.506% (three month BBSW of 4.356%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 7.553% (three month CDOR of 5.403%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.6 million U.S. dollars) with an interest rate of 8.055% (three month NZBB of 5.655%) and borrowings denominated in Euros of €94.6 million ($102.2 million U.S. dollars) with a weighted average interest rate of 6.125% (three month EURIBOR of 3.912%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) – foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
As of December 31, 2023, the Company had U.S. dollar borrowings of $304.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.704% (three month SOFR of 5.381%), borrowings denominated in British pounds sterling of £17.2 million ($21.9 million U.S. dollars) with a weighted average interest rate of 7.504% (weighted average three month adjusted cumulative compounded SONIA of 5.212%), borrowings denominated in Australian dollars of A$7.8 million ($5.3 million U.S dollars) with an interest rate of 6.465% (three month BBSW of 4.315%), borrowings denominated in Canadian dollars of C$5.4 million ($4.1 million U.S. dollars) with an interest rate of 7.212% (three month CDOR of 5.062%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.9 million U.S. dollars) with an interest rate of 8.042% (three month NZBB of 5.642%) and borrowings denominated in Euros of €64.6 million ($71.4 million U.S. dollars) with a weighted average interest rate of 6.098% (three month EURIBOR of 3.948%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
As of March 31, 2024 and December 31, 2023, the fair value of the borrowings outstanding under the Revolving Credit Facility was $355.0 million and $411.0 million, respectively. The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
SMBC Revolving Credit Facility
On March 6, 2023, the Company entered into a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent, as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto, which governs the SMBC Credit Facility. The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base,

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
which is based on the Company’s portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On February 8, 2024, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, the Company pays an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between the Company and the Administrative Agent.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to the Company varies depending upon the types of assets in the Company’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., a subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which the Company may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of the Company occurs. Upon the occurrence and during the continuation of certain event of defaults, the Administrative Agent may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of March 31, 2024, the Company was in compliance with all covenants of the SMBC Credit Facility.
As of March 31, 2024, the Company had U.S. dollar borrowings of $51.9 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.430% (one month SOFR of 5.330%). As of December 31, 2023, the Company had U.S. dollar borrowings of $124.5 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.461% (one month SOFR of 5.361%).
As of March 31, 2024 and December 31, 2023, the fair value of the borrowings outstanding under the SMBC Credit Facility was $51.9 million and $124.5 million, respectively. The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

88


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
2023 Debt Securitization
On August 23, 2023 (the “Closing Date”), the Company completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements.
On the Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of the Company, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant to an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company, as collateral trustee (the “CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consist of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 6.35% (the “Class C Notes”, and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and, together with the Secured Notes, the “Secured Debt”). Additionally, on the Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “Subordinated Notes”), which do not bear interest. The Secured Debt together with the Subordinated Notes are collectively referred to herein as the “Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street Bank and Trust Company, as loan agent and as collateral trustee. The 2023 Debt Securitization is backed by a diversified portfolio of middle-market commercial loans. The Debt is scheduled to mature on July 15, 2031; however the Debt may be redeemed by the Issuers, at the direction of the Company as holder of the Subordinated Notes, on any business day after July 15, 2024. The Company acts as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Subordinated Notes. The Company has retained all of the Subordinated Notes issued in the 2023 Debt Securitization.
The CLO Issuer intends to use the proceeds from the 2023 Debt Securitization to, among other things, purchase certain loans (“Collateral Obligations”) on the Closing Date (1) from the Company pursuant to a master loan sale agreement entered into on the Closing Date (the “Loan Sale Agreement”), and (2) from BPC Funding pursuant to the master participation and assignment agreement entered into on the Closing Date (the “Participation Agreement”), each as described below. Following the closing of the 2023 Debt Securitization, BPC Funding intends to use proceeds from the 2023 Debt Securitization to reduce certain outstanding indebtedness under the documents governing the Revolving Credit Facility.
Under the terms of the Loan Sale Agreement that provided for the sale of Collateral Obligations to the CLO Issuer, the Company transferred to the CLO Issuer a portion of its ownership interest in the Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the Loan Sale Agreement. Under the terms of the Participation Agreement, pending the settlement of the Collateral Obligations transferred to the CLO Issuer under the Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or the Company, holds all of the ownership interest in such loans and participations. The Company made customary representations, warranties and covenants in the Loan Sale Agreement.
The Secured Debt is the secured obligation of the Issuers, the Subordinated Notes are the unsecured obligations of the CLO Issuer, and the CLO Indenture and Class A-2 Credit Agreement governing the Debt include customary covenants and events of default. The Debt has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

89


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024 and December 31, 2023, the fair value of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes was $398.6 million and $402.5 million, respectively. The fair values of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
July 2026 Notes
On July 29, 2021, the Company entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021, and October 28, 2021, respectively. Barings’ parent company, MassMutual, and/or its affiliates or subsidiaries hold approximately $46.0 million in aggregate principal amount of the July 2026 Notes.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the July 2021 NPA. Interest on the July 2026 Notes is due semiannually in January and July of each year, beginning in January 2022. In addition, the Company is obligated to offer to repay the July 2026 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the July 2021 NPA, the Company may redeem the July 2026 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before January 29, 2026, a make-whole premium.
The July 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the July 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The July 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the July 2026 Notes at the time outstanding may declare all July 2026 Notes then outstanding to be immediately due and payable, subject to certain additional conditions in the event that then-outstanding July 2026 Notes are held by persons affiliated with the Company and certain of its affiliates. As of March 31, 2024, the Company was in compliance with all covenants under the July 2021 NPA.
The Company’s obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024 and December 31, 2023, the fair values of the outstanding July 2026 Notes were $136.8 million and $133.5 million, respectively. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

90


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
May 2027 Notes
On May 10, 2022, the Company entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The May 2027 Notes will mature on May 10, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the May 2022 NPA. Interest on the May 2027 Notes will be due semiannually in May and November of each year, beginning in November 2022. In addition, the Company is obligated to offer to repay the May 2027 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates. As of March 31, 2024, the Company was in compliance with all covenants under the May 2022 NPA.
The Company’s obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024 and December 31, 2023, the fair values of the outstanding May 2027 Notes were $150.3 million and $149.7 million, respectively. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The

91


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, the Company entered into a $55.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 2024 and December 31, 2023, the Company had no secured borrowings (“Secured Borrowings”) outstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.

92


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2024 and December 31, 2023:
As of March 31, 2024
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$72,160$47,13304/08/24$(49)Derivative liabilities
Foreign currency forward contract (AUD)$48,934A$72,16004/08/241,850 Derivative assets
Foreign currency forward contract (AUD)$47,900A$73,15107/08/2449 Derivative assets
Foreign currency forward contract (CAD)C$7,443$5,48704/08/2413 Derivative assets
Foreign currency forward contract (CAD)$5,595C$7,44304/08/2495 Derivative assets
Foreign currency forward contract (CAD)$5,103C$6,92407/08/24(21)Derivative liabilities
Foreign currency forward contract (DKK)8,068kr.$1,17104/08/24(2)Derivative liabilities
Foreign currency forward contract (DKK)$1,1918,068kr.04/08/2422 Derivative assets
Foreign currency forward contract (DKK)$1,1838,119kr.07/08/24Derivative assets
Foreign currency forward contract (EUR)€219,164$237,15404/08/24(411)Derivative liabilities
Foreign currency forward contract (EUR)$240,755€219,16404/08/244,011 Derivative assets
Foreign currency forward contract (EUR)$244,045€224,69207/08/24416 Derivative assets
Foreign currency forward contract (GBP)£60,373$76,22904/08/2439 Derivative assets
Foreign currency forward contract (GBP)$76,261£60,37304/08/24(7)Derivative liabilities
Foreign currency forward contract (GBP)$77,273£61,17107/08/24(41)Derivative liabilities
Foreign currency forward contract (NZD)NZ$9,270$5,56504/08/24(20)Derivative liabilities
Foreign currency forward contract (NZD)$5,806NZ$9,27004/08/24261 Derivative assets
Foreign currency forward contract (NZD)$5,722NZ$9,53307/08/2420 Derivative assets
Foreign currency forward contract (NOK)43,870kr$4,07104/08/24(27)Derivative liabilities
Foreign currency forward contract (NOK)$4,25443,870kr04/08/24209 Derivative assets
Foreign currency forward contract (NOK)$4,09544,031kr07/08/2427 Derivative assets
Foreign currency forward contract (SEK)20,577kr$1,93904/08/24(14)Derivative liabilities
Foreign currency forward contract (SEK)$2,02420,577kr04/08/2499 Derivative assets
Foreign currency forward contract (SEK)$1,95720,688kr07/08/2414 Derivative assets
Foreign currency forward contract (CHF)6,218Fr.$6,86304/08/2445 Derivative assets
Foreign currency forward contract (CHF)$7,4036,218Fr.04/08/24495 Derivative assets
Foreign currency forward contract (CHF)$7,0236,300Fr.07/08/24(46)Derivative liabilities
Total$7,029 

93


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2023
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)$45,208A$70,47301/10/24$(2,932)Derivative liabilities
Foreign currency forward contract (CAD)$5,336C$7,28001/10/24(178)Derivative liabilities
Foreign currency forward contract (DKK)$1,1287,968kr.01/10/24(55)Derivative liabilities
Foreign currency forward contract (EUR)$229,170€216,99601/10/24(10,903)Derivative liabilities
Foreign currency forward contract (GBP)£4,844$6,08601/10/2485 Derivative assets
Foreign currency forward contract (GBP)$75,288£61,97301/10/24(3,669)Derivative liabilities
Foreign currency forward contract (NZD)$5,519NZ$9,24801/10/24(342)Derivative liabilities
Foreign currency forward contract (NOK)$3,997kr43,08101/10/24(258)Derivative liabilities
Foreign currency forward contract (SEK)$1,86819,907kr01/10/24(113)Derivative liabilities
Foreign currency forward contract (CHF)$6,7596,137Fr.01/10/24(546)Derivative liabilities
Total$(18,911)
As of March 31, 2024 and December 31, 2023, the total fair values of the Company’s foreign currency forward contracts were $7.0 million and $(18.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2024 and December 31, 2023 were as follows:
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Accurus Aerospace Corporation(1)(2)Revolver$277 $380 
AD Bidco, Inc.(1)(2)Revolver1,863 — 
AD Bidco, Inc.(1)(2)Delayed Draw Term Loan5,035 — 
Adhefin International(1)(2)(3)Delayed Draw Term Loan410 419 
AirX Climate Solutions(1)Delayed Draw Term Loan5,010 5,010 
AirX Climate Solutions(1)Revolver1,695 2,050 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,598 1,634 
Americo Chemical Products, LLC(1)Revolver1,400 1,400 
Amtech LLC(1)(2)Revolver838 291 
Anju Software, Inc.(1)(2)Delayed Draw Term Loan36 36 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,021 1,030 
Arc Education(1)(3)Delayed Draw Term Loan2,518 2,576 
Argus Bidco Limited(1)(2)(4)CAF Term Loan721 1,083 
ASC Communications, LLC(1)Revolver647 647 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan623 729 
ATL II MRO Holdings Inc.(1)(2)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,455 1,522 
AWP Group Holdings, Inc.(1)Delayed Draw Term Loan237 237 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan644 644 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Beyond Risk Management, Inc.(1)Delayed Draw Term Loan2,007 2,007 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,475 1,508 

94


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Bounteous, Inc.(1)(2)Delayed Draw Term Loan— 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan191 195 
BrightSign LLC(1)(2)Revolver222 370 
British Engineering Services Holdco Limited(1)(2)(4)Acquisition/Capex Facility91 92 
CAi Software, LLC(1)(2)Revolver3,740 943 
Cascade Residential Services LLC(1)Delayed Draw Term Loan5,902 7,765 
Cascade Residential Services LLC(1)Revolver1,294 1,294 
CCFF Buyer, LLC(1)(2)Delayed Draw Term Loan3,346 — 
CCFF Buyer, LLC(1)(2)Revolver1,004 — 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan6,383 8,666 
Comply365, LLC(1)(2)Revolver575 575 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan511 523 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)(2)Revolver169 381 
Direct Travel, Inc.(1)Delayed Draw Term Loan— 87 
DISA Holdings Corp.(1)Delayed Draw Term Loan— 1,072 
DISA Holdings Corp.(1)Delayed Draw Term Loan2,559 — 
DISA Holdings Corp.(1)Revolver1,282 339 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,027 1,050 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan171 171 
Eclipse Business Capital, LLC(1)Revolver11,872 12,128 
EMI Porta Holdco LLC(1)(2)Revolver51 346 
eShipping, LLC(1)Revolver608 743 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,670 2,731 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan620 620 
Express Wash Acquisition Company, LLC(1)Revolver115 115 
Faraday(1)(3)Delayed Draw Term Loan1,935 1,980 
Finexvet(1)(3)Delayed Draw Term Loan— 1,943 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan519 524 
Forest Buyer, LLC(1)Delayed Draw Term Loan992 — 
Forest Buyer, LLC(1)Revolver595 — 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan2,538 — 
Fortis Payment Systems, LLC(1)(2)Revolver2,288 — 
GB Eagle Buyer, Inc.(1)Revolver3,226 3,226 
Glacis Acquisition S.A.R.L.(1)(2)(3)Delayed Draw Term Loan3,294 5,348 
Global Academic Group Limited(1)(2)(7)Term Loan391 414 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan86 — 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan17 53 
Greenhill II BV(1)(3)Capex Acquisition Facility118 120 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan160 167 
HeartHealth Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan239 253 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
HEKA Invest(1)(3)Delayed Draw Term Loan1,124 1,150 
HemaSource, Inc.(1)Revolver2,714 2,590 
HomeX Services Group LLC(1)Delayed Draw Term Loan8,446 8,446 

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
HomeX Services Group LLC(1)Revolver3,378 3,378 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,691 1,691 
HTI Technology & Industries(1)(2)Revolver1,128 1,128 
Ice House America, L.L.C.(1)(2)Delayed Draw Term Loan247 — 
Ice House America, L.L.C.(1)(2)Revolver574 — 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan41 42 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility— 171 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,213 1,241 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan— 115 
InvoCare Limited (1)(2)(5)Delayed Draw Term Loan739 773 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan342 1,313 
ISTO Technologies II, LLC(1)Revolver1,114 1,114 
ITI Intermodal, Inc.(1)(2)Revolver1,157 1,157 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility555 588 
Jones Fish Hatcheries & Distributors LLC(1)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan2,784 — 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan718 734 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan237 255 
Lattice Group Holdings Bidco Limited(1)(2)Revolver18 18 
LeadsOnline, LLC(1)Revolver3,190 2,679 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 18 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver86 115 
MB Purchaser, LLC(1)(2)Delayed Draw Term Loan4,121 — 
MB Purchaser, LLC(1)(2)Revolver824 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan435 435 
Megawatt Acquisitionco, Inc.(1)Revolver1,995 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility724 773 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan57 59 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan496 518 
Moonlight Bidco Limited(1)(2)(4)Delayed Draw Term Loan556 562 
Narda Acquisitionco., Inc.(1)Revolver1,059 1,059 
NAW Buyer, LLC(1)(2)Delayed Draw Term Loan9,223 9,223 
NAW Buyer, LLC(1)(2)Revolver2,075 1,845 
NeoxCo(1)(3)Delayed Draw Term Loan486 497 
Next Holdco, LLC(1)Delayed Draw Term Loan5,984 5,984 
Next Holdco, LLC(1)Revolver2,321 2,321 
NF Holdco, LLC(1)Revolver1,183 887 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan936 958 
OA Buyer, Inc.(1)Revolver1,154 1,331 
OAC Holdings I Corp(1)(2)Revolver1,076 1,370 
Omni Intermediate Holdings, LLC(1)Delayed Draw Term Loan— 806 
OSP Hamilton Purchaser, LLC(1)(2)Revolver1,607 1,607 
OSP Hamilton Purchaser, LLC(1)(2)Delayed Draw Term Loan5,319 5,319 

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Pare SAS (SAS Maurice MARLE)(1)(2)Delayed Draw Term Loan2,100 2,100 
Parkview Dental Holdings, LLC(1)(2)Delayed Draw Term Loan328 328 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,939 3,939 
PDQ.Com Corporation(1)Delayed Draw Term Loan2,679 2,679 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Acquisition Facility1,255 1,284 
Process Insights Acquisition, Inc.(1)Delayed Draw Term Loan1,220 1,220 
Process Insights Acquisition, Inc.(1)Revolver1,125 — 
Process Insights Acquisition, Inc.(1)Revolver— 1,323 
ProfitOptics, LLC(1)(2)Revolver35 84 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan163 211 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan201 206 
Qualified Industries, LLC(1)Revolver364 364 
Questel Unite(1)(2)(3)Incremental Term Loan2,733 2,795 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,682 1,682 
R1 Holdings, LLC(1)Revolver1,947 1,947 
Randys Holdings, Inc.(1)Delayed Draw Term Loan4,854 5,516 
Randys Holdings, Inc.(1)Revolver1,716 1,658 
Rocade Holdings LLC(1)Preferred Equity2,000 2,000 
Rock Labor, LLC(1)(2)Revolver941 941 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,229 1,229 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,531 — 
Royal Buyer, LLC(1)Revolver2,330 1,787 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility— 42 
Sanoptis S.A.R.L.(1)(2)(3)CAF Term Loan691 2,186 
SBP Holdings LP(1)Delayed Draw Term Loan— 151 
SBP Holdings LP(1)Delayed Draw Term Loan10,774 15,062 
SBP Holdings LP(1)Revolver710 1,065 
Scaled Agile, Inc.(1)(2)Revolver280 280 
Scout Bidco B.V.(1)(2)(3)Revolver313 320 
Simulation Software Investment Company Pty Ltd(1)(2)Delayed Draw Term Loan408 408 
Sinari Invest(1)(2)(3)Delayed Draw Term Loan604 617 
SISU ACQUISITIONCO., INC(1)(2)Delayed Draw Term Loan80 160 
Smartling, Inc.(1)Revolver1,038 1,038 
SmartShift Group, Inc.(1)Delayed Draw Term Loan5,690 5,690 
SmartShift Group, Inc.(1)Revolver2,731 2,731 
Solo Buyer, L.P.(1)Revolver1,330 1,330 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Delayed Draw Term Loan399 399 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Revolver117 90 
Spatial Business Systems LLC(1)Delayed Draw Term Loan1,875 1,875 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan331 398 
Superjet Buyer, LLC(1)Revolver1,369 1,369 
SVI International LLC(1)Delayed Draw Term Loan74 — 
SVI International LLC(1)Revolver74 — 
Syntax Systems Ltd(1)Revolver259 358 
Tank Holding Corp(1)Delayed Draw Term Loan1,126 1,358 

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Tank Holding Corp(1)Revolver491 480 
Tanqueray Bidco Limited(1)(4)Capex Facility1,143 1,153 
Techone B.V.(1)(2)(3)Revolver238 146 
Tencarva Machinery Company, LLC(1)(2)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan— 2,724 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver1,233 1,233 
The Cleaver-Brooks Company, Inc.(1)Revolver2,768 2,768 
The Hilb Group, LLC(1)Delayed Draw Term Loan— 672 
Trader Corporation(1)(6)Revolver345 354 
Trintech, Inc.(1)Revolver1,020 1,020 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan2,244 2,244 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan911 1,469 
TSYL Corporate Buyer, Inc.(1)Revolver642 642 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan— 1,509 
UBC Ledgers Holding AB(1)(2)(9)Delayed Draw Term Loan791 840 
UBC Ledgers Holding AB(1)(2)(9)Revolver262 278 
Union Bidco Limited(1)(4)Acquisition Facility220 222 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility621 636 
Unither (Uniholding)(1)(3)Delayed Draw Term Loan468 479 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan2,333 2,360 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 107 
West-NR AcquisitionCo., LLC(1)Delayed Draw Term Loan3,750 3,750 
Whitcraft Holdings, Inc.(1)Revolver1,308 2,347 
White Bidco Limited(1)Delayed Draw Term Loan514 514 
Woodland Foods, LLC(1)(2)Line of Credit244 492 
World 50, Inc.(1)(2)Revolver1,703 — 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan6,627 — 
WWEC Holdings III Corp(1)(2)Revolver3,359 1,514 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan3,202 4,125 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan762 2,932 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan4,388 — 
ZB Holdco LLC(1)(2)Revolver541 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility— 1,333 
Total unused commitments to extend financing$283,522 $267,681 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(8)Actual commitment amount is denominated in Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swedish kronor. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2024 and 2023:
 Three Months EndedThree Months Ended
($ in thousands, except share and per share amounts)March 31, 2024March 31, 2023
Per share data:
Net asset value at beginning of period$20.84 $20.55 
Net investment income (1)0.57 0.61 
Net realized gain (loss) on investments / foreign currency transactions / forward currency contracts (1)(0.27)(0.42)
Net unrealized appreciation (depreciation) on investments / foreign currency transactions / forward currency contracts (1)0.42 0.57 
Total increase from investment operations (1)0.72 0.76 
Dividends paid to stockholders from net investment income(0.60)(0.49)
Dividends paid to stockholders from short-term realized gains— (0.02)
Total dividends declared(0.60)(0.51)
Net asset value at end of period$20.96 $20.80 
Shares outstanding at end of period78,202,476 53,790,939 
Net assets at end of period$1,639,197 $1,118,966 
Average net assets$1,365,329 $1,092,490 
Ratio of total expenses to average net assets (annualized) (2)9.88 %9.69 %
Ratio of net investment income to average net assets (annualized) (2)11.88 %11.96 %
Portfolio turnover ratio (annualized)7.07 %2.25 %
Total return (3)3.49 %3.74 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies, including joint ventures.
(3)Total return is calculated as the change in NAV per share during the period, divided by the beginning NAV per share and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period.
9. SUBSEQUENT EVENTS
On April 1, 2024, the Company sold 3,262,785.81 unregistered shares of its common stock (with the number of shares issued being determined on April 23, 2024), for aggregate consideration of approximately $68.4 million at a price per share of $20.96, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by the Company and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder and/or Regulation S under the Securities Act.
On May 7, 2024, the Board declared regular monthly distributions for June 2024 through August 2024. The regular monthly cash distributions, each in the gross amount of $0.20 per share, are payable on June 27, 2024, July 29, 2024 and August 28, 2024, to stockholders of record on June 25, 2024, July 26, 2024 and August 26, 2024, respectively.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three months ended March 31, 2024, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2023. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend, “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (“SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and are externally managed by Barings LLC (“Barings” or the “Adviser”), an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). In addition, we have elected for federal income tax purposes to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code’) and expect to maintain our qualification as a RIC annually thereafter.
An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of an amended and restated investment advisory agreement (“Advisory Agreement”) and an administration agreement (“Administration Agreement”).

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We are a non-exchange traded, privately offered perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “privately offered perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the BDC on a continuous basis in private offerings at a price equal to the BDC’s net asset value (“NAV”) per share.
Our primary investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. We focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities, high-yield investments and/or mortgage securities. Barings employs fundamental credit analysis, and targets investments in businesses with low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk relative to other businesses in this market segment. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and seeks to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated, would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
Formation Transactions/Initial Portfolio
On May 12, 2021, shortly prior to our election to be regulated as a BDC and conversion to a Maryland corporation, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, we acquired from, Massachusetts Mutual Life Insurance Company (“MassMutual”) and C.M. Life Insurance Company (“CM Life”), a subsidiary of MassMutual, a select portfolio of senior secured private debt investments in, and funding obligations to, well-established middle-market businesses that operate across a wide range of industries (the “Initial Portfolio”).
The investments in the Initial Portfolio were selected based upon our defined investment objective, amount and type of unfunded obligations associated with each investment and the investment requirements set forth under the 1940 Act or otherwise imposed by applicable laws, rules or regulations, including in accordance with our election to be treated as a RIC for tax purposes.
The aggregate purchase price for the Initial Portfolio was $602.4 million, which is equal to the sum of the fair values of each investment in the Initial Portfolio at the time of purchase of the Initial Portfolio, net of accrued fees associated with certain unfunded obligations in the Initial Portfolio. The investments in the Initial Portfolio were valued as of March 31, 2021 by an independent third-party valuation firm, provided that any investments in the Initial Portfolio acquired by MassMutual or CM Life after March 31, 2021 were initially valued at cost. In connection with the acquisition of the Initial Portfolio, Barings conducted certain valuation procedures to confirm whether there had been any material changes to the fair value of the investments and obligations in the Initial Portfolio from the previously determined fair value thereof and concluded that no purchase price adjustments were necessary given the absence of any such material changes.
We continue to invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Terms of our senior secured private debt investments are generally between five and seven years and bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities.
As of both March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 11.1%. As of both March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 11.0%.

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Relationship with Our Adviser, Barings
Our Adviser, Barings, a wholly-owned subsidiary of MassMutual, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Advisers Act. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $324.0 billion Global Fixed Income Platform (as of March 31, 2024) that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the U.S. and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of March 31, 2024, BIIL had approximately £17.0 billion in assets under management.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 43 investment professionals (as of March 31, 2024) located in three offices in the United States. The U.S. Investment Team provides a full set of solutions to the North American middle market, including first and second lien senior secured loans, unitranche structures, revolvers, mezzanine debt and equity co-investments. The U.S. Investment Team averages approximately 20 years of industry experience at the Managing Director and Director level. Also included in Barings GPFG are its Europe and Asia-Pacific Investment Committees and Private Finance Teams, which are responsible for our investment origination and portfolio monitoring activities for middle-market companies in Europe and Asia-Pacific geographies. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
We have entered into an expense support agreement (the “Expense Support Agreement”) with Barings, pursuant to which Barings may elect to pay certain of our expenses on our behalf (“Expense Payments”), including organization and offering expenses, provided that no portion of the payment will be used to pay any of our interest expenses or any distribution and/or shareholder servicing fees. Any Expense Payment that Barings commits to pay must be paid by Barings to us in any combination of cash or other immediately available funds no later than forty-five days after such commitment is made in writing, and/or offset against amounts due from us to Barings or its affiliates. If Barings elects to pay certain of our expenses, Barings will be entitled to reimbursement of such expenses from us if Available Operating Funds (as defined in “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements) exceed the cumulative distributions accrued to our stockholders, subject to the terms of the Expense Support Agreement.
Portfolio Composition
The total fair value of our investment portfolio was $2,271.4$2,568.9 million and $2,157.9$2,458.9 million as of March 31, 20232024 and December 31, 2022,2023, respectively. As of March 31, 2023,2024, we had investments in 288305 portfolio companies with an aggregate cost of $2,287.1$2,575.8 million. As of December 31, 2022,2023, we had investments in 280302 portfolio companies with an aggregate cost of $2,187.5$2,467.7 million. As of March 31, 20232024 and December 31, 2022,2023, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
93
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As of March 31, 20232024 and December 31, 2022,2023, our investment portfolio consisted of the following investments:
($ in thousands)($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
March 31, 2023:
March 31, 2024:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$1,904,516 83 %$1,872,391 83 %$2,062,235 80 80 %$2,038,809 80 80 %
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
170,578 165,123 
Structured productsStructured products27,849 24,426 
Equity sharesEquity shares145,965 180,623 
Equity warrantsEquity warrants— 1,073 — 
Investment in joint venturesInvestment in joint ventures38,201 27,762 
$2,287,113 100 %$2,271,398 100 %
$
$
$2,575,830 100 %$2,568,911 100 %
($ in thousands)($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
December 31, 2022:
December 31, 2023:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$1,817,043 83 %$1,777,492 82 %$1,981,715 80 80 %$1,958,306 80 80 %
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
169,463 163,899 
Structured productsStructured products28,560 25,022 
Equity sharesEquity shares130,616 158,131 
Equity warrantsEquity warrants— 1,083 — 
Investment in joint venturesInvestment in joint ventures41,815 32,253 
$2,187,501 100 %$2,157,880 100 %
$
$
$2,467,727 100 %$2,458,929 100 %
Investment Activity
During the three months ended March 31, 2024, we made 10 new investments totaling $129.7 million, made additional investments in existing portfolio companies totaling $146.4 million and made additional investments in existing joint venture equity portfolio companies totaling $1.4 million. We had 11 loans repaid totaling $100.4 million and received $22.5 million of portfolio company principal payments and sales proceeds and recognized a net realized gain on these transactions of $0.3 million. We sold $40.2 million of middle-market portfolio debt investments to one of our joint ventures, realizing a loss on these transactions of $22.8 thousand and recognized a loss of $4.3 million on one of our investments that was restructured. In addition, we received proceeds related to the sale of equity investments totaling $3.7 million and recognized a net realized gain on such sales totaling $0.5 million. Lastly, we received $1.0 million of return of capital from one of our joint ventures.
During the three months ended March 31, 2023, we made nine new investments totaling $71.8 million, made additional investments in existing portfolio companies totaling $59.3 million and made a $12.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 4 loans repaid at par totaling $29.2 million and received $11.0 million of portfolio company principal payments and salesales proceeds, recognizing a net loss on these transactions of $0.5 million. In addition, we recognized a loss of $0.6 million on one of our debt investments that was restructured. Finally, we received $3.6 million of return of capital from one of our joint ventures.
During the three months ended March 31, 2022, we made new investments totaling $154.5 million, made additional investments in existing portfolio companies totaling $63.4 million, and made additional investments in existing joint venture equity portfolio companies totaling $6.8 million. We had 5 loans repaid at par totaling $7.0 million and received $2.5 million of portfolio company principal payments during the same period.

103
94


Total portfolio investment activity for the three months ended March 31, 20232024 and 20222023 was as follows:
Three Months Ended
March 31, 2024:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity
Warrants
Investment in Joint VenturesTotal
Fair value, beginning of period$1,958,306 $148,450 $23,947 $297,213 $2,475 $28,538 $2,458,929 
New investments250,445 21,836 — 3,779 — 1,410 277,470 
Investment restructuring(12,566)— — 12,536 30 — — 
Proceeds from sales of investments/return of capital(40,481)— — (3,666)— (951)(45,098)
Loan origination fees received(5,533)(563)— — — — (6,096)
Principal repayments received(111,236)(10,676)(714)— — — (122,626)
Payment-in-kind interest/dividends568 789 — 3,219 — — 4,576 
Accretion of loan premium/discount206 35 — — — 245 
Accretion of deferred loan origination revenue3,014 177 — — — — 3,191 
Realized gain (loss)(3,897)— — 338 — — (3,559)
Unrealized appreciation (depreciation)(17)(1,442)2,290 664 132 252 1,879 
Fair value, end of period$2,038,809 $158,606 $25,527 $314,083 $2,637 $29,249 $2,568,911 
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity
Warrants
Investment in Joint VenturesTotal
Fair value, beginning of period$1,777,492 $163,899 $25,022 $158,131 $1,083 $32,253 $2,157,880 
New investments127,129 663 — 15,349 — — 143,141 
Proceeds from sales of investments/return of capital— — — — — (3,614)(3,614)
Loan origination fees received(3,560)(20)— — — — (3,580)
Principal repayments received(38,759)(685)(714)— — — (40,158)
Payment-in-kind interest/dividends1,204 991 — — — — 2,195 
Accretion of loan premium/discount151 48 — — — 202 
Accretion of deferred loan origination revenue2,482 121 — — — — 2,603 
Realized gain (loss)(1,173)(4)— — — — (1,177)
Unrealized appreciation (depreciation)7,425 110 115 7,143 (10)(877)13,906 
Fair value, end of period$1,872,391 $165,123 $24,426 $180,623 $1,073 $27,762 $2,271,398 

104

Three Months Ended
March 31, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Investment in Joint VenturesTotal
Fair value, beginning of period$1,141,252 $114,779 $19,566 $75,040 $47,011 $1,397,648 
New investments198,574 9,734 — 9,567 6,759 224,634 
Proceeds from sales of investments(219)— — — — (219)
Loan origination fees received(4,770)18 — — — (4,752)
Principal repayments received(9,064)(361)— — — (9,425)
Payment-in-kind interest600 211 — — — 811 
Accretion of loan premium/discount— — 11 
Accretion of deferred loan origination revenue1,473 81 — — — 1,554 
Realized gain (loss)(132)(11)— — — (143)
Unrealized appreciation (depreciation)(4,149)(1,597)(197)17,977 (3,720)8,314 
Fair value, end of period$1,323,568 $122,858 $19,373 $102,584 $50,050 $1,618,433 
95


Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of March 31, 2023,2024, we had onefive portfolio companycompanies with its debt investmentinvestments on non-accrual, the aggregate fair value of which was $8.5$9.8 million, which comprised 0.4% of the total fair value of our portfolio, and the aggregate cost of which was $16.8$18.1 million, which comprised 0.7% of the total cost of our portfolio. As of December 31, 2022,2023, we had onetwo portfolio companycompanies with itstheir debt investmentinvestments on non-accrual, the aggregate fair value of which was $6.3$14.0 million, which comprised 0.3%0.6% of the total fair value of our portfolio, and the aggregate cost of which was $16.8$18.2 million, which comprised 0.8%0.7% of the total cost of our portfolio.
A summary of our non-accrual assetassets as of March 31, 20232024 is provided below:
Core Scientific,Anju Software, Inc.
During the quarter ended DecemberSeptember 30, 2023, we placed our first lien senior secured debt investment in Anju Software, Inc., or Anju Software, on non-accrual status. As a result, under U.S. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our first lien senior secured debt investment in Anju Software for financial reporting purposes. As of March 31, 2022,2024, the cost of our first lien senior secured debt investment in Anju Software was $1.4 million and the fair value of such investment was $0.3 million.
Canadian Orthodontic Partners Corp.
During the quarter ended March 31, 2024, we placed our debt investment in Core Scientific Inc.Canadian Orthodontic Partners Corp., or Core Scientific,Canadian Orthodontics, on non-accrual status effective with the monthly payment due October 31, 2022.status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Core ScientificCanadian Orthodontics for financial reporting purposes. As of March 31, 2023,2024, the cost of our debt investment in Core ScientificCanadian Orthodontics was $16.8$4.9 million and the fair value of such investment was $8.5$2.9 million.
GPNZ II GmbH
During the quarter ended March 31, 2024, we placed our debt investments in GPNZ II GmbH., or GPNZ, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in GPNZ for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in GPNZ was $0.6 million and the fair value of such investments was $0.4 million.
Marmoutier Holding B.V.
During the quarter ended March 31, 2024, we placed our debt investments in Marmoutier Holding B.V., or Marmoutier, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Marmoutier for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in Marmoutier was $2.6 million and the fair value of such investments was $1.2 million.
Sandvine Corporation
During the quarter ended March 31, 2024, we placed our debt investments in Sandvine Corporation, or Sandvine, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Sandvine for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in Sandvine was $8.5 million and the fair value of such investments was $5.0 million.

105



Results of Operations
Comparison of the three months ended March 31, 20232024 and 20222023
Operating results for the three months ended March 31, 20232024 and 20222023 were as follows:
Three Months
Ended
Three Months
Ended
Three Months
Ended
($ in thousands)
($ in thousands)
($ in thousands)
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2023March 31, 2022
Total investment income
Total investment income
Total investment incomeTotal investment income$59,122 $29,291 
Total operating expensesTotal operating expenses26,404 8,459 
Total operating expenses
Total operating expenses
Net investment income before taxes
Net investment income before taxes
Net investment income before taxesNet investment income before taxes32,718 20,832 
Income taxes, including excise tax expenseIncome taxes, including excise tax expense53 
Income taxes, including excise tax expense
Income taxes, including excise tax expense
Net investment income after taxesNet investment income after taxes32,665 20,831 
Net investment income after taxes
Net investment income after taxes
Net realized gains (losses)
Net realized gains (losses)
Net realized gains (losses)Net realized gains (losses)(22,384)271 
Net unrealized appreciation (depreciation)Net unrealized appreciation (depreciation)30,246 11,620 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions7,862 11,891 
Net unrealized appreciation (depreciation)
Net unrealized appreciation (depreciation)
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts
Net increase in net assets resulting from operations
Net increase in net assets resulting from operations
Net increase in net assets resulting from operationsNet increase in net assets resulting from operations$40,527 $32,722 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
Ended
Three Months
Ended
Three Months
Ended
($ in thousands)
($ in thousands)
($ in thousands)
Investment income:
Investment income:
Investment income:
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2023March 31, 2022
Investment income:
Total interest income
Total interest income
Total interest incomeTotal interest income$49,976 $21,471 
Total dividend incomeTotal dividend income3,712 4,423 
Total dividend income
Total dividend income
Total fee and other income
Total fee and other income
Total fee and other incomeTotal fee and other income3,354 2,001 
Total payment-in-kind interest incomeTotal payment-in-kind interest income2,071 1,396 
Total payment-in-kind interest income
Total payment-in-kind interest income
Interest income from cash
Interest income from cash
Interest income from cashInterest income from cash— 
Total investment incomeTotal investment income$59,122 $29,291 
Total investment income
Total investment income
The change in total investment income for the three months ended March 31, 2023,2024, as compared to the three months ended March 31, 2022,2023, was primarily due to an increase in the average size our portfolio, an increase in the weighted average yield on the portfolio from higher base rates, an increase in acceleration of unamortized OID and unamortized loan origination
96


fee income associated with repayments of loans and increased payment-in-kind (“PIK”) interest income. The amount of our outstanding debt investments was $2,136.8 million as of March 31, 2023, as compared to $1,498.5 million as of March 31, 2022. The increase in the average size of our portfolio was largely due to theand increased middle-market investmentdividends from portfolio companies and special situation investment opportunities.joint venture investments. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 11.1% as of March 31, 2024, as compared to 10.3% as of March 31, 2023, as compared to 6.7%2023. The amount of our outstanding debt investments was $2,290.7 million as of March 31, 2022.2024, as compared to $2,136.8 million as of March 31, 2023. The increase in the average size of our portfolio was largely due to net additions in middle-market and special situation investments. For the three months ended March 31, 2023,2024, dividends from portfolio companies and joint venture investments were $3.7$6.7 million, as compared to $4.4$3.7 million for the three months ended March 31, 2022.2023. For the three months ended March 31, 2023, acceleration of unamortized OID2024, PIK interest income and unamortized loan origination fee totaled $0.5was $2.4 million, as compared to $0.1$2.1 million for the three months ended March 31, 2022. For the three months ended March 31, 2023, PIK interest income was $2.1 million, as compared to $1.4 million for the three months ended March 31, 2022.2023.
OperatingBase Management Fee
The Base Management Fee is calculated at an annual rate of 0.75% of the Company’s average gross assets, including assets purchased with borrowed funds or other forms of leverage but excluding (i) cash and cash equivalents (as defined below) and (ii) net unsettled purchases and sales of investments. For services rendered under the Advisory Agreement, the Base Management Fee is payable quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated; provided, that upon the end of the first calendar quarter following the Initial Closing, the Base Management Fee is calculated based on the value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) as of such calendar quarter-end; provided further, that upon the end of the second calendar quarter following the Initial Closing, the Base Management Fee is calculated based on the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each of the first two calendar quarters following the Initial Closing (including the quarter for which such fees are being calculated).
The Base Management Fee for any partial quarter will be appropriately pro-rated. All or any part of the Base Management Fee not taken as to any quarter will be deferred without interest and may be taken in any quarter prior to the occurrence of a liquidity event (if any). For purposes of the Advisory Agreement, “cash equivalents” means U.S. government securities, money market fund investments, commercial paper instruments and other similar cash equivalent investments maturing within one year of purchase.
For the three months ended March 31, 2024 and 2023, the Base Management Fees determined in accordance with the terms of the Advisory Agreement were approximately $4.6 million and $3.8 million, respectively. As of March 31, 2024, the Base Management Fee of $4.6 million for the three months ended March 31, 2024 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2023, the Base Management Fee of $4.4 million for the three months ended December 31, 2023 was unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.

65


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The Incentive Fee
The Incentive Fee under the Advisory Agreement is based on the Company’s income, as described below.
No portion of the Incentive Fee is payable until the completion of the first full calendar quarter following the one-year anniversary of the initial effective date of the Advisory Agreement, May 13, 2021 (the “Initial Effective Date”). Upon the completion of the first full calendar quarter following the one-year anniversary of the Initial Effective Date and thereafter, the Incentive Fee is determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the Hurdle Amount (as defined below) in respect of the Trailing Twelve Months. The Hurdle Amount is determined on a quarterly basis, and is calculated by multiplying 8.0% by the average of the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Months. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
The calculation of the Incentive Fee for each quarter will be as follows:    
No Incentive Fee will be payable to the Adviser in any calendar quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months does not exceed the Hurdle Amount;
100% of the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 8.889% by the average of the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Months. The Catch-Up Amount is intended to provide the Adviser with an Incentive Fee of 10% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for the Trailing Twelve Months; and
For any quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months exceeds the Catch-Up Amount, the Incentive Fee will equal 10% of the amount of the Company’s Pre-Incentive Fee Net Investment Income for such Trailing Twelve Months, as the Hurdle Amount and Catch-Up Amount will have been achieved.
Subject to the Incentive Fee Cap (discussed below), the amount of the Incentive Fee that will be paid to Barings for a particular quarter will equal the aggregate Incentive Fee calculated as set forth above, less the aggregate Incentive Fees that were paid to Barings in the preceding three calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Months.
The Incentive Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (x) 0.50% of the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each quarter during the Trailing Twelve Months and appropriately adjusted for any share issuances or repurchases during the period (the “Average TTM Gross Assets”), or (y) in the event that the Company’s Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Months is less than 9.0%, the Incentive Fee Cap will equal 0.20% of the Average TTM Gross Assets; provided that, if the Incentive Fee Cap as calculated in clause (x) of this paragraph applies in any quarter, in no event will the Company pay any incentive fee (or portion thereof) during such quarter to the extent that it would cause the Cumulative Net Investor Return (as defined below) during the relevant Trailing Twelve Months to be reduced to an amount below what the Cumulative Net Investor Return during such period would have been if the Incentive Fee Cap for such quarter had been calculated in accordance with clause (y) of this paragraph.
For purposes of the Advisory Agreement:
“Cumulative Net Investor Return” during the relevant Trailing Twelve Months means (1) (a) the Company’s aggregate interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or

66


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
other fees that the Company receives from portfolio companies, but excluding, for the avoidance of doubt, any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation) accrued during the period, minus the Company’s operating expenses accrued during the period (including, without limitation, the Base Management Fee, administration expenses, any interest expense and dividends paid on any issued and outstanding preferred stock and the incentive fee) in respect of the Trailing Twelve Months less (b) any Net Capital Loss (if positive), in respect of the Trailing Twelve Months, divided by (2) the average of the Company’s NAVs measured at the beginning of each quarter in the Trailing Twelve Months.
“Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Months means (1) (a) the aggregate Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Months less (b) any Net Capital Loss (if positive), in respect of the Trailing Twelve Months, divided by (2) the average of the Company’s NAVs measured at the beginning of each quarter in the Trailing Twelve Months.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses on the Company’s assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains on the Company’s assets, whether realized or unrealized, in such period.
If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no Incentive Fee to Barings in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee as calculated above, the Company will pay Barings the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Incentive Fee as calculated above, the Company will pay Barings the Incentive Fee for such quarter without regard to the Incentive Fee Cap.
The fees that are payable under the Advisory Agreement for any partial period will be appropriately prorated. The fees are calculated using detailed policies and procedures approved by Barings and the Board, including a majority of its directors who are not “interested persons” of the Company, as defined in Section 2(a)(19) of the 1940 Act (“Independent Directors”), and such policies and procedures are consistent with the description of the calculation of the fees set forth above.
Barings may elect to defer or waive all or a portion of the fees that would otherwise be paid to it in its sole discretion. Any portion of a fee not taken as to any period will be deferred without interest and may be taken in any such other period prior to the occurrence of a liquidity event (if any) as Barings may determine in its sole discretion.
For the three months ended March 31, 2024 and 2023, the Incentive Fees determined in accordance with the terms of the Advisory Agreement were $3.1 million and $2.6 million, respectively. As of March 31, 2024, the Incentive Fee of $3.1 million for the three months ended March 31, 2024 was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2023, the Incentive Fee of $3.0 million for the three months ended December 31, 2023 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.
The Advisory Agreement had an initial term of two years. The Advisory Agreement was most recently re-approved on May 7, 2024 by our Board, including a majority of Independent Directors, and will continue automatically for successive one-year periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Directors. The Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (i) by the vote of a majority of the outstanding voting securities of the Company or (ii) by the vote of the Board, or (iii) by the Adviser upon 90 days’ written notice. The Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).
Payment of Expenses
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2023March 31, 2022
Operating expenses:
Interest and other financing fees$18,563 $5,076 
Base management fees3,849 2,169 
Incentive fee2,594 — 
Other general and administrative expenses1,398 1,214 
Total operating expenses$26,404 $8,459 
All investment professionals of Barings and its staff, when and to the extent engaged in providing investment advisory and management services under the Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by Barings and not by the Company. The Company bears all other costs and expenses of its operations and transactions, including, without limitation, those relating to:
Interestorganizational and Other Financing Feesoffering expenses;
Interestinvestment advisory and management fees payable under the Advisory Agreement;
all other non-investment advisory expenses incurred by the Company or Barings in connection with administering the Company’s business (including payments under the Administration Agreement (as defined below) based upon the Company’s allocable portion of Barings’ overhead in performing its obligations under the Administration Agreement,

67


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
including rent and the allocable portion of the cost of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs); and
all other expenses of the Company’s operations and transactions, including those listed in the Advisory Agreement.
Sub-Advisory Agreement
Barings has retained Baring International Investment Limited (“BIIL”), its indirect, wholly-owned subsidiary, as a sub-adviser to manage the Company’s European investments, pursuant to the terms of a sub-advisory agreement (the “Sub-Advisory Agreement”). BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England.
Under the terms of the Sub-Advisory Agreement and except as expressly provided for therein, BIIL provides advisory services with respect to the Company’s European investments on terms and conditions that are, as far as possible, identical to the terms and conditions under which Barings itself serves as its investment adviser under the Advisory Agreement. In addition, except as expressly set forth in the Sub-Advisory Agreement, BIIL is entitled to the same rights and protections as Barings is under the terms of the Advisory Agreement. Barings maintains oversight responsibilities for BIIL’s activities as they relate to the Company’s investment portfolio (including BIIL’s compliance with the requirements set out, referred to or contemplated by the Advisory Agreement), but BIIL is not under the day-to-day direction and supervision of Barings with respect to such activities; provided, however, that Barings retains ultimate discretion over the selection, acquisition and disposal of assets to or from the Company’s investment portfolio. Barings, and not the Company, is solely responsible for paying compensation to BIIL, which amount shall be a portion of the management fees paid by the Company to Barings under the Advisory Agreement, as agreed to between Barings and BIIL from time to time.
The Sub-Advisory Agreement had an initial term of two years. The Sub-Advisory Agreement was most recently re-approved on May 7, 2024 by our Board, including a majority of the Independent Directors, and will continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (1) the vote of the Board, or by the vote of a majority of the Company’s outstanding voting securities, and (2) the vote of a majority of the Independent Directors. The Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (1) by the vote of a majority of the Company’s outstanding voting securities, (2) by the vote of the Board, (3) by Barings, or (4) by BIIL. The Sub-Advisory Agreement will automatically terminate in the event of its or the Advisory Agreement’s “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act) or upon termination of the Advisory Agreement. As of March 31, 2024, BIIL had approximately £17.0 billion in assets under management.
Administration Agreement
Under the terms of an administration agreement (the “Administration Agreement”) with the Adviser, the Adviser also performs (or oversees, or arranges for, the performance of) the administrative services necessary for the Company to operate (in such capacity, the “Administrator”), including, but not limited to, providing office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as the Administrator, subject to review by the Board, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement. The Administrator also, on behalf of the Company and subject to oversight by the Board, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
The Company reimburses Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by the Company and Barings quarterly in arrears. In no event will the agreed-upon quarterly expense amount exceed the amount of expenses that would otherwise be reimbursable by the Company under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount.
The costs and expenses incurred by the Administrator on behalf of the Company under the Administration Agreement include, but are not limited to:
• the allocable portion of the Administrator’s rent for the Company’s Chief Financial Officer and the Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
• the allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such personnel in connection with performing administrative services for the Company under the Administration Agreement;
• the actual cost of goods and services used for the Company and obtained by the Administrator from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. GAAP;
• all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and
• costs associated with (a) the monitoring and preparation of regulatory reporting, including filings with the SEC and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications.
For the three months ended March 31, 2024 and 2023, the Company incurred and was invoiced by the Administrator expenses of approximately $0.5 million and $0.6 million, respectively. As of March 31, 2024, administrative expenses of $0.5 million incurred during the three months ended March 31, 2024 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2023, administrative expenses of $0.4 million incurred during the three months ended December 31, 2023 were unpaid and included in “Administrative fees payable” in the accompanying Consolidated Balance Sheet.
The Administration Agreement had an initial term of two years. The Administration Agreement was most recently re-approved on May 7, 2024 by our Board, including a majority of the Independent Directors, and will continue automatically for successive one-year periods so long as such continuance is specifically approved at least annually by the Board, including a majority of the Independent Directors. The Administration Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board, or by the Adviser, upon 90 days’ written notice to the other party. The Administration Agreement may not be assigned by a party without the consent of the other party.
Expense Support and Conditional Reimbursement Agreement
The Company has entered into an expense support agreement (the “Expense Support Agreement”) with Barings, pursuant to which Barings may elect to pay certain of the Company’s expenses on its behalf (“Expense Payment”), including organization and offering expenses, provided that no portion of the payment will be used to pay any interest expense or distribution and/or shareholder servicing fees of the Company. Any Expense Payment that Barings commits to pay must be paid by Barings to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment is made in writing, and/or offset against amounts due from us to Barings or its affiliates.
Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s stockholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess referred to herein as “Excess Operating Funds”), the Company will pay such Excess Operating Funds, or a portion thereof, to Barings until such time as all Expense Payments made by Barings to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company under the Expense Support Agreement are referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).
The amount of the Reimbursement Payment for any calendar quarter will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by Barings to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to Barings; provided that Barings may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.
The Company’s obligation to make a Reimbursement Payment will automatically become a liability of the Company on the last business day of the applicable calendar quarter, except to the extent Barings has waived its right to receive such

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
payment for the applicable quarter. The Reimbursement Payment for any calendar quarter will be paid by the Company to Barings in any combination of cash or other immediately available funds as promptly as possible following such calendar quarter and in no event later than forty-five days after the end of such calendar quarter.
Either the Company or Barings may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by the Company to Barings will remain the obligation of the Company following any such termination, subject to the terms of the Expense Support Agreement.
There were no Expense Payments or Reimbursement Payments made during the three months ended March 31, 2024 or 2023.
3. INVESTMENTS
Portfolio Composition
The Company predominately invests in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. The Adviser’s existing SEC co-investment exemptive relief under the 1940 Act permits the Company and the Adviser’s affiliated private funds and SEC regulated funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.
The cost basis of the Company’s debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and payment-in-kind (“PIK”) interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, as of March 31, 2024 and December 31, 2023 are shown in the following table:
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
Percentage of
Total
Net Assets
March 31, 2024:
Senior debt and 1st lien notes
$2,062,235 80 %$2,038,809 80 %124 %
Subordinated debt and 2nd lien notes
170,318 158,606 10 
Structured products26,435 25,527 
Equity shares271,205 10 314,083 12 19 
Equity warrants34 — 2,637 — — 
Investment in joint ventures45,603 29,249 
$2,575,830 100 %$2,568,911 100 %157 %
($ in thousands)
CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
Percentage of
Total
Net Assets
December 31, 2023:
Senior debt and 1st lien notes
$1,981,715 80 %$1,958,306 80 %150 %
Subordinated debt and 2nd lien notes
158,720 148,450 11 
Structured products27,146 23,947 
Equity shares254,999 10 297,213 12 23 
Equity warrants— 2,475 — — 
Investment in joint ventures45,143 28,538 
$2,467,727 100 %2,458,929 100 %188 %
During the three months ended March 31, 2024, the Company made 10 new investments totaling $129.7 million, made additional investments in existing portfolio companies totaling $146.4 million and made additional investments in existing joint venture equity portfolio companies totaling $1.4 million.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the three months ended March 31, 2023, the Company made nine new investments totaling $71.8 million, made additional investments in existing portfolio companies totaling $59.3 million and made a $12.0 million equity co-investment alongside certain affiliates in an existing portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation.
Industry Composition
The industry composition of investments at fair value at March 31, 2024 and December 31, 2023 was as follows:
($ in thousands)March 31, 2024Percent of PortfolioPercent of Total Net AssetsDecember 31, 2023Percent of PortfolioPercent of Total Net Assets
Aerospace and Defense$139,991 5.5 %8.5 %$118,617 4.8 %9.1 %
Automotive28,706 1.1 1.8 47,469 1.9 3.6 
Banking, Finance, Insurance and Real Estate409,426 15.9 25.0 401,512 16.3 30.7 
Beverage, Food and Tobacco42,938 1.7 2.6 25,223 1.0 1.9 
Capital Equipment73,195 2.9 4.5 72,457 3.0 5.5 
Chemicals, Plastics, and Rubber31,714 1.2 1.9 27,798 1.1 2.1 
Construction and Building23,142 0.9 1.4 21,657 0.9 1.7 
Consumer Goods: Durable54,053 2.1 3.3 53,766 2.2 4.1 
Consumer Goods: Non-durable42,797 1.7 2.6 37,547 1.5 2.9 
Containers, Packaging and Glass49,024 1.9 3.0 49,219 2.0 3.8 
Energy: Electricity8,736 0.3 0.5 8,389 0.3 0.6 
Environmental Industries59,100 2.3 3.6 61,116 2.5 4.7 
Healthcare and Pharmaceuticals215,218 8.4 13.1 226,610 9.2 17.3 
High Tech Industries382,172 14.9 23.3 372,585 15.2 28.5 
Hotel, Gaming and Leisure23,686 0.9 1.4 21,742 0.9 1.7 
Investment Funds and Vehicles29,249 1.1 1.8 28,538 1.2 2.2 
Media: Advertising, Printing and Publishing27,677 1.1 1.7 27,801 1.1 2.1 
Media: Broadcasting and Subscription5,696 0.2 0.3 5,767 0.2 0.4 
Media: Diversified and Production58,495 2.3 3.6 58,154 2.4 4.5 
Services: Business477,297 18.6 29.1 390,046 15.9 29.8 
Services: Consumer130,554 5.1 8.0 127,976 5.2 9.8 
Structured Products40,333 1.6 2.5 40,421 1.6 3.1 
Telecommunications23,441 0.9 1.4 23,688 1.0 1.8 
Transportation: Cargo129,098 5.0 7.9 150,066 6.1 11.5 
Transportation: Consumer51,717 2.0 3.2 49,022 2.0 3.8 
Utilities: Electric11,456 0.4 0.7 11,743 0.5 0.9 
Total$2,568,911 100.0 %156.7 %$2,458,929 100.0 %188.1 %
CPCF BPCC LLC
On June 8, 2023, the Company established a joint venture, CPCF BPCC LLC (“CPCF BPCC”), with Cresset Partners Private Credit Fund, LLC (“CPCF”) to invest in senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. During the three months ended March 31, 2024, the Company held a 9.1% partnership interest in CPCF BPCC. As of March 31, 2024, both the cost and fair value of the Company’s investment in CPCF BPCC were $9.3 million.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
For the three months ended March 31, 2024, CPCF BPCC declared $3.4 million in dividends, of which $0.3 million was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
The total value of CPCF BPCC’s investment portfolio was $252.0 million as of March 31, 2024 as compared to $212.3 million as of December 31, 2023. As of March 31, 2024, CPCF BPCC’s investments had an aggregate cost of $250.6 million as compared to $211.1 million as of December 31, 2023. As of March 31, 2024 and December 31, 2023, the CPCF BPCC investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
March 31, 2024:
Senior debt and 1st lien notes
$250,644 100 %$252,002 100 %
$250,644 100 %$252,002 100 %
December 31, 2023:
Senior debt and 1st lien notes
$211,115 100 %$212,256 100 %
$211,115 100 %$212,256 100 %
As of March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of CPCF BPCC’s outstanding debt investments was approximately 11.0% and 11.1%, respectively.
The industry composition of CPCF BPCC’s investments at fair value at March 31, 2024 and December 31, 2023 was as follows:
($ in thousands)March 31, 2024December 31, 2023
Aerospace and Defense$23,719 9.4 %$15,754 7.4 %
Automotive6,927 2.7 6,908 3.3 
Banking, Finance, Insurance and Real Estate12,991 5.2 12,729 6.0 
Capital Equipment22,861 9.1 22,834 10.8 
Chemicals, Plastics, and Rubber2,978 1.2 2,961 1.4 
Consumer Goods: Durable2,915 1.2 2,962 1.4 
Consumer Goods: Non-durable4,900 1.9 — — 
Energy: Electricity4,826 1.9 4,962 2.3 
Healthcare and Pharmaceuticals27,747 11.0 24,572 11.6 
High Tech Industries53,424 21.2 40,316 19.0 
Media: Advertising, Printing and Publishing6,265 2.5 6,478 3.1 
Media: Diversified and Production5,881 2.3 5,806 2.7 
Services: Business54,822 21.8 44,317 20.8 
Services: Consumer9,893 3.9 9,892 4.7 
Transportation: Cargo2,995 1.2 2,911 1.4 
Transportation: Consumer4,938 2.0 4,951 2.3 
Utilities: Electric3,920 1.5 3,903 1.8 
Total$252,002 100.0 %$212,256 100.0 %

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The geographic composition of CPCF BPCC’s investments at fair value at March 31, 2024 and December 31, 2023 was as follows:
($ in thousands)March 31, 2024December 31, 2023
Canada$9,961 3.9 %$9,959 4.7 %
France20,585 8.2 21,122 10.0 
Germany9,835 3.9 9,945 4.7 
Netherlands2,982 1.2 3,043 1.4 
United Kingdom5,693 2.3 5,968 2.8 
USA202,946 80.5 162,219 76.4 
Total$252,002 100.0 %$212,256 100.0 %
CPCF BPCC LLC’s credit facility with Citibank, N.A., which is non-recourse to the Company, initially closed on June 16, 2023, and had approximately $159.6 million and $133.3 million outstanding as of March 31, 2024 and December 31, 2023, respectively.
The Company may sell portions of its investments via assignment to CPCF BPCC. Since inception, as of March 31, 2024 and December 31, 2023, the Company had sold $252.7 million and $212.5 million, respectively, of its investments to CPCF BPCC. For the three months ended March 31, 2024, the Company realized a loss on the sales of its investments to CPCF BPCC of $22.8 thousand. As of both March 31, 2024 and December 31, 2023, the Company did not have any unsettled receivables due from CPCF BPCC. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing, for treatment as a sale and satisfies the following conditions:
assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;
each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company; and
the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
The Company has determined that CPCF BPCC is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in CPCF BPCC as it is not a substantially wholly owned investment company subsidiary. In addition, CPCF BPCC is not an operating company and the Company does not control CPCF BPCC due to the allocation of voting rights among CPCF BPCC members.
Thompson Rivers LLC
On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Thompson Rivers. Under Thompson Rivers’ current operating agreement, as amended to date, the Company has a capital commitment of $30.0 million of equity capital to Thompson Rivers, all of which has been funded as of March 31, 2024. As of March 31, 2024, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.
For the three months ended March 31, 2024 and 2023, Thompson Rivers declared $15.0 million and $57.0 million in dividends, respectively, of which nil was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three months ended March 31, 2024 and 2023, the Company recognized $1.0 million and $3.6 million of the dividends, respectively, as a return of capital.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024, Thompson Rivers had $307.7 million in Ginnie Mae early buyout loans and $7.7 million in cash. As of December 31, 2023, Thompson Rivers had $366.7 million in Ginnie Mae early buyout loans and $7.1 million in cash. As of March 31, 2024, Thompson Rivers had 1,974 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2023, Thompson Rivers had 2,305 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.
As of March 31, 2024 and December 31, 2023, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
March 31, 2024:
Federal Housing Administration (“FHA”) loans$306,491 93 %$287,390 93 %
Veterans Affairs (“VA”) loans21,604 20,295 
$328,095 100 %$307,685 100 %
December 31, 2023:
Federal Housing Administration (“FHA”) loans$360,847 93 %$342,240 93 %
Veterans Affairs (“VA”) loans25,810 24,491 
$386,657 100 %$366,731 100 %
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $70.2 million and $83.5 million outstanding as of March 31, 2024 and December 31, 2023, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $144.1 million and $170.8 million outstanding as of March 31, 2024 and December 31, 2023, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $45.1 million and $50.0 million outstanding as of March 31, 2024 and December 31, 2023, respectively.
The Company has determined that Thompson Rivers is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
As of March 31, 2024 and December 31, 2023, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 March 31, 2024
As of
 December 31, 2023
Total contributed capital by Barings Private Credit Corporation (1)$32,226 $32,226 
Total contributed capital by all members (2)$482,083 $482,083 
Total unfunded commitments by Barings Private Credit Corporation$— $— 
Total unfunded commitments by all members$— $— 
(1)Includes $2.2 million of dividend re-investments.
(2)Includes dividend re-investments of $32.1 million of total contributed capital by related parties.
Waccamaw River LLC
On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Waccamaw River. Under Waccamaw River’s current operating agreement, as amended to date, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, all of which has been funded as of March 31, 2024. As of March 31, 2024, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, all of which has been funded (including $14.0 million of recallable return of capital).

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
For the three months ended March 31, 2024 and 2023, Waccamaw River declared nil and $3.6 million in dividends, respectively, of which nil and $0.7 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
As of March 31, 2024, Waccamaw River had $154.9 million in unsecured consumer loans and $7.2 million in cash. As of December 31, 2023, Waccamaw River had $182.3 million in unsecured consumer loans and $6.6 million in cash. As of March 31, 2024, Waccamaw River had 19,291 outstanding loans with an average loan size of $9,764, remaining average life to maturity of 38.2 months and weighted average interest rate of 12.8%. As of December 31, 2023, Waccamaw River had 21,435 outstanding loans with an average loan size of $10,338, remaining average life to maturity of 40.0 months and weighted average interest rate of 12.7%.
Waccamaw River’s secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $55.9 million and $71.0 million outstanding as of March 31, 2024 and December 31, 2023, respectively. Waccamaw River’s secured loan borrowing with Barclays Bank PLC, which is non-recourse to the Company, had approximately $38.0 million and $51.3 million outstanding as of March 31, 2024 and December 31, 2023, respectively.
The Company has determined that Waccamaw River is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
As of March 31, 2024 and December 31, 2023, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 March 31, 2024
As of
 December 31, 2023
Total contributed capital by Barings Private Credit Corporation$25,000 $25,000 
Total contributed capital by all members (1)$139,020 $139,020 
Total unfunded commitments by Barings Private Credit Corporation$— $— 
Total unfunded commitments by all members$— $— 
(1)Includes $87.3 million of total contributed capital by related parties as of both March 31, 2024 and December 31, 2023.
Eclipse Business Capital Holdings LLC
On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $63.4 million, a second lien senior secured loan of $3.2 million and unfunded revolver of $9.6 million, alongside other related party affiliates. On August 12, 2022, the Company increased the unfunded revolver to $16.0 million. As of March 31, 2024 and December 31, 2023, $4.2 million and $3.9 million, respectively, of the revolver was funded. Eclipse conducts its business through Eclipse Business Capital LLC. Eclipse is one of the country’s leading independent asset-based lending (“ABL”) platforms that provides financing to middle-market borrowers in the U.S. and Canada. Eclipse provides revolving lines of credit and term loans ranging in size from $10 – $125 million that are secured by collateral such as accounts receivable, inventory, equipment, or real estate. Eclipse lends to both privately-owned and publicly-traded companies across a range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.
The Company has determined that Eclipse is not an investment company under ASC Topic 946, Financial Services -Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Eclipse because it does not provide services to the Company. Instead the Company accounts for its equity investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Rocade Holdings LLC
On February 1, 2023, the Company made an equity investment in Rocade Holdings LLC (“Rocade”) of $12.0 million, alongside other related party affiliates and made additional investments thereafter during the fiscal year ended December 31, 2023 of $96.0 million. The total equity invested in Rocade as of March 31, 2024 was $108.0 million (excluding preferred dividends) and the Company had $2.0 million of unfunded preferred equity commitments. Rocade conducts its business through Rocade LLC and operates as Rocade Capital. Rocade is one of the country’s leading litigation finance platforms that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. Rocade typically provides loans to law firms that are secured by the borrowing firm’s interests in award settlements, including contingency fees expected to be earned from successful litigation. The loans generally bear floating rate PIK interest with an overall expected annualized return between 10% and 25% and collect debt service upon receipt of settlement awards and/or contingency fees. The addition of Rocade to the portfolio allows the Company to participate in an uncorrelated asset class that offer differentiated income returns as compared to directly originated loans. Rocade is led by a seasoned team of litigation finance experts.
The Company has determined that Rocade is not an investment company under ASC Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Rocade because it does not provide services to the Company. Instead the Company accounts for its equity investment in Rocade in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
The Adviser conducts the valuation of the Company’s investments, upon which the Company’s NAV is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). The Company’s current valuation policy and processes were established by the Adviser and were approved by the Board.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.
There is no single approach for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of the Company’s Level 3 investments may differ significantly from fair

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser’s pricing committee.
At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. The Company’s middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investment in CPCF BPCC, Thompson Rivers and Waccamaw River
As CPCF BPCC, Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using the NAV of each company and the Company’s ownership percentage as a practical expedient. The NAV is determined in accordance with the specialized accounting guidance for investment companies.
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of March 31, 2024 and December 31, 2023. The weighted average range of unobservable inputs is based on fair value of investments.
March 31, 2024
($ in thousands)(2)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,657,375 Yield AnalysisMarket Yield6.1% – 27.0%11.0%Decrease
35,792 Market ApproachAdjusted EBITDA Multiple0.9x – 12.5x8.2xIncrease
279,000 Recent TransactionTransaction Price95.6% – 100.0%98.0%Increase
Subordinated debt and 2nd lien notes119,294 Yield AnalysisMarket Yield9.0% – 54.2%14.3%Decrease
17,380 Market ApproachAdjusted EBITDA Multiple6.0x – 11.0x8.1xIncrease
3,750 Recent TransactionTransaction Price100.0%100.0%Increase
Equity shares26,204 Yield AnalysisMarket Yield10.5% – 14.2%12.4%Decrease
260,673 Market ApproachAdjusted EBITDA Multiple5.5x – 27.5x10.9xIncrease
1,766 Market ApproachRevenue Multiple6.0x – 9.3x6.6xIncrease
8,027 Discounted Cash Flow AnalysisDiscount Rate14.5%14.5%Decrease
5,892 Net Asset ApproachLiabilities$(64,894.6)$(64,894.6)Decrease
1,928 Recent TransactionTransaction Price$0.00 – $1,037.50$419.92Increase
Equity warrants2,593 Market ApproachAdjusted EBITDA Multiple6.3x – 12.5x7.5xIncrease
(1) Excludes investments with an aggregate fair value amounting to $26,840, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) For structured products, investments with an aggregate fair value amounting to $16,603, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

During the three months ended March 31, 2024, one equity position with a fair value of $17.2 million transitioned from a market approach to a yield analysis valuation model. In addition, one senior debt and first lien note position with a fair value of $25.1 million transitioned from a yield analysis to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.




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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2023
($ in thousands)(3)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,684,709 Yield AnalysisMarket Yield7.8% – 26.1%11.5%Decrease
17,693 Market ApproachAdjusted EBITDA Multiple1.1x – 12.5x6.5xIncrease
184,932 Recent TransactionTransaction Price95.0% – 100.0%97.7%Increase
Subordinated debt and 2nd lien notes(2)
121,811 Yield AnalysisMarket Yield8.5% – 21.0%13.8%Decrease
7,123 Market ApproachAdjusted EBITDA Multiple11.0x11.0xIncrease
Equity shares8,788 Yield AnalysisMarket Yield14.6%14.6%Decrease
274,281 Market ApproachAdjusted EBITDA Multiple4.8x – 30.0x11.0xIncrease
1,789 Market ApproachRevenue Multiple6.5x – 9.5x6.8xIncrease
6,080 Discounted Cash Flow AnalysisDiscount Rate14.2%14.2%Decrease
5,327 Net Asset ApproachLiabilities$(55,281.8)$(55,281.8)Decrease
873 Recent TransactionTransaction Price$1.00 – $10.00$4.07Increase
Equity warrants2,475 Market ApproachAdjusted EBITDA Multiple6.3x – 12.5x7.3xIncrease
(1) Excludes investments with an aggregate fair value amounting to $28,299, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) Excludes investments with an aggregate fair value amounting to $1,339, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(3) For structured products, investments with an aggregate fair value amounting to $15,705, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

During the year ended December 31, 2023, one equity position with a fair value of $2.6 million and six senior debt and first lien note positions with a fair value of $16.4 million transitioned from a yield analysis to a market approach valuation model. In addition, one senior debt and first lien note position with a fair value of $16.5 million and one structured product position with a fair value of $6.5 million transitioned from a discounted cash flow analysis to a broker quote valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.



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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of March 31, 2024 and December 31, 2023, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of March 31, 2024
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $39,802 $1,999,007 $2,038,809 
Subordinated debt and 2nd lien notes
— 18,182 140,424 158,606 
Structured products— 8,924 16,603 25,527 
Equity shares9,593 — 304,490 314,083 
Equity warrants44 — 2,593 2,637 
Investments subject to leveling$9,637 $66,908 $2,463,117 $2,539,662 
Investment in joint ventures (1)$29,249 
$2,568,911 
Fair Value as of December 31, 2023
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $42,673 $1,915,633 $1,958,306 
Subordinated debt and 2nd lien notes
— 18,177 130,273 148,450 
Structured products— 8,242 15,705 23,947 
Equity shares75 — 297,138 297,213 
Equity warrants— — 2,475 2,475 
Investments subject to leveling$75 $69,092 $2,361,224 $2,430,391 
Investment in joint ventures (1)$28,538 
$2,458,929 
(1)The Company’s investments in CPCF BPCC, Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2024 and 2023:
Three Months Ended March 31, 2024
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,915,633 $130,273 $15,705 $297,138 $2,475 $2,361,224 
New investments250,445 21,836 — 3,779 — 276,060 
Investment restructuring(12,566)— — — — (12,566)
Transfers into (out of) Level 3, net— — — — — — 
Proceeds from sales of investments(40,481)— — — — (40,481)
Loan origination fees received(5,533)(563)— — — (6,096)
Principal repayments received(109,084)(10,676)(714)— — (120,474)
Payment-in-kind interest/dividends568 789 — 3,219 — 4,576 
Accretion of loan premium/discount186 — — — — 186 
Accretion of deferred loan origination revenue3,014 135 — — — 3,149 
Realized gain (loss)(3,897)— — — — (3,897)
Unrealized appreciation (depreciation)722 (1,370)1,612 354 118 1,436 
Fair value, end of period$1,999,007 $140,424 $16,603 $304,490 $2,593 $2,463,117 

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Three Months Ended March 31, 2023
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,736,050 $143,294 $16,380 $157,313 $1,083 $2,054,120 
New investments127,129 663 — 14,788 — 142,580 
Transfers into (out of) Level 3, net— — — — — — 
Proceeds from sales of investments— — — — — — 
Loan origination fees received(3,560)(20)— — — (3,580)
Principal repayments received(38,725)(685)(714)— — (40,124)
Payment-in-kind interest/dividends1,204 991 — — 2,195 
Accretion of loan premium/discount141 46 — — — 187 
Accretion of deferred loan origination revenue2,482 85 — — — 2,567 
Realized gain (loss)(1,173)(4)— — — (1,177)
Unrealized appreciation (depreciation)7,007 (237)398 6,898 (10)14,056 
Fair value, end of period$1,830,555 $144,133 $16,064 $178,999 $1,073 $2,170,824 
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized depreciation on Level 3 investments of $3.7 million during the three months ended March 31, 2024 was related to portfolio company investments that were still held by the Company as of March 31, 2024. Pre-tax net unrealized appreciation on Level 3 investments of $11.8 million during the three months ended March 31, 2023 was related to portfolio company investments that were attributable to borrowings understill held by the Revolving Credit Facility, the SMBC Credit Facility, the July 2026 Notes, the May 2027 Notes and Secured Borrowings (eachCompany as defined below under “Financial Condition, Liquidity and Capital Resources”). Interest and other financing fees duringof March 31, 2023.
During the three months ended March 31, 2022 were attributable2024, the Company made investments of approximately $237.2 million in portfolio companies to borrowingswhich it was not previously contractually committed to provide such financing. During the three months ended March 31, 2024, the Company made investments of $40.2 million in portfolio companies to which it was previously committed to provide such financing.
During the three months ended March 31, 2023, the Company made investments of approximately $124.8 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2023, the Company made investments of $18.4 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company generally is contractually owed and recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Affiliate Investments. Generally, under the Revolving Credit Facility1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. As of March 31, 2024, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.
Cash and Foreign Currencies
Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral for certain derivative instruments. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
Investment Income
Interest income, including amortization of premium and accretion of discount, is recorded on the July 2026 Notes. The increase inaccrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other financingobligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of March 31, 2024 and December 31, 2023, the Company had five and two portfolio companies, respectively, with investments that were on non-accrual.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
Payment-in-Kind Interest
The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees, covenant waiver fees and loan amendment fees, and are recorded as investment income when earned.
Fee income for the three months ended March 31, 2024 and 2023 were as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2024March 31, 2023
Recurring Fee Income:
Amortization of loan origination fees$2,205 $2,194 
Management, valuation and other fees587 562 
Total Recurring Fee Income2,792 2,756 
Non-Recurring Fee Income:
Prepayment fees25 — 
Acceleration of unamortized loan origination fees986 409 
Advisory, loan amendment and other fees573 189 
Total Non-Recurring Fee Income1,584 598 
Total Fee Income$4,376 $3,354 
General and Administrative Expenses
Other general and administrative expenses include Board fees, directors’ and officers’ insurance costs, offering costs, legal and accounting expenses, expenses reimbursable to the Adviser under the terms of the Administration Agreement and other costs related to operating the Company.
Offering Expenses
Costs associated with the offering of common stock of the Company are capitalized as deferred offering expenses and included on the Consolidated Balance Sheet in “Prepaid expenses and other assets” and amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s private offering of common stock.
Deferred Financing Fees
Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of March 31, 2024 and December 31, 2023, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of March 31, 2024 and December 31, 2023, the Company’s largest single portfolio company investment represented approximately 4.6% and 4.7%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.

83


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024, all of BPC Funding LLC’s (“BPC Funding”) assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the Revolving Credit Facility. As of March 31, 2024, all of Barings Private Credit Corporation CLO 2023-1 Ltd.’s assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the 2023 Debt Securitization. As of March 31, 2024, all assets (other than those that are owned by BPC Funding and Barings Private Credit Corporation CLO 2023-1 Ltd.) were pledged (or will be pledged when the related investment purchase settles) as collateral for the SMBC Credit Facility.
Financial and Derivative Instruments
Pursuant to ASC 815, Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Unaudited Consolidated Statements of Operations. The fair value of the Company’s interest rate swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currency
As of March 31, 2024 the Company held 17 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 74 investments that were denominated in Euros, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner and 26 investments that were denominated in British pounds sterling. As of December 31, 2023, the Company held 17 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 72 investments that were denominated in Euros, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner and 26 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rates fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statements of Operations.
In addition, during both the three months ended March 31, 2024 and March 31, 2023, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company’s investments denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) – forward currency contracts” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) – forward currency contracts” in the Company’s Unaudited Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively). The Company has historically met its minimum

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distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the three months ended March 31, 2024 and 2023, the Company recorded net expenses of $0.3 million and $0.1 million, respectively, for U.S. federal excise tax.
Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal years 2021-2022), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
For federal income tax purposes, the cost of investments owned as of March 31, 2024 and December 31, 2023 was approximately $2,554.7 million and $2,446.2 million, respectively. As of March 31, 2024, net unrealized appreciation on the Company’s investments (tax basis) was approximately $23.7 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $105.3 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $81.6 million. As of December 31, 2023, net unrealized depreciation on the Company’s investments (tax basis) was approximately $5.6 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $93.8 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $99.4 million.
In addition, the Company has a wholly-owned taxable subsidiary (the “Taxable Subsidiary”), which holds certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiary is not consolidated for income tax purposes and may generate income tax expense or benefit as a result of its ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company’s Unaudited Consolidated Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), is reflected net of applicable federal and state income taxes, if any, in the Company’s Unaudited Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Accounts payable and accrued liabilities” in the Company’s Unaudited and Audited Consolidated Balance Sheets. As of both March 31, 2024 and December 31, 2023, the Company recorded a net deferred tax liability of $0.7 million pertaining to operating losses and tax basis differences related to certain partnership interests.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2024 and December 31, 2023:
Issuance Date
($ in thousands)
Maturity DateInterest Rate as of March 31, 2024March 31, 2024December 31, 2023
Credit Facilities:
Revolving Credit Facility – May 11, 2021May 11, 20267.175%$355,024 $410,967 
SMBC Credit Facility – March 6, 2023March 6, 20287.430%51,875 124,500 
Total Credit Facilities$406,899 $535,467 
Debt Securitization:
August 23, 2023 – Class A-1 NotesJuly 15, 20317.714%$295,151 $300,000 
August 23, 2023 – Class A-2 NotesJuly 15, 20318.664%35,000 35,000 
August 23, 2023 – Class A-2 LoansJuly 15, 20318.664%20,000 20,000 
August 23, 2023 – Class B NotesJuly 15, 20319.464%25,000 25,000 
August 23, 2023 – Class C NotesJuly 15, 203111.664%22,500 22,500 
(Less: Deferred financing fees)(2,326)(2,406)
Total Debt Securitization$395,325 $400,094 
Notes:
July 29, 2021 – Series A NotesJuly 29, 20263.500%$75,000 $75,000 
September 15, 2021 – Series B NotesJuly 29, 20263.500%38,000 38,000 
October 28, 2021 – Series C NotesJuly 29, 20263.500%37,000 37,000 
May 10, 2022 – Series D Notes (1)May 10, 20276.000%97,098 96,729 
July 26, 2022 – Series E Notes (1)May 10, 20276.000%53,174 52,951 
(Less: Deferred financing fees)(412)(474)
Total Notes$299,860 $299,206 
(1)Inclusive of change in fair market value of effective hedge.
The Company is required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of the Company’s total assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities, of at least 150% after each issuance of senior securities. The Company’s asset coverage ratio was 247.1% as of March 31, 2024.
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding, the Company’s wholly-owned subsidiary, entered into the Revolving Credit Facility with BNP Paribas (“BNPP”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and the Company serves as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bear interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. BPC Funding currently pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding pays an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.

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Notes to Unaudited Consolidated Financial Statements — (Continued)
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets are required to meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of March 31, 2024, the Company was in compliance with all covenants of the Revolving Credit Facility.
As of March 31, 2024, the Company had U.S. dollar borrowings of $218.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.613% (three month SOFR of 5.313%), borrowings denominated in British pounds sterling of £17.2 million ($21.7 million U.S. dollars) with a weighted average interest rate of 7.658% (weighted average three month adjusted cumulative compounded SONIA of 5.366%), borrowings denominated in Australian dollars of A$7.8 million ($5.1 million U.S. dollars) with an interest rate of 6.506% (three month BBSW of 4.356%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 7.553% (three month CDOR of 5.403%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.6 million U.S. dollars) with an interest rate of 8.055% (three month NZBB of 5.655%) and borrowings denominated in Euros of €94.6 million ($102.2 million U.S. dollars) with a weighted average interest rate of 6.125% (three month EURIBOR of 3.912%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) – foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
As of December 31, 2023, the Company had U.S. dollar borrowings of $304.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.704% (three month SOFR of 5.381%), borrowings denominated in British pounds sterling of £17.2 million ($21.9 million U.S. dollars) with a weighted average interest rate of 7.504% (weighted average three month adjusted cumulative compounded SONIA of 5.212%), borrowings denominated in Australian dollars of A$7.8 million ($5.3 million U.S dollars) with an interest rate of 6.465% (three month BBSW of 4.315%), borrowings denominated in Canadian dollars of C$5.4 million ($4.1 million U.S. dollars) with an interest rate of 7.212% (three month CDOR of 5.062%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.9 million U.S. dollars) with an interest rate of 8.042% (three month NZBB of 5.642%) and borrowings denominated in Euros of €64.6 million ($71.4 million U.S. dollars) with a weighted average interest rate of 6.098% (three month EURIBOR of 3.948%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
As of March 31, 2024 and December 31, 2023, the fair value of the borrowings outstanding under the Revolving Credit Facility was $355.0 million and $411.0 million, respectively. The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
SMBC Revolving Credit Facility
On March 6, 2023, the Company entered into a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent, as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto, which governs the SMBC Credit Facility. The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base,

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Notes to Unaudited Consolidated Financial Statements — (Continued)
which is based on the Company’s portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On February 8, 2024, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, the Company pays an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between the Company and the Administrative Agent.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to the Company varies depending upon the types of assets in the Company’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., a subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which the Company may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of the Company occurs. Upon the occurrence and during the continuation of certain event of defaults, the Administrative Agent may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of March 31, 2024, the Company was in compliance with all covenants of the SMBC Credit Facility.
As of March 31, 2024, the Company had U.S. dollar borrowings of $51.9 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.430% (one month SOFR of 5.330%). As of December 31, 2023, the Company had U.S. dollar borrowings of $124.5 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.461% (one month SOFR of 5.361%).
As of March 31, 2024 and December 31, 2023, the fair value of the borrowings outstanding under the SMBC Credit Facility was $51.9 million and $124.5 million, respectively. The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
2023 Debt Securitization
On August 23, 2023 (the “Closing Date”), the Company completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements.
On the Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of the Company, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant to an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company, as collateral trustee (the “CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consist of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 6.35% (the “Class C Notes”, and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and, together with the Secured Notes, the “Secured Debt”). Additionally, on the Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “Subordinated Notes”), which do not bear interest. The Secured Debt together with the Subordinated Notes are collectively referred to herein as the “Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street Bank and Trust Company, as loan agent and as collateral trustee. The 2023 Debt Securitization is backed by a diversified portfolio of middle-market commercial loans. The Debt is scheduled to mature on July 15, 2031; however the Debt may be redeemed by the Issuers, at the direction of the Company as holder of the Subordinated Notes, on any business day after July 15, 2024. The Company acts as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Subordinated Notes. The Company has retained all of the Subordinated Notes issued in the 2023 Debt Securitization.
The CLO Issuer intends to use the proceeds from the 2023 Debt Securitization to, among other things, purchase certain loans (“Collateral Obligations”) on the Closing Date (1) from the Company pursuant to a master loan sale agreement entered into on the Closing Date (the “Loan Sale Agreement”), and (2) from BPC Funding pursuant to the master participation and assignment agreement entered into on the Closing Date (the “Participation Agreement”), each as described below. Following the closing of the 2023 Debt Securitization, BPC Funding intends to use proceeds from the 2023 Debt Securitization to reduce certain outstanding indebtedness under the documents governing the Revolving Credit Facility.
Under the terms of the Loan Sale Agreement that provided for the sale of Collateral Obligations to the CLO Issuer, the Company transferred to the CLO Issuer a portion of its ownership interest in the Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the Loan Sale Agreement. Under the terms of the Participation Agreement, pending the settlement of the Collateral Obligations transferred to the CLO Issuer under the Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or the Company, holds all of the ownership interest in such loans and participations. The Company made customary representations, warranties and covenants in the Loan Sale Agreement.
The Secured Debt is the secured obligation of the Issuers, the Subordinated Notes are the unsecured obligations of the CLO Issuer, and the CLO Indenture and Class A-2 Credit Agreement governing the Debt include customary covenants and events of default. The Debt has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024 and December 31, 2023, the fair value of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes was $398.6 million and $402.5 million, respectively. The fair values of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
July 2026 Notes
On July 29, 2021, the Company entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021, and October 28, 2021, respectively. Barings’ parent company, MassMutual, and/or its affiliates or subsidiaries hold approximately $46.0 million in aggregate principal amount of the July 2026 Notes.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the July 2021 NPA. Interest on the July 2026 Notes is due semiannually in January and July of each year, beginning in January 2022. In addition, the Company is obligated to offer to repay the July 2026 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the July 2021 NPA, the Company may redeem the July 2026 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before January 29, 2026, a make-whole premium.
The July 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the July 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The July 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the July 2026 Notes at the time outstanding may declare all July 2026 Notes then outstanding to be immediately due and payable, subject to certain additional conditions in the event that then-outstanding July 2026 Notes are held by persons affiliated with the Company and certain of its affiliates. As of March 31, 2024, the Company was in compliance with all covenants under the July 2021 NPA.
The Company’s obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024 and December 31, 2023, the fair values of the outstanding July 2026 Notes were $136.8 million and $133.5 million, respectively. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

90


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
May 2027 Notes
On May 10, 2022, the Company entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The May 2027 Notes will mature on May 10, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the May 2022 NPA. Interest on the May 2027 Notes will be due semiannually in May and November of each year, beginning in November 2022. In addition, the Company is obligated to offer to repay the May 2027 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates. As of March 31, 2024, the Company was in compliance with all covenants under the May 2022 NPA.
The Company’s obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024 and December 31, 2023, the fair values of the outstanding May 2027 Notes were $150.3 million and $149.7 million, respectively. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The

91


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, the Company entered into a $55.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 2024 and December 31, 2023, the Company had no secured borrowings (“Secured Borrowings”) outstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.

92


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2024 and December 31, 2023:
As of March 31, 2024
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$72,160$47,13304/08/24$(49)Derivative liabilities
Foreign currency forward contract (AUD)$48,934A$72,16004/08/241,850 Derivative assets
Foreign currency forward contract (AUD)$47,900A$73,15107/08/2449 Derivative assets
Foreign currency forward contract (CAD)C$7,443$5,48704/08/2413 Derivative assets
Foreign currency forward contract (CAD)$5,595C$7,44304/08/2495 Derivative assets
Foreign currency forward contract (CAD)$5,103C$6,92407/08/24(21)Derivative liabilities
Foreign currency forward contract (DKK)8,068kr.$1,17104/08/24(2)Derivative liabilities
Foreign currency forward contract (DKK)$1,1918,068kr.04/08/2422 Derivative assets
Foreign currency forward contract (DKK)$1,1838,119kr.07/08/24Derivative assets
Foreign currency forward contract (EUR)€219,164$237,15404/08/24(411)Derivative liabilities
Foreign currency forward contract (EUR)$240,755€219,16404/08/244,011 Derivative assets
Foreign currency forward contract (EUR)$244,045€224,69207/08/24416 Derivative assets
Foreign currency forward contract (GBP)£60,373$76,22904/08/2439 Derivative assets
Foreign currency forward contract (GBP)$76,261£60,37304/08/24(7)Derivative liabilities
Foreign currency forward contract (GBP)$77,273£61,17107/08/24(41)Derivative liabilities
Foreign currency forward contract (NZD)NZ$9,270$5,56504/08/24(20)Derivative liabilities
Foreign currency forward contract (NZD)$5,806NZ$9,27004/08/24261 Derivative assets
Foreign currency forward contract (NZD)$5,722NZ$9,53307/08/2420 Derivative assets
Foreign currency forward contract (NOK)43,870kr$4,07104/08/24(27)Derivative liabilities
Foreign currency forward contract (NOK)$4,25443,870kr04/08/24209 Derivative assets
Foreign currency forward contract (NOK)$4,09544,031kr07/08/2427 Derivative assets
Foreign currency forward contract (SEK)20,577kr$1,93904/08/24(14)Derivative liabilities
Foreign currency forward contract (SEK)$2,02420,577kr04/08/2499 Derivative assets
Foreign currency forward contract (SEK)$1,95720,688kr07/08/2414 Derivative assets
Foreign currency forward contract (CHF)6,218Fr.$6,86304/08/2445 Derivative assets
Foreign currency forward contract (CHF)$7,4036,218Fr.04/08/24495 Derivative assets
Foreign currency forward contract (CHF)$7,0236,300Fr.07/08/24(46)Derivative liabilities
Total$7,029 

93


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2023
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)$45,208A$70,47301/10/24$(2,932)Derivative liabilities
Foreign currency forward contract (CAD)$5,336C$7,28001/10/24(178)Derivative liabilities
Foreign currency forward contract (DKK)$1,1287,968kr.01/10/24(55)Derivative liabilities
Foreign currency forward contract (EUR)$229,170€216,99601/10/24(10,903)Derivative liabilities
Foreign currency forward contract (GBP)£4,844$6,08601/10/2485 Derivative assets
Foreign currency forward contract (GBP)$75,288£61,97301/10/24(3,669)Derivative liabilities
Foreign currency forward contract (NZD)$5,519NZ$9,24801/10/24(342)Derivative liabilities
Foreign currency forward contract (NOK)$3,997kr43,08101/10/24(258)Derivative liabilities
Foreign currency forward contract (SEK)$1,86819,907kr01/10/24(113)Derivative liabilities
Foreign currency forward contract (CHF)$6,7596,137Fr.01/10/24(546)Derivative liabilities
Total$(18,911)
As of March 31, 2024 and December 31, 2023, the total fair values of the Company’s foreign currency forward contracts were $7.0 million and $(18.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2024 and December 31, 2023 were as follows:
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Accurus Aerospace Corporation(1)(2)Revolver$277 $380 
AD Bidco, Inc.(1)(2)Revolver1,863 — 
AD Bidco, Inc.(1)(2)Delayed Draw Term Loan5,035 — 
Adhefin International(1)(2)(3)Delayed Draw Term Loan410 419 
AirX Climate Solutions(1)Delayed Draw Term Loan5,010 5,010 
AirX Climate Solutions(1)Revolver1,695 2,050 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,598 1,634 
Americo Chemical Products, LLC(1)Revolver1,400 1,400 
Amtech LLC(1)(2)Revolver838 291 
Anju Software, Inc.(1)(2)Delayed Draw Term Loan36 36 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,021 1,030 
Arc Education(1)(3)Delayed Draw Term Loan2,518 2,576 
Argus Bidco Limited(1)(2)(4)CAF Term Loan721 1,083 
ASC Communications, LLC(1)Revolver647 647 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan623 729 
ATL II MRO Holdings Inc.(1)(2)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,455 1,522 
AWP Group Holdings, Inc.(1)Delayed Draw Term Loan237 237 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan644 644 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Beyond Risk Management, Inc.(1)Delayed Draw Term Loan2,007 2,007 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,475 1,508 

94


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Bounteous, Inc.(1)(2)Delayed Draw Term Loan— 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan191 195 
BrightSign LLC(1)(2)Revolver222 370 
British Engineering Services Holdco Limited(1)(2)(4)Acquisition/Capex Facility91 92 
CAi Software, LLC(1)(2)Revolver3,740 943 
Cascade Residential Services LLC(1)Delayed Draw Term Loan5,902 7,765 
Cascade Residential Services LLC(1)Revolver1,294 1,294 
CCFF Buyer, LLC(1)(2)Delayed Draw Term Loan3,346 — 
CCFF Buyer, LLC(1)(2)Revolver1,004 — 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan6,383 8,666 
Comply365, LLC(1)(2)Revolver575 575 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan511 523 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)(2)Revolver169 381 
Direct Travel, Inc.(1)Delayed Draw Term Loan— 87 
DISA Holdings Corp.(1)Delayed Draw Term Loan— 1,072 
DISA Holdings Corp.(1)Delayed Draw Term Loan2,559 — 
DISA Holdings Corp.(1)Revolver1,282 339 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,027 1,050 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan171 171 
Eclipse Business Capital, LLC(1)Revolver11,872 12,128 
EMI Porta Holdco LLC(1)(2)Revolver51 346 
eShipping, LLC(1)Revolver608 743 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,670 2,731 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan620 620 
Express Wash Acquisition Company, LLC(1)Revolver115 115 
Faraday(1)(3)Delayed Draw Term Loan1,935 1,980 
Finexvet(1)(3)Delayed Draw Term Loan— 1,943 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan519 524 
Forest Buyer, LLC(1)Delayed Draw Term Loan992 — 
Forest Buyer, LLC(1)Revolver595 — 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan2,538 — 
Fortis Payment Systems, LLC(1)(2)Revolver2,288 — 
GB Eagle Buyer, Inc.(1)Revolver3,226 3,226 
Glacis Acquisition S.A.R.L.(1)(2)(3)Delayed Draw Term Loan3,294 5,348 
Global Academic Group Limited(1)(2)(7)Term Loan391 414 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan86 — 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan17 53 
Greenhill II BV(1)(3)Capex Acquisition Facility118 120 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan160 167 
HeartHealth Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan239 253 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
HEKA Invest(1)(3)Delayed Draw Term Loan1,124 1,150 
HemaSource, Inc.(1)Revolver2,714 2,590 
HomeX Services Group LLC(1)Delayed Draw Term Loan8,446 8,446 

95


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
HomeX Services Group LLC(1)Revolver3,378 3,378 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,691 1,691 
HTI Technology & Industries(1)(2)Revolver1,128 1,128 
Ice House America, L.L.C.(1)(2)Delayed Draw Term Loan247 — 
Ice House America, L.L.C.(1)(2)Revolver574 — 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan41 42 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility— 171 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,213 1,241 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan— 115 
InvoCare Limited (1)(2)(5)Delayed Draw Term Loan739 773 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan342 1,313 
ISTO Technologies II, LLC(1)Revolver1,114 1,114 
ITI Intermodal, Inc.(1)(2)Revolver1,157 1,157 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility555 588 
Jones Fish Hatcheries & Distributors LLC(1)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan2,784 — 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan718 734 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan237 255 
Lattice Group Holdings Bidco Limited(1)(2)Revolver18 18 
LeadsOnline, LLC(1)Revolver3,190 2,679 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 18 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver86 115 
MB Purchaser, LLC(1)(2)Delayed Draw Term Loan4,121 — 
MB Purchaser, LLC(1)(2)Revolver824 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan435 435 
Megawatt Acquisitionco, Inc.(1)Revolver1,995 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility724 773 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan57 59 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan496 518 
Moonlight Bidco Limited(1)(2)(4)Delayed Draw Term Loan556 562 
Narda Acquisitionco., Inc.(1)Revolver1,059 1,059 
NAW Buyer, LLC(1)(2)Delayed Draw Term Loan9,223 9,223 
NAW Buyer, LLC(1)(2)Revolver2,075 1,845 
NeoxCo(1)(3)Delayed Draw Term Loan486 497 
Next Holdco, LLC(1)Delayed Draw Term Loan5,984 5,984 
Next Holdco, LLC(1)Revolver2,321 2,321 
NF Holdco, LLC(1)Revolver1,183 887 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan936 958 
OA Buyer, Inc.(1)Revolver1,154 1,331 
OAC Holdings I Corp(1)(2)Revolver1,076 1,370 
Omni Intermediate Holdings, LLC(1)Delayed Draw Term Loan— 806 
OSP Hamilton Purchaser, LLC(1)(2)Revolver1,607 1,607 
OSP Hamilton Purchaser, LLC(1)(2)Delayed Draw Term Loan5,319 5,319 

96


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Pare SAS (SAS Maurice MARLE)(1)(2)Delayed Draw Term Loan2,100 2,100 
Parkview Dental Holdings, LLC(1)(2)Delayed Draw Term Loan328 328 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,939 3,939 
PDQ.Com Corporation(1)Delayed Draw Term Loan2,679 2,679 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Acquisition Facility1,255 1,284 
Process Insights Acquisition, Inc.(1)Delayed Draw Term Loan1,220 1,220 
Process Insights Acquisition, Inc.(1)Revolver1,125 — 
Process Insights Acquisition, Inc.(1)Revolver— 1,323 
ProfitOptics, LLC(1)(2)Revolver35 84 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan163 211 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan201 206 
Qualified Industries, LLC(1)Revolver364 364 
Questel Unite(1)(2)(3)Incremental Term Loan2,733 2,795 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,682 1,682 
R1 Holdings, LLC(1)Revolver1,947 1,947 
Randys Holdings, Inc.(1)Delayed Draw Term Loan4,854 5,516 
Randys Holdings, Inc.(1)Revolver1,716 1,658 
Rocade Holdings LLC(1)Preferred Equity2,000 2,000 
Rock Labor, LLC(1)(2)Revolver941 941 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,229 1,229 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,531 — 
Royal Buyer, LLC(1)Revolver2,330 1,787 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility— 42 
Sanoptis S.A.R.L.(1)(2)(3)CAF Term Loan691 2,186 
SBP Holdings LP(1)Delayed Draw Term Loan— 151 
SBP Holdings LP(1)Delayed Draw Term Loan10,774 15,062 
SBP Holdings LP(1)Revolver710 1,065 
Scaled Agile, Inc.(1)(2)Revolver280 280 
Scout Bidco B.V.(1)(2)(3)Revolver313 320 
Simulation Software Investment Company Pty Ltd(1)(2)Delayed Draw Term Loan408 408 
Sinari Invest(1)(2)(3)Delayed Draw Term Loan604 617 
SISU ACQUISITIONCO., INC(1)(2)Delayed Draw Term Loan80 160 
Smartling, Inc.(1)Revolver1,038 1,038 
SmartShift Group, Inc.(1)Delayed Draw Term Loan5,690 5,690 
SmartShift Group, Inc.(1)Revolver2,731 2,731 
Solo Buyer, L.P.(1)Revolver1,330 1,330 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Delayed Draw Term Loan399 399 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Revolver117 90 
Spatial Business Systems LLC(1)Delayed Draw Term Loan1,875 1,875 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan331 398 
Superjet Buyer, LLC(1)Revolver1,369 1,369 
SVI International LLC(1)Delayed Draw Term Loan74 — 
SVI International LLC(1)Revolver74 — 
Syntax Systems Ltd(1)Revolver259 358 
Tank Holding Corp(1)Delayed Draw Term Loan1,126 1,358 

97


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Tank Holding Corp(1)Revolver491 480 
Tanqueray Bidco Limited(1)(4)Capex Facility1,143 1,153 
Techone B.V.(1)(2)(3)Revolver238 146 
Tencarva Machinery Company, LLC(1)(2)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan— 2,724 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver1,233 1,233 
The Cleaver-Brooks Company, Inc.(1)Revolver2,768 2,768 
The Hilb Group, LLC(1)Delayed Draw Term Loan— 672 
Trader Corporation(1)(6)Revolver345 354 
Trintech, Inc.(1)Revolver1,020 1,020 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan2,244 2,244 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan911 1,469 
TSYL Corporate Buyer, Inc.(1)Revolver642 642 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan— 1,509 
UBC Ledgers Holding AB(1)(2)(9)Delayed Draw Term Loan791 840 
UBC Ledgers Holding AB(1)(2)(9)Revolver262 278 
Union Bidco Limited(1)(4)Acquisition Facility220 222 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility621 636 
Unither (Uniholding)(1)(3)Delayed Draw Term Loan468 479 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan2,333 2,360 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 107 
West-NR AcquisitionCo., LLC(1)Delayed Draw Term Loan3,750 3,750 
Whitcraft Holdings, Inc.(1)Revolver1,308 2,347 
White Bidco Limited(1)Delayed Draw Term Loan514 514 
Woodland Foods, LLC(1)(2)Line of Credit244 492 
World 50, Inc.(1)(2)Revolver1,703 — 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan6,627 — 
WWEC Holdings III Corp(1)(2)Revolver3,359 1,514 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan3,202 4,125 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan762 2,932 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan4,388 — 
ZB Holdco LLC(1)(2)Revolver541 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility— 1,333 
Total unused commitments to extend financing$283,522 $267,681 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(8)Actual commitment amount is denominated in Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swedish kronor. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2024 and 2023:
 Three Months EndedThree Months Ended
($ in thousands, except share and per share amounts)March 31, 2024March 31, 2023
Per share data:
Net asset value at beginning of period$20.84 $20.55 
Net investment income (1)0.57 0.61 
Net realized gain (loss) on investments / foreign currency transactions / forward currency contracts (1)(0.27)(0.42)
Net unrealized appreciation (depreciation) on investments / foreign currency transactions / forward currency contracts (1)0.42 0.57 
Total increase from investment operations (1)0.72 0.76 
Dividends paid to stockholders from net investment income(0.60)(0.49)
Dividends paid to stockholders from short-term realized gains— (0.02)
Total dividends declared(0.60)(0.51)
Net asset value at end of period$20.96 $20.80 
Shares outstanding at end of period78,202,476 53,790,939 
Net assets at end of period$1,639,197 $1,118,966 
Average net assets$1,365,329 $1,092,490 
Ratio of total expenses to average net assets (annualized) (2)9.88 %9.69 %
Ratio of net investment income to average net assets (annualized) (2)11.88 %11.96 %
Portfolio turnover ratio (annualized)7.07 %2.25 %
Total return (3)3.49 %3.74 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies, including joint ventures.
(3)Total return is calculated as the change in NAV per share during the period, divided by the beginning NAV per share and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period.
9. SUBSEQUENT EVENTS
On April 1, 2024, the Company sold 3,262,785.81 unregistered shares of its common stock (with the number of shares issued being determined on April 23, 2024), for aggregate consideration of approximately $68.4 million at a price per share of $20.96, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by the Company and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder and/or Regulation S under the Securities Act.
On May 7, 2024, the Board declared regular monthly distributions for June 2024 through August 2024. The regular monthly cash distributions, each in the gross amount of $0.20 per share, are payable on June 27, 2024, July 29, 2024 and August 28, 2024, to stockholders of record on June 25, 2024, July 26, 2024 and August 26, 2024, respectively.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three months ended March 31, 2024, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2023. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend, “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (“SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and are externally managed by Barings LLC (“Barings” or the “Adviser”), an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). In addition, we have elected for federal income tax purposes to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code’) and expect to maintain our qualification as a RIC annually thereafter.
An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of an amended and restated investment advisory agreement (“Advisory Agreement”) and an administration agreement (“Administration Agreement”).

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We are a non-exchange traded, privately offered perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “privately offered perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the BDC on a continuous basis in private offerings at a price equal to the BDC’s net asset value (“NAV”) per share.
Our primary investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. We focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities, high-yield investments and/or mortgage securities. Barings employs fundamental credit analysis, and targets investments in businesses with low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk relative to other businesses in this market segment. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and seeks to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated, would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
Formation Transactions/Initial Portfolio
On May 12, 2021, shortly prior to our election to be regulated as a BDC and conversion to a Maryland corporation, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, we acquired from, Massachusetts Mutual Life Insurance Company (“MassMutual”) and C.M. Life Insurance Company (“CM Life”), a subsidiary of MassMutual, a select portfolio of senior secured private debt investments in, and funding obligations to, well-established middle-market businesses that operate across a wide range of industries (the “Initial Portfolio”).
The investments in the Initial Portfolio were selected based upon our defined investment objective, amount and type of unfunded obligations associated with each investment and the investment requirements set forth under the 1940 Act or otherwise imposed by applicable laws, rules or regulations, including in accordance with our election to be treated as a RIC for tax purposes.
The aggregate purchase price for the Initial Portfolio was $602.4 million, which is equal to the sum of the fair values of each investment in the Initial Portfolio at the time of purchase of the Initial Portfolio, net of accrued fees associated with certain unfunded obligations in the Initial Portfolio. The investments in the Initial Portfolio were valued as of March 31, 2021 by an independent third-party valuation firm, provided that any investments in the Initial Portfolio acquired by MassMutual or CM Life after March 31, 2021 were initially valued at cost. In connection with the acquisition of the Initial Portfolio, Barings conducted certain valuation procedures to confirm whether there had been any material changes to the fair value of the investments and obligations in the Initial Portfolio from the previously determined fair value thereof and concluded that no purchase price adjustments were necessary given the absence of any such material changes.
We continue to invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Terms of our senior secured private debt investments are generally between five and seven years and bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities.
As of both March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 11.1%. As of both March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 11.0%.

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Relationship with Our Adviser, Barings
Our Adviser, Barings, a wholly-owned subsidiary of MassMutual, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Advisers Act. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $324.0 billion Global Fixed Income Platform (as of March 31, 2024) that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the U.S. and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of March 31, 2024, BIIL had approximately £17.0 billion in assets under management.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 43 investment professionals (as of March 31, 2024) located in three offices in the United States. The U.S. Investment Team provides a full set of solutions to the North American middle market, including first and second lien senior secured loans, unitranche structures, revolvers, mezzanine debt and equity co-investments. The U.S. Investment Team averages approximately 20 years of industry experience at the Managing Director and Director level. Also included in Barings GPFG are its Europe and Asia-Pacific Investment Committees and Private Finance Teams, which are responsible for our investment origination and portfolio monitoring activities for middle-market companies in Europe and Asia-Pacific geographies. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
We have entered into an expense support agreement (the “Expense Support Agreement”) with Barings, pursuant to which Barings may elect to pay certain of our expenses on our behalf (“Expense Payments”), including organization and offering expenses, provided that no portion of the payment will be used to pay any of our interest expenses or any distribution and/or shareholder servicing fees. Any Expense Payment that Barings commits to pay must be paid by Barings to us in any combination of cash or other immediately available funds no later than forty-five days after such commitment is made in writing, and/or offset against amounts due from us to Barings or its affiliates. If Barings elects to pay certain of our expenses, Barings will be entitled to reimbursement of such expenses from us if Available Operating Funds (as defined in “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements) exceed the cumulative distributions accrued to our stockholders, subject to the terms of the Expense Support Agreement.
Portfolio Composition
The total fair value of our investment portfolio was $2,568.9 million and $2,458.9 million as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024, we had investments in 305 portfolio companies with an aggregate cost of $2,575.8 million. As of December 31, 2023, we had investments in 302 portfolio companies with an aggregate cost of $2,467.7 million. As of March 31, 2024 and December 31, 2023, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.

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As of March 31, 2024 and December 31, 2023, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
March 31, 2024:
Senior debt and 1st lien notes
$2,062,235 80 %$2,038,809 80 %
Subordinated debt and 2nd lien notes
170,318 158,606 
Structured products26,435 25,527 
Equity shares271,205 10 314,083 12 
Equity warrants34 — 2,637 — 
Investment in joint ventures45,603 29,249 
$2,575,830 100 %$2,568,911 100 %
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
December 31, 2023:
Senior debt and 1st lien notes
$1,981,715 80 %$1,958,306 80 %
Subordinated debt and 2nd lien notes
158,720 148,450 
Structured products27,146 23,947 
Equity shares254,999 10 297,213 12 
Equity warrants— 2,475 — 
Investment in joint ventures45,143 28,538 
$2,467,727 100 %$2,458,929 100 %
Investment Activity
During the three months ended March 31, 2024, we made 10 new investments totaling $129.7 million, made additional investments in existing portfolio companies totaling $146.4 million and made additional investments in existing joint venture equity portfolio companies totaling $1.4 million. We had 11 loans repaid totaling $100.4 million and received $22.5 million of portfolio company principal payments and sales proceeds and recognized a net realized gain on these transactions of $0.3 million. We sold $40.2 million of middle-market portfolio debt investments to one of our joint ventures, realizing a loss on these transactions of $22.8 thousand and recognized a loss of $4.3 million on one of our investments that was restructured. In addition, we received proceeds related to the sale of equity investments totaling $3.7 million and recognized a net realized gain on such sales totaling $0.5 million. Lastly, we received $1.0 million of return of capital from one of our joint ventures.
During the three months ended March 31, 2023, we made nine new investments totaling $71.8 million, made additional investments in existing portfolio companies totaling $59.3 million and made a $12.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 4 loans repaid at par totaling $29.2 million and received $11.0 million of portfolio company principal payments and sales proceeds, recognizing a net loss on these transactions of $0.5 million. In addition, we recognized a loss of $0.6 million on one of our debt investments that was restructured. Finally, we received $3.6 million of return of capital from one of our joint ventures.

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Total portfolio investment activity for the three months ended March 31, 2024 and 2023 was as follows:
Three Months Ended
March 31, 2024:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity
Warrants
Investment in Joint VenturesTotal
Fair value, beginning of period$1,958,306 $148,450 $23,947 $297,213 $2,475 $28,538 $2,458,929 
New investments250,445 21,836 — 3,779 — 1,410 277,470 
Investment restructuring(12,566)— — 12,536 30 — — 
Proceeds from sales of investments/return of capital(40,481)— — (3,666)— (951)(45,098)
Loan origination fees received(5,533)(563)— — — — (6,096)
Principal repayments received(111,236)(10,676)(714)— — — (122,626)
Payment-in-kind interest/dividends568 789 — 3,219 — — 4,576 
Accretion of loan premium/discount206 35 — — — 245 
Accretion of deferred loan origination revenue3,014 177 — — — — 3,191 
Realized gain (loss)(3,897)— — 338 — — (3,559)
Unrealized appreciation (depreciation)(17)(1,442)2,290 664 132 252 1,879 
Fair value, end of period$2,038,809 $158,606 $25,527 $314,083 $2,637 $29,249 $2,568,911 
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity
Warrants
Investment in Joint VenturesTotal
Fair value, beginning of period$1,777,492 $163,899 $25,022 $158,131 $1,083 $32,253 $2,157,880 
New investments127,129 663 — 15,349 — — 143,141 
Proceeds from sales of investments/return of capital— — — — — (3,614)(3,614)
Loan origination fees received(3,560)(20)— — — — (3,580)
Principal repayments received(38,759)(685)(714)— — — (40,158)
Payment-in-kind interest/dividends1,204 991 — — — — 2,195 
Accretion of loan premium/discount151 48 — — — 202 
Accretion of deferred loan origination revenue2,482 121 — — — — 2,603 
Realized gain (loss)(1,173)(4)— — — — (1,177)
Unrealized appreciation (depreciation)7,425 110 115 7,143 (10)(877)13,906 
Fair value, end of period$1,872,391 $165,123 $24,426 $180,623 $1,073 $27,762 $2,271,398 

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Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of March 31, 2024, we had five portfolio companies with investments on non-accrual, the aggregate fair value of which was $9.8 million, which comprised 0.4% of the total fair value of our portfolio, and the aggregate cost of which was $18.1 million, which comprised 0.7% of the total cost of our portfolio. As of December 31, 2023, we had two portfolio companies with their debt investments on non-accrual, the aggregate fair value of which was $14.0 million, which comprised 0.6% of the total fair value of our portfolio, and the aggregate cost of which was $18.2 million, which comprised 0.7% of the total cost of our portfolio.
A summary of our non-accrual assets as of March 31, 2024 is provided below:
Anju Software, Inc.
During the quarter ended September 30, 2023, we placed our first lien senior secured debt investment in Anju Software, Inc., or Anju Software, on non-accrual status. As a result, under U.S. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our first lien senior secured debt investment in Anju Software for financial reporting purposes. As of March 31, 2024, the cost of our first lien senior secured debt investment in Anju Software was $1.4 million and the fair value of such investment was $0.3 million.
Canadian Orthodontic Partners Corp.
During the quarter ended March 31, 2024, we placed our debt investment in Canadian Orthodontic Partners Corp., or Canadian Orthodontics, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Canadian Orthodontics for financial reporting purposes. As of March 31, 2024, the cost of our debt investment in Canadian Orthodontics was $4.9 million and the fair value of such investment was $2.9 million.
GPNZ II GmbH
During the quarter ended March 31, 2024, we placed our debt investments in GPNZ II GmbH., or GPNZ, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in GPNZ for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in GPNZ was $0.6 million and the fair value of such investments was $0.4 million.
Marmoutier Holding B.V.
During the quarter ended March 31, 2024, we placed our debt investments in Marmoutier Holding B.V., or Marmoutier, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Marmoutier for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in Marmoutier was $2.6 million and the fair value of such investments was $1.2 million.
Sandvine Corporation
During the quarter ended March 31, 2024, we placed our debt investments in Sandvine Corporation, or Sandvine, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Sandvine for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in Sandvine was $8.5 million and the fair value of such investments was $5.0 million.

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Results of Operations
Comparison of the three months ended March 31, 2024 and 2023
Operating results for the three months ended March 31, 2024 and 2023 were as follows:
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Total investment income$74,294 $59,122 
Total operating expenses33,479 26,404 
Net investment income before taxes40,815 32,718 
Income taxes, including excise tax expense250 53 
Net investment income after taxes40,565 32,665 
Net realized gains (losses)(18,873)(22,384)
Net unrealized appreciation (depreciation)29,706 30,246 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts10,833 7,862 
Net increase in net assets resulting from operations$51,398 $40,527 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Investment income:
Total interest income$60,553 $49,976 
Total dividend income6,739 3,712 
Total fee and other income4,376 3,354 
Total payment-in-kind interest income2,365 2,071 
Interest income from cash261 
Total investment income$74,294 $59,122 
The change in total investment income for the three months ended March 31, 2024, as compared to the three months ended March 31, 2022,2023, was primarily attributabledue to interest on the SMBC Facility, the May 2027 Notes and Secured Borrowings and an increase in the weighted average interest rateyield on the Revolving Credit Facility.portfolio from higher base rates, an increase in the average size of our portfolio and increased dividends from portfolio companies and joint venture investments. The weighted average interestyield on the Revolving Credit Facilityprincipal amount of our outstanding debt investments, other than non-accrual debt investments, was 6.7%11.1% as of March 31, 2023,2024, as compared to 2.5%10.3% as of March 31, 2022.2023. The amount of our outstanding debt investments was $2,290.7 million as of March 31, 2024, as compared to $2,136.8 million as of March 31, 2023. The increase in the average size of our portfolio was largely due to net additions in middle-market and special situation investments. For the three months ended March 31, 2024, dividends from portfolio companies and joint venture investments were $6.7 million, as compared to $3.7 million for the three months ended March 31, 2023. For the three months ended March 31, 2024, PIK interest income was $2.4 million, as compared to $2.1 million for the three months ended March 31, 2023.
Base Management Fee
The Base Management Fee is calculated at an annual rate of 0.75% of the Company’s average gross assets, including assets purchased with borrowed funds or other forms of leverage but excluding (i) cash and cash equivalents (as defined below) and (ii) net unsettled purchases and sales of investments. For services rendered under the Advisory Agreement, the Base Management Fee is payable quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated; provided, that upon the end of the first calendar quarter following the Initial Closing, the Base Management Fee is calculated based on the value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) as of such calendar quarter-end; provided further, that upon the end of the second calendar quarter following the Initial Closing, the Base Management Fee is calculated based on the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each of the first two calendar quarters following the Initial Closing (including the quarter for which such fees are being calculated).
The Base Management Fee for any partial quarter will be appropriately pro-rated. All or any part of the Base Management Fee not taken as to any quarter will be deferred without interest and may be taken in any quarter prior to the occurrence of a liquidity event (if any). For purposes of the Advisory Agreement, “cash equivalents” means U.S. government securities, money market fund investments, commercial paper instruments and other similar cash equivalent investments maturing within one year of purchase.
For the three months ended March 31, 2024 and 2023, the Base Management Fees determined in accordance with the terms of the Advisory Agreement were approximately $4.6 million and $3.8 million, respectively. As of March 31, 2024, the Base Management Fee of $4.6 million for the three months ended March 31, 2024 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2023, the Base Management Fee of $4.4 million for the three months ended December 31, 2023 was unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.

65


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The Incentive Fee
The Incentive Fee under the Advisory Agreement is based on the Company’s income, as described below.
No portion of the Incentive Fee is payable until the completion of the first full calendar quarter following the one-year anniversary of the initial effective date of the Advisory Agreement, May 13, 2021 (the “Initial Effective Date”). Upon the completion of the first full calendar quarter following the one-year anniversary of the Initial Effective Date and thereafter, the Incentive Fee is determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the Hurdle Amount (as defined below) in respect of the Trailing Twelve Months. The Hurdle Amount is determined on a quarterly basis, and is calculated by multiplying 8.0% by the average of the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Months. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
The calculation of the Incentive Fee for each quarter will be as follows:    
No Incentive Fee will be payable to the Adviser in any calendar quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months does not exceed the Hurdle Amount;
100% of the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 8.889% by the average of the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Months. The Catch-Up Amount is intended to provide the Adviser with an Incentive Fee of 10% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for the Trailing Twelve Months; and
For any quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months exceeds the Catch-Up Amount, the Incentive Fee will equal 10% of the amount of the Company’s Pre-Incentive Fee Net Investment Income for such Trailing Twelve Months, as the Hurdle Amount and Catch-Up Amount will have been achieved.
Subject to the Incentive Fee Cap (discussed below), the amount of the Incentive Fee that will be paid to Barings for a particular quarter will equal the aggregate Incentive Fee calculated as set forth above, less the aggregate Incentive Fees that were paid to Barings in the preceding three calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Months.
The Incentive Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (x) 0.50% of the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each quarter during the Trailing Twelve Months and appropriately adjusted for any share issuances or repurchases during the period (the “Average TTM Gross Assets”), or (y) in the event that the Company’s Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Months is less than 9.0%, the Incentive Fee Cap will equal 0.20% of the Average TTM Gross Assets; provided that, if the Incentive Fee Cap as calculated in clause (x) of this paragraph applies in any quarter, in no event will the Company pay any incentive fee (or portion thereof) during such quarter to the extent that it would cause the Cumulative Net Investor Return (as defined below) during the relevant Trailing Twelve Months to be reduced to an amount below what the Cumulative Net Investor Return during such period would have been if the Incentive Fee Cap for such quarter had been calculated in accordance with clause (y) of this paragraph.
For purposes of the Advisory Agreement:
“Cumulative Net Investor Return” during the relevant Trailing Twelve Months means (1) (a) the Company’s aggregate interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or

66


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
other fees that the Company receives from portfolio companies, but excluding, for the avoidance of doubt, any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation) accrued during the period, minus the Company’s operating expenses accrued during the period (including, without limitation, the Base Management Fee, administration expenses, any interest expense and dividends paid on any issued and outstanding preferred stock and the incentive fee) in respect of the Trailing Twelve Months less (b) any Net Capital Loss (if positive), in respect of the Trailing Twelve Months, divided by (2) the average of the Company’s NAVs measured at the beginning of each quarter in the Trailing Twelve Months.
“Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Months means (1) (a) the aggregate Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Months less (b) any Net Capital Loss (if positive), in respect of the Trailing Twelve Months, divided by (2) the average of the Company’s NAVs measured at the beginning of each quarter in the Trailing Twelve Months.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses on the Company’s assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains on the Company’s assets, whether realized or unrealized, in such period.
If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no Incentive Fee to Barings in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee as calculated above, the Company will pay Barings the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Incentive Fee as calculated above, the Company will pay Barings the Incentive Fee for such quarter without regard to the Incentive Fee Cap.
The fees that are payable under the Advisory Agreement for any partial period will be appropriately prorated. The fees are calculated using detailed policies and procedures approved by Barings and the Board, including a majority of its directors who are not “interested persons” of the Company, as defined in Section 2(a)(19) of the 1940 Act (“Independent Directors”), and such policies and procedures are consistent with the description of the calculation of the fees set forth above.
Barings may elect to defer or waive all or a portion of the fees that would otherwise be paid to it in its sole discretion. Any portion of a fee not taken as to any period will be deferred without interest and may be taken in any such other period prior to the occurrence of a liquidity event (if any) as Barings may determine in its sole discretion.
For the three months ended March 31, 2024 and 2023, the Incentive Fees determined in accordance with the terms of the Advisory Agreement were $3.1 million and $2.6 million, respectively. As of March 31, 2024, the Incentive Fee of $3.1 million for the three months ended March 31, 2024 was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2023, the Incentive Fee of $3.0 million for the three months ended December 31, 2023 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.
The Advisory Agreement had an initial term of two years. The Advisory Agreement was most recently re-approved on May 7, 2024 by our Board, including a majority of Independent Directors, and will continue automatically for successive one-year periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Directors. The Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (i) by the vote of a majority of the outstanding voting securities of the Company or (ii) by the vote of the Board, or (iii) by the Adviser upon 90 days’ written notice. The Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).
Payment of Expenses
All investment professionals of Barings and its staff, when and to the extent engaged in providing investment advisory and management services under the Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by Barings and not by the Company. The Company bears all other costs and expenses of its operations and transactions, including, without limitation, those relating to:
organizational and offering expenses;
investment advisory and management fees payable under the Advisory Agreement;
all other non-investment advisory expenses incurred by the Company or Barings in connection with administering the Company’s business (including payments under the Administration Agreement (as defined below) based upon the Company’s allocable portion of Barings’ overhead in performing its obligations under the Administration Agreement,

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
including rent and the allocable portion of the cost of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs); and
all other expenses of the Company’s operations and transactions, including those listed in the Advisory Agreement.
Sub-Advisory Agreement
Barings has retained Baring International Investment Limited (“BIIL”), its indirect, wholly-owned subsidiary, as a sub-adviser to manage the Company’s European investments, pursuant to the terms of a sub-advisory agreement (the “Sub-Advisory Agreement”). BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England.
Under the terms of the Sub-Advisory Agreement and except as expressly provided for therein, BIIL provides advisory services with respect to the Company’s European investments on terms and conditions that are, as far as possible, identical to the terms and conditions under which Barings itself serves as its investment adviser under the Advisory Agreement. In addition, except as expressly set forth in the Sub-Advisory Agreement, BIIL is entitled to the same rights and protections as Barings is under the terms of the Advisory Agreement. Barings maintains oversight responsibilities for BIIL’s activities as they relate to the Company’s investment portfolio (including BIIL’s compliance with the requirements set out, referred to or contemplated by the Advisory Agreement), but BIIL is not under the day-to-day direction and supervision of Barings with respect to such activities; provided, however, that Barings retains ultimate discretion over the selection, acquisition and disposal of assets to or from the Company’s investment portfolio. Barings, and not the Company, is solely responsible for paying compensation to BIIL, which amount shall be a portion of the management fees paid by the Company to Barings under the Advisory Agreement, as agreed to between Barings and BIIL from time to time.
The Sub-Advisory Agreement had an initial term of two years. The Sub-Advisory Agreement was most recently re-approved on May 7, 2024 by our Board, including a majority of the Independent Directors, and will continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (1) the vote of the Board, or by the vote of a majority of the Company’s outstanding voting securities, and (2) the vote of a majority of the Independent Directors. The Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (1) by the vote of a majority of the Company’s outstanding voting securities, (2) by the vote of the Board, (3) by Barings, or (4) by BIIL. The Sub-Advisory Agreement will automatically terminate in the event of its or the Advisory Agreement’s “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act) or upon termination of the Advisory Agreement. As of March 31, 2024, BIIL had approximately £17.0 billion in assets under management.
Administration Agreement
Under the terms of an administration agreement (the “Administration Agreement”) with the Adviser, the Adviser also performs (or oversees, or arranges for, the performance of) the administrative services necessary for the Company to operate (in such capacity, the “Administrator”), including, but not limited to, providing office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as the Administrator, subject to review by the Board, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement. The Administrator also, on behalf of the Company and subject to oversight by the Board, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
The Company reimburses Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by the Company and Barings quarterly in arrears. In no event will the agreed-upon quarterly expense amount exceed the amount of expenses that would otherwise be reimbursable by the Company under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount.
The costs and expenses incurred by the Administrator on behalf of the Company under the Administration Agreement include, but are not limited to:
• the allocable portion of the Administrator’s rent for the Company’s Chief Financial Officer and the Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
• the allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such personnel in connection with performing administrative services for the Company under the Administration Agreement;
• the actual cost of goods and services used for the Company and obtained by the Administrator from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. GAAP;
• all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and
• costs associated with (a) the monitoring and preparation of regulatory reporting, including filings with the SEC and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications.
For the three months ended March 31, 2024 and 2023, the Company incurred and was invoiced by the Administrator expenses of approximately $0.5 million and $0.6 million, respectively. As of March 31, 2024, administrative expenses of $0.5 million incurred during the three months ended March 31, 2024 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2023, administrative expenses of $0.4 million incurred during the three months ended December 31, 2023 were unpaid and included in “Administrative fees payable” in the accompanying Consolidated Balance Sheet.
The Administration Agreement had an initial term of two years. The Administration Agreement was most recently re-approved on May 7, 2024 by our Board, including a majority of the Independent Directors, and will continue automatically for successive one-year periods so long as such continuance is specifically approved at least annually by the Board, including a majority of the Independent Directors. The Administration Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board, or by the Adviser, upon 90 days’ written notice to the other party. The Administration Agreement may not be assigned by a party without the consent of the other party.
Expense Support and Conditional Reimbursement Agreement
The Company has entered into an expense support agreement (the “Expense Support Agreement”) with Barings, pursuant to which Barings may elect to pay certain of the Company’s expenses on its behalf (“Expense Payment”), including organization and offering expenses, provided that no portion of the payment will be used to pay any interest expense or distribution and/or shareholder servicing fees of the Company. Any Expense Payment that Barings commits to pay must be paid by Barings to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment is made in writing, and/or offset against amounts due from us to Barings or its affiliates.
Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s stockholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess referred to herein as “Excess Operating Funds”), the Company will pay such Excess Operating Funds, or a portion thereof, to Barings until such time as all Expense Payments made by Barings to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company under the Expense Support Agreement are referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).
The amount of the Reimbursement Payment for any calendar quarter will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by Barings to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to Barings; provided that Barings may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.
The Company’s obligation to make a Reimbursement Payment will automatically become a liability of the Company on the last business day of the applicable calendar quarter, except to the extent Barings has waived its right to receive such

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
payment for the applicable quarter. The Reimbursement Payment for any calendar quarter will be paid by the Company to Barings in any combination of cash or other immediately available funds as promptly as possible following such calendar quarter and in no event later than forty-five days after the end of such calendar quarter.
Either the Company or Barings may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by the Company to Barings will remain the obligation of the Company following any such termination, subject to the terms of the Expense Support Agreement.
There were no Expense Payments or Reimbursement Payments made during the three months ended March 31, 2024 or 2023.
3. INVESTMENTS
Portfolio Composition
The Company predominately invests in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. The Adviser’s existing SEC co-investment exemptive relief under the 1940 Act permits the Company and the Adviser’s affiliated private funds and SEC regulated funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.
The cost basis of the Company’s debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and payment-in-kind (“PIK”) interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, as of March 31, 2024 and December 31, 2023 are shown in the following table:
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
Percentage of
Total
Net Assets
March 31, 2024:
Senior debt and 1st lien notes
$2,062,235 80 %$2,038,809 80 %124 %
Subordinated debt and 2nd lien notes
170,318 158,606 10 
Structured products26,435 25,527 
Equity shares271,205 10 314,083 12 19 
Equity warrants34 — 2,637 — — 
Investment in joint ventures45,603 29,249 
$2,575,830 100 %$2,568,911 100 %157 %
($ in thousands)
CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
Percentage of
Total
Net Assets
December 31, 2023:
Senior debt and 1st lien notes
$1,981,715 80 %$1,958,306 80 %150 %
Subordinated debt and 2nd lien notes
158,720 148,450 11 
Structured products27,146 23,947 
Equity shares254,999 10 297,213 12 23 
Equity warrants— 2,475 — — 
Investment in joint ventures45,143 28,538 
$2,467,727 100 %2,458,929 100 %188 %
During the three months ended March 31, 2024, the Company made 10 new investments totaling $129.7 million, made additional investments in existing portfolio companies totaling $146.4 million and made additional investments in existing joint venture equity portfolio companies totaling $1.4 million.

70


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the three months ended March 31, 2023, the Company made nine new investments totaling $71.8 million, made additional investments in existing portfolio companies totaling $59.3 million and made a $12.0 million equity co-investment alongside certain affiliates in an existing portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation.
Industry Composition
The industry composition of investments at fair value at March 31, 2024 and December 31, 2023 was as follows:
($ in thousands)March 31, 2024Percent of PortfolioPercent of Total Net AssetsDecember 31, 2023Percent of PortfolioPercent of Total Net Assets
Aerospace and Defense$139,991 5.5 %8.5 %$118,617 4.8 %9.1 %
Automotive28,706 1.1 1.8 47,469 1.9 3.6 
Banking, Finance, Insurance and Real Estate409,426 15.9 25.0 401,512 16.3 30.7 
Beverage, Food and Tobacco42,938 1.7 2.6 25,223 1.0 1.9 
Capital Equipment73,195 2.9 4.5 72,457 3.0 5.5 
Chemicals, Plastics, and Rubber31,714 1.2 1.9 27,798 1.1 2.1 
Construction and Building23,142 0.9 1.4 21,657 0.9 1.7 
Consumer Goods: Durable54,053 2.1 3.3 53,766 2.2 4.1 
Consumer Goods: Non-durable42,797 1.7 2.6 37,547 1.5 2.9 
Containers, Packaging and Glass49,024 1.9 3.0 49,219 2.0 3.8 
Energy: Electricity8,736 0.3 0.5 8,389 0.3 0.6 
Environmental Industries59,100 2.3 3.6 61,116 2.5 4.7 
Healthcare and Pharmaceuticals215,218 8.4 13.1 226,610 9.2 17.3 
High Tech Industries382,172 14.9 23.3 372,585 15.2 28.5 
Hotel, Gaming and Leisure23,686 0.9 1.4 21,742 0.9 1.7 
Investment Funds and Vehicles29,249 1.1 1.8 28,538 1.2 2.2 
Media: Advertising, Printing and Publishing27,677 1.1 1.7 27,801 1.1 2.1 
Media: Broadcasting and Subscription5,696 0.2 0.3 5,767 0.2 0.4 
Media: Diversified and Production58,495 2.3 3.6 58,154 2.4 4.5 
Services: Business477,297 18.6 29.1 390,046 15.9 29.8 
Services: Consumer130,554 5.1 8.0 127,976 5.2 9.8 
Structured Products40,333 1.6 2.5 40,421 1.6 3.1 
Telecommunications23,441 0.9 1.4 23,688 1.0 1.8 
Transportation: Cargo129,098 5.0 7.9 150,066 6.1 11.5 
Transportation: Consumer51,717 2.0 3.2 49,022 2.0 3.8 
Utilities: Electric11,456 0.4 0.7 11,743 0.5 0.9 
Total$2,568,911 100.0 %156.7 %$2,458,929 100.0 %188.1 %
CPCF BPCC LLC
On June 8, 2023, the Company established a joint venture, CPCF BPCC LLC (“CPCF BPCC”), with Cresset Partners Private Credit Fund, LLC (“CPCF”) to invest in senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. During the three months ended March 31, 2024, the Company held a 9.1% partnership interest in CPCF BPCC. As of March 31, 2024, both the cost and fair value of the Company’s investment in CPCF BPCC were $9.3 million.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
For the three months ended March 31, 2024, CPCF BPCC declared $3.4 million in dividends, of which $0.3 million was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
The total value of CPCF BPCC’s investment portfolio was $252.0 million as of March 31, 2024 as compared to $212.3 million as of December 31, 2023. As of March 31, 2024, CPCF BPCC’s investments had an aggregate cost of $250.6 million as compared to $211.1 million as of December 31, 2023. As of March 31, 2024 and December 31, 2023, the CPCF BPCC investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
March 31, 2024:
Senior debt and 1st lien notes
$250,644 100 %$252,002 100 %
$250,644 100 %$252,002 100 %
December 31, 2023:
Senior debt and 1st lien notes
$211,115 100 %$212,256 100 %
$211,115 100 %$212,256 100 %
As of March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of CPCF BPCC’s outstanding debt investments was approximately 11.0% and 11.1%, respectively.
The industry composition of CPCF BPCC’s investments at fair value at March 31, 2024 and December 31, 2023 was as follows:
($ in thousands)March 31, 2024December 31, 2023
Aerospace and Defense$23,719 9.4 %$15,754 7.4 %
Automotive6,927 2.7 6,908 3.3 
Banking, Finance, Insurance and Real Estate12,991 5.2 12,729 6.0 
Capital Equipment22,861 9.1 22,834 10.8 
Chemicals, Plastics, and Rubber2,978 1.2 2,961 1.4 
Consumer Goods: Durable2,915 1.2 2,962 1.4 
Consumer Goods: Non-durable4,900 1.9 — — 
Energy: Electricity4,826 1.9 4,962 2.3 
Healthcare and Pharmaceuticals27,747 11.0 24,572 11.6 
High Tech Industries53,424 21.2 40,316 19.0 
Media: Advertising, Printing and Publishing6,265 2.5 6,478 3.1 
Media: Diversified and Production5,881 2.3 5,806 2.7 
Services: Business54,822 21.8 44,317 20.8 
Services: Consumer9,893 3.9 9,892 4.7 
Transportation: Cargo2,995 1.2 2,911 1.4 
Transportation: Consumer4,938 2.0 4,951 2.3 
Utilities: Electric3,920 1.5 3,903 1.8 
Total$252,002 100.0 %$212,256 100.0 %

72


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The geographic composition of CPCF BPCC’s investments at fair value at March 31, 2024 and December 31, 2023 was as follows:
($ in thousands)March 31, 2024December 31, 2023
Canada$9,961 3.9 %$9,959 4.7 %
France20,585 8.2 21,122 10.0 
Germany9,835 3.9 9,945 4.7 
Netherlands2,982 1.2 3,043 1.4 
United Kingdom5,693 2.3 5,968 2.8 
USA202,946 80.5 162,219 76.4 
Total$252,002 100.0 %$212,256 100.0 %
CPCF BPCC LLC’s credit facility with Citibank, N.A., which is non-recourse to the Company, initially closed on June 16, 2023, and had approximately $159.6 million and $133.3 million outstanding as of March 31, 2024 and December 31, 2023, respectively.
The Company may sell portions of its investments via assignment to CPCF BPCC. Since inception, as of March 31, 2024 and December 31, 2023, the Company had sold $252.7 million and $212.5 million, respectively, of its investments to CPCF BPCC. For the three months ended March 31, 2024, the Company realized a loss on the sales of its investments to CPCF BPCC of $22.8 thousand. As of both March 31, 2024 and December 31, 2023, the Company did not have any unsettled receivables due from CPCF BPCC. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing, for treatment as a sale and satisfies the following conditions:
assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;
each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company; and
the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
The Company has determined that CPCF BPCC is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in CPCF BPCC as it is not a substantially wholly owned investment company subsidiary. In addition, CPCF BPCC is not an operating company and the Company does not control CPCF BPCC due to the allocation of voting rights among CPCF BPCC members.
Thompson Rivers LLC
On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Thompson Rivers. Under Thompson Rivers’ current operating agreement, as amended to date, the Company has a capital commitment of $30.0 million of equity capital to Thompson Rivers, all of which has been funded as of March 31, 2024. As of March 31, 2024, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.
For the three months ended March 31, 2024 and 2023, Thompson Rivers declared $15.0 million and $57.0 million in dividends, respectively, of which nil was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three months ended March 31, 2024 and 2023, the Company recognized $1.0 million and $3.6 million of the dividends, respectively, as a return of capital.

73


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024, Thompson Rivers had $307.7 million in Ginnie Mae early buyout loans and $7.7 million in cash. As of December 31, 2023, Thompson Rivers had $366.7 million in Ginnie Mae early buyout loans and $7.1 million in cash. As of March 31, 2024, Thompson Rivers had 1,974 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2023, Thompson Rivers had 2,305 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.
As of March 31, 2024 and December 31, 2023, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
March 31, 2024:
Federal Housing Administration (“FHA”) loans$306,491 93 %$287,390 93 %
Veterans Affairs (“VA”) loans21,604 20,295 
$328,095 100 %$307,685 100 %
December 31, 2023:
Federal Housing Administration (“FHA”) loans$360,847 93 %$342,240 93 %
Veterans Affairs (“VA”) loans25,810 24,491 
$386,657 100 %$366,731 100 %
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $70.2 million and $83.5 million outstanding as of March 31, 2024 and December 31, 2023, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $144.1 million and $170.8 million outstanding as of March 31, 2024 and December 31, 2023, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $45.1 million and $50.0 million outstanding as of March 31, 2024 and December 31, 2023, respectively.
The Company has determined that Thompson Rivers is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
As of March 31, 2024 and December 31, 2023, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 March 31, 2024
As of
 December 31, 2023
Total contributed capital by Barings Private Credit Corporation (1)$32,226 $32,226 
Total contributed capital by all members (2)$482,083 $482,083 
Total unfunded commitments by Barings Private Credit Corporation$— $— 
Total unfunded commitments by all members$— $— 
(1)Includes $2.2 million of dividend re-investments.
(2)Includes dividend re-investments of $32.1 million of total contributed capital by related parties.
Waccamaw River LLC
On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Waccamaw River. Under Waccamaw River’s current operating agreement, as amended to date, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, all of which has been funded as of March 31, 2024. As of March 31, 2024, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, all of which has been funded (including $14.0 million of recallable return of capital).

74


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
For the three months ended March 31, 2024 and 2023, Waccamaw River declared nil and $3.6 million in dividends, respectively, of which nil and $0.7 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
As of March 31, 2024, Waccamaw River had $154.9 million in unsecured consumer loans and $7.2 million in cash. As of December 31, 2023, Waccamaw River had $182.3 million in unsecured consumer loans and $6.6 million in cash. As of March 31, 2024, Waccamaw River had 19,291 outstanding loans with an average loan size of $9,764, remaining average life to maturity of 38.2 months and weighted average interest rate of 12.8%. As of December 31, 2023, Waccamaw River had 21,435 outstanding loans with an average loan size of $10,338, remaining average life to maturity of 40.0 months and weighted average interest rate of 12.7%.
Waccamaw River’s secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $55.9 million and $71.0 million outstanding as of March 31, 2024 and December 31, 2023, respectively. Waccamaw River’s secured loan borrowing with Barclays Bank PLC, which is non-recourse to the Company, had approximately $38.0 million and $51.3 million outstanding as of March 31, 2024 and December 31, 2023, respectively.
The Company has determined that Waccamaw River is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
As of March 31, 2024 and December 31, 2023, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 March 31, 2024
As of
 December 31, 2023
Total contributed capital by Barings Private Credit Corporation$25,000 $25,000 
Total contributed capital by all members (1)$139,020 $139,020 
Total unfunded commitments by Barings Private Credit Corporation$— $— 
Total unfunded commitments by all members$— $— 
(1)Includes $87.3 million of total contributed capital by related parties as of both March 31, 2024 and December 31, 2023.
Eclipse Business Capital Holdings LLC
On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $63.4 million, a second lien senior secured loan of $3.2 million and unfunded revolver of $9.6 million, alongside other related party affiliates. On August 12, 2022, the Company increased the unfunded revolver to $16.0 million. As of March 31, 2024 and December 31, 2023, $4.2 million and $3.9 million, respectively, of the revolver was funded. Eclipse conducts its business through Eclipse Business Capital LLC. Eclipse is one of the country’s leading independent asset-based lending (“ABL”) platforms that provides financing to middle-market borrowers in the U.S. and Canada. Eclipse provides revolving lines of credit and term loans ranging in size from $10 – $125 million that are secured by collateral such as accounts receivable, inventory, equipment, or real estate. Eclipse lends to both privately-owned and publicly-traded companies across a range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.
The Company has determined that Eclipse is not an investment company under ASC Topic 946, Financial Services -Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Eclipse because it does not provide services to the Company. Instead the Company accounts for its equity investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.

75


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Rocade Holdings LLC
On February 1, 2023, the Company made an equity investment in Rocade Holdings LLC (“Rocade”) of $12.0 million, alongside other related party affiliates and made additional investments thereafter during the fiscal year ended December 31, 2023 of $96.0 million. The total equity invested in Rocade as of March 31, 2024 was $108.0 million (excluding preferred dividends) and the Company had $2.0 million of unfunded preferred equity commitments. Rocade conducts its business through Rocade LLC and operates as Rocade Capital. Rocade is one of the country’s leading litigation finance platforms that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. Rocade typically provides loans to law firms that are secured by the borrowing firm’s interests in award settlements, including contingency fees expected to be earned from successful litigation. The loans generally bear floating rate PIK interest with an overall expected annualized return between 10% and 25% and collect debt service upon receipt of settlement awards and/or contingency fees. The addition of Rocade to the portfolio allows the Company to participate in an uncorrelated asset class that offer differentiated income returns as compared to directly originated loans. Rocade is led by a seasoned team of litigation finance experts.
The Company has determined that Rocade is not an investment company under ASC Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Rocade because it does not provide services to the Company. Instead the Company accounts for its equity investment in Rocade in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
The Adviser conducts the valuation of the Company’s investments, upon which the Company’s NAV is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). The Company’s current valuation policy and processes were established by the Adviser and were approved by the Board.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.
There is no single approach for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of the Company’s Level 3 investments may differ significantly from fair

76


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser’s pricing committee.
At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. The Company’s middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from

77


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investment in CPCF BPCC, Thompson Rivers and Waccamaw River
As CPCF BPCC, Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using the NAV of each company and the Company’s ownership percentage as a practical expedient. The NAV is determined in accordance with the specialized accounting guidance for investment companies.
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of March 31, 2024 and December 31, 2023. The weighted average range of unobservable inputs is based on fair value of investments.
March 31, 2024
($ in thousands)(2)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,657,375 Yield AnalysisMarket Yield6.1% – 27.0%11.0%Decrease
35,792 Market ApproachAdjusted EBITDA Multiple0.9x – 12.5x8.2xIncrease
279,000 Recent TransactionTransaction Price95.6% – 100.0%98.0%Increase
Subordinated debt and 2nd lien notes119,294 Yield AnalysisMarket Yield9.0% – 54.2%14.3%Decrease
17,380 Market ApproachAdjusted EBITDA Multiple6.0x – 11.0x8.1xIncrease
3,750 Recent TransactionTransaction Price100.0%100.0%Increase
Equity shares26,204 Yield AnalysisMarket Yield10.5% – 14.2%12.4%Decrease
260,673 Market ApproachAdjusted EBITDA Multiple5.5x – 27.5x10.9xIncrease
1,766 Market ApproachRevenue Multiple6.0x – 9.3x6.6xIncrease
8,027 Discounted Cash Flow AnalysisDiscount Rate14.5%14.5%Decrease
5,892 Net Asset ApproachLiabilities$(64,894.6)$(64,894.6)Decrease
1,928 Recent TransactionTransaction Price$0.00 – $1,037.50$419.92Increase
Equity warrants2,593 Market ApproachAdjusted EBITDA Multiple6.3x – 12.5x7.5xIncrease
(1) Excludes investments with an aggregate fair value amounting to $26,840, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) For structured products, investments with an aggregate fair value amounting to $16,603, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

During the three months ended March 31, 2024, one equity position with a fair value of $17.2 million transitioned from a market approach to a yield analysis valuation model. In addition, one senior debt and first lien note position with a fair value of $25.1 million transitioned from a yield analysis to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.




78


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2023
($ in thousands)(3)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,684,709 Yield AnalysisMarket Yield7.8% – 26.1%11.5%Decrease
17,693 Market ApproachAdjusted EBITDA Multiple1.1x – 12.5x6.5xIncrease
184,932 Recent TransactionTransaction Price95.0% – 100.0%97.7%Increase
Subordinated debt and 2nd lien notes(2)
121,811 Yield AnalysisMarket Yield8.5% – 21.0%13.8%Decrease
7,123 Market ApproachAdjusted EBITDA Multiple11.0x11.0xIncrease
Equity shares8,788 Yield AnalysisMarket Yield14.6%14.6%Decrease
274,281 Market ApproachAdjusted EBITDA Multiple4.8x – 30.0x11.0xIncrease
1,789 Market ApproachRevenue Multiple6.5x – 9.5x6.8xIncrease
6,080 Discounted Cash Flow AnalysisDiscount Rate14.2%14.2%Decrease
5,327 Net Asset ApproachLiabilities$(55,281.8)$(55,281.8)Decrease
873 Recent TransactionTransaction Price$1.00 – $10.00$4.07Increase
Equity warrants2,475 Market ApproachAdjusted EBITDA Multiple6.3x – 12.5x7.3xIncrease
(1) Excludes investments with an aggregate fair value amounting to $28,299, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) Excludes investments with an aggregate fair value amounting to $1,339, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(3) For structured products, investments with an aggregate fair value amounting to $15,705, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

During the year ended December 31, 2023, one equity position with a fair value of $2.6 million and six senior debt and first lien note positions with a fair value of $16.4 million transitioned from a yield analysis to a market approach valuation model. In addition, one senior debt and first lien note position with a fair value of $16.5 million and one structured product position with a fair value of $6.5 million transitioned from a discounted cash flow analysis to a broker quote valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.



79


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of March 31, 2024 and December 31, 2023, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of March 31, 2024
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $39,802 $1,999,007 $2,038,809 
Subordinated debt and 2nd lien notes
— 18,182 140,424 158,606 
Structured products— 8,924 16,603 25,527 
Equity shares9,593 — 304,490 314,083 
Equity warrants44 — 2,593 2,637 
Investments subject to leveling$9,637 $66,908 $2,463,117 $2,539,662 
Investment in joint ventures (1)$29,249 
$2,568,911 
Fair Value as of December 31, 2023
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $42,673 $1,915,633 $1,958,306 
Subordinated debt and 2nd lien notes
— 18,177 130,273 148,450 
Structured products— 8,242 15,705 23,947 
Equity shares75 — 297,138 297,213 
Equity warrants— — 2,475 2,475 
Investments subject to leveling$75 $69,092 $2,361,224 $2,430,391 
Investment in joint ventures (1)$28,538 
$2,458,929 
(1)The Company’s investments in CPCF BPCC, Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2024 and 2023:
Three Months Ended March 31, 2024
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,915,633 $130,273 $15,705 $297,138 $2,475 $2,361,224 
New investments250,445 21,836 — 3,779 — 276,060 
Investment restructuring(12,566)— — — — (12,566)
Transfers into (out of) Level 3, net— — — — — — 
Proceeds from sales of investments(40,481)— — — — (40,481)
Loan origination fees received(5,533)(563)— — — (6,096)
Principal repayments received(109,084)(10,676)(714)— — (120,474)
Payment-in-kind interest/dividends568 789 — 3,219 — 4,576 
Accretion of loan premium/discount186 — — — — 186 
Accretion of deferred loan origination revenue3,014 135 — — — 3,149 
Realized gain (loss)(3,897)— — — — (3,897)
Unrealized appreciation (depreciation)722 (1,370)1,612 354 118 1,436 
Fair value, end of period$1,999,007 $140,424 $16,603 $304,490 $2,593 $2,463,117 

80


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Three Months Ended March 31, 2023
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,736,050 $143,294 $16,380 $157,313 $1,083 $2,054,120 
New investments127,129 663 — 14,788 — 142,580 
Transfers into (out of) Level 3, net— — — — — — 
Proceeds from sales of investments— — — — — — 
Loan origination fees received(3,560)(20)— — — (3,580)
Principal repayments received(38,725)(685)(714)— — (40,124)
Payment-in-kind interest/dividends1,204 991 — — 2,195 
Accretion of loan premium/discount141 46 — — — 187 
Accretion of deferred loan origination revenue2,482 85 — — — 2,567 
Realized gain (loss)(1,173)(4)— — — (1,177)
Unrealized appreciation (depreciation)7,007 (237)398 6,898 (10)14,056 
Fair value, end of period$1,830,555 $144,133 $16,064 $178,999 $1,073 $2,170,824 
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized depreciation on Level 3 investments of $3.7 million during the three months ended March 31, 2024 was related to portfolio company investments that were still held by the Company as of March 31, 2024. Pre-tax net unrealized appreciation on Level 3 investments of $11.8 million during the three months ended March 31, 2023 was related to portfolio company investments that were still held by the Company as of March 31, 2023.
During the three months ended March 31, 2024, the Company made investments of approximately $237.2 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2024, the Company made investments of $40.2 million in portfolio companies to which it was previously committed to provide such financing.
During the three months ended March 31, 2023, the Company made investments of approximately $124.8 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2023, the Company made investments of $18.4 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company generally is contractually owed and recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. As of March 31, 2024, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.
Cash and Foreign Currencies
Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral for certain derivative instruments. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
Investment Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of March 31, 2024 and December 31, 2023, the Company had five and two portfolio companies, respectively, with investments that were on non-accrual.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
Payment-in-Kind Interest
The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees, covenant waiver fees and loan amendment fees, and are recorded as investment income when earned.
Fee income for the three months ended March 31, 2024 and 2023 were as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2024March 31, 2023
Recurring Fee Income:
Amortization of loan origination fees$2,205 $2,194 
Management, valuation and other fees587 562 
Total Recurring Fee Income2,792 2,756 
Non-Recurring Fee Income:
Prepayment fees25 — 
Acceleration of unamortized loan origination fees986 409 
Advisory, loan amendment and other fees573 189 
Total Non-Recurring Fee Income1,584 598 
Total Fee Income$4,376 $3,354 
General and Administrative Expenses
Other general and administrative expenses include Board fees, directors’ and officers’ insurance costs, offering costs, legal and accounting expenses, expenses reimbursable to the Adviser under the terms of the Administration Agreement and other costs related to operating the Company.
Offering Expenses
Costs associated with the offering of common stock of the Company are capitalized as deferred offering expenses and included on the Consolidated Balance Sheet in “Prepaid expenses and other assets” and amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s private offering of common stock.
Deferred Financing Fees
Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of March 31, 2024 and December 31, 2023, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of March 31, 2024 and December 31, 2023, the Company’s largest single portfolio company investment represented approximately 4.6% and 4.7%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.

83


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024, all of BPC Funding LLC’s (“BPC Funding”) assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the Revolving Credit Facility. As of March 31, 2024, all of Barings Private Credit Corporation CLO 2023-1 Ltd.’s assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the 2023 Debt Securitization. As of March 31, 2024, all assets (other than those that are owned by BPC Funding and Barings Private Credit Corporation CLO 2023-1 Ltd.) were pledged (or will be pledged when the related investment purchase settles) as collateral for the SMBC Credit Facility.
Financial and Derivative Instruments
Pursuant to ASC 815, Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Unaudited Consolidated Statements of Operations. The fair value of the Company’s interest rate swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currency
As of March 31, 2024 the Company held 17 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 74 investments that were denominated in Euros, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner and 26 investments that were denominated in British pounds sterling. As of December 31, 2023, the Company held 17 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 72 investments that were denominated in Euros, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner and 26 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rates fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statements of Operations.
In addition, during both the three months ended March 31, 2024 and March 31, 2023, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company’s investments denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) – forward currency contracts” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) – forward currency contracts” in the Company’s Unaudited Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively). The Company has historically met its minimum

84


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the three months ended March 31, 2024 and 2023, the Company recorded net expenses of $0.3 million and $0.1 million, respectively, for U.S. federal excise tax.
Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal years 2021-2022), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
For federal income tax purposes, the cost of investments owned as of March 31, 2024 and December 31, 2023 was approximately $2,554.7 million and $2,446.2 million, respectively. As of March 31, 2024, net unrealized appreciation on the Company’s investments (tax basis) was approximately $23.7 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $105.3 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $81.6 million. As of December 31, 2023, net unrealized depreciation on the Company’s investments (tax basis) was approximately $5.6 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $93.8 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $99.4 million.
In addition, the Company has a wholly-owned taxable subsidiary (the “Taxable Subsidiary”), which holds certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiary is not consolidated for income tax purposes and may generate income tax expense or benefit as a result of its ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company’s Unaudited Consolidated Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), is reflected net of applicable federal and state income taxes, if any, in the Company’s Unaudited Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Accounts payable and accrued liabilities” in the Company’s Unaudited and Audited Consolidated Balance Sheets. As of both March 31, 2024 and December 31, 2023, the Company recorded a net deferred tax liability of $0.7 million pertaining to operating losses and tax basis differences related to certain partnership interests.

85


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2024 and December 31, 2023:
Issuance Date
($ in thousands)
Maturity DateInterest Rate as of March 31, 2024March 31, 2024December 31, 2023
Credit Facilities:
Revolving Credit Facility – May 11, 2021May 11, 20267.175%$355,024 $410,967 
SMBC Credit Facility – March 6, 2023March 6, 20287.430%51,875 124,500 
Total Credit Facilities$406,899 $535,467 
Debt Securitization:
August 23, 2023 – Class A-1 NotesJuly 15, 20317.714%$295,151 $300,000 
August 23, 2023 – Class A-2 NotesJuly 15, 20318.664%35,000 35,000 
August 23, 2023 – Class A-2 LoansJuly 15, 20318.664%20,000 20,000 
August 23, 2023 – Class B NotesJuly 15, 20319.464%25,000 25,000 
August 23, 2023 – Class C NotesJuly 15, 203111.664%22,500 22,500 
(Less: Deferred financing fees)(2,326)(2,406)
Total Debt Securitization$395,325 $400,094 
Notes:
July 29, 2021 – Series A NotesJuly 29, 20263.500%$75,000 $75,000 
September 15, 2021 – Series B NotesJuly 29, 20263.500%38,000 38,000 
October 28, 2021 – Series C NotesJuly 29, 20263.500%37,000 37,000 
May 10, 2022 – Series D Notes (1)May 10, 20276.000%97,098 96,729 
July 26, 2022 – Series E Notes (1)May 10, 20276.000%53,174 52,951 
(Less: Deferred financing fees)(412)(474)
Total Notes$299,860 $299,206 
(1)Inclusive of change in fair market value of effective hedge.
The Company is required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of the Company’s total assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities, of at least 150% after each issuance of senior securities. The Company’s asset coverage ratio was 247.1% as of March 31, 2024.
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding, the Company’s wholly-owned subsidiary, entered into the Revolving Credit Facility with BNP Paribas (“BNPP”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and the Company serves as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bear interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. BPC Funding currently pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding pays an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.

86


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets are required to meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of March 31, 2024, the Company was in compliance with all covenants of the Revolving Credit Facility.
As of March 31, 2024, the Company had U.S. dollar borrowings of $218.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.613% (three month SOFR of 5.313%), borrowings denominated in British pounds sterling of £17.2 million ($21.7 million U.S. dollars) with a weighted average interest rate of 7.658% (weighted average three month adjusted cumulative compounded SONIA of 5.366%), borrowings denominated in Australian dollars of A$7.8 million ($5.1 million U.S. dollars) with an interest rate of 6.506% (three month BBSW of 4.356%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 7.553% (three month CDOR of 5.403%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.6 million U.S. dollars) with an interest rate of 8.055% (three month NZBB of 5.655%) and borrowings denominated in Euros of €94.6 million ($102.2 million U.S. dollars) with a weighted average interest rate of 6.125% (three month EURIBOR of 3.912%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) – foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
As of December 31, 2023, the Company had U.S. dollar borrowings of $304.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.704% (three month SOFR of 5.381%), borrowings denominated in British pounds sterling of £17.2 million ($21.9 million U.S. dollars) with a weighted average interest rate of 7.504% (weighted average three month adjusted cumulative compounded SONIA of 5.212%), borrowings denominated in Australian dollars of A$7.8 million ($5.3 million U.S dollars) with an interest rate of 6.465% (three month BBSW of 4.315%), borrowings denominated in Canadian dollars of C$5.4 million ($4.1 million U.S. dollars) with an interest rate of 7.212% (three month CDOR of 5.062%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.9 million U.S. dollars) with an interest rate of 8.042% (three month NZBB of 5.642%) and borrowings denominated in Euros of €64.6 million ($71.4 million U.S. dollars) with a weighted average interest rate of 6.098% (three month EURIBOR of 3.948%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
As of March 31, 2024 and December 31, 2023, the fair value of the borrowings outstanding under the Revolving Credit Facility was $355.0 million and $411.0 million, respectively. The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
SMBC Revolving Credit Facility
On March 6, 2023, the Company entered into a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent, as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto, which governs the SMBC Credit Facility. The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base,

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
which is based on the Company’s portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On February 8, 2024, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, the Company pays an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between the Company and the Administrative Agent.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to the Company varies depending upon the types of assets in the Company’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., a subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which the Company may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of the Company occurs. Upon the occurrence and during the continuation of certain event of defaults, the Administrative Agent may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of March 31, 2024, the Company was in compliance with all covenants of the SMBC Credit Facility.
As of March 31, 2024, the Company had U.S. dollar borrowings of $51.9 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.430% (one month SOFR of 5.330%). As of December 31, 2023, the Company had U.S. dollar borrowings of $124.5 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.461% (one month SOFR of 5.361%).
As of March 31, 2024 and December 31, 2023, the fair value of the borrowings outstanding under the SMBC Credit Facility was $51.9 million and $124.5 million, respectively. The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

88


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
2023 Debt Securitization
On August 23, 2023 (the “Closing Date”), the Company completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements.
On the Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of the Company, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant to an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company, as collateral trustee (the “CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consist of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 6.35% (the “Class C Notes”, and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and, together with the Secured Notes, the “Secured Debt”). Additionally, on the Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “Subordinated Notes”), which do not bear interest. The Secured Debt together with the Subordinated Notes are collectively referred to herein as the “Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street Bank and Trust Company, as loan agent and as collateral trustee. The 2023 Debt Securitization is backed by a diversified portfolio of middle-market commercial loans. The Debt is scheduled to mature on July 15, 2031; however the Debt may be redeemed by the Issuers, at the direction of the Company as holder of the Subordinated Notes, on any business day after July 15, 2024. The Company acts as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Subordinated Notes. The Company has retained all of the Subordinated Notes issued in the 2023 Debt Securitization.
The CLO Issuer intends to use the proceeds from the 2023 Debt Securitization to, among other things, purchase certain loans (“Collateral Obligations”) on the Closing Date (1) from the Company pursuant to a master loan sale agreement entered into on the Closing Date (the “Loan Sale Agreement”), and (2) from BPC Funding pursuant to the master participation and assignment agreement entered into on the Closing Date (the “Participation Agreement”), each as described below. Following the closing of the 2023 Debt Securitization, BPC Funding intends to use proceeds from the 2023 Debt Securitization to reduce certain outstanding indebtedness under the documents governing the Revolving Credit Facility.
Under the terms of the Loan Sale Agreement that provided for the sale of Collateral Obligations to the CLO Issuer, the Company transferred to the CLO Issuer a portion of its ownership interest in the Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the Loan Sale Agreement. Under the terms of the Participation Agreement, pending the settlement of the Collateral Obligations transferred to the CLO Issuer under the Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or the Company, holds all of the ownership interest in such loans and participations. The Company made customary representations, warranties and covenants in the Loan Sale Agreement.
The Secured Debt is the secured obligation of the Issuers, the Subordinated Notes are the unsecured obligations of the CLO Issuer, and the CLO Indenture and Class A-2 Credit Agreement governing the Debt include customary covenants and events of default. The Debt has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

89


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024 and December 31, 2023, the fair value of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes was $398.6 million and $402.5 million, respectively. The fair values of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
July 2026 Notes
On July 29, 2021, the Company entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021, and October 28, 2021, respectively. Barings’ parent company, MassMutual, and/or its affiliates or subsidiaries hold approximately $46.0 million in aggregate principal amount of the July 2026 Notes.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the July 2021 NPA. Interest on the July 2026 Notes is due semiannually in January and July of each year, beginning in January 2022. In addition, the Company is obligated to offer to repay the July 2026 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the July 2021 NPA, the Company may redeem the July 2026 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before January 29, 2026, a make-whole premium.
The July 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the July 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The July 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the July 2026 Notes at the time outstanding may declare all July 2026 Notes then outstanding to be immediately due and payable, subject to certain additional conditions in the event that then-outstanding July 2026 Notes are held by persons affiliated with the Company and certain of its affiliates. As of March 31, 2024, the Company was in compliance with all covenants under the July 2021 NPA.
The Company’s obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024 and December 31, 2023, the fair values of the outstanding July 2026 Notes were $136.8 million and $133.5 million, respectively. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

90


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
May 2027 Notes
On May 10, 2022, the Company entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The May 2027 Notes will mature on May 10, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the May 2022 NPA. Interest on the May 2027 Notes will be due semiannually in May and November of each year, beginning in November 2022. In addition, the Company is obligated to offer to repay the May 2027 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates. As of March 31, 2024, the Company was in compliance with all covenants under the May 2022 NPA.
The Company’s obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024 and December 31, 2023, the fair values of the outstanding May 2027 Notes were $150.3 million and $149.7 million, respectively. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The

91


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, the Company entered into a $55.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 2024 and December 31, 2023, the Company had no secured borrowings (“Secured Borrowings”) outstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.

92


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2024 and December 31, 2023:
As of March 31, 2024
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$72,160$47,13304/08/24$(49)Derivative liabilities
Foreign currency forward contract (AUD)$48,934A$72,16004/08/241,850 Derivative assets
Foreign currency forward contract (AUD)$47,900A$73,15107/08/2449 Derivative assets
Foreign currency forward contract (CAD)C$7,443$5,48704/08/2413 Derivative assets
Foreign currency forward contract (CAD)$5,595C$7,44304/08/2495 Derivative assets
Foreign currency forward contract (CAD)$5,103C$6,92407/08/24(21)Derivative liabilities
Foreign currency forward contract (DKK)8,068kr.$1,17104/08/24(2)Derivative liabilities
Foreign currency forward contract (DKK)$1,1918,068kr.04/08/2422 Derivative assets
Foreign currency forward contract (DKK)$1,1838,119kr.07/08/24Derivative assets
Foreign currency forward contract (EUR)€219,164$237,15404/08/24(411)Derivative liabilities
Foreign currency forward contract (EUR)$240,755€219,16404/08/244,011 Derivative assets
Foreign currency forward contract (EUR)$244,045€224,69207/08/24416 Derivative assets
Foreign currency forward contract (GBP)£60,373$76,22904/08/2439 Derivative assets
Foreign currency forward contract (GBP)$76,261£60,37304/08/24(7)Derivative liabilities
Foreign currency forward contract (GBP)$77,273£61,17107/08/24(41)Derivative liabilities
Foreign currency forward contract (NZD)NZ$9,270$5,56504/08/24(20)Derivative liabilities
Foreign currency forward contract (NZD)$5,806NZ$9,27004/08/24261 Derivative assets
Foreign currency forward contract (NZD)$5,722NZ$9,53307/08/2420 Derivative assets
Foreign currency forward contract (NOK)43,870kr$4,07104/08/24(27)Derivative liabilities
Foreign currency forward contract (NOK)$4,25443,870kr04/08/24209 Derivative assets
Foreign currency forward contract (NOK)$4,09544,031kr07/08/2427 Derivative assets
Foreign currency forward contract (SEK)20,577kr$1,93904/08/24(14)Derivative liabilities
Foreign currency forward contract (SEK)$2,02420,577kr04/08/2499 Derivative assets
Foreign currency forward contract (SEK)$1,95720,688kr07/08/2414 Derivative assets
Foreign currency forward contract (CHF)6,218Fr.$6,86304/08/2445 Derivative assets
Foreign currency forward contract (CHF)$7,4036,218Fr.04/08/24495 Derivative assets
Foreign currency forward contract (CHF)$7,0236,300Fr.07/08/24(46)Derivative liabilities
Total$7,029 

93


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2023
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)$45,208A$70,47301/10/24$(2,932)Derivative liabilities
Foreign currency forward contract (CAD)$5,336C$7,28001/10/24(178)Derivative liabilities
Foreign currency forward contract (DKK)$1,1287,968kr.01/10/24(55)Derivative liabilities
Foreign currency forward contract (EUR)$229,170€216,99601/10/24(10,903)Derivative liabilities
Foreign currency forward contract (GBP)£4,844$6,08601/10/2485 Derivative assets
Foreign currency forward contract (GBP)$75,288£61,97301/10/24(3,669)Derivative liabilities
Foreign currency forward contract (NZD)$5,519NZ$9,24801/10/24(342)Derivative liabilities
Foreign currency forward contract (NOK)$3,997kr43,08101/10/24(258)Derivative liabilities
Foreign currency forward contract (SEK)$1,86819,907kr01/10/24(113)Derivative liabilities
Foreign currency forward contract (CHF)$6,7596,137Fr.01/10/24(546)Derivative liabilities
Total$(18,911)
As of March 31, 2024 and December 31, 2023, the total fair values of the Company’s foreign currency forward contracts were $7.0 million and $(18.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2024 and December 31, 2023 were as follows:
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Accurus Aerospace Corporation(1)(2)Revolver$277 $380 
AD Bidco, Inc.(1)(2)Revolver1,863 — 
AD Bidco, Inc.(1)(2)Delayed Draw Term Loan5,035 — 
Adhefin International(1)(2)(3)Delayed Draw Term Loan410 419 
AirX Climate Solutions(1)Delayed Draw Term Loan5,010 5,010 
AirX Climate Solutions(1)Revolver1,695 2,050 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,598 1,634 
Americo Chemical Products, LLC(1)Revolver1,400 1,400 
Amtech LLC(1)(2)Revolver838 291 
Anju Software, Inc.(1)(2)Delayed Draw Term Loan36 36 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,021 1,030 
Arc Education(1)(3)Delayed Draw Term Loan2,518 2,576 
Argus Bidco Limited(1)(2)(4)CAF Term Loan721 1,083 
ASC Communications, LLC(1)Revolver647 647 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan623 729 
ATL II MRO Holdings Inc.(1)(2)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,455 1,522 
AWP Group Holdings, Inc.(1)Delayed Draw Term Loan237 237 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan644 644 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Beyond Risk Management, Inc.(1)Delayed Draw Term Loan2,007 2,007 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,475 1,508 

94


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Bounteous, Inc.(1)(2)Delayed Draw Term Loan— 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan191 195 
BrightSign LLC(1)(2)Revolver222 370 
British Engineering Services Holdco Limited(1)(2)(4)Acquisition/Capex Facility91 92 
CAi Software, LLC(1)(2)Revolver3,740 943 
Cascade Residential Services LLC(1)Delayed Draw Term Loan5,902 7,765 
Cascade Residential Services LLC(1)Revolver1,294 1,294 
CCFF Buyer, LLC(1)(2)Delayed Draw Term Loan3,346 — 
CCFF Buyer, LLC(1)(2)Revolver1,004 — 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan6,383 8,666 
Comply365, LLC(1)(2)Revolver575 575 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan511 523 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)(2)Revolver169 381 
Direct Travel, Inc.(1)Delayed Draw Term Loan— 87 
DISA Holdings Corp.(1)Delayed Draw Term Loan— 1,072 
DISA Holdings Corp.(1)Delayed Draw Term Loan2,559 — 
DISA Holdings Corp.(1)Revolver1,282 339 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,027 1,050 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan171 171 
Eclipse Business Capital, LLC(1)Revolver11,872 12,128 
EMI Porta Holdco LLC(1)(2)Revolver51 346 
eShipping, LLC(1)Revolver608 743 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,670 2,731 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan620 620 
Express Wash Acquisition Company, LLC(1)Revolver115 115 
Faraday(1)(3)Delayed Draw Term Loan1,935 1,980 
Finexvet(1)(3)Delayed Draw Term Loan— 1,943 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan519 524 
Forest Buyer, LLC(1)Delayed Draw Term Loan992 — 
Forest Buyer, LLC(1)Revolver595 — 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan2,538 — 
Fortis Payment Systems, LLC(1)(2)Revolver2,288 — 
GB Eagle Buyer, Inc.(1)Revolver3,226 3,226 
Glacis Acquisition S.A.R.L.(1)(2)(3)Delayed Draw Term Loan3,294 5,348 
Global Academic Group Limited(1)(2)(7)Term Loan391 414 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan86 — 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan17 53 
Greenhill II BV(1)(3)Capex Acquisition Facility118 120 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan160 167 
HeartHealth Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan239 253 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
HEKA Invest(1)(3)Delayed Draw Term Loan1,124 1,150 
HemaSource, Inc.(1)Revolver2,714 2,590 
HomeX Services Group LLC(1)Delayed Draw Term Loan8,446 8,446 

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
HomeX Services Group LLC(1)Revolver3,378 3,378 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,691 1,691 
HTI Technology & Industries(1)(2)Revolver1,128 1,128 
Ice House America, L.L.C.(1)(2)Delayed Draw Term Loan247 — 
Ice House America, L.L.C.(1)(2)Revolver574 — 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan41 42 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility— 171 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,213 1,241 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan— 115 
InvoCare Limited (1)(2)(5)Delayed Draw Term Loan739 773 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan342 1,313 
ISTO Technologies II, LLC(1)Revolver1,114 1,114 
ITI Intermodal, Inc.(1)(2)Revolver1,157 1,157 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility555 588 
Jones Fish Hatcheries & Distributors LLC(1)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan2,784 — 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan718 734 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan237 255 
Lattice Group Holdings Bidco Limited(1)(2)Revolver18 18 
LeadsOnline, LLC(1)Revolver3,190 2,679 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 18 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver86 115 
MB Purchaser, LLC(1)(2)Delayed Draw Term Loan4,121 — 
MB Purchaser, LLC(1)(2)Revolver824 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan435 435 
Megawatt Acquisitionco, Inc.(1)Revolver1,995 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility724 773 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan57 59 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan496 518 
Moonlight Bidco Limited(1)(2)(4)Delayed Draw Term Loan556 562 
Narda Acquisitionco., Inc.(1)Revolver1,059 1,059 
NAW Buyer, LLC(1)(2)Delayed Draw Term Loan9,223 9,223 
NAW Buyer, LLC(1)(2)Revolver2,075 1,845 
NeoxCo(1)(3)Delayed Draw Term Loan486 497 
Next Holdco, LLC(1)Delayed Draw Term Loan5,984 5,984 
Next Holdco, LLC(1)Revolver2,321 2,321 
NF Holdco, LLC(1)Revolver1,183 887 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan936 958 
OA Buyer, Inc.(1)Revolver1,154 1,331 
OAC Holdings I Corp(1)(2)Revolver1,076 1,370 
Omni Intermediate Holdings, LLC(1)Delayed Draw Term Loan— 806 
OSP Hamilton Purchaser, LLC(1)(2)Revolver1,607 1,607 
OSP Hamilton Purchaser, LLC(1)(2)Delayed Draw Term Loan5,319 5,319 

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Pare SAS (SAS Maurice MARLE)(1)(2)Delayed Draw Term Loan2,100 2,100 
Parkview Dental Holdings, LLC(1)(2)Delayed Draw Term Loan328 328 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,939 3,939 
PDQ.Com Corporation(1)Delayed Draw Term Loan2,679 2,679 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Acquisition Facility1,255 1,284 
Process Insights Acquisition, Inc.(1)Delayed Draw Term Loan1,220 1,220 
Process Insights Acquisition, Inc.(1)Revolver1,125 — 
Process Insights Acquisition, Inc.(1)Revolver— 1,323 
ProfitOptics, LLC(1)(2)Revolver35 84 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan163 211 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan201 206 
Qualified Industries, LLC(1)Revolver364 364 
Questel Unite(1)(2)(3)Incremental Term Loan2,733 2,795 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,682 1,682 
R1 Holdings, LLC(1)Revolver1,947 1,947 
Randys Holdings, Inc.(1)Delayed Draw Term Loan4,854 5,516 
Randys Holdings, Inc.(1)Revolver1,716 1,658 
Rocade Holdings LLC(1)Preferred Equity2,000 2,000 
Rock Labor, LLC(1)(2)Revolver941 941 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,229 1,229 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,531 — 
Royal Buyer, LLC(1)Revolver2,330 1,787 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility— 42 
Sanoptis S.A.R.L.(1)(2)(3)CAF Term Loan691 2,186 
SBP Holdings LP(1)Delayed Draw Term Loan— 151 
SBP Holdings LP(1)Delayed Draw Term Loan10,774 15,062 
SBP Holdings LP(1)Revolver710 1,065 
Scaled Agile, Inc.(1)(2)Revolver280 280 
Scout Bidco B.V.(1)(2)(3)Revolver313 320 
Simulation Software Investment Company Pty Ltd(1)(2)Delayed Draw Term Loan408 408 
Sinari Invest(1)(2)(3)Delayed Draw Term Loan604 617 
SISU ACQUISITIONCO., INC(1)(2)Delayed Draw Term Loan80 160 
Smartling, Inc.(1)Revolver1,038 1,038 
SmartShift Group, Inc.(1)Delayed Draw Term Loan5,690 5,690 
SmartShift Group, Inc.(1)Revolver2,731 2,731 
Solo Buyer, L.P.(1)Revolver1,330 1,330 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Delayed Draw Term Loan399 399 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Revolver117 90 
Spatial Business Systems LLC(1)Delayed Draw Term Loan1,875 1,875 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan331 398 
Superjet Buyer, LLC(1)Revolver1,369 1,369 
SVI International LLC(1)Delayed Draw Term Loan74 — 
SVI International LLC(1)Revolver74 — 
Syntax Systems Ltd(1)Revolver259 358 
Tank Holding Corp(1)Delayed Draw Term Loan1,126 1,358 

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Tank Holding Corp(1)Revolver491 480 
Tanqueray Bidco Limited(1)(4)Capex Facility1,143 1,153 
Techone B.V.(1)(2)(3)Revolver238 146 
Tencarva Machinery Company, LLC(1)(2)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan— 2,724 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver1,233 1,233 
The Cleaver-Brooks Company, Inc.(1)Revolver2,768 2,768 
The Hilb Group, LLC(1)Delayed Draw Term Loan— 672 
Trader Corporation(1)(6)Revolver345 354 
Trintech, Inc.(1)Revolver1,020 1,020 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan2,244 2,244 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan911 1,469 
TSYL Corporate Buyer, Inc.(1)Revolver642 642 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan— 1,509 
UBC Ledgers Holding AB(1)(2)(9)Delayed Draw Term Loan791 840 
UBC Ledgers Holding AB(1)(2)(9)Revolver262 278 
Union Bidco Limited(1)(4)Acquisition Facility220 222 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility621 636 
Unither (Uniholding)(1)(3)Delayed Draw Term Loan468 479 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan2,333 2,360 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 107 
West-NR AcquisitionCo., LLC(1)Delayed Draw Term Loan3,750 3,750 
Whitcraft Holdings, Inc.(1)Revolver1,308 2,347 
White Bidco Limited(1)Delayed Draw Term Loan514 514 
Woodland Foods, LLC(1)(2)Line of Credit244 492 
World 50, Inc.(1)(2)Revolver1,703 — 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan6,627 — 
WWEC Holdings III Corp(1)(2)Revolver3,359 1,514 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan3,202 4,125 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan762 2,932 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan4,388 — 
ZB Holdco LLC(1)(2)Revolver541 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility— 1,333 
Total unused commitments to extend financing$283,522 $267,681 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(8)Actual commitment amount is denominated in Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swedish kronor. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2024 and 2023:
 Three Months EndedThree Months Ended
($ in thousands, except share and per share amounts)March 31, 2024March 31, 2023
Per share data:
Net asset value at beginning of period$20.84 $20.55 
Net investment income (1)0.57 0.61 
Net realized gain (loss) on investments / foreign currency transactions / forward currency contracts (1)(0.27)(0.42)
Net unrealized appreciation (depreciation) on investments / foreign currency transactions / forward currency contracts (1)0.42 0.57 
Total increase from investment operations (1)0.72 0.76 
Dividends paid to stockholders from net investment income(0.60)(0.49)
Dividends paid to stockholders from short-term realized gains— (0.02)
Total dividends declared(0.60)(0.51)
Net asset value at end of period$20.96 $20.80 
Shares outstanding at end of period78,202,476 53,790,939 
Net assets at end of period$1,639,197 $1,118,966 
Average net assets$1,365,329 $1,092,490 
Ratio of total expenses to average net assets (annualized) (2)9.88 %9.69 %
Ratio of net investment income to average net assets (annualized) (2)11.88 %11.96 %
Portfolio turnover ratio (annualized)7.07 %2.25 %
Total return (3)3.49 %3.74 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies, including joint ventures.
(3)Total return is calculated as the change in NAV per share during the period, divided by the beginning NAV per share and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period.
9. SUBSEQUENT EVENTS
On April 1, 2024, the Company sold 3,262,785.81 unregistered shares of its common stock (with the number of shares issued being determined on April 23, 2024), for aggregate consideration of approximately $68.4 million at a price per share of $20.96, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by the Company and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder and/or Regulation S under the Securities Act.
On May 7, 2024, the Board declared regular monthly distributions for June 2024 through August 2024. The regular monthly cash distributions, each in the gross amount of $0.20 per share, are payable on June 27, 2024, July 29, 2024 and August 28, 2024, to stockholders of record on June 25, 2024, July 26, 2024 and August 26, 2024, respectively.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three months ended March 31, 2024, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2023. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend, “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (“SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and are externally managed by Barings LLC (“Barings” or the “Adviser”), an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). In addition, we have elected for federal income tax purposes to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code’) and expect to maintain our qualification as a RIC annually thereafter.
An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of an amended and restated investment advisory agreement (“Advisory Agreement”) and an administration agreement (“Administration Agreement”).

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We are a non-exchange traded, privately offered perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “privately offered perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the BDC on a continuous basis in private offerings at a price equal to the BDC’s net asset value (“NAV”) per share.
Our primary investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. We focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities, high-yield investments and/or mortgage securities. Barings employs fundamental credit analysis, and targets investments in businesses with low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk relative to other businesses in this market segment. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and seeks to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated, would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
Formation Transactions/Initial Portfolio
On May 12, 2021, shortly prior to our election to be regulated as a BDC and conversion to a Maryland corporation, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, we acquired from, Massachusetts Mutual Life Insurance Company (“MassMutual”) and C.M. Life Insurance Company (“CM Life”), a subsidiary of MassMutual, a select portfolio of senior secured private debt investments in, and funding obligations to, well-established middle-market businesses that operate across a wide range of industries (the “Initial Portfolio”).
The investments in the Initial Portfolio were selected based upon our defined investment objective, amount and type of unfunded obligations associated with each investment and the investment requirements set forth under the 1940 Act or otherwise imposed by applicable laws, rules or regulations, including in accordance with our election to be treated as a RIC for tax purposes.
The aggregate purchase price for the Initial Portfolio was $602.4 million, which is equal to the sum of the fair values of each investment in the Initial Portfolio at the time of purchase of the Initial Portfolio, net of accrued fees associated with certain unfunded obligations in the Initial Portfolio. The investments in the Initial Portfolio were valued as of March 31, 2021 by an independent third-party valuation firm, provided that any investments in the Initial Portfolio acquired by MassMutual or CM Life after March 31, 2021 were initially valued at cost. In connection with the acquisition of the Initial Portfolio, Barings conducted certain valuation procedures to confirm whether there had been any material changes to the fair value of the investments and obligations in the Initial Portfolio from the previously determined fair value thereof and concluded that no purchase price adjustments were necessary given the absence of any such material changes.
We continue to invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Terms of our senior secured private debt investments are generally between five and seven years and bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities.
As of both March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 11.1%. As of both March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 11.0%.

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Relationship with Our Adviser, Barings
Our Adviser, Barings, a wholly-owned subsidiary of MassMutual, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Advisers Act. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $324.0 billion Global Fixed Income Platform (as of March 31, 2024) that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the U.S. and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of March 31, 2024, BIIL had approximately £17.0 billion in assets under management.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 43 investment professionals (as of March 31, 2024) located in three offices in the United States. The U.S. Investment Team provides a full set of solutions to the North American middle market, including first and second lien senior secured loans, unitranche structures, revolvers, mezzanine debt and equity co-investments. The U.S. Investment Team averages approximately 20 years of industry experience at the Managing Director and Director level. Also included in Barings GPFG are its Europe and Asia-Pacific Investment Committees and Private Finance Teams, which are responsible for our investment origination and portfolio monitoring activities for middle-market companies in Europe and Asia-Pacific geographies. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
We have entered into an expense support agreement (the “Expense Support Agreement”) with Barings, pursuant to which Barings may elect to pay certain of our expenses on our behalf (“Expense Payments”), including organization and offering expenses, provided that no portion of the payment will be used to pay any of our interest expenses or any distribution and/or shareholder servicing fees. Any Expense Payment that Barings commits to pay must be paid by Barings to us in any combination of cash or other immediately available funds no later than forty-five days after such commitment is made in writing, and/or offset against amounts due from us to Barings or its affiliates. If Barings elects to pay certain of our expenses, Barings will be entitled to reimbursement of such expenses from us if Available Operating Funds (as defined in “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements) exceed the cumulative distributions accrued to our stockholders, subject to the terms of the Expense Support Agreement.
Portfolio Composition
The total fair value of our investment portfolio was $2,568.9 million and $2,458.9 million as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024, we had investments in 305 portfolio companies with an aggregate cost of $2,575.8 million. As of December 31, 2023, we had investments in 302 portfolio companies with an aggregate cost of $2,467.7 million. As of March 31, 2024 and December 31, 2023, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.

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As of March 31, 2024 and December 31, 2023, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
March 31, 2024:
Senior debt and 1st lien notes
$2,062,235 80 %$2,038,809 80 %
Subordinated debt and 2nd lien notes
170,318 158,606 
Structured products26,435 25,527 
Equity shares271,205 10 314,083 12 
Equity warrants34 — 2,637 — 
Investment in joint ventures45,603 29,249 
$2,575,830 100 %$2,568,911 100 %
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
December 31, 2023:
Senior debt and 1st lien notes
$1,981,715 80 %$1,958,306 80 %
Subordinated debt and 2nd lien notes
158,720 148,450 
Structured products27,146 23,947 
Equity shares254,999 10 297,213 12 
Equity warrants— 2,475 — 
Investment in joint ventures45,143 28,538 
$2,467,727 100 %$2,458,929 100 %
Investment Activity
During the three months ended March 31, 2024, we made 10 new investments totaling $129.7 million, made additional investments in existing portfolio companies totaling $146.4 million and made additional investments in existing joint venture equity portfolio companies totaling $1.4 million. We had 11 loans repaid totaling $100.4 million and received $22.5 million of portfolio company principal payments and sales proceeds and recognized a net realized gain on these transactions of $0.3 million. We sold $40.2 million of middle-market portfolio debt investments to one of our joint ventures, realizing a loss on these transactions of $22.8 thousand and recognized a loss of $4.3 million on one of our investments that was restructured. In addition, we received proceeds related to the sale of equity investments totaling $3.7 million and recognized a net realized gain on such sales totaling $0.5 million. Lastly, we received $1.0 million of return of capital from one of our joint ventures.
During the three months ended March 31, 2023, we made nine new investments totaling $71.8 million, made additional investments in existing portfolio companies totaling $59.3 million and made a $12.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 4 loans repaid at par totaling $29.2 million and received $11.0 million of portfolio company principal payments and sales proceeds, recognizing a net loss on these transactions of $0.5 million. In addition, we recognized a loss of $0.6 million on one of our debt investments that was restructured. Finally, we received $3.6 million of return of capital from one of our joint ventures.

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Total portfolio investment activity for the three months ended March 31, 2024 and 2023 was as follows:
Three Months Ended
March 31, 2024:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity
Warrants
Investment in Joint VenturesTotal
Fair value, beginning of period$1,958,306 $148,450 $23,947 $297,213 $2,475 $28,538 $2,458,929 
New investments250,445 21,836 — 3,779 — 1,410 277,470 
Investment restructuring(12,566)— — 12,536 30 — — 
Proceeds from sales of investments/return of capital(40,481)— — (3,666)— (951)(45,098)
Loan origination fees received(5,533)(563)— — — — (6,096)
Principal repayments received(111,236)(10,676)(714)— — — (122,626)
Payment-in-kind interest/dividends568 789 — 3,219 — — 4,576 
Accretion of loan premium/discount206 35 — — — 245 
Accretion of deferred loan origination revenue3,014 177 — — — — 3,191 
Realized gain (loss)(3,897)— — 338 — — (3,559)
Unrealized appreciation (depreciation)(17)(1,442)2,290 664 132 252 1,879 
Fair value, end of period$2,038,809 $158,606 $25,527 $314,083 $2,637 $29,249 $2,568,911 
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity
Warrants
Investment in Joint VenturesTotal
Fair value, beginning of period$1,777,492 $163,899 $25,022 $158,131 $1,083 $32,253 $2,157,880 
New investments127,129 663 — 15,349 — — 143,141 
Proceeds from sales of investments/return of capital— — — — — (3,614)(3,614)
Loan origination fees received(3,560)(20)— — — — (3,580)
Principal repayments received(38,759)(685)(714)— — — (40,158)
Payment-in-kind interest/dividends1,204 991 — — — — 2,195 
Accretion of loan premium/discount151 48 — — — 202 
Accretion of deferred loan origination revenue2,482 121 — — — — 2,603 
Realized gain (loss)(1,173)(4)— — — — (1,177)
Unrealized appreciation (depreciation)7,425 110 115 7,143 (10)(877)13,906 
Fair value, end of period$1,872,391 $165,123 $24,426 $180,623 $1,073 $27,762 $2,271,398 

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Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of March 31, 2024, we had five portfolio companies with investments on non-accrual, the aggregate fair value of which was $9.8 million, which comprised 0.4% of the total fair value of our portfolio, and the aggregate cost of which was $18.1 million, which comprised 0.7% of the total cost of our portfolio. As of December 31, 2023, we had two portfolio companies with their debt investments on non-accrual, the aggregate fair value of which was $14.0 million, which comprised 0.6% of the total fair value of our portfolio, and the aggregate cost of which was $18.2 million, which comprised 0.7% of the total cost of our portfolio.
A summary of our non-accrual assets as of March 31, 2024 is provided below:
Anju Software, Inc.
During the quarter ended September 30, 2023, we placed our first lien senior secured debt investment in Anju Software, Inc., or Anju Software, on non-accrual status. As a result, under U.S. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our first lien senior secured debt investment in Anju Software for financial reporting purposes. As of March 31, 2024, the cost of our first lien senior secured debt investment in Anju Software was $1.4 million and the fair value of such investment was $0.3 million.
Canadian Orthodontic Partners Corp.
During the quarter ended March 31, 2024, we placed our debt investment in Canadian Orthodontic Partners Corp., or Canadian Orthodontics, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Canadian Orthodontics for financial reporting purposes. As of March 31, 2024, the cost of our debt investment in Canadian Orthodontics was $4.9 million and the fair value of such investment was $2.9 million.
GPNZ II GmbH
During the quarter ended March 31, 2024, we placed our debt investments in GPNZ II GmbH., or GPNZ, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in GPNZ for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in GPNZ was $0.6 million and the fair value of such investments was $0.4 million.
Marmoutier Holding B.V.
During the quarter ended March 31, 2024, we placed our debt investments in Marmoutier Holding B.V., or Marmoutier, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Marmoutier for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in Marmoutier was $2.6 million and the fair value of such investments was $1.2 million.
Sandvine Corporation
During the quarter ended March 31, 2024, we placed our debt investments in Sandvine Corporation, or Sandvine, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Sandvine for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in Sandvine was $8.5 million and the fair value of such investments was $5.0 million.

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Results of Operations
Comparison of the three months ended March 31, 2024 and 2023
Operating results for the three months ended March 31, 2024 and 2023 were as follows:
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Total investment income$74,294 $59,122 
Total operating expenses33,479 26,404 
Net investment income before taxes40,815 32,718 
Income taxes, including excise tax expense250 53 
Net investment income after taxes40,565 32,665 
Net realized gains (losses)(18,873)(22,384)
Net unrealized appreciation (depreciation)29,706 30,246 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts10,833 7,862 
Net increase in net assets resulting from operations$51,398 $40,527 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Investment income:
Total interest income$60,553 $49,976 
Total dividend income6,739 3,712 
Total fee and other income4,376 3,354 
Total payment-in-kind interest income2,365 2,071 
Interest income from cash261 
Total investment income$74,294 $59,122 
The change in total investment income for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, was primarily due to an increase in the weighted average yield on the portfolio from higher base rates, an increase in the average size of our portfolio and increased dividends from portfolio companies and joint venture investments. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 11.1% as of March 31, 2024, as compared to 10.3% as of March 31, 2023. The amount of our outstanding debt investments was $2,290.7 million as of March 31, 2024, as compared to $2,136.8 million as of March 31, 2023. The increase in the average size of our portfolio was largely due to net additions in middle-market and special situation investments. For the three months ended March 31, 2024, dividends from portfolio companies and joint venture investments were $6.7 million, as compared to $3.7 million for the three months ended March 31, 2023. For the three months ended March 31, 2024, PIK interest income was $2.4 million, as compared to $2.1 million for the three months ended March 31, 2023.
Operating Expenses
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Operating expenses:
Interest and other financing fees$24,152 $18,563 
Base management fee4,593 3,849 
Incentive management fees3,067 2,594 
Other general and administrative expenses1,667 1,398 
Total operating expenses$33,479 $26,404 

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Interest and Other Financing Fees
Interest and other financing fees during the three months ended March 31, 2024 were primarily attributable to borrowings under the Revolving Credit Facility, the SMBC Credit Facility, the 2023 Debt Securitization, the July 2026 Notes and the May 2027 Notes (each as defined below under “Financial Condition, Liquidity and Capital Resources”). Interest and other financing fees during the three months ended March 31, 2023 were attributable to borrowings under the Revolving Credit Facility, the SMBC Credit Facility, the July 2026 Notes, the May 2027 Notes and Secured Borrowings (as defined below under “Financial Condition, Liquidity and Capital Resources”). The increase in interest and other financing fees for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 was primarily attributable to interest and other financing fees on the 2023 Debt Securitization and an increase in the weighted average interest rate on the Revolving Credit Facility. The weighted average interest rate on the Revolving Credit Facility was 7.2% as of March 31, 2024, as compared to 6.7% as of March 31, 2023.
Base Management Fee
Under the Advisory Agreement, we pay Barings a base management fee (the “Base Management Fee”), quarterly in arrears on a calendar quarter basis. The base management feeBase Management Fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. The base management feeBase Management Fee for any partial quarter is appropriately pro-rated. See Note 2“Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangement thereunder. For the three months ended March 31, 20232024 and 2022,2023, the amount of base management feeBase Management Fees incurred waswere approximately $3.8$4.6 million and $2.2$3.8 million, respectively. The increase in the Base Management FeeFees for the three months ended March 31, 20232024 versus the corresponding 20222023 period is primarily related to the average value of gross assets increasing from $1,156.6 million as of the end of the two most recently completed calendar quarters prior to March 31, 2022 to $2,052.7 million as of the end of the two most recently completed calendar quarters prior to March 31, 2023.2023 to $2,449.5 million as of the end of the two most recently completed calendar quarters prior to March 31, 2024.
Incentive Fee
Under the Advisory Agreement, we pay Barings an incentive fee. The incentive fee will beis determined and paid quarterly in arrears based on the amount by which (x) the aggregate “pre-incentive fee net investment income” in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the hurdle amount in respect of the Trailing Twelve Months. The incentive fee is subject to a cap (the “Incentive Fee Cap”), which during each of the three months ended March 31, 2024 and March 31, 2023, was an amount equal to 0.50% of the average value of the our gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each quarter during the trailing twelve months and appropriately adjusted for any share issuances or repurchases during the period. See Note 2“Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Advisory Agreement and the fee arrangements thereunder. For the three months ended March 31, 2023,2024, the amount of incentive fee incurred was approximately $3.1 million as compared to $2.6 million. Formillion for the three months ended March 31, 2022, we did not incur any incentive fees because2023. The increase in the incentive fee was not payable untilfor the completionthree months ended March 31, 2024 as compared to the three months ended March 31, 2023, relates predominately to an increase in pre-incentive fee net investment income and to the value of the first full calendar quarter followinggross assets used in the one-year anniversaryIncentive Fee Cap calculation. The amount of pre-incentive fee net investment income was $43.9 million as of March 31, 2024 as compared to $35.3 million as of March 31, 2023. The average value of gross assets used in the initial effective dateIncentive Fee Cap calculation increased from $2,075.4 million as of the Advisory Agreement, May 13, 2021.
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March 31, 2023 to $2,453.4 million as of March 31, 2024.
Other General and Administrative Expenses
Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. For the three months ended March 31, 20232024 and 2022,2023, the amount of administration expense incurred and invoiced by Barings for expenses was $0.6$0.5 million and $0.4$0.6 million, respectively. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include Board fees, D&Odirectors’ and officers’ insurance costs, offering costs, legal and accounting expenses and other costs related to our operations.

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Net Realized Gains (Losses)
Net realized gains (losses) during the three months ended March 31, 20232024 and 20222023 were as follows:
Three Months
 Ended
Three Months
 Ended
Three Months
Ended
Three Months
Ended
Three Months
Ended
($ in thousands)
($ in thousands)
($ in thousands)($ in thousands)March 31, 2023March 31, 2022
Net realized gains (losses):Net realized gains (losses):
Net realized gains (losses):
Net realized gains (losses):
Non-Control / Non-Affiliate investments
Non-Control / Non-Affiliate investments
Non-Control / Non-Affiliate investmentsNon-Control / Non-Affiliate investments$(1,177)$(143)
Net realized gains (losses) on investmentsNet realized gains (losses) on investments(1,177)(143)
Net realized gains (losses) on investments
Net realized gains (losses) on investments
Foreign currency transactionsForeign currency transactions(21,207)414 
Foreign currency transactions
Foreign currency transactions
Forward currency contracts
Forward currency contracts
Forward currency contracts
Net realized gains (losses)
Net realized gains (losses)
Net realized gains (losses)Net realized gains (losses)$(22,384)$271 
    
During the three months ended March 31, 2024, we recognized net realized losses totaling $18.9 million, which consisted primarily of a net loss on our forward currency contracts of $14.9 million, a net loss on our loan portfolio of $3.6 million and a net loss on foreign currency transactions of $0.4 million. The net loss on our investment portfolio predominately related to the restructuring of one investment which was primarily reclassified from unrealized depreciation during the three months ended March 31, 2024.
During the three months ended March 31, 2023, we recognized net realized losses totaling $22.4 million, which consisted primarily of a net loss on foreignforward currency transactionscontracts of $21.2$21.4 million and a net loss on our loan portfolio of $1.2 million. During the three months ended March 31, 2022, we recognized net realized gains totaling $0.3 million, which consisted primarily ofpartially offset by a net gain on foreign currency transactions of $0.4 million, partially offset by a net loss on our loan portfolio of $0.1$0.2 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three months ended March 31, 20232024 and 20222023 were as follows:
Three Months
 Ended
Three Months
 Ended
Three Months
Ended
Three Months
Ended
Three Months
Ended
($ in thousands)
($ in thousands)
($ in thousands)($ in thousands)March 31, 2023March 31, 2022
Net unrealized appreciation (depreciation)Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments$8,975 $(6,120)
Affiliate investments4,802 14,280 
Net unrealized appreciation (depreciation) on investments13,777 8,160 
Foreign currency transactions16,469 3,460 
Net unrealized appreciation (depreciation)Net unrealized appreciation (depreciation)$30,246 $11,620 
Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments
Non-Control / Non-Affiliate investments
Non-Control / Non-Affiliate investments
Affiliate investments
Affiliate investments
Affiliate investments
Net unrealized appreciation (depreciation) on investments
Net unrealized appreciation (depreciation) on investments
Net unrealized appreciation (depreciation) on investments
Foreign currency transactions
Foreign currency transactions
Foreign currency transactions
Forward currency contracts
Forward currency contracts
Forward currency contracts
Net unrealized appreciation (depreciation)
Net unrealized appreciation (depreciation)
Net unrealized appreciation (depreciation)
During the three months ended March 31, 2024, we recorded net unrealized appreciation totaling $29.7 million, consisting of net unrealized appreciation related to our forward currency contracts of $25.9 million, net unrealized appreciation related to foreign currency transactions of $1.9 million and net unrealized appreciation reclassification adjustments of $5.3 million related to the net realized losses on the sales / repayments and restructures of certain investments, partially offset by net unrealized depreciation on our current portfolio of $3.4 million. The net unrealized depreciation on our current portfolio of $3.4 million was driven primarily by the impact of foreign currency exchange rates on investments of $12.0 million and credit or fundamental performance of investments of $4.9 million, partially offset by broad market moves for investments of $13.5 million.
During the three months ended March 31, 2023, we recorded net unrealized appreciation totaling $30.2 million, consisting of net unrealized appreciation related to our forward currency contracts of $19.1 million, net unrealized appreciation on our current portfolio of $11.6 million, net unrealized appreciation reclassification adjustments of $2.3 million related to the net realized losses on the sales / repayments of certain investments, andpartially offset by net unrealized appreciationdepreciation related to foreign currency transactions of $16.5$2.6 million partially offset byand deferred taxes of $0.2 million. The net unrealized appreciation on our current portfolio of $11.6 million was driven primarily by the impact of foreign currency exchange rates on investments of $7.0 million, credit or fundamental performance of investments of $5.2 million, partially offset by broad market moves for investments of $0.6 million.
During the three months ended March 31, 2022, we recorded net unrealized appreciation totaling $11.6 million, consisting of net unrealized appreciation on our current portfolio of $8.5 million and net unrealized appreciation related to foreign currency transactions of $3.5 million, partially offset by net unrealized depreciation reclassification adjustments of $0.2 million and deferred tax liability of $0.2 million. The net unrealized appreciation on our current portfolio of $8.5 million was driven primarily by credit or fundamental performance of investments of $17.5 million, partially offset by the impact of foreign currency exchange rates on investments of $4.1 million and broad market moves for investments of $4.9 million.


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Financial Condition, Liquidity and Capital Resources
We believe that our current cash and cash equivalents on hand, our available borrowing capacity under the Revolving Credit Facility and the SMBC Credit Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. In addition, we expect to generate cash from the net proceeds of our continuous offering of shares of common stock in the Private Offering.our private offering. This “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with the notes to our Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
Under the 1940 Act, we are requiredOn May 13, 2021, our stockholders approved a proposal to meet anauthorize us to be subject to a reduced asset coverage ratio definedof at least 150% under the 1940 Act. As a result of stockholder approval, effective May 14, 2021, our applicable minimum asset coverage ratio under the 1940 Act aswas decreased to 150% from 200%. Thus, we are permitted under the ratio1940 Act, under specified conditions, to issue multiple classes of our total assets (less all liabilitiesdebt and indebtedness not represented byone class of stock senior securities) to our outstanding senior securities, ofcommon stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each issuance of senior securities.such issuance. Our asset coverage ratio was 191.8%247.1% as of March 31, 2023.2024.
Cash FlowsJuly 2026 Notes
ForOn July 29, 2021, the three months ended March 31, 2023, we experiencedCompany entered into a net decrease in cash in the amount of $56.2 million. During that period, our operating activities used $148.4 million in cash, consisting primarily of purchases of portfolio investments of $228.7 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $83.6 million. In addition, our financing activities provided net cash of $92.2 million, consisting primarily of net borrowings of $64.0 million under the SMBC Credit Facility, net secured borrowings of $38.6 million and proceeds fromNote Purchase Agreement (the “July 2021 NPA”) governing the issuance of common stock(1) $75.0 million in aggregate principal amount of $18.0Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million partially offsetin aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021, and October 28, 2021, respectively. Barings’ parent company, MassMutual, and/or its affiliates or subsidiaries hold approximately $46.0 million in aggregate principal amount of the July 2026 Notes.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by dividends paidthe Company in accordance with the terms of the July 2021 NPA. Interest on the July 2026 Notes is due semiannually in January and July of each year, beginning in January 2022. In addition, the Company is obligated to offer to repay the July 2026 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the July 2021 NPA, the Company may redeem the July 2026 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before January 29, 2026, a make-whole premium.
The July 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the July 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The July 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the July 2026 Notes at the time outstanding may declare all July 2026 Notes then outstanding to be immediately due and payable, subject to certain additional conditions in the amountevent that then-outstanding July 2026 Notes are held by persons affiliated with the Company and certain of $26.9 million.its affiliates. As of March 31, 2023, we had $35.3 million2024, the Company was in compliance with all covenants under the July 2021 NPA.
The Company’s obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of cash on hand, including foreign currencies.
For the three months ended March 31, 2022, we experienced a net decrease in cashSecurities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the amountUnited States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of $94.5 million. During that period, our operating activities used $219.1 million in cash, consisting primarily of purchases of portfolio investments of $244.0 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $10.5 million. In addition, our financing activities provided net cash of $124.6 million, consisting primarily of net borrowings of $139.3 million under the Revolving Credit Facility and proceeds from the issuance of common stock of $3.3 million, partially offset by dividends paid in the amount of $17.0 million. Securities Act, as applicable.
As of March 31, 2022, we had $29.02024 and December 31, 2023, the fair values of the outstanding July 2026 Notes were $136.8 million and $133.5 million, respectively. The fair value determinations of cashthe Series A Notes, Series B Notes and Series C Notes were based on hand, including foreign currencies.a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
Financing Transactions

BNP Paribas Revolving90


Barings Private Credit FacilityCorporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
May 2027 Notes
On May 11, 2021, BPC Funding, our wholly-owned subsidiary,10, 2022, the Company entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured revolving credit facilitydebt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The May 2027 Notes will mature on May 10, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with BNP Paribas (“BNPP”) (as amended, the “Revolving Credit Facility”). BNPP servesterms of the May 2022 NPA. Interest on the May 2027 Notes will be due semiannually in May and November of each year, beginning in November 2022. In addition, the Company is obligated to offer to repay the May 2027 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as administrative agent, State Street Banka BDC within the meaning of the 1940 Act, and Trustcertain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company serves as collateral agent, and we serve as servicer under the Revolving Credit Facility. 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The initial maximumMay 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of borrowings availablethe May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates. As of March 31, 2024, the Company was in compliance with all covenants under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9,May 2022 BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million.NPA.
AdvancesThe Company’s obligations under the Revolving Credit Facility initially boreMay 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024 and December 31, 2023, the fair values of the outstanding May 2027 Notes were $150.3 million and $149.7 million, respectively. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a per annumcompounded daily rate equalof SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the caseCompany’s Unaudited Consolidated Statements of dollar advances, three-month LIBOR, and inOperations. As of March 31, 2024, the caseinterest rate swap had a fair value of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending$(2.9) million. Depending on the nature of the advances being requested underbalance at period end, the Revolvingfair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The

91


Barings Private Credit Facility. EffectiveCorporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the Company’s interest rate swap is based on March 9,unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, the term SOFR referenceCompany entered into a $55.0 million notional value interest rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bearswap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a per annumcompounded daily rate equal to three-month termof SOFR plus an applicable margin3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of 1.80% to 2.75% per annum dependinginterest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(1.8) million. Depending on the nature of the advances being requested underbalance at period end, the Revolving Credit Agreement. BPC Funding currently pays an unused feefair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Fundingunadjusted prices from independent pricing services and BNPP. Commencing on September 9, 2022, BPC Funding will pay an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.independent indicative broker quotes, which are Level 2 inputs.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding vary depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
99


Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of March 31, 2023, we were in compliance with all covenants of the Revolving Credit Facility.Secured Borrowings
As of March 31, 2024 and December 31, 2023, wethe Company had U.S. dollarno secured borrowings (“Secured Borrowings”) outstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of $653.4 million outstanding undercertain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the Revolvingcounterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.

92


Barings Private Credit Facility with a weighted averageCorporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest rate of 7.019% (three month SOFR of 4.676%), borrowings denominated in British pounds sterling of £30.2 million ($37.3 million U.S. dollars) with a weighted average interest rate of 5.412% (weighted average three month adjusted cumulative compounded SONIA of 3.080%), borrowings denominated in Australian dollars of A$7.8 million ($5.2 million U.S. dollars) with an interest rate of 5.532% (three month BBSW of 3.382%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 7.173% (three month CDOR of 5.023%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.8 million U.S. dollars) with an interest rate of 7.255% (three month NZBB of 4.855%)income from the Company’s investments and borrowings denominated in Euros of €86.6 million ($94.1 million U.S. dollars) with an interest rate of 4.659% (three month EURIBOR of 2.492%). Therelated borrowings denominated in foreign currenciescurrencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2024 and December 31, 2023:
As of March 31, 2024
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$72,160$47,13304/08/24$(49)Derivative liabilities
Foreign currency forward contract (AUD)$48,934A$72,16004/08/241,850 Derivative assets
Foreign currency forward contract (AUD)$47,900A$73,15107/08/2449 Derivative assets
Foreign currency forward contract (CAD)C$7,443$5,48704/08/2413 Derivative assets
Foreign currency forward contract (CAD)$5,595C$7,44304/08/2495 Derivative assets
Foreign currency forward contract (CAD)$5,103C$6,92407/08/24(21)Derivative liabilities
Foreign currency forward contract (DKK)8,068kr.$1,17104/08/24(2)Derivative liabilities
Foreign currency forward contract (DKK)$1,1918,068kr.04/08/2422 Derivative assets
Foreign currency forward contract (DKK)$1,1838,119kr.07/08/24Derivative assets
Foreign currency forward contract (EUR)€219,164$237,15404/08/24(411)Derivative liabilities
Foreign currency forward contract (EUR)$240,755€219,16404/08/244,011 Derivative assets
Foreign currency forward contract (EUR)$244,045€224,69207/08/24416 Derivative assets
Foreign currency forward contract (GBP)£60,373$76,22904/08/2439 Derivative assets
Foreign currency forward contract (GBP)$76,261£60,37304/08/24(7)Derivative liabilities
Foreign currency forward contract (GBP)$77,273£61,17107/08/24(41)Derivative liabilities
Foreign currency forward contract (NZD)NZ$9,270$5,56504/08/24(20)Derivative liabilities
Foreign currency forward contract (NZD)$5,806NZ$9,27004/08/24261 Derivative assets
Foreign currency forward contract (NZD)$5,722NZ$9,53307/08/2420 Derivative assets
Foreign currency forward contract (NOK)43,870kr$4,07104/08/24(27)Derivative liabilities
Foreign currency forward contract (NOK)$4,25443,870kr04/08/24209 Derivative assets
Foreign currency forward contract (NOK)$4,09544,031kr07/08/2427 Derivative assets
Foreign currency forward contract (SEK)20,577kr$1,93904/08/24(14)Derivative liabilities
Foreign currency forward contract (SEK)$2,02420,577kr04/08/2499 Derivative assets
Foreign currency forward contract (SEK)$1,95720,688kr07/08/2414 Derivative assets
Foreign currency forward contract (CHF)6,218Fr.$6,86304/08/2445 Derivative assets
Foreign currency forward contract (CHF)$7,4036,218Fr.04/08/24495 Derivative assets
Foreign currency forward contract (CHF)$7,0236,300Fr.07/08/24(46)Derivative liabilities
Total$7,029 

93


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2023
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)$45,208A$70,47301/10/24$(2,932)Derivative liabilities
Foreign currency forward contract (CAD)$5,336C$7,28001/10/24(178)Derivative liabilities
Foreign currency forward contract (DKK)$1,1287,968kr.01/10/24(55)Derivative liabilities
Foreign currency forward contract (EUR)$229,170€216,99601/10/24(10,903)Derivative liabilities
Foreign currency forward contract (GBP)£4,844$6,08601/10/2485 Derivative assets
Foreign currency forward contract (GBP)$75,288£61,97301/10/24(3,669)Derivative liabilities
Foreign currency forward contract (NZD)$5,519NZ$9,24801/10/24(342)Derivative liabilities
Foreign currency forward contract (NOK)$3,997kr43,08101/10/24(258)Derivative liabilities
Foreign currency forward contract (SEK)$1,86819,907kr01/10/24(113)Derivative liabilities
Foreign currency forward contract (CHF)$6,7596,137Fr.01/10/24(546)Derivative liabilities
Total$(18,911)
As of March 31, 2024 and December 31, 2023, the total fair values of the Company’s foreign currency forward contracts were $7.0 million and $(18.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2024 and December 31, 2023 were as follows:
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Accurus Aerospace Corporation(1)(2)Revolver$277 $380 
AD Bidco, Inc.(1)(2)Revolver1,863 — 
AD Bidco, Inc.(1)(2)Delayed Draw Term Loan5,035 — 
Adhefin International(1)(2)(3)Delayed Draw Term Loan410 419 
AirX Climate Solutions(1)Delayed Draw Term Loan5,010 5,010 
AirX Climate Solutions(1)Revolver1,695 2,050 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,598 1,634 
Americo Chemical Products, LLC(1)Revolver1,400 1,400 
Amtech LLC(1)(2)Revolver838 291 
Anju Software, Inc.(1)(2)Delayed Draw Term Loan36 36 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,021 1,030 
Arc Education(1)(3)Delayed Draw Term Loan2,518 2,576 
Argus Bidco Limited(1)(2)(4)CAF Term Loan721 1,083 
ASC Communications, LLC(1)Revolver647 647 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan623 729 
ATL II MRO Holdings Inc.(1)(2)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,455 1,522 
AWP Group Holdings, Inc.(1)Delayed Draw Term Loan237 237 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan644 644 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Beyond Risk Management, Inc.(1)Delayed Draw Term Loan2,007 2,007 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,475 1,508 

94


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Bounteous, Inc.(1)(2)Delayed Draw Term Loan— 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan191 195 
BrightSign LLC(1)(2)Revolver222 370 
British Engineering Services Holdco Limited(1)(2)(4)Acquisition/Capex Facility91 92 
CAi Software, LLC(1)(2)Revolver3,740 943 
Cascade Residential Services LLC(1)Delayed Draw Term Loan5,902 7,765 
Cascade Residential Services LLC(1)Revolver1,294 1,294 
CCFF Buyer, LLC(1)(2)Delayed Draw Term Loan3,346 — 
CCFF Buyer, LLC(1)(2)Revolver1,004 — 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan6,383 8,666 
Comply365, LLC(1)(2)Revolver575 575 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan511 523 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)(2)Revolver169 381 
Direct Travel, Inc.(1)Delayed Draw Term Loan— 87 
DISA Holdings Corp.(1)Delayed Draw Term Loan— 1,072 
DISA Holdings Corp.(1)Delayed Draw Term Loan2,559 — 
DISA Holdings Corp.(1)Revolver1,282 339 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,027 1,050 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan171 171 
Eclipse Business Capital, LLC(1)Revolver11,872 12,128 
EMI Porta Holdco LLC(1)(2)Revolver51 346 
eShipping, LLC(1)Revolver608 743 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,670 2,731 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan620 620 
Express Wash Acquisition Company, LLC(1)Revolver115 115 
Faraday(1)(3)Delayed Draw Term Loan1,935 1,980 
Finexvet(1)(3)Delayed Draw Term Loan— 1,943 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan519 524 
Forest Buyer, LLC(1)Delayed Draw Term Loan992 — 
Forest Buyer, LLC(1)Revolver595 — 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan2,538 — 
Fortis Payment Systems, LLC(1)(2)Revolver2,288 — 
GB Eagle Buyer, Inc.(1)Revolver3,226 3,226 
Glacis Acquisition S.A.R.L.(1)(2)(3)Delayed Draw Term Loan3,294 5,348 
Global Academic Group Limited(1)(2)(7)Term Loan391 414 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan86 — 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan17 53 
Greenhill II BV(1)(3)Capex Acquisition Facility118 120 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan160 167 
HeartHealth Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan239 253 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
HEKA Invest(1)(3)Delayed Draw Term Loan1,124 1,150 
HemaSource, Inc.(1)Revolver2,714 2,590 
HomeX Services Group LLC(1)Delayed Draw Term Loan8,446 8,446 

95


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
HomeX Services Group LLC(1)Revolver3,378 3,378 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,691 1,691 
HTI Technology & Industries(1)(2)Revolver1,128 1,128 
Ice House America, L.L.C.(1)(2)Delayed Draw Term Loan247 — 
Ice House America, L.L.C.(1)(2)Revolver574 — 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan41 42 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility— 171 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,213 1,241 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan— 115 
InvoCare Limited (1)(2)(5)Delayed Draw Term Loan739 773 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan342 1,313 
ISTO Technologies II, LLC(1)Revolver1,114 1,114 
ITI Intermodal, Inc.(1)(2)Revolver1,157 1,157 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility555 588 
Jones Fish Hatcheries & Distributors LLC(1)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan2,784 — 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan718 734 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan237 255 
Lattice Group Holdings Bidco Limited(1)(2)Revolver18 18 
LeadsOnline, LLC(1)Revolver3,190 2,679 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 18 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver86 115 
MB Purchaser, LLC(1)(2)Delayed Draw Term Loan4,121 — 
MB Purchaser, LLC(1)(2)Revolver824 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan435 435 
Megawatt Acquisitionco, Inc.(1)Revolver1,995 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility724 773 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan57 59 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan496 518 
Moonlight Bidco Limited(1)(2)(4)Delayed Draw Term Loan556 562 
Narda Acquisitionco., Inc.(1)Revolver1,059 1,059 
NAW Buyer, LLC(1)(2)Delayed Draw Term Loan9,223 9,223 
NAW Buyer, LLC(1)(2)Revolver2,075 1,845 
NeoxCo(1)(3)Delayed Draw Term Loan486 497 
Next Holdco, LLC(1)Delayed Draw Term Loan5,984 5,984 
Next Holdco, LLC(1)Revolver2,321 2,321 
NF Holdco, LLC(1)Revolver1,183 887 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan936 958 
OA Buyer, Inc.(1)Revolver1,154 1,331 
OAC Holdings I Corp(1)(2)Revolver1,076 1,370 
Omni Intermediate Holdings, LLC(1)Delayed Draw Term Loan— 806 
OSP Hamilton Purchaser, LLC(1)(2)Revolver1,607 1,607 
OSP Hamilton Purchaser, LLC(1)(2)Delayed Draw Term Loan5,319 5,319 

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Pare SAS (SAS Maurice MARLE)(1)(2)Delayed Draw Term Loan2,100 2,100 
Parkview Dental Holdings, LLC(1)(2)Delayed Draw Term Loan328 328 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,939 3,939 
PDQ.Com Corporation(1)Delayed Draw Term Loan2,679 2,679 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Acquisition Facility1,255 1,284 
Process Insights Acquisition, Inc.(1)Delayed Draw Term Loan1,220 1,220 
Process Insights Acquisition, Inc.(1)Revolver1,125 — 
Process Insights Acquisition, Inc.(1)Revolver— 1,323 
ProfitOptics, LLC(1)(2)Revolver35 84 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan163 211 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan201 206 
Qualified Industries, LLC(1)Revolver364 364 
Questel Unite(1)(2)(3)Incremental Term Loan2,733 2,795 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,682 1,682 
R1 Holdings, LLC(1)Revolver1,947 1,947 
Randys Holdings, Inc.(1)Delayed Draw Term Loan4,854 5,516 
Randys Holdings, Inc.(1)Revolver1,716 1,658 
Rocade Holdings LLC(1)Preferred Equity2,000 2,000 
Rock Labor, LLC(1)(2)Revolver941 941 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,229 1,229 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,531 — 
Royal Buyer, LLC(1)Revolver2,330 1,787 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility— 42 
Sanoptis S.A.R.L.(1)(2)(3)CAF Term Loan691 2,186 
SBP Holdings LP(1)Delayed Draw Term Loan— 151 
SBP Holdings LP(1)Delayed Draw Term Loan10,774 15,062 
SBP Holdings LP(1)Revolver710 1,065 
Scaled Agile, Inc.(1)(2)Revolver280 280 
Scout Bidco B.V.(1)(2)(3)Revolver313 320 
Simulation Software Investment Company Pty Ltd(1)(2)Delayed Draw Term Loan408 408 
Sinari Invest(1)(2)(3)Delayed Draw Term Loan604 617 
SISU ACQUISITIONCO., INC(1)(2)Delayed Draw Term Loan80 160 
Smartling, Inc.(1)Revolver1,038 1,038 
SmartShift Group, Inc.(1)Delayed Draw Term Loan5,690 5,690 
SmartShift Group, Inc.(1)Revolver2,731 2,731 
Solo Buyer, L.P.(1)Revolver1,330 1,330 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Delayed Draw Term Loan399 399 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Revolver117 90 
Spatial Business Systems LLC(1)Delayed Draw Term Loan1,875 1,875 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan331 398 
Superjet Buyer, LLC(1)Revolver1,369 1,369 
SVI International LLC(1)Delayed Draw Term Loan74 — 
SVI International LLC(1)Revolver74 — 
Syntax Systems Ltd(1)Revolver259 358 
Tank Holding Corp(1)Delayed Draw Term Loan1,126 1,358 

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Tank Holding Corp(1)Revolver491 480 
Tanqueray Bidco Limited(1)(4)Capex Facility1,143 1,153 
Techone B.V.(1)(2)(3)Revolver238 146 
Tencarva Machinery Company, LLC(1)(2)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan— 2,724 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver1,233 1,233 
The Cleaver-Brooks Company, Inc.(1)Revolver2,768 2,768 
The Hilb Group, LLC(1)Delayed Draw Term Loan— 672 
Trader Corporation(1)(6)Revolver345 354 
Trintech, Inc.(1)Revolver1,020 1,020 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan2,244 2,244 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan911 1,469 
TSYL Corporate Buyer, Inc.(1)Revolver642 642 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan— 1,509 
UBC Ledgers Holding AB(1)(2)(9)Delayed Draw Term Loan791 840 
UBC Ledgers Holding AB(1)(2)(9)Revolver262 278 
Union Bidco Limited(1)(4)Acquisition Facility220 222 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility621 636 
Unither (Uniholding)(1)(3)Delayed Draw Term Loan468 479 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan2,333 2,360 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 107 
West-NR AcquisitionCo., LLC(1)Delayed Draw Term Loan3,750 3,750 
Whitcraft Holdings, Inc.(1)Revolver1,308 2,347 
White Bidco Limited(1)Delayed Draw Term Loan514 514 
Woodland Foods, LLC(1)(2)Line of Credit244 492 
World 50, Inc.(1)(2)Revolver1,703 — 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan6,627 — 
WWEC Holdings III Corp(1)(2)Revolver3,359 1,514 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan3,202 4,125 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan762 2,932 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan4,388 — 
ZB Holdco LLC(1)(2)Revolver541 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility— 1,333 
Total unused commitments to extend financing$283,522 $267,681 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes
(4)Actual commitment amount is denominated in foreign exchange ratesBritish pounds sterling. Commitment was translated into U.S. dollars based on the Revolvingspot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

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Barings Private Credit Facility borrowingsCorporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(8)Actual commitment amount is includeddenominated in “net unrealized appreciation (depreciation) - foreign currency transactions”Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swedish kronor. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2024 and 2023:
 Three Months EndedThree Months Ended
($ in thousands, except share and per share amounts)March 31, 2024March 31, 2023
Per share data:
Net asset value at beginning of period$20.84 $20.55 
Net investment income (1)0.57 0.61 
Net realized gain (loss) on investments / foreign currency transactions / forward currency contracts (1)(0.27)(0.42)
Net unrealized appreciation (depreciation) on investments / foreign currency transactions / forward currency contracts (1)0.42 0.57 
Total increase from investment operations (1)0.72 0.76 
Dividends paid to stockholders from net investment income(0.60)(0.49)
Dividends paid to stockholders from short-term realized gains— (0.02)
Total dividends declared(0.60)(0.51)
Net asset value at end of period$20.96 $20.80 
Shares outstanding at end of period78,202,476 53,790,939 
Net assets at end of period$1,639,197 $1,118,966 
Average net assets$1,365,329 $1,092,490 
Ratio of total expenses to average net assets (annualized) (2)9.88 %9.69 %
Ratio of net investment income to average net assets (annualized) (2)11.88 %11.96 %
Portfolio turnover ratio (annualized)7.07 %2.25 %
Total return (3)3.49 %3.74 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies, including joint ventures.
(3)Total return is calculated as the change in NAV per share during the period, divided by the beginning NAV per share and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period.
9. SUBSEQUENT EVENTS
On April 1, 2024, the Company sold 3,262,785.81 unregistered shares of its common stock (with the number of shares issued being determined on April 23, 2024), for aggregate consideration of approximately $68.4 million at a price per share of $20.96, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by the Company and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder and/or Regulation S under the Securities Act.
On May 7, 2024, the Board declared regular monthly distributions for June 2024 through August 2024. The regular monthly cash distributions, each in the gross amount of $0.20 per share, are payable on June 27, 2024, July 29, 2024 and August 28, 2024, to stockholders of record on June 25, 2024, July 26, 2024 and August 26, 2024, respectively.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three months ended March 31, 2024, including a brief discussion of Operations.
SMBC Revolving Credit Facility
On March 6, 2023, we entered intoour business, key factors that impacted our performance and a senior secured revolving credit facility (the “SMBC Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement,summary of our operating results. The following discussion should be read in conjunction with Sumitomo Mitsui Banking Corporation, as administrative agent, as lead arranger and as sole bookrunner,the Unaudited Consolidated Financial Statements and the lendersnotes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and issuing banksthe Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2023. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend, “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (“SEC”) from time to time party thereto .
The initial principal amounttime. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the SMBC Credit Facility is $115 million, subjectfinancial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to availability underterrorism in our operations or the borrowing base, which iseconomy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our portfolio investmentscurrent expectations, estimates, forecasts, information and other outstanding indebtedness, with an accordion provision to permit increases toprojections about the total facility amount up to $500 million, subject toindustry in which we operate and the satisfactionbeliefs and assumptions of certain conditions.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the natureour management as of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023,date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we will pay an unused feeare required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of 0.50% per annum if the unused facility amount is equalnew information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between us and the Administrative Agent.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., a subsidiary of our, and will be guaranteed by certain domestic subsidiaries of ourthrough reports that are formed or acquired by uswe in the future (collectively,may file with the “Subsidiary Guarantors”SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and are externally managed by Barings LLC (“Barings” or the “Adviser”), an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). In addition, we have elected for federal income tax purposes to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code’) and expect to maintain our qualification as a RIC annually thereafter.
An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of an amended and restated investment advisory agreement (“Advisory Agreement”) and an administration agreement (“Administration Agreement”).

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ProceedsWe are a non-exchange traded, privately offered perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “privately offered perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the BDC on a continuous basis in private offerings at a price equal to the BDC’s net asset value (“NAV”) per share.
Our primary investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. We focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities, high-yield investments and/or mortgage securities. Barings employs fundamental credit analysis, and targets investments in businesses with low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk relative to other businesses in this market segment. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and seeks to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated, would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
Formation Transactions/Initial Portfolio
On May 12, 2021, shortly prior to our election to be regulated as a BDC and conversion to a Maryland corporation, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, we acquired from, Massachusetts Mutual Life Insurance Company (“MassMutual”) and C.M. Life Insurance Company (“CM Life”), a subsidiary of MassMutual, a select portfolio of senior secured private debt investments in, and funding obligations to, well-established middle-market businesses that operate across a wide range of industries (the “Initial Portfolio”).
The investments in the Initial Portfolio were selected based upon our defined investment objective, amount and type of unfunded obligations associated with each investment and the investment requirements set forth under the 1940 Act or otherwise imposed by applicable laws, rules or regulations, including in accordance with our election to be treated as a RIC for tax purposes.
The aggregate purchase price for the Initial Portfolio was $602.4 million, which is equal to the sum of the fair values of each investment in the Initial Portfolio at the time of purchase of the Initial Portfolio, net of accrued fees associated with certain unfunded obligations in the Initial Portfolio. The investments in the Initial Portfolio were valued as of March 31, 2021 by an independent third-party valuation firm, provided that any investments in the Initial Portfolio acquired by MassMutual or CM Life after March 31, 2021 were initially valued at cost. In connection with the acquisition of the Initial Portfolio, Barings conducted certain valuation procedures to confirm whether there had been any material changes to the fair value of the investments and obligations in the Initial Portfolio from the previously determined fair value thereof and concluded that no purchase price adjustments were necessary given the absence of any such material changes.
We continue to invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Terms of our senior secured private debt investments are generally between five and seven years and bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities.
As of both March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 11.1%. As of both March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 11.0%.

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Relationship with Our Adviser, Barings
Our Adviser, Barings, a wholly-owned subsidiary of MassMutual, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Advisers Act. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $324.0 billion Global Fixed Income Platform (as of March 31, 2024) that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the U.S. and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of March 31, 2024, BIIL had approximately £17.0 billion in assets under management.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 43 investment professionals (as of March 31, 2024) located in three offices in the United States. The U.S. Investment Team provides a full set of solutions to the North American middle market, including first and second lien senior secured loans, unitranche structures, revolvers, mezzanine debt and equity co-investments. The U.S. Investment Team averages approximately 20 years of industry experience at the Managing Director and Director level. Also included in Barings GPFG are its Europe and Asia-Pacific Investment Committees and Private Finance Teams, which are responsible for our investment origination and portfolio monitoring activities for middle-market companies in Europe and Asia-Pacific geographies. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
We have entered into an expense support agreement (the “Expense Support Agreement”) with Barings, pursuant to which Barings may elect to pay certain of our expenses on our behalf (“Expense Payments”), including organization and offering expenses, provided that no portion of the payment will be used to pay any of our interest expenses or any distribution and/or shareholder servicing fees. Any Expense Payment that Barings commits to pay must be paid by Barings to us in any combination of cash or other immediately available funds no later than forty-five days after such commitment is made in writing, and/or offset against amounts due from us to Barings or its affiliates. If Barings elects to pay certain of our expenses, Barings will be entitled to reimbursement of such expenses from us if Available Operating Funds (as defined in “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements) exceed the cumulative distributions accrued to our stockholders, subject to the terms of the Expense Support Agreement.
Portfolio Composition
The total fair value of our investment portfolio was $2,568.9 million and $2,458.9 million as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024, we had investments in 305 portfolio companies with an aggregate cost of $2,575.8 million. As of December 31, 2023, we had investments in 302 portfolio companies with an aggregate cost of $2,467.7 million. As of March 31, 2024 and December 31, 2023, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.

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As of March 31, 2024 and December 31, 2023, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
March 31, 2024:
Senior debt and 1st lien notes
$2,062,235 80 %$2,038,809 80 %
Subordinated debt and 2nd lien notes
170,318 158,606 
Structured products26,435 25,527 
Equity shares271,205 10 314,083 12 
Equity warrants34 — 2,637 — 
Investment in joint ventures45,603 29,249 
$2,575,830 100 %$2,568,911 100 %
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
December 31, 2023:
Senior debt and 1st lien notes
$1,981,715 80 %$1,958,306 80 %
Subordinated debt and 2nd lien notes
158,720 148,450 
Structured products27,146 23,947 
Equity shares254,999 10 297,213 12 
Equity warrants— 2,475 — 
Investment in joint ventures45,143 28,538 
$2,467,727 100 %$2,458,929 100 %
Investment Activity
During the three months ended March 31, 2024, we made 10 new investments totaling $129.7 million, made additional investments in existing portfolio companies totaling $146.4 million and made additional investments in existing joint venture equity portfolio companies totaling $1.4 million. We had 11 loans repaid totaling $100.4 million and received $22.5 million of portfolio company principal payments and sales proceeds and recognized a net realized gain on these transactions of $0.3 million. We sold $40.2 million of middle-market portfolio debt investments to one of our joint ventures, realizing a loss on these transactions of $22.8 thousand and recognized a loss of $4.3 million on one of our investments that was restructured. In addition, we received proceeds related to the sale of equity investments totaling $3.7 million and recognized a net realized gain on such sales totaling $0.5 million. Lastly, we received $1.0 million of return of capital from one of our joint ventures.
During the three months ended March 31, 2023, we made nine new investments totaling $71.8 million, made additional investments in existing portfolio companies totaling $59.3 million and made a $12.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 4 loans repaid at par totaling $29.2 million and received $11.0 million of portfolio company principal payments and sales proceeds, recognizing a net loss on these transactions of $0.5 million. In addition, we recognized a loss of $0.6 million on one of our debt investments that was restructured. Finally, we received $3.6 million of return of capital from one of our joint ventures.

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Total portfolio investment activity for the three months ended March 31, 2024 and 2023 was as follows:
Three Months Ended
March 31, 2024:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity
Warrants
Investment in Joint VenturesTotal
Fair value, beginning of period$1,958,306 $148,450 $23,947 $297,213 $2,475 $28,538 $2,458,929 
New investments250,445 21,836 — 3,779 — 1,410 277,470 
Investment restructuring(12,566)— — 12,536 30 — — 
Proceeds from sales of investments/return of capital(40,481)— — (3,666)— (951)(45,098)
Loan origination fees received(5,533)(563)— — — — (6,096)
Principal repayments received(111,236)(10,676)(714)— — — (122,626)
Payment-in-kind interest/dividends568 789 — 3,219 — — 4,576 
Accretion of loan premium/discount206 35 — — — 245 
Accretion of deferred loan origination revenue3,014 177 — — — — 3,191 
Realized gain (loss)(3,897)— — 338 — — (3,559)
Unrealized appreciation (depreciation)(17)(1,442)2,290 664 132 252 1,879 
Fair value, end of period$2,038,809 $158,606 $25,527 $314,083 $2,637 $29,249 $2,568,911 
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity
Warrants
Investment in Joint VenturesTotal
Fair value, beginning of period$1,777,492 $163,899 $25,022 $158,131 $1,083 $32,253 $2,157,880 
New investments127,129 663 — 15,349 — — 143,141 
Proceeds from sales of investments/return of capital— — — — — (3,614)(3,614)
Loan origination fees received(3,560)(20)— — — — (3,580)
Principal repayments received(38,759)(685)(714)— — — (40,158)
Payment-in-kind interest/dividends1,204 991 — — — — 2,195 
Accretion of loan premium/discount151 48 — — — 202 
Accretion of deferred loan origination revenue2,482 121 — — — — 2,603 
Realized gain (loss)(1,173)(4)— — — — (1,177)
Unrealized appreciation (depreciation)7,425 110 115 7,143 (10)(877)13,906 
Fair value, end of period$1,872,391 $165,123 $24,426 $180,623 $1,073 $27,762 $2,271,398 

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Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of March 31, 2024, we had five portfolio companies with investments on non-accrual, the aggregate fair value of which was $9.8 million, which comprised 0.4% of the total fair value of our portfolio, and the aggregate cost of which was $18.1 million, which comprised 0.7% of the total cost of our portfolio. As of December 31, 2023, we had two portfolio companies with their debt investments on non-accrual, the aggregate fair value of which was $14.0 million, which comprised 0.6% of the total fair value of our portfolio, and the aggregate cost of which was $18.2 million, which comprised 0.7% of the total cost of our portfolio.
A summary of our non-accrual assets as of March 31, 2024 is provided below:
Anju Software, Inc.
During the quarter ended September 30, 2023, we placed our first lien senior secured debt investment in Anju Software, Inc., or Anju Software, on non-accrual status. As a result, under U.S. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our first lien senior secured debt investment in Anju Software for financial reporting purposes. As of March 31, 2024, the cost of our first lien senior secured debt investment in Anju Software was $1.4 million and the fair value of such investment was $0.3 million.
Canadian Orthodontic Partners Corp.
During the quarter ended March 31, 2024, we placed our debt investment in Canadian Orthodontic Partners Corp., or Canadian Orthodontics, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Canadian Orthodontics for financial reporting purposes. As of March 31, 2024, the cost of our debt investment in Canadian Orthodontics was $4.9 million and the fair value of such investment was $2.9 million.
GPNZ II GmbH
During the quarter ended March 31, 2024, we placed our debt investments in GPNZ II GmbH., or GPNZ, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in GPNZ for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in GPNZ was $0.6 million and the fair value of such investments was $0.4 million.
Marmoutier Holding B.V.
During the quarter ended March 31, 2024, we placed our debt investments in Marmoutier Holding B.V., or Marmoutier, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Marmoutier for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in Marmoutier was $2.6 million and the fair value of such investments was $1.2 million.
Sandvine Corporation
During the quarter ended March 31, 2024, we placed our debt investments in Sandvine Corporation, or Sandvine, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Sandvine for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in Sandvine was $8.5 million and the fair value of such investments was $5.0 million.

105



Results of Operations
Comparison of the three months ended March 31, 2024 and 2023
Operating results for the three months ended March 31, 2024 and 2023 were as follows:
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Total investment income$74,294 $59,122 
Total operating expenses33,479 26,404 
Net investment income before taxes40,815 32,718 
Income taxes, including excise tax expense250 53 
Net investment income after taxes40,565 32,665 
Net realized gains (losses)(18,873)(22,384)
Net unrealized appreciation (depreciation)29,706 30,246 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts10,833 7,862 
Net increase in net assets resulting from operations$51,398 $40,527 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Investment income:
Total interest income$60,553 $49,976 
Total dividend income6,739 3,712 
Total fee and other income4,376 3,354 
Total payment-in-kind interest income2,365 2,071 
Interest income from cash261 
Total investment income$74,294 $59,122 
The change in total investment income for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, was primarily due to an increase in the weighted average yield on the portfolio from higher base rates, an increase in the average size of our portfolio and increased dividends from portfolio companies and joint venture investments. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 11.1% as of March 31, 2024, as compared to 10.3% as of March 31, 2023. The amount of our outstanding debt investments was $2,290.7 million as of March 31, 2024, as compared to $2,136.8 million as of March 31, 2023. The increase in the average size of our portfolio was largely due to net additions in middle-market and special situation investments. For the three months ended March 31, 2024, dividends from portfolio companies and joint venture investments were $6.7 million, as compared to $3.7 million for the three months ended March 31, 2023. For the three months ended March 31, 2024, PIK interest income was $2.4 million, as compared to $2.1 million for the three months ended March 31, 2023.
Operating Expenses
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Operating expenses:
Interest and other financing fees$24,152 $18,563 
Base management fee4,593 3,849 
Incentive management fees3,067 2,594 
Other general and administrative expenses1,667 1,398 
Total operating expenses$33,479 $26,404 

106



Interest and Other Financing Fees
Interest and other financing fees during the three months ended March 31, 2024 were primarily attributable to borrowings under the Revolving Credit Facility, the SMBC Credit Facility, may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributionsthe 2023 Debt Securitization, the July 2026 Notes and investments,the May 2027 Notes (each as defined below under “Financial Condition, Liquidity and acquisitionCapital Resources”). Interest and funding, and such other uses as permittedfinancing fees during the three months ended March 31, 2023 were attributable to borrowings under the SMBCRevolving Credit Agreement.
The period during which we may borrow underFacility, the SMBC Credit Facility, expiresthe July 2026 Notes, the May 2027 Notes and Secured Borrowings (as defined below under “Financial Condition, Liquidity and Capital Resources”). The increase in interest and other financing fees for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 was primarily attributable to interest and other financing fees on the 2023 Debt Securitization and an increase in the weighted average interest rate on the Revolving Credit Facility. The weighted average interest rate on the Revolving Credit Facility was 7.2% as of March 5, 2027,31, 2024, as compared to 6.7% as of March 31, 2023.
Base Management Fee
Under the Advisory Agreement, we pay Barings a base management fee (the “Base Management Fee”), quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. The Base Management Fee for any partial quarter is appropriately pro-rated. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangement thereunder. For the three months ended March 31, 2024 and 2023, the amount of Base Management Fees incurred were approximately $4.6 million and $3.8 million, respectively. The increase in the Base Management Fees for the three months ended March 31, 2024 versus the corresponding 2023 period is primarily related to the average value of gross assets increasing from $2,052.7 million as of the end of the two most recently completed calendar quarters prior to March 31, 2023 to $2,449.5 million as of the end of the two most recently completed calendar quarters prior to March 31, 2024.
Incentive Fee
Under the Advisory Agreement, we pay Barings an incentive fee. The incentive fee is determined and paid quarterly in arrears based on the amount by which (x) the aggregate “pre-incentive fee net investment income” in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the hurdle amount in respect of the Trailing Twelve Months. The incentive fee is subject to a cap (the “Incentive Fee Cap”), which during each of the three months ended March 31, 2024 and March 31, 2023, was an amount equal to 0.50% of the average value of the our gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each quarter during the trailing twelve months and appropriately adjusted for any share issuances or repurchases during the period. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Advisory Agreement and the fee arrangements thereunder. For the three months ended March 31, 2024, the amount of incentive fee incurred was approximately $3.1 million as compared to $2.6 million for the three months ended March 31, 2023. The increase in the incentive fee for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, relates predominately to an increase in pre-incentive fee net investment income and to the value of the gross assets used in the Incentive Fee Cap calculation. The amount of pre-incentive fee net investment income was $43.9 million as of March 31, 2024 as compared to $35.3 million as of March 31, 2023. The average value of gross assets used in the Incentive Fee Cap calculation increased from $2,075.4 million as of March 31, 2023 to $2,453.4 million as of March 31, 2024.
Other General and Administrative Expenses
Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. For the three months ended March 31, 2024 and 2023, the amount of administration expense incurred and invoiced by Barings for expenses was $0.5 million and $0.6 million, respectively. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include Board fees, directors’ and officers’ insurance costs, legal and accounting expenses and other costs related to our operations.

107



Net Realized Gains (Losses)
Net realized gains (losses) during the three months ended March 31, 2024 and 2023 were as follows:
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Net realized gains (losses):
Non-Control / Non-Affiliate investments$(3,559)$(1,177)
Net realized gains (losses) on investments(3,559)(1,177)
Foreign currency transactions(397)188 
Forward currency contracts(14,917)(21,395)
Net realized gains (losses)$(18,873)$(22,384)
During the three months ended March 31, 2024, we recognized net realized losses totaling $18.9 million, which consisted primarily of a net loss on our forward currency contracts of $14.9 million, a net loss on our loan portfolio of $3.6 million and a net loss on foreign currency transactions of $0.4 million. The net loss on our investment portfolio predominately related to the restructuring of one investment which was primarily reclassified from unrealized depreciation during the three months ended March 31, 2024.
During the three months ended March 31, 2023, we recognized net realized losses totaling $22.4 million, which consisted primarily of a net loss on forward currency contracts of $21.4 million and a net loss on our loan portfolio of $1.2 million, partially offset by a net gain on foreign currency transactions of $0.2 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three months ended March 31, 2024 and 2023 were as follows:
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments$2,907 $8,975 
Affiliate investments(991)4,802 
Net unrealized appreciation (depreciation) on investments1,916 13,777 
Foreign currency transactions1,850 (2,663)
Forward currency contracts25,940 19,132 
Net unrealized appreciation (depreciation)$29,706 $30,246 
During the three months ended March 31, 2024, we recorded net unrealized appreciation totaling $29.7 million, consisting of net unrealized appreciation related to our forward currency contracts of $25.9 million, net unrealized appreciation related to foreign currency transactions of $1.9 million and net unrealized appreciation reclassification adjustments of $5.3 million related to the net realized losses on the sales / repayments and restructures of certain investments, partially offset by net unrealized depreciation on our current portfolio of $3.4 million. The net unrealized depreciation on our current portfolio of $3.4 million was driven primarily by the impact of foreign currency exchange rates on investments of $12.0 million and credit or fundamental performance of investments of $4.9 million, partially offset by broad market moves for investments of $13.5 million.
During the three months ended March 31, 2023, we recorded net unrealized appreciation totaling $30.2 million, consisting of net unrealized appreciation related to our forward currency contracts of $19.1 million, net unrealized appreciation on our current portfolio of $11.6 million, net unrealized appreciation reclassification adjustments of $2.3 million related to the net realized losses on the sales / repayments of certain investments, partially offset by net unrealized depreciation related to foreign currency transactions of $2.6 million and deferred taxes of $0.2 million. The net unrealized appreciation on our current portfolio of $11.6 million was driven primarily by the impact of foreign currency exchange rates on investments of $7.0 million, credit or fundamental performance of investments of $5.2 million, partially offset by broad market moves for investments of $0.6 million.



108



Financial Condition, Liquidity and Capital Resources
We believe that our current cash and cash equivalents on hand, our available borrowing capacity under the Revolving Credit Facility and the SMBC Credit Facility and our anticipated cash flows from operations will maturebe adequate to meet our cash needs for our daily operations for at least the next twelve months. In addition, we expect to generate cash from the net proceeds of our continuous offering of shares of common stock in our private offering. This “Financial Condition, Liquidity and all amounts outstanding thereunder mustCapital Resources” section should be repaid by March 6, 2028. The SMBC Credit Facility is secured byread in conjunction with the notes to our Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
On May 13, 2021, our stockholders approved a perfected first-priority interest in substantially all of the portfolio investments held byproposal to authorize us and the Subsidiary Guarantors,to be subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary eventsa reduced asset coverage ratio of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, the Administrative Agent may declare the outstanding advances and all other obligationsat least 150% under the SMBC Credit Facility1940 Act. As a result of stockholder approval, effective May 14, 2021, our applicable minimum asset coverage ratio under the 1940 Act was decreased to 150% from 200%. Thus, we are permitted under the 1940 Act, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately due and payable.
Asafter each such issuance. Our asset coverage ratio was 247.1% as of March 31, 2023, the Company had U.S. dollar borrowings of $64.0 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.401% (three month SOFR of 4.897%).2024.
July 2026 Notes
On July 29, 2021, wethe Company entered into the Julya Note Purchase Agreement (the “July 2021 NPANPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of the Series A Notes,senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of the Series B Notes,senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series CA Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021, and October 28, 2021, respectively. Barings’ parent company, MassMutual, and/or its affiliates or subsidiaries hold approximately $46.0 million in aggregate principal amount of the July 2026 Notes.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the July 2021 NPA. Interest on the July 2026 Notes is due semiannually in January and July of each year, beginning in January 2022. In addition, the Company is obligated to offer to repay the July 2026 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the July 2021 NPA, the Company may redeem the July 2026 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before January 29, 2026, a make-whole premium.
The July 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the July 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The July 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the July 2026 Notes at the time outstanding may declare all July 2026 Notes then outstanding to be immediately due and payable, subject to certain additional conditions in the event that then-outstanding July 2026 Notes are held by persons affiliated with the Company and certain of its affiliates. As of March 31, 2024, the Company was in compliance with all covenants under the July 2021 NPA.
The Company’s obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024 and December 31, 2023, the fair values of the outstanding July 2026 Notes were $136.8 million and $133.5 million, respectively. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

90


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
May 2027 Notes
On May 10, 2022, the Company entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The May 2027 Notes will mature on May 10, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the May 2022 NPA. Interest on the May 2027 Notes will be due semiannually in May and November of each year, beginning in November 2022. In addition, the Company is obligated to offer to repay the May 2027 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates. As of March 31, 2024, the Company was in compliance with all covenants under the May 2022 NPA.
The Company’s obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024 and December 31, 2023, the fair values of the outstanding May 2027 Notes were $150.3 million and $149.7 million, respectively. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The

91


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, the Company entered into a $55.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 2024 and December 31, 2023, the Company had no secured borrowings (“Secured Borrowings”) outstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.

92


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2024 and December 31, 2023:
As of March 31, 2024
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$72,160$47,13304/08/24$(49)Derivative liabilities
Foreign currency forward contract (AUD)$48,934A$72,16004/08/241,850 Derivative assets
Foreign currency forward contract (AUD)$47,900A$73,15107/08/2449 Derivative assets
Foreign currency forward contract (CAD)C$7,443$5,48704/08/2413 Derivative assets
Foreign currency forward contract (CAD)$5,595C$7,44304/08/2495 Derivative assets
Foreign currency forward contract (CAD)$5,103C$6,92407/08/24(21)Derivative liabilities
Foreign currency forward contract (DKK)8,068kr.$1,17104/08/24(2)Derivative liabilities
Foreign currency forward contract (DKK)$1,1918,068kr.04/08/2422 Derivative assets
Foreign currency forward contract (DKK)$1,1838,119kr.07/08/24Derivative assets
Foreign currency forward contract (EUR)€219,164$237,15404/08/24(411)Derivative liabilities
Foreign currency forward contract (EUR)$240,755€219,16404/08/244,011 Derivative assets
Foreign currency forward contract (EUR)$244,045€224,69207/08/24416 Derivative assets
Foreign currency forward contract (GBP)£60,373$76,22904/08/2439 Derivative assets
Foreign currency forward contract (GBP)$76,261£60,37304/08/24(7)Derivative liabilities
Foreign currency forward contract (GBP)$77,273£61,17107/08/24(41)Derivative liabilities
Foreign currency forward contract (NZD)NZ$9,270$5,56504/08/24(20)Derivative liabilities
Foreign currency forward contract (NZD)$5,806NZ$9,27004/08/24261 Derivative assets
Foreign currency forward contract (NZD)$5,722NZ$9,53307/08/2420 Derivative assets
Foreign currency forward contract (NOK)43,870kr$4,07104/08/24(27)Derivative liabilities
Foreign currency forward contract (NOK)$4,25443,870kr04/08/24209 Derivative assets
Foreign currency forward contract (NOK)$4,09544,031kr07/08/2427 Derivative assets
Foreign currency forward contract (SEK)20,577kr$1,93904/08/24(14)Derivative liabilities
Foreign currency forward contract (SEK)$2,02420,577kr04/08/2499 Derivative assets
Foreign currency forward contract (SEK)$1,95720,688kr07/08/2414 Derivative assets
Foreign currency forward contract (CHF)6,218Fr.$6,86304/08/2445 Derivative assets
Foreign currency forward contract (CHF)$7,4036,218Fr.04/08/24495 Derivative assets
Foreign currency forward contract (CHF)$7,0236,300Fr.07/08/24(46)Derivative liabilities
Total$7,029 

93


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2023
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)$45,208A$70,47301/10/24$(2,932)Derivative liabilities
Foreign currency forward contract (CAD)$5,336C$7,28001/10/24(178)Derivative liabilities
Foreign currency forward contract (DKK)$1,1287,968kr.01/10/24(55)Derivative liabilities
Foreign currency forward contract (EUR)$229,170€216,99601/10/24(10,903)Derivative liabilities
Foreign currency forward contract (GBP)£4,844$6,08601/10/2485 Derivative assets
Foreign currency forward contract (GBP)$75,288£61,97301/10/24(3,669)Derivative liabilities
Foreign currency forward contract (NZD)$5,519NZ$9,24801/10/24(342)Derivative liabilities
Foreign currency forward contract (NOK)$3,997kr43,08101/10/24(258)Derivative liabilities
Foreign currency forward contract (SEK)$1,86819,907kr01/10/24(113)Derivative liabilities
Foreign currency forward contract (CHF)$6,7596,137Fr.01/10/24(546)Derivative liabilities
Total$(18,911)
As of March 31, 2024 and December 31, 2023, the total fair values of the Company’s foreign currency forward contracts were $7.0 million and $(18.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2024 and December 31, 2023 were as follows:
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Accurus Aerospace Corporation(1)(2)Revolver$277 $380 
AD Bidco, Inc.(1)(2)Revolver1,863 — 
AD Bidco, Inc.(1)(2)Delayed Draw Term Loan5,035 — 
Adhefin International(1)(2)(3)Delayed Draw Term Loan410 419 
AirX Climate Solutions(1)Delayed Draw Term Loan5,010 5,010 
AirX Climate Solutions(1)Revolver1,695 2,050 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,598 1,634 
Americo Chemical Products, LLC(1)Revolver1,400 1,400 
Amtech LLC(1)(2)Revolver838 291 
Anju Software, Inc.(1)(2)Delayed Draw Term Loan36 36 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,021 1,030 
Arc Education(1)(3)Delayed Draw Term Loan2,518 2,576 
Argus Bidco Limited(1)(2)(4)CAF Term Loan721 1,083 
ASC Communications, LLC(1)Revolver647 647 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan623 729 
ATL II MRO Holdings Inc.(1)(2)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,455 1,522 
AWP Group Holdings, Inc.(1)Delayed Draw Term Loan237 237 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan644 644 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Beyond Risk Management, Inc.(1)Delayed Draw Term Loan2,007 2,007 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,475 1,508 

94


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Bounteous, Inc.(1)(2)Delayed Draw Term Loan— 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan191 195 
BrightSign LLC(1)(2)Revolver222 370 
British Engineering Services Holdco Limited(1)(2)(4)Acquisition/Capex Facility91 92 
CAi Software, LLC(1)(2)Revolver3,740 943 
Cascade Residential Services LLC(1)Delayed Draw Term Loan5,902 7,765 
Cascade Residential Services LLC(1)Revolver1,294 1,294 
CCFF Buyer, LLC(1)(2)Delayed Draw Term Loan3,346 — 
CCFF Buyer, LLC(1)(2)Revolver1,004 — 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan6,383 8,666 
Comply365, LLC(1)(2)Revolver575 575 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan511 523 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)(2)Revolver169 381 
Direct Travel, Inc.(1)Delayed Draw Term Loan— 87 
DISA Holdings Corp.(1)Delayed Draw Term Loan— 1,072 
DISA Holdings Corp.(1)Delayed Draw Term Loan2,559 — 
DISA Holdings Corp.(1)Revolver1,282 339 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,027 1,050 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan171 171 
Eclipse Business Capital, LLC(1)Revolver11,872 12,128 
EMI Porta Holdco LLC(1)(2)Revolver51 346 
eShipping, LLC(1)Revolver608 743 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,670 2,731 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan620 620 
Express Wash Acquisition Company, LLC(1)Revolver115 115 
Faraday(1)(3)Delayed Draw Term Loan1,935 1,980 
Finexvet(1)(3)Delayed Draw Term Loan— 1,943 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan519 524 
Forest Buyer, LLC(1)Delayed Draw Term Loan992 — 
Forest Buyer, LLC(1)Revolver595 — 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan2,538 — 
Fortis Payment Systems, LLC(1)(2)Revolver2,288 — 
GB Eagle Buyer, Inc.(1)Revolver3,226 3,226 
Glacis Acquisition S.A.R.L.(1)(2)(3)Delayed Draw Term Loan3,294 5,348 
Global Academic Group Limited(1)(2)(7)Term Loan391 414 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan86 — 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan17 53 
Greenhill II BV(1)(3)Capex Acquisition Facility118 120 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan160 167 
HeartHealth Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan239 253 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
HEKA Invest(1)(3)Delayed Draw Term Loan1,124 1,150 
HemaSource, Inc.(1)Revolver2,714 2,590 
HomeX Services Group LLC(1)Delayed Draw Term Loan8,446 8,446 

95


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
HomeX Services Group LLC(1)Revolver3,378 3,378 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,691 1,691 
HTI Technology & Industries(1)(2)Revolver1,128 1,128 
Ice House America, L.L.C.(1)(2)Delayed Draw Term Loan247 — 
Ice House America, L.L.C.(1)(2)Revolver574 — 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan41 42 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility— 171 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,213 1,241 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan— 115 
InvoCare Limited (1)(2)(5)Delayed Draw Term Loan739 773 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan342 1,313 
ISTO Technologies II, LLC(1)Revolver1,114 1,114 
ITI Intermodal, Inc.(1)(2)Revolver1,157 1,157 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility555 588 
Jones Fish Hatcheries & Distributors LLC(1)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan2,784 — 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan718 734 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan237 255 
Lattice Group Holdings Bidco Limited(1)(2)Revolver18 18 
LeadsOnline, LLC(1)Revolver3,190 2,679 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 18 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver86 115 
MB Purchaser, LLC(1)(2)Delayed Draw Term Loan4,121 — 
MB Purchaser, LLC(1)(2)Revolver824 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan435 435 
Megawatt Acquisitionco, Inc.(1)Revolver1,995 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility724 773 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan57 59 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan496 518 
Moonlight Bidco Limited(1)(2)(4)Delayed Draw Term Loan556 562 
Narda Acquisitionco., Inc.(1)Revolver1,059 1,059 
NAW Buyer, LLC(1)(2)Delayed Draw Term Loan9,223 9,223 
NAW Buyer, LLC(1)(2)Revolver2,075 1,845 
NeoxCo(1)(3)Delayed Draw Term Loan486 497 
Next Holdco, LLC(1)Delayed Draw Term Loan5,984 5,984 
Next Holdco, LLC(1)Revolver2,321 2,321 
NF Holdco, LLC(1)Revolver1,183 887 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan936 958 
OA Buyer, Inc.(1)Revolver1,154 1,331 
OAC Holdings I Corp(1)(2)Revolver1,076 1,370 
Omni Intermediate Holdings, LLC(1)Delayed Draw Term Loan— 806 
OSP Hamilton Purchaser, LLC(1)(2)Revolver1,607 1,607 
OSP Hamilton Purchaser, LLC(1)(2)Delayed Draw Term Loan5,319 5,319 

96


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Pare SAS (SAS Maurice MARLE)(1)(2)Delayed Draw Term Loan2,100 2,100 
Parkview Dental Holdings, LLC(1)(2)Delayed Draw Term Loan328 328 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,939 3,939 
PDQ.Com Corporation(1)Delayed Draw Term Loan2,679 2,679 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Acquisition Facility1,255 1,284 
Process Insights Acquisition, Inc.(1)Delayed Draw Term Loan1,220 1,220 
Process Insights Acquisition, Inc.(1)Revolver1,125 — 
Process Insights Acquisition, Inc.(1)Revolver— 1,323 
ProfitOptics, LLC(1)(2)Revolver35 84 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan163 211 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan201 206 
Qualified Industries, LLC(1)Revolver364 364 
Questel Unite(1)(2)(3)Incremental Term Loan2,733 2,795 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,682 1,682 
R1 Holdings, LLC(1)Revolver1,947 1,947 
Randys Holdings, Inc.(1)Delayed Draw Term Loan4,854 5,516 
Randys Holdings, Inc.(1)Revolver1,716 1,658 
Rocade Holdings LLC(1)Preferred Equity2,000 2,000 
Rock Labor, LLC(1)(2)Revolver941 941 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,229 1,229 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,531 — 
Royal Buyer, LLC(1)Revolver2,330 1,787 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility— 42 
Sanoptis S.A.R.L.(1)(2)(3)CAF Term Loan691 2,186 
SBP Holdings LP(1)Delayed Draw Term Loan— 151 
SBP Holdings LP(1)Delayed Draw Term Loan10,774 15,062 
SBP Holdings LP(1)Revolver710 1,065 
Scaled Agile, Inc.(1)(2)Revolver280 280 
Scout Bidco B.V.(1)(2)(3)Revolver313 320 
Simulation Software Investment Company Pty Ltd(1)(2)Delayed Draw Term Loan408 408 
Sinari Invest(1)(2)(3)Delayed Draw Term Loan604 617 
SISU ACQUISITIONCO., INC(1)(2)Delayed Draw Term Loan80 160 
Smartling, Inc.(1)Revolver1,038 1,038 
SmartShift Group, Inc.(1)Delayed Draw Term Loan5,690 5,690 
SmartShift Group, Inc.(1)Revolver2,731 2,731 
Solo Buyer, L.P.(1)Revolver1,330 1,330 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Delayed Draw Term Loan399 399 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Revolver117 90 
Spatial Business Systems LLC(1)Delayed Draw Term Loan1,875 1,875 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan331 398 
Superjet Buyer, LLC(1)Revolver1,369 1,369 
SVI International LLC(1)Delayed Draw Term Loan74 — 
SVI International LLC(1)Revolver74 — 
Syntax Systems Ltd(1)Revolver259 358 
Tank Holding Corp(1)Delayed Draw Term Loan1,126 1,358 

97


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Tank Holding Corp(1)Revolver491 480 
Tanqueray Bidco Limited(1)(4)Capex Facility1,143 1,153 
Techone B.V.(1)(2)(3)Revolver238 146 
Tencarva Machinery Company, LLC(1)(2)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan— 2,724 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver1,233 1,233 
The Cleaver-Brooks Company, Inc.(1)Revolver2,768 2,768 
The Hilb Group, LLC(1)Delayed Draw Term Loan— 672 
Trader Corporation(1)(6)Revolver345 354 
Trintech, Inc.(1)Revolver1,020 1,020 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan2,244 2,244 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan911 1,469 
TSYL Corporate Buyer, Inc.(1)Revolver642 642 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan— 1,509 
UBC Ledgers Holding AB(1)(2)(9)Delayed Draw Term Loan791 840 
UBC Ledgers Holding AB(1)(2)(9)Revolver262 278 
Union Bidco Limited(1)(4)Acquisition Facility220 222 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility621 636 
Unither (Uniholding)(1)(3)Delayed Draw Term Loan468 479 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan2,333 2,360 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 107 
West-NR AcquisitionCo., LLC(1)Delayed Draw Term Loan3,750 3,750 
Whitcraft Holdings, Inc.(1)Revolver1,308 2,347 
White Bidco Limited(1)Delayed Draw Term Loan514 514 
Woodland Foods, LLC(1)(2)Line of Credit244 492 
World 50, Inc.(1)(2)Revolver1,703 — 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan6,627 — 
WWEC Holdings III Corp(1)(2)Revolver3,359 1,514 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan3,202 4,125 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan762 2,932 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan4,388 — 
ZB Holdco LLC(1)(2)Revolver541 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility— 1,333 
Total unused commitments to extend financing$283,522 $267,681 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

98


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(8)Actual commitment amount is denominated in Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swedish kronor. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2024 and 2023:
 Three Months EndedThree Months Ended
($ in thousands, except share and per share amounts)March 31, 2024March 31, 2023
Per share data:
Net asset value at beginning of period$20.84 $20.55 
Net investment income (1)0.57 0.61 
Net realized gain (loss) on investments / foreign currency transactions / forward currency contracts (1)(0.27)(0.42)
Net unrealized appreciation (depreciation) on investments / foreign currency transactions / forward currency contracts (1)0.42 0.57 
Total increase from investment operations (1)0.72 0.76 
Dividends paid to stockholders from net investment income(0.60)(0.49)
Dividends paid to stockholders from short-term realized gains— (0.02)
Total dividends declared(0.60)(0.51)
Net asset value at end of period$20.96 $20.80 
Shares outstanding at end of period78,202,476 53,790,939 
Net assets at end of period$1,639,197 $1,118,966 
Average net assets$1,365,329 $1,092,490 
Ratio of total expenses to average net assets (annualized) (2)9.88 %9.69 %
Ratio of net investment income to average net assets (annualized) (2)11.88 %11.96 %
Portfolio turnover ratio (annualized)7.07 %2.25 %
Total return (3)3.49 %3.74 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies, including joint ventures.
(3)Total return is calculated as the change in NAV per share during the period, divided by the beginning NAV per share and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period.
9. SUBSEQUENT EVENTS
On April 1, 2024, the Company sold 3,262,785.81 unregistered shares of its common stock (with the number of shares issued being determined on April 23, 2024), for aggregate consideration of approximately $68.4 million at a price per share of $20.96, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by the Company and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder and/or Regulation S under the Securities Act.
On May 7, 2024, the Board declared regular monthly distributions for June 2024 through August 2024. The regular monthly cash distributions, each in the gross amount of $0.20 per share, are payable on June 27, 2024, July 29, 2024 and August 28, 2024, to stockholders of record on June 25, 2024, July 26, 2024 and August 26, 2024, respectively.

99



Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three months ended March 31, 2024, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2023. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend, “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (“SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and are externally managed by Barings LLC (“Barings” or the “Adviser”), an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). In addition, we have elected for federal income tax purposes to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code’) and expect to maintain our qualification as a RIC annually thereafter.
An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of an amended and restated investment advisory agreement (“Advisory Agreement”) and an administration agreement (“Administration Agreement”).

100



We are a non-exchange traded, privately offered perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “privately offered perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the BDC on a continuous basis in private offerings at a price equal to the BDC’s net asset value (“NAV”) per share.
Our primary investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. We focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities, high-yield investments and/or mortgage securities. Barings employs fundamental credit analysis, and targets investments in businesses with low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk relative to other businesses in this market segment. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and seeks to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated, would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
Formation Transactions/Initial Portfolio
On May 12, 2021, shortly prior to our election to be regulated as a BDC and conversion to a Maryland corporation, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, we acquired from, Massachusetts Mutual Life Insurance Company (“MassMutual”) and C.M. Life Insurance Company (“CM Life”), a subsidiary of MassMutual, a select portfolio of senior secured private debt investments in, and funding obligations to, well-established middle-market businesses that operate across a wide range of industries (the “Initial Portfolio”).
The investments in the Initial Portfolio were selected based upon our defined investment objective, amount and type of unfunded obligations associated with each investment and the investment requirements set forth under the 1940 Act or otherwise imposed by applicable laws, rules or regulations, including in accordance with our election to be treated as a RIC for tax purposes.
The aggregate purchase price for the Initial Portfolio was $602.4 million, which is equal to the sum of the fair values of each investment in the Initial Portfolio at the time of purchase of the Initial Portfolio, net of accrued fees associated with certain unfunded obligations in the Initial Portfolio. The investments in the Initial Portfolio were valued as of March 31, 2021 by an independent third-party valuation firm, provided that any investments in the Initial Portfolio acquired by MassMutual or CM Life after March 31, 2021 were initially valued at cost. In connection with the acquisition of the Initial Portfolio, Barings conducted certain valuation procedures to confirm whether there had been any material changes to the fair value of the investments and obligations in the Initial Portfolio from the previously determined fair value thereof and concluded that no purchase price adjustments were necessary given the absence of any such material changes.
We continue to invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Terms of our senior secured private debt investments are generally between five and seven years and bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities.
As of both March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 11.1%. As of both March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 11.0%.

101



Relationship with Our Adviser, Barings
Our Adviser, Barings, a wholly-owned subsidiary of MassMutual, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Advisers Act. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $324.0 billion Global Fixed Income Platform (as of March 31, 2024) that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the U.S. and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of March 31, 2024, BIIL had approximately £17.0 billion in assets under management.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 43 investment professionals (as of March 31, 2024) located in three offices in the United States. The U.S. Investment Team provides a full set of solutions to the North American middle market, including first and second lien senior secured loans, unitranche structures, revolvers, mezzanine debt and equity co-investments. The U.S. Investment Team averages approximately 20 years of industry experience at the Managing Director and Director level. Also included in Barings GPFG are its Europe and Asia-Pacific Investment Committees and Private Finance Teams, which are responsible for our investment origination and portfolio monitoring activities for middle-market companies in Europe and Asia-Pacific geographies. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
We have entered into an expense support agreement (the “Expense Support Agreement”) with Barings, pursuant to which Barings may elect to pay certain of our expenses on our behalf (“Expense Payments”), including organization and offering expenses, provided that no portion of the payment will be used to pay any of our interest expenses or any distribution and/or shareholder servicing fees. Any Expense Payment that Barings commits to pay must be paid by Barings to us in any combination of cash or other immediately available funds no later than forty-five days after such commitment is made in writing, and/or offset against amounts due from us to Barings or its affiliates. If Barings elects to pay certain of our expenses, Barings will be entitled to reimbursement of such expenses from us if Available Operating Funds (as defined in “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements) exceed the cumulative distributions accrued to our stockholders, subject to the terms of the Expense Support Agreement.
Portfolio Composition
The total fair value of our investment portfolio was $2,568.9 million and $2,458.9 million as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024, we had investments in 305 portfolio companies with an aggregate cost of $2,575.8 million. As of December 31, 2023, we had investments in 302 portfolio companies with an aggregate cost of $2,467.7 million. As of March 31, 2024 and December 31, 2023, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.

102



As of March 31, 2024 and December 31, 2023, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
March 31, 2024:
Senior debt and 1st lien notes
$2,062,235 80 %$2,038,809 80 %
Subordinated debt and 2nd lien notes
170,318 158,606 
Structured products26,435 25,527 
Equity shares271,205 10 314,083 12 
Equity warrants34 — 2,637 — 
Investment in joint ventures45,603 29,249 
$2,575,830 100 %$2,568,911 100 %
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
December 31, 2023:
Senior debt and 1st lien notes
$1,981,715 80 %$1,958,306 80 %
Subordinated debt and 2nd lien notes
158,720 148,450 
Structured products27,146 23,947 
Equity shares254,999 10 297,213 12 
Equity warrants— 2,475 — 
Investment in joint ventures45,143 28,538 
$2,467,727 100 %$2,458,929 100 %
Investment Activity
During the three months ended March 31, 2024, we made 10 new investments totaling $129.7 million, made additional investments in existing portfolio companies totaling $146.4 million and made additional investments in existing joint venture equity portfolio companies totaling $1.4 million. We had 11 loans repaid totaling $100.4 million and received $22.5 million of portfolio company principal payments and sales proceeds and recognized a net realized gain on these transactions of $0.3 million. We sold $40.2 million of middle-market portfolio debt investments to one of our joint ventures, realizing a loss on these transactions of $22.8 thousand and recognized a loss of $4.3 million on one of our investments that was restructured. In addition, we received proceeds related to the sale of equity investments totaling $3.7 million and recognized a net realized gain on such sales totaling $0.5 million. Lastly, we received $1.0 million of return of capital from one of our joint ventures.
During the three months ended March 31, 2023, we made nine new investments totaling $71.8 million, made additional investments in existing portfolio companies totaling $59.3 million and made a $12.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 4 loans repaid at par totaling $29.2 million and received $11.0 million of portfolio company principal payments and sales proceeds, recognizing a net loss on these transactions of $0.5 million. In addition, we recognized a loss of $0.6 million on one of our debt investments that was restructured. Finally, we received $3.6 million of return of capital from one of our joint ventures.

103



Total portfolio investment activity for the three months ended March 31, 2024 and 2023 was as follows:
Three Months Ended
March 31, 2024:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity
Warrants
Investment in Joint VenturesTotal
Fair value, beginning of period$1,958,306 $148,450 $23,947 $297,213 $2,475 $28,538 $2,458,929 
New investments250,445 21,836 — 3,779 — 1,410 277,470 
Investment restructuring(12,566)— — 12,536 30 — — 
Proceeds from sales of investments/return of capital(40,481)— — (3,666)— (951)(45,098)
Loan origination fees received(5,533)(563)— — — — (6,096)
Principal repayments received(111,236)(10,676)(714)— — — (122,626)
Payment-in-kind interest/dividends568 789 — 3,219 — — 4,576 
Accretion of loan premium/discount206 35 — — — 245 
Accretion of deferred loan origination revenue3,014 177 — — — — 3,191 
Realized gain (loss)(3,897)— — 338 — — (3,559)
Unrealized appreciation (depreciation)(17)(1,442)2,290 664 132 252 1,879 
Fair value, end of period$2,038,809 $158,606 $25,527 $314,083 $2,637 $29,249 $2,568,911 
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity
Warrants
Investment in Joint VenturesTotal
Fair value, beginning of period$1,777,492 $163,899 $25,022 $158,131 $1,083 $32,253 $2,157,880 
New investments127,129 663 — 15,349 — — 143,141 
Proceeds from sales of investments/return of capital— — — — — (3,614)(3,614)
Loan origination fees received(3,560)(20)— — — — (3,580)
Principal repayments received(38,759)(685)(714)— — — (40,158)
Payment-in-kind interest/dividends1,204 991 — — — — 2,195 
Accretion of loan premium/discount151 48 — — — 202 
Accretion of deferred loan origination revenue2,482 121 — — — — 2,603 
Realized gain (loss)(1,173)(4)— — — — (1,177)
Unrealized appreciation (depreciation)7,425 110 115 7,143 (10)(877)13,906 
Fair value, end of period$1,872,391 $165,123 $24,426 $180,623 $1,073 $27,762 $2,271,398 

104



Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of March 31, 2024, we had five portfolio companies with investments on non-accrual, the aggregate fair value of which was $9.8 million, which comprised 0.4% of the total fair value of our portfolio, and the aggregate cost of which was $18.1 million, which comprised 0.7% of the total cost of our portfolio. As of December 31, 2023, we had two portfolio companies with their debt investments on non-accrual, the aggregate fair value of which was $14.0 million, which comprised 0.6% of the total fair value of our portfolio, and the aggregate cost of which was $18.2 million, which comprised 0.7% of the total cost of our portfolio.
A summary of our non-accrual assets as of March 31, 2024 is provided below:
Anju Software, Inc.
During the quarter ended September 30, 2023, we placed our first lien senior secured debt investment in Anju Software, Inc., or Anju Software, on non-accrual status. As a result, under U.S. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our first lien senior secured debt investment in Anju Software for financial reporting purposes. As of March 31, 2024, the cost of our first lien senior secured debt investment in Anju Software was $1.4 million and the fair value of such investment was $0.3 million.
Canadian Orthodontic Partners Corp.
During the quarter ended March 31, 2024, we placed our debt investment in Canadian Orthodontic Partners Corp., or Canadian Orthodontics, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Canadian Orthodontics for financial reporting purposes. As of March 31, 2024, the cost of our debt investment in Canadian Orthodontics was $4.9 million and the fair value of such investment was $2.9 million.
GPNZ II GmbH
During the quarter ended March 31, 2024, we placed our debt investments in GPNZ II GmbH., or GPNZ, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in GPNZ for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in GPNZ was $0.6 million and the fair value of such investments was $0.4 million.
Marmoutier Holding B.V.
During the quarter ended March 31, 2024, we placed our debt investments in Marmoutier Holding B.V., or Marmoutier, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Marmoutier for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in Marmoutier was $2.6 million and the fair value of such investments was $1.2 million.
Sandvine Corporation
During the quarter ended March 31, 2024, we placed our debt investments in Sandvine Corporation, or Sandvine, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Sandvine for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in Sandvine was $8.5 million and the fair value of such investments was $5.0 million.

105



Results of Operations
Comparison of the three months ended March 31, 2024 and 2023
Operating results for the three months ended March 31, 2024 and 2023 were as follows:
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Total investment income$74,294 $59,122 
Total operating expenses33,479 26,404 
Net investment income before taxes40,815 32,718 
Income taxes, including excise tax expense250 53 
Net investment income after taxes40,565 32,665 
Net realized gains (losses)(18,873)(22,384)
Net unrealized appreciation (depreciation)29,706 30,246 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts10,833 7,862 
Net increase in net assets resulting from operations$51,398 $40,527 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Investment income:
Total interest income$60,553 $49,976 
Total dividend income6,739 3,712 
Total fee and other income4,376 3,354 
Total payment-in-kind interest income2,365 2,071 
Interest income from cash261 
Total investment income$74,294 $59,122 
The change in total investment income for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, was primarily due to an increase in the weighted average yield on the portfolio from higher base rates, an increase in the average size of our portfolio and increased dividends from portfolio companies and joint venture investments. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 11.1% as of March 31, 2024, as compared to 10.3% as of March 31, 2023. The amount of our outstanding debt investments was $2,290.7 million as of March 31, 2024, as compared to $2,136.8 million as of March 31, 2023. The increase in the average size of our portfolio was largely due to net additions in middle-market and special situation investments. For the three months ended March 31, 2024, dividends from portfolio companies and joint venture investments were $6.7 million, as compared to $3.7 million for the three months ended March 31, 2023. For the three months ended March 31, 2024, PIK interest income was $2.4 million, as compared to $2.1 million for the three months ended March 31, 2023.
Operating Expenses
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Operating expenses:
Interest and other financing fees$24,152 $18,563 
Base management fee4,593 3,849 
Incentive management fees3,067 2,594 
Other general and administrative expenses1,667 1,398 
Total operating expenses$33,479 $26,404 

106



Interest and Other Financing Fees
Interest and other financing fees during the three months ended March 31, 2024 were primarily attributable to borrowings under the Revolving Credit Facility, the SMBC Credit Facility, the 2023 Debt Securitization, the July 2026 Notes and the May 2027 Notes (each as defined below under “Financial Condition, Liquidity and Capital Resources”). Interest and other financing fees during the three months ended March 31, 2023 were attributable to borrowings under the Revolving Credit Facility, the SMBC Credit Facility, the July 2026 Notes, the May 2027 Notes and Secured Borrowings (as defined below under “Financial Condition, Liquidity and Capital Resources”). The increase in interest and other financing fees for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 was primarily attributable to interest and other financing fees on the 2023 Debt Securitization and an increase in the weighted average interest rate on the Revolving Credit Facility. The weighted average interest rate on the Revolving Credit Facility was 7.2% as of March 31, 2024, as compared to 6.7% as of March 31, 2023.
Base Management Fee
Under the Advisory Agreement, we pay Barings a base management fee (the “Base Management Fee”), quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. The Base Management Fee for any partial quarter is appropriately pro-rated. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangement thereunder. For the three months ended March 31, 2024 and 2023, the amount of Base Management Fees incurred were approximately $4.6 million and $3.8 million, respectively. The increase in the Base Management Fees for the three months ended March 31, 2024 versus the corresponding 2023 period is primarily related to the average value of gross assets increasing from $2,052.7 million as of the end of the two most recently completed calendar quarters prior to March 31, 2023 to $2,449.5 million as of the end of the two most recently completed calendar quarters prior to March 31, 2024.
Incentive Fee
Under the Advisory Agreement, we pay Barings an incentive fee. The incentive fee is determined and paid quarterly in arrears based on the amount by which (x) the aggregate “pre-incentive fee net investment income” in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the hurdle amount in respect of the Trailing Twelve Months. The incentive fee is subject to a cap (the “Incentive Fee Cap”), which during each of the three months ended March 31, 2024 and March 31, 2023, was an amount equal to 0.50% of the average value of the our gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each quarter during the trailing twelve months and appropriately adjusted for any share issuances or repurchases during the period. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Advisory Agreement and the fee arrangements thereunder. For the three months ended March 31, 2024, the amount of incentive fee incurred was approximately $3.1 million as compared to $2.6 million for the three months ended March 31, 2023. The increase in the incentive fee for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, relates predominately to an increase in pre-incentive fee net investment income and to the value of the gross assets used in the Incentive Fee Cap calculation. The amount of pre-incentive fee net investment income was $43.9 million as of March 31, 2024 as compared to $35.3 million as of March 31, 2023. The average value of gross assets used in the Incentive Fee Cap calculation increased from $2,075.4 million as of March 31, 2023 to $2,453.4 million as of March 31, 2024.
Other General and Administrative Expenses
Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. For the three months ended March 31, 2024 and 2023, the amount of administration expense incurred and invoiced by Barings for expenses was $0.5 million and $0.6 million, respectively. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include Board fees, directors’ and officers’ insurance costs, legal and accounting expenses and other costs related to our operations.

107



Net Realized Gains (Losses)
Net realized gains (losses) during the three months ended March 31, 2024 and 2023 were as follows:
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Net realized gains (losses):
Non-Control / Non-Affiliate investments$(3,559)$(1,177)
Net realized gains (losses) on investments(3,559)(1,177)
Foreign currency transactions(397)188 
Forward currency contracts(14,917)(21,395)
Net realized gains (losses)$(18,873)$(22,384)
During the three months ended March 31, 2024, we recognized net realized losses totaling $18.9 million, which consisted primarily of a net loss on our forward currency contracts of $14.9 million, a net loss on our loan portfolio of $3.6 million and a net loss on foreign currency transactions of $0.4 million. The net loss on our investment portfolio predominately related to the restructuring of one investment which was primarily reclassified from unrealized depreciation during the three months ended March 31, 2024.
During the three months ended March 31, 2023, we recognized net realized losses totaling $22.4 million, which consisted primarily of a net loss on forward currency contracts of $21.4 million and a net loss on our loan portfolio of $1.2 million, partially offset by a net gain on foreign currency transactions of $0.2 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three months ended March 31, 2024 and 2023 were as follows:
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments$2,907 $8,975 
Affiliate investments(991)4,802 
Net unrealized appreciation (depreciation) on investments1,916 13,777 
Foreign currency transactions1,850 (2,663)
Forward currency contracts25,940 19,132 
Net unrealized appreciation (depreciation)$29,706 $30,246 
During the three months ended March 31, 2024, we recorded net unrealized appreciation totaling $29.7 million, consisting of net unrealized appreciation related to our forward currency contracts of $25.9 million, net unrealized appreciation related to foreign currency transactions of $1.9 million and net unrealized appreciation reclassification adjustments of $5.3 million related to the net realized losses on the sales / repayments and restructures of certain investments, partially offset by net unrealized depreciation on our current portfolio of $3.4 million. The net unrealized depreciation on our current portfolio of $3.4 million was driven primarily by the impact of foreign currency exchange rates on investments of $12.0 million and credit or fundamental performance of investments of $4.9 million, partially offset by broad market moves for investments of $13.5 million.
During the three months ended March 31, 2023, we recorded net unrealized appreciation totaling $30.2 million, consisting of net unrealized appreciation related to our forward currency contracts of $19.1 million, net unrealized appreciation on our current portfolio of $11.6 million, net unrealized appreciation reclassification adjustments of $2.3 million related to the net realized losses on the sales / repayments of certain investments, partially offset by net unrealized depreciation related to foreign currency transactions of $2.6 million and deferred taxes of $0.2 million. The net unrealized appreciation on our current portfolio of $11.6 million was driven primarily by the impact of foreign currency exchange rates on investments of $7.0 million, credit or fundamental performance of investments of $5.2 million, partially offset by broad market moves for investments of $0.6 million.



108



Financial Condition, Liquidity and Capital Resources
We believe that our current cash and cash equivalents on hand, our available borrowing capacity under the Revolving Credit Facility and the SMBC Credit Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. In addition, we expect to generate cash from the net proceeds of our continuous offering of shares of common stock in our private offering. This “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with the notes to our Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
On May 13, 2021, our stockholders approved a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of stockholder approval, effective May 14, 2021, our applicable minimum asset coverage ratio under the 1940 Act was decreased to 150% from 200%. Thus, we are permitted under the 1940 Act, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. Our asset coverage ratio was 247.1% as of March 31, 2024.
Cash Flows
For the three months ended March 31, 2024, we experienced a net increase in cash in the amount of $92.3 million. During that period, our operating activities used $89.2 million in cash, consisting primarily of purchases of portfolio investments of $277.6 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $168.8 million. In addition, our financing activities provided net cash of $181.6 million, consisting primarily of proceeds from the issuance of common stock of $351.2 million, partially offset by net repayments of $126.1 million under the Revolving Credit Facility and SMBC Credit Facility, dividends paid in the amount of $38.2 million and repayments of $4.9 million under the 2023 Debt Securitization. As of March 31, 2024, we had $175.9 million of cash and foreign currencies on hand, including $8.1 million of restricted cash.
For the three months ended March 31, 2023, we experienced a net decrease in cash in the amount of $56.2 million. During that period, our operating activities used $148.4 million in cash, consisting primarily of purchases of portfolio investments of $228.7 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $83.6 million. In addition, our financing activities provided net cash of $92.2 million, consisting primarily of net borrowings of $64.0 million under the SMBC Credit Facility, net secured borrowings of $38.6 million and proceeds from the issuance of common stock of $18.0 million, partially offset by dividends paid in the amount of $26.9 million. As of March 31, 2023, we had $35.3 million of cash and foreign currencies on hand, including $7.4 million of restricted cash.
Financing Transactions
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding LLC (“BPC Funding”), our wholly-owned subsidiary, entered into a senior secured revolving credit facility with BNP Paribas (“BNPP”) (as amended, the “Revolving Credit Facility”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and we serve as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bear interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. BPC Funding currently pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding pays an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.

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Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of March 31, 2024, we were in compliance with all covenants of the Revolving Credit Facility.
As of March 31, 2024, we had U.S. dollar borrowings of $218.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.613% (three month SOFR of 5.313%), borrowings denominated in British pounds sterling of £17.2 million ($21.7 million U.S. dollars) with a weighted average interest rate of 7.658% (weighted average three month adjusted cumulative compounded SONIA of 5.366%), borrowings denominated in Australian dollars of A$7.8 million ($5.1 million U.S. dollars) with an interest rate of 6.506% (three month BBSW of 4.356%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 7.553% (three month CDOR of 5.403%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.6 million U.S. dollars) with an interest rate of 8.055% (three month NZBB of 5.655%) and borrowings denominated in Euros of €94.6 million ($102.2 million U.S. dollars) with a weighted average interest rate of 6.125% (three month EURIBOR of 3.912%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of March 31, 2024, the fair value of the borrowings outstanding under the Revolving Credit Facility was $355.0 million. See “Note 5. Borrowings — BNP Paribas Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the Revolving Credit Facility.
SMBC Revolving Credit Facility
On March 6, 2023, we entered into a senior secured revolving credit facility (as amended, the “SMBC Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement (the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent (“SMBC”), as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto.
The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On

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February 8, 2024, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility.
Commencing on September 6, 2023, we pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between us and SMBC.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, SMBC, as administrative agent, may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of March 31, 2024, we were in compliance with all covenants of the SMBC Credit Facility.
As of March 31, 2024, we had U.S. dollar borrowings of $51.9 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.430% (one-month SOFR of 5.330%). The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
2023 Debt Securitization
On August 23, 2023 (the “Closing Date”), we completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by one of our subsidiaries, which is consolidated by us and subject to our overall asset coverage requirements.
On the Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of ours, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company, as collateral trustee (the “CLO Indenture”).

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The notes and loans offered in the 2023 Debt Securitization consist of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three month SOFR plus 6.35% (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “Secured Notes”); and $20.0 million of AA(sf) Class A Senior Floating Rate Loans maturing 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and together with the Secured Notes, the “Secured Debt”). Additionally, on the Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “Subordinated Notes”), which do not bear interest. The Secured Debt together with the Subordinated Notes are collectively referred to herein a the “Notes”, and the Secured Debt together with the Subordinated Notes are collectively referred to herein as the “Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street Bank and Trust Company, as loan agent and as collateral trustee. The 2023 Debt Securitization is backed by a diversified portfolio of middle-market commercial loans. The Debt is scheduled to mature on July 15, 2031; however the Debt may be redeemed by the Issuers, at our direction as holder of the Subordinated Notes, on any business day after July 15, 2024. We act as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Subordinated Notes. We have retained all of the Subordinated Notes issued in the 2023 Debt Securitization.
The CLO Issuer used the proceeds from the 2023 Debt Securitization to, among other things, purchase certain loans (the “Collateral Obligations”) on the Closing Date (1) from us pursuant to a master loan sale agreement entered into on the Closing Date (the “Loan Sale Agreement”), and (2) from BPC Funding pursuant to the master participation and assignment agreement entered into on the Closing Date (the “Participation Agreement”), each as described below. Following the closing of the 2023 Debt Securitization, BPC Funding used proceeds from the 2023 Debt Securitization to reduce certain outstanding indebtedness under the documents governing the Revolving Credit Facility.
Under the terms of the Loan Sale Agreement that provided for the sale of Collateral Obligations to the CLO Issuer, we transferred to the CLO Issuer a portion of its ownership interest in the Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the Loan Sale Agreement. Under the terms of the Participation Agreement, pending the settlement of the Collateral Obligations transferred to the CLO Issuer under the Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans and participations. We made customary representations, warranties and covenants in the Loan Sale Agreement.
The Secured Debt is the secured obligation of the Issuers, the Subordinated Notes are the unsecured obligations of the CLO Issuer, and the CLO Indenture and Class A-2 Credit Agreement governing the Debt include customary covenants and events of default. The Debt has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
We serve as collateral manager to the CLO Issuer under the Collateral Management Agreement entered into on the Closing Date and have agreed to irrevocably waive all collateral management fees payable pursuant to the Collateral Management Agreement.
As of March 31, 2024, the fair value of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes was $398.6 million. The fair values of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
July 2026 Notes
On July 29, 2021, we entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional

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investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021 and October 28, 2021, respectively. The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the July 2021 NPA.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of March 31, 2024, we were in compliance with all covenants under the July 2021 NPA.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See Note 5“Note 5. Borrowings” to our Unaudited Consolidated Financial Statements for additional information regarding the July 2021 NPA and the July 2026 Notes issued thereunder.
As of March 31, 2024, the fair value of the outstanding July 2026 Notes was $136.8 million. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
May 2027 Notes
On May 10, 2022, we entered into the Maya Note Purchase Agreement (the “May 2022 NPANPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D Notessenior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of March 31, 2024, we were in compliance with all covenants under the May 2022 NPA.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See Note 5“Note 5. Borrowings” to our Unaudited Consolidated Financial Statements for additional information regarding the May 2022 NPA and the May 2027 Notes issued thereunder.
As of March 31, 2024, the fair value of the outstanding May 2027 Notes was $150.3 million. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, we entered into a $100.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily
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rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of March 31, 2023,2024, the interest rate swap had a fair value of $(1.6)$(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.

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In connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of March 31, 2023,2024, the interest rate swap had a fair value of $(1.2)$(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 2023 and December 31, 2022,2024, we had $57.2 million and $18.6 million, respectively, ofno secured borrowings (“Secured Borrowings”) outstanding, whichoutstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which iswas generally within 120 days of the trade date. Our Secured Borrowings bore interest at a weighted average rate of 7.960% as of March 31, 2023, as compared to 7.843% for the year ended December 31, 2022.
Discretionary Share Repurchase Program
At the discretion of the Board, weWe have commenced a discretionary share repurchase program in which we may, subject to market conditions and the discretion of the Board, offer to repurchase, in each quarter, up to 5% of our shares of common stock outstanding as of the close of the previous calendar quarter, generally using a purchase price equal to the net asset value per share as of the last calendar day of the applicable quarter. However, we are not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular quarter in our discretion. The Board may amend, suspend or terminate the share repurchase program at any time if in its reasonable judgment if it deems such action to be in our best interest and the best interest of our stockholders. As a result, share repurchases may not be available each quarter, stockholders may not be able to sell their shares promptlysuch as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or at a desired price, andrisk having an investment in our shares is not suitable if you require short-term liquidity with respect to your investment in us.adverse impact on the Company that would outweigh the benefit of the repurchase offer. We intend to conduct such repurchase offers in accordance with the requirements of Exchange Act Rule 13e-4 promulgated under the Exchange Act and the 1940 Act and subject to compliance with applicable covenants and restrictions under our financing arrangements. All shares purchased by us pursuant to the terms of each tender offer will be redeemed and thereafter will be authorized and unissued shares.
Under our discretionary share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to quarterly tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter (the “Valuation Date”). Stockholders who purchase shares of our common stock on or after March 1, 2024 should keep in mind that if they tender shares of our common stock in a tender offer with a Valuation Date that is within the 12-month period following the initial issue date of their tendered shares, we may repurchase such shares subject to an “early repurchase deduction” of 2% of the aggregate NAV of the shares repurchased (an “Early Repurchase Deduction”). The Early Repurchase Deduction will be retained by the Company for the benefit of remaining holders of our common stock. This Early Repurchase Deduction will also generally apply to minimum account repurchases. We may, from time to time, waive the Early Repurchase Deduction in the following circumstances, subject to certain conditions: repurchases resulting from death, qualifying disability or divorce; in the event that a stockholder’s shares are repurchased because the stockholder has failed to maintain the $5,000 minimum account balance; or due to trade or operational error.
During the three months ended March 31, 2023, 481.4642024, 1,538,740 shares were accepted for repurchase for a total value of $10,014.$32.3 million.
Distributions to Stockholders
We intend to pay distributions to our stockholders of substantially all of our income, as determined by the Board in its discretion considering factors such as our earnings, cash flow, capital needs and general financial condition and the requirements of Maryland law. As a result, our distribution rates and payment frequency may vary from time to time. We generally intend to declare regular monthly dividends on a quarterly basis, although the frequency of such distributions may vary.
We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, when we declare a cash dividend, stockholders who have not opted out of the DRIP will have their dividends automatically reinvested in shares of our common stock, rather than receiving cash dividends.

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We have elected for federal income tax purposes to be treated, and intend to qualify annually, as a RIC under the Code and intend to make the required distributions to our stockholders as specified therein. In order to qualify for and maintain our tax treatment as a RIC and to obtain RIC tax benefits, we must meet certain minimum distribution, source-of-income and asset
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diversification requirements. If such requirements are met, then we will generally be required to pay income taxes only on the portion of our taxable income and gains we do not distribute (actually or constructively). We monitor our distribution requirements with the goal of ensuring compliance with the Code. We can offer no assurance that we will achieve results that will permit the payment of any level of cash distributions and our ability to make distributions will be limited by the asset coverage requirement and related provisions under the 1940 Act and contained in any applicable indenture or financing arrangement and related supplements. In addition, in order to satisfy the annual distribution requirement applicable to RICs, we may declare a significant portion of our dividends in shares of our common stock instead of in cash. A stockholder generally would be subject to tax on 100% of the fair market value of the dividend on the date the dividend is received by the stockholder in the same manner as a cash dividend, even though a portion of the dividend was paid in shares of our common stock.
The minimum distribution requirements applicable to RICs require us to distribute to our stockholders each year at least 90% of our ICTI.investment company taxable income (“ICTI”). Depending on the level of ICTI and net capital gain, if any, earned in a tax year, we may choose to carry forward income in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such excess. Any such carryover income must be distributed before the end of the next tax year through a dividend declared prior to filing the final tax return related to the year which generated such income.
ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. We may be required to recognize ICTI in certain circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having OIDoriginal issue discount (“OID”) (such as debt instruments issued with warrants), we must include in ICTI each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in ICTI other amounts that we have not yet received in cash, such as (i) PIK interest income and (ii) interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any OID or other amounts accrued will be included in our ICTI for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.
Recent DevelopmentsIndependent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from

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Subsequent

Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investment in CPCF BPCC, Thompson Rivers and Waccamaw River
As CPCF BPCC, Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using the NAV of each company and the Company’s ownership percentage as a practical expedient. The NAV is determined in accordance with the specialized accounting guidance for investment companies.
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of March 31, 2024 and December 31, 2023. The weighted average range of unobservable inputs is based on fair value of investments.
March 31, 2024
($ in thousands)(2)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,657,375 Yield AnalysisMarket Yield6.1% – 27.0%11.0%Decrease
35,792 Market ApproachAdjusted EBITDA Multiple0.9x – 12.5x8.2xIncrease
279,000 Recent TransactionTransaction Price95.6% – 100.0%98.0%Increase
Subordinated debt and 2nd lien notes119,294 Yield AnalysisMarket Yield9.0% – 54.2%14.3%Decrease
17,380 Market ApproachAdjusted EBITDA Multiple6.0x – 11.0x8.1xIncrease
3,750 Recent TransactionTransaction Price100.0%100.0%Increase
Equity shares26,204 Yield AnalysisMarket Yield10.5% – 14.2%12.4%Decrease
260,673 Market ApproachAdjusted EBITDA Multiple5.5x – 27.5x10.9xIncrease
1,766 Market ApproachRevenue Multiple6.0x – 9.3x6.6xIncrease
8,027 Discounted Cash Flow AnalysisDiscount Rate14.5%14.5%Decrease
5,892 Net Asset ApproachLiabilities$(64,894.6)$(64,894.6)Decrease
1,928 Recent TransactionTransaction Price$0.00 – $1,037.50$419.92Increase
Equity warrants2,593 Market ApproachAdjusted EBITDA Multiple6.3x – 12.5x7.5xIncrease
(1) Excludes investments with an aggregate fair value amounting to $26,840, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) For structured products, investments with an aggregate fair value amounting to $16,603, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

During the three months ended March 31, 2024, one equity position with a fair value of $17.2 million transitioned from a market approach to a yield analysis valuation model. In addition, one senior debt and first lien note position with a fair value of $25.1 million transitioned from a yield analysis to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.




78


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2023
($ in thousands)(3)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,684,709 Yield AnalysisMarket Yield7.8% – 26.1%11.5%Decrease
17,693 Market ApproachAdjusted EBITDA Multiple1.1x – 12.5x6.5xIncrease
184,932 Recent TransactionTransaction Price95.0% – 100.0%97.7%Increase
Subordinated debt and 2nd lien notes(2)
121,811 Yield AnalysisMarket Yield8.5% – 21.0%13.8%Decrease
7,123 Market ApproachAdjusted EBITDA Multiple11.0x11.0xIncrease
Equity shares8,788 Yield AnalysisMarket Yield14.6%14.6%Decrease
274,281 Market ApproachAdjusted EBITDA Multiple4.8x – 30.0x11.0xIncrease
1,789 Market ApproachRevenue Multiple6.5x – 9.5x6.8xIncrease
6,080 Discounted Cash Flow AnalysisDiscount Rate14.2%14.2%Decrease
5,327 Net Asset ApproachLiabilities$(55,281.8)$(55,281.8)Decrease
873 Recent TransactionTransaction Price$1.00 – $10.00$4.07Increase
Equity warrants2,475 Market ApproachAdjusted EBITDA Multiple6.3x – 12.5x7.3xIncrease
(1) Excludes investments with an aggregate fair value amounting to $28,299, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) Excludes investments with an aggregate fair value amounting to $1,339, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(3) For structured products, investments with an aggregate fair value amounting to $15,705, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

During the year ended December 31, 2023, one equity position with a fair value of $2.6 million and six senior debt and first lien note positions with a fair value of $16.4 million transitioned from a yield analysis to a market approach valuation model. In addition, one senior debt and first lien note position with a fair value of $16.5 million and one structured product position with a fair value of $6.5 million transitioned from a discounted cash flow analysis to a broker quote valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.



79


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of March 31, 2024 and December 31, 2023, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of March 31, 2024
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $39,802 $1,999,007 $2,038,809 
Subordinated debt and 2nd lien notes
— 18,182 140,424 158,606 
Structured products— 8,924 16,603 25,527 
Equity shares9,593 — 304,490 314,083 
Equity warrants44 — 2,593 2,637 
Investments subject to leveling$9,637 $66,908 $2,463,117 $2,539,662 
Investment in joint ventures (1)$29,249 
$2,568,911 
Fair Value as of December 31, 2023
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $42,673 $1,915,633 $1,958,306 
Subordinated debt and 2nd lien notes
— 18,177 130,273 148,450 
Structured products— 8,242 15,705 23,947 
Equity shares75 — 297,138 297,213 
Equity warrants— — 2,475 2,475 
Investments subject to leveling$75 $69,092 $2,361,224 $2,430,391 
Investment in joint ventures (1)$28,538 
$2,458,929 
(1)The Company’s investments in CPCF BPCC, Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2024 and 2023:
Three Months Ended March 31, 2024
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,915,633 $130,273 $15,705 $297,138 $2,475 $2,361,224 
New investments250,445 21,836 — 3,779 — 276,060 
Investment restructuring(12,566)— — — — (12,566)
Transfers into (out of) Level 3, net— — — — — — 
Proceeds from sales of investments(40,481)— — — — (40,481)
Loan origination fees received(5,533)(563)— — — (6,096)
Principal repayments received(109,084)(10,676)(714)— — (120,474)
Payment-in-kind interest/dividends568 789 — 3,219 — 4,576 
Accretion of loan premium/discount186 — — — — 186 
Accretion of deferred loan origination revenue3,014 135 — — — 3,149 
Realized gain (loss)(3,897)— — — — (3,897)
Unrealized appreciation (depreciation)722 (1,370)1,612 354 118 1,436 
Fair value, end of period$1,999,007 $140,424 $16,603 $304,490 $2,593 $2,463,117 

80


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Three Months Ended March 31, 2023
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,736,050 $143,294 $16,380 $157,313 $1,083 $2,054,120 
New investments127,129 663 — 14,788 — 142,580 
Transfers into (out of) Level 3, net— — — — — — 
Proceeds from sales of investments— — — — — — 
Loan origination fees received(3,560)(20)— — — (3,580)
Principal repayments received(38,725)(685)(714)— — (40,124)
Payment-in-kind interest/dividends1,204 991 — — 2,195 
Accretion of loan premium/discount141 46 — — — 187 
Accretion of deferred loan origination revenue2,482 85 — — — 2,567 
Realized gain (loss)(1,173)(4)— — — (1,177)
Unrealized appreciation (depreciation)7,007 (237)398 6,898 (10)14,056 
Fair value, end of period$1,830,555 $144,133 $16,064 $178,999 $1,073 $2,170,824 
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized depreciation on Level 3 investments of $3.7 million during the three months ended March 31, 2024 was related to portfolio company investments that were still held by the Company as of March 31, 2024. Pre-tax net unrealized appreciation on Level 3 investments of $11.8 million during the three months ended March 31, 2023 wewas related to portfolio company investments that were still held by the Company as of March 31, 2023.
During the three months ended March 31, 2024, the Company made investments of approximately $12.0$237.2 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2024, the Company made investments of new commitments,$40.2 million in portfolio companies to which it was previously committed to provide such financing.
During the three months ended March 31, 2023, the Company made investments of approximately $124.8 million in portfolio companies to which $10.6it was not previously contractually committed to provide such financing. During the three months ended March 31, 2023, the Company made investments of $18.4 million closedin portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and funded. The $10.6 millionSales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company generally is contractually owed and recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor

81


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. As of March 31, 2024, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.
Cash and Foreign Currencies
Cash consists of $10.3 milliondeposits held at a custodian bank and restricted cash pledged as collateral for certain derivative instruments. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
Investment Income
Interest income, including amortization of first lien senior securedpremium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of March 31, 2024 and December 31, 2023, the Company had five and two portfolio companies, respectively, with investments that were on non-accrual.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and $0.3 million are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
Payment-in-Kind Interest
The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of subordinatedthe loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt investments.principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The weighted average yieldCompany writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.

82


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees, covenant waiver fees and loan amendment fees, and are recorded as investment income when earned.
Fee income for the three months ended March 31, 2024 and 2023 were as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2024March 31, 2023
Recurring Fee Income:
Amortization of loan origination fees$2,205 $2,194 
Management, valuation and other fees587 562 
Total Recurring Fee Income2,792 2,756 
Non-Recurring Fee Income:
Prepayment fees25 — 
Acceleration of unamortized loan origination fees986 409 
Advisory, loan amendment and other fees573 189 
Total Non-Recurring Fee Income1,584 598 
Total Fee Income$4,376 $3,354 
General and Administrative Expenses
Other general and administrative expenses include Board fees, directors’ and officers’ insurance costs, offering costs, legal and accounting expenses, expenses reimbursable to the Adviser under the terms of the Administration Agreement and other costs related to operating the Company.
Offering Expenses
Costs associated with the offering of common stock of the Company are capitalized as deferred offering expenses and included on the Consolidated Balance Sheet in “Prepaid expenses and other assets” and amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s private offering of common stock.
Deferred Financing Fees
Costs incurred to issue debt are capitalized and are amortized over the term of the debt investments was 10.7%. In addition, we funded $56.6 millionagreements using the effective interest method.
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of previously committed debteach of its lending and equity facilities.investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of March 31, 2024 and December 31, 2023, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of March 31, 2024 and December 31, 2023, the Company’s largest single portfolio company investment represented approximately 4.6% and 4.7%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.

83


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024, all of BPC Funding LLC’s (“BPC Funding”) assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the Revolving Credit Facility. As of March 31, 2024, all of Barings Private Credit Corporation CLO 2023-1 Ltd.’s assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the 2023 Debt Securitization. As of March 31, 2024, all assets (other than those that are owned by BPC Funding and Barings Private Credit Corporation CLO 2023-1 Ltd.) were pledged (or will be pledged when the related investment purchase settles) as collateral for the SMBC Credit Facility.
Financial and Derivative Instruments
Pursuant to ASC 815, Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Unaudited Consolidated Statements of Operations. The fair value of the Company’s interest rate swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currency
As of March 31, 2024 the Company held 17 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 74 investments that were denominated in Euros, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner and 26 investments that were denominated in British pounds sterling. As of December 31, 2023, the Company held 17 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 72 investments that were denominated in Euros, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner and 26 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rates fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statements of Operations.
In addition, during both the three months ended March 31, 2024 and March 31, 2023, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company’s investments denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) – forward currency contracts” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) – forward currency contracts” in the Company’s Unaudited Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively). The Company has historically met its minimum

84


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the three months ended March 31, 2024 and 2023, the Company recorded net expenses of $0.3 million and $0.1 million, respectively, for U.S. federal excise tax.
Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal years 2021-2022), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
For federal income tax purposes, the cost of investments owned as of March 31, 2024 and December 31, 2023 was approximately $2,554.7 million and $2,446.2 million, respectively. As of March 31, 2024, net unrealized appreciation on the Company’s investments (tax basis) was approximately $23.7 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $105.3 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $81.6 million. As of December 31, 2023, net unrealized depreciation on the Company’s investments (tax basis) was approximately $5.6 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $93.8 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $99.4 million.
In addition, the Company has a wholly-owned taxable subsidiary (the “Taxable Subsidiary”), which holds certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiary is not consolidated for income tax purposes and may generate income tax expense or benefit as a result of its ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company’s Unaudited Consolidated Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), is reflected net of applicable federal and state income taxes, if any, in the Company’s Unaudited Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Accounts payable and accrued liabilities” in the Company’s Unaudited and Audited Consolidated Balance Sheets. As of both March 31, 2024 and December 31, 2023, the Company recorded a net deferred tax liability of $0.7 million pertaining to operating losses and tax basis differences related to certain partnership interests.

85


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2024 and December 31, 2023:
Issuance Date
($ in thousands)
Maturity DateInterest Rate as of March 31, 2024March 31, 2024December 31, 2023
Credit Facilities:
Revolving Credit Facility – May 11, 2021May 11, 20267.175%$355,024 $410,967 
SMBC Credit Facility – March 6, 2023March 6, 20287.430%51,875 124,500 
Total Credit Facilities$406,899 $535,467 
Debt Securitization:
August 23, 2023 – Class A-1 NotesJuly 15, 20317.714%$295,151 $300,000 
August 23, 2023 – Class A-2 NotesJuly 15, 20318.664%35,000 35,000 
August 23, 2023 – Class A-2 LoansJuly 15, 20318.664%20,000 20,000 
August 23, 2023 – Class B NotesJuly 15, 20319.464%25,000 25,000 
August 23, 2023 – Class C NotesJuly 15, 203111.664%22,500 22,500 
(Less: Deferred financing fees)(2,326)(2,406)
Total Debt Securitization$395,325 $400,094 
Notes:
July 29, 2021 – Series A NotesJuly 29, 20263.500%$75,000 $75,000 
September 15, 2021 – Series B NotesJuly 29, 20263.500%38,000 38,000 
October 28, 2021 – Series C NotesJuly 29, 20263.500%37,000 37,000 
May 10, 2022 – Series D Notes (1)May 10, 20276.000%97,098 96,729 
July 26, 2022 – Series E Notes (1)May 10, 20276.000%53,174 52,951 
(Less: Deferred financing fees)(412)(474)
Total Notes$299,860 $299,206 
(1)Inclusive of change in fair market value of effective hedge.
The Company is required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of the Company’s total assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities, of at least 150% after each issuance of senior securities. The Company’s asset coverage ratio was 247.1% as of March 31, 2024.
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding, the Company’s wholly-owned subsidiary, entered into the Revolving Credit Facility with BNP Paribas (“BNPP”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and the Company serves as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bear interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. BPC Funding currently pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding pays an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets are required to meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of March 31, 2024, the Company was in compliance with all covenants of the Revolving Credit Facility.
As of March 31, 2024, the Company had U.S. dollar borrowings of $218.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.613% (three month SOFR of 5.313%), borrowings denominated in British pounds sterling of £17.2 million ($21.7 million U.S. dollars) with a weighted average interest rate of 7.658% (weighted average three month adjusted cumulative compounded SONIA of 5.366%), borrowings denominated in Australian dollars of A$7.8 million ($5.1 million U.S. dollars) with an interest rate of 6.506% (three month BBSW of 4.356%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 7.553% (three month CDOR of 5.403%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.6 million U.S. dollars) with an interest rate of 8.055% (three month NZBB of 5.655%) and borrowings denominated in Euros of €94.6 million ($102.2 million U.S. dollars) with a weighted average interest rate of 6.125% (three month EURIBOR of 3.912%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) – foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
As of December 31, 2023, the Company had U.S. dollar borrowings of $304.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.704% (three month SOFR of 5.381%), borrowings denominated in British pounds sterling of £17.2 million ($21.9 million U.S. dollars) with a weighted average interest rate of 7.504% (weighted average three month adjusted cumulative compounded SONIA of 5.212%), borrowings denominated in Australian dollars of A$7.8 million ($5.3 million U.S dollars) with an interest rate of 6.465% (three month BBSW of 4.315%), borrowings denominated in Canadian dollars of C$5.4 million ($4.1 million U.S. dollars) with an interest rate of 7.212% (three month CDOR of 5.062%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.9 million U.S. dollars) with an interest rate of 8.042% (three month NZBB of 5.642%) and borrowings denominated in Euros of €64.6 million ($71.4 million U.S. dollars) with a weighted average interest rate of 6.098% (three month EURIBOR of 3.948%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
As of March 31, 2024 and December 31, 2023, the fair value of the borrowings outstanding under the Revolving Credit Facility was $355.0 million and $411.0 million, respectively. The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
SMBC Revolving Credit Facility
On March 6, 2023, the Company entered into a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent, as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto, which governs the SMBC Credit Facility. The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base,

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
which is based on the Company’s portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On February 8, 2024, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, the Company pays an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between the Company and the Administrative Agent.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to the Company varies depending upon the types of assets in the Company’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., a subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which the Company may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of the Company occurs. Upon the occurrence and during the continuation of certain event of defaults, the Administrative Agent may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of March 31, 2024, the Company was in compliance with all covenants of the SMBC Credit Facility.
As of March 31, 2024, the Company had U.S. dollar borrowings of $51.9 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.430% (one month SOFR of 5.330%). As of December 31, 2023, the Company had U.S. dollar borrowings of $124.5 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.461% (one month SOFR of 5.361%).
As of March 31, 2024 and December 31, 2023, the fair value of the borrowings outstanding under the SMBC Credit Facility was $51.9 million and $124.5 million, respectively. The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
2023 weDebt Securitization
On August 23, 2023 (the “Closing Date”), the Company completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements.
On the Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of the Company, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant to an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company, as collateral trustee (the “CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consist of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 6.35% (the “Class C Notes”, and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and, together with the Secured Notes, the “Secured Debt”). Additionally, on the Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “Subordinated Notes”), which do not bear interest. The Secured Debt together with the Subordinated Notes are collectively referred to herein as the “Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street Bank and Trust Company, as loan agent and as collateral trustee. The 2023 Debt Securitization is backed by a diversified portfolio of middle-market commercial loans. The Debt is scheduled to mature on July 15, 2031; however the Debt may be redeemed by the Issuers, at the direction of the Company as holder of the Subordinated Notes, on any business day after July 15, 2024. The Company acts as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Subordinated Notes. The Company has retained all of the Subordinated Notes issued in the 2023 Debt Securitization.
The CLO Issuer intends to use the proceeds from the 2023 Debt Securitization to, among other things, purchase certain loans (“Collateral Obligations”) on the Closing Date (1) from the Company pursuant to a master loan sale agreement entered into on the Closing Date (the “Loan Sale Agreement”), and (2) from BPC Funding pursuant to the master participation and assignment agreement entered into on the Closing Date (the “Participation Agreement”), each as described below. Following the closing of the 2023 Debt Securitization, BPC Funding intends to use proceeds from the 2023 Debt Securitization to reduce certain outstanding indebtedness under the documents governing the Revolving Credit Facility.
Under the terms of the Loan Sale Agreement that provided for the sale of Collateral Obligations to the CLO Issuer, the Company transferred to the CLO Issuer a portion of its ownership interest in the Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the Loan Sale Agreement. Under the terms of the Participation Agreement, pending the settlement of the Collateral Obligations transferred to the CLO Issuer under the Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or the Company, holds all of the ownership interest in such loans and participations. The Company made customary representations, warranties and covenants in the Loan Sale Agreement.
The Secured Debt is the secured obligation of the Issuers, the Subordinated Notes are the unsecured obligations of the CLO Issuer, and the CLO Indenture and Class A-2 Credit Agreement governing the Debt include customary covenants and events of default. The Debt has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold 4,178,064.52in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024 and December 31, 2023, the fair value of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes was $398.6 million and $402.5 million, respectively. The fair values of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
July 2026 Notes
On July 29, 2021, the Company entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021, and October 28, 2021, respectively. Barings’ parent company, MassMutual, and/or its affiliates or subsidiaries hold approximately $46.0 million in aggregate principal amount of the July 2026 Notes.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the July 2021 NPA. Interest on the July 2026 Notes is due semiannually in January and July of each year, beginning in January 2022. In addition, the Company is obligated to offer to repay the July 2026 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the July 2021 NPA, the Company may redeem the July 2026 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before January 29, 2026, a make-whole premium.
The July 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the July 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The July 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the July 2026 Notes at the time outstanding may declare all July 2026 Notes then outstanding to be immediately due and payable, subject to certain additional conditions in the event that then-outstanding July 2026 Notes are held by persons affiliated with the Company and certain of its affiliates. As of March 31, 2024, the Company was in compliance with all covenants under the July 2021 NPA.
The Company’s obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024 and December 31, 2023, the fair values of the outstanding July 2026 Notes were $136.8 million and $133.5 million, respectively. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
May 2027 Notes
On May 10, 2022, the Company entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The May 2027 Notes will mature on May 10, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the May 2022 NPA. Interest on the May 2027 Notes will be due semiannually in May and November of each year, beginning in November 2022. In addition, the Company is obligated to offer to repay the May 2027 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates. As of March 31, 2024, the Company was in compliance with all covenants under the May 2022 NPA.
The Company’s obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024 and December 31, 2023, the fair values of the outstanding May 2027 Notes were $150.3 million and $149.7 million, respectively. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, the Company entered into a $55.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 2024 and December 31, 2023, the Company had no secured borrowings (“Secured Borrowings”) outstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2024 and December 31, 2023:
As of March 31, 2024
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$72,160$47,13304/08/24$(49)Derivative liabilities
Foreign currency forward contract (AUD)$48,934A$72,16004/08/241,850 Derivative assets
Foreign currency forward contract (AUD)$47,900A$73,15107/08/2449 Derivative assets
Foreign currency forward contract (CAD)C$7,443$5,48704/08/2413 Derivative assets
Foreign currency forward contract (CAD)$5,595C$7,44304/08/2495 Derivative assets
Foreign currency forward contract (CAD)$5,103C$6,92407/08/24(21)Derivative liabilities
Foreign currency forward contract (DKK)8,068kr.$1,17104/08/24(2)Derivative liabilities
Foreign currency forward contract (DKK)$1,1918,068kr.04/08/2422 Derivative assets
Foreign currency forward contract (DKK)$1,1838,119kr.07/08/24Derivative assets
Foreign currency forward contract (EUR)€219,164$237,15404/08/24(411)Derivative liabilities
Foreign currency forward contract (EUR)$240,755€219,16404/08/244,011 Derivative assets
Foreign currency forward contract (EUR)$244,045€224,69207/08/24416 Derivative assets
Foreign currency forward contract (GBP)£60,373$76,22904/08/2439 Derivative assets
Foreign currency forward contract (GBP)$76,261£60,37304/08/24(7)Derivative liabilities
Foreign currency forward contract (GBP)$77,273£61,17107/08/24(41)Derivative liabilities
Foreign currency forward contract (NZD)NZ$9,270$5,56504/08/24(20)Derivative liabilities
Foreign currency forward contract (NZD)$5,806NZ$9,27004/08/24261 Derivative assets
Foreign currency forward contract (NZD)$5,722NZ$9,53307/08/2420 Derivative assets
Foreign currency forward contract (NOK)43,870kr$4,07104/08/24(27)Derivative liabilities
Foreign currency forward contract (NOK)$4,25443,870kr04/08/24209 Derivative assets
Foreign currency forward contract (NOK)$4,09544,031kr07/08/2427 Derivative assets
Foreign currency forward contract (SEK)20,577kr$1,93904/08/24(14)Derivative liabilities
Foreign currency forward contract (SEK)$2,02420,577kr04/08/2499 Derivative assets
Foreign currency forward contract (SEK)$1,95720,688kr07/08/2414 Derivative assets
Foreign currency forward contract (CHF)6,218Fr.$6,86304/08/2445 Derivative assets
Foreign currency forward contract (CHF)$7,4036,218Fr.04/08/24495 Derivative assets
Foreign currency forward contract (CHF)$7,0236,300Fr.07/08/24(46)Derivative liabilities
Total$7,029 

93


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2023
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)$45,208A$70,47301/10/24$(2,932)Derivative liabilities
Foreign currency forward contract (CAD)$5,336C$7,28001/10/24(178)Derivative liabilities
Foreign currency forward contract (DKK)$1,1287,968kr.01/10/24(55)Derivative liabilities
Foreign currency forward contract (EUR)$229,170€216,99601/10/24(10,903)Derivative liabilities
Foreign currency forward contract (GBP)£4,844$6,08601/10/2485 Derivative assets
Foreign currency forward contract (GBP)$75,288£61,97301/10/24(3,669)Derivative liabilities
Foreign currency forward contract (NZD)$5,519NZ$9,24801/10/24(342)Derivative liabilities
Foreign currency forward contract (NOK)$3,997kr43,08101/10/24(258)Derivative liabilities
Foreign currency forward contract (SEK)$1,86819,907kr01/10/24(113)Derivative liabilities
Foreign currency forward contract (CHF)$6,7596,137Fr.01/10/24(546)Derivative liabilities
Total$(18,911)
As of March 31, 2024 and December 31, 2023, the total fair values of the Company’s foreign currency forward contracts were $7.0 million and $(18.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2024 and December 31, 2023 were as follows:
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Accurus Aerospace Corporation(1)(2)Revolver$277 $380 
AD Bidco, Inc.(1)(2)Revolver1,863 — 
AD Bidco, Inc.(1)(2)Delayed Draw Term Loan5,035 — 
Adhefin International(1)(2)(3)Delayed Draw Term Loan410 419 
AirX Climate Solutions(1)Delayed Draw Term Loan5,010 5,010 
AirX Climate Solutions(1)Revolver1,695 2,050 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,598 1,634 
Americo Chemical Products, LLC(1)Revolver1,400 1,400 
Amtech LLC(1)(2)Revolver838 291 
Anju Software, Inc.(1)(2)Delayed Draw Term Loan36 36 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,021 1,030 
Arc Education(1)(3)Delayed Draw Term Loan2,518 2,576 
Argus Bidco Limited(1)(2)(4)CAF Term Loan721 1,083 
ASC Communications, LLC(1)Revolver647 647 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan623 729 
ATL II MRO Holdings Inc.(1)(2)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,455 1,522 
AWP Group Holdings, Inc.(1)Delayed Draw Term Loan237 237 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan644 644 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Beyond Risk Management, Inc.(1)Delayed Draw Term Loan2,007 2,007 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,475 1,508 

94


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Bounteous, Inc.(1)(2)Delayed Draw Term Loan— 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan191 195 
BrightSign LLC(1)(2)Revolver222 370 
British Engineering Services Holdco Limited(1)(2)(4)Acquisition/Capex Facility91 92 
CAi Software, LLC(1)(2)Revolver3,740 943 
Cascade Residential Services LLC(1)Delayed Draw Term Loan5,902 7,765 
Cascade Residential Services LLC(1)Revolver1,294 1,294 
CCFF Buyer, LLC(1)(2)Delayed Draw Term Loan3,346 — 
CCFF Buyer, LLC(1)(2)Revolver1,004 — 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan6,383 8,666 
Comply365, LLC(1)(2)Revolver575 575 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan511 523 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)(2)Revolver169 381 
Direct Travel, Inc.(1)Delayed Draw Term Loan— 87 
DISA Holdings Corp.(1)Delayed Draw Term Loan— 1,072 
DISA Holdings Corp.(1)Delayed Draw Term Loan2,559 — 
DISA Holdings Corp.(1)Revolver1,282 339 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,027 1,050 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan171 171 
Eclipse Business Capital, LLC(1)Revolver11,872 12,128 
EMI Porta Holdco LLC(1)(2)Revolver51 346 
eShipping, LLC(1)Revolver608 743 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,670 2,731 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan620 620 
Express Wash Acquisition Company, LLC(1)Revolver115 115 
Faraday(1)(3)Delayed Draw Term Loan1,935 1,980 
Finexvet(1)(3)Delayed Draw Term Loan— 1,943 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan519 524 
Forest Buyer, LLC(1)Delayed Draw Term Loan992 — 
Forest Buyer, LLC(1)Revolver595 — 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan2,538 — 
Fortis Payment Systems, LLC(1)(2)Revolver2,288 — 
GB Eagle Buyer, Inc.(1)Revolver3,226 3,226 
Glacis Acquisition S.A.R.L.(1)(2)(3)Delayed Draw Term Loan3,294 5,348 
Global Academic Group Limited(1)(2)(7)Term Loan391 414 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan86 — 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan17 53 
Greenhill II BV(1)(3)Capex Acquisition Facility118 120 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan160 167 
HeartHealth Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan239 253 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
HEKA Invest(1)(3)Delayed Draw Term Loan1,124 1,150 
HemaSource, Inc.(1)Revolver2,714 2,590 
HomeX Services Group LLC(1)Delayed Draw Term Loan8,446 8,446 

95


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
HomeX Services Group LLC(1)Revolver3,378 3,378 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,691 1,691 
HTI Technology & Industries(1)(2)Revolver1,128 1,128 
Ice House America, L.L.C.(1)(2)Delayed Draw Term Loan247 — 
Ice House America, L.L.C.(1)(2)Revolver574 — 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan41 42 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility— 171 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,213 1,241 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan— 115 
InvoCare Limited (1)(2)(5)Delayed Draw Term Loan739 773 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan342 1,313 
ISTO Technologies II, LLC(1)Revolver1,114 1,114 
ITI Intermodal, Inc.(1)(2)Revolver1,157 1,157 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility555 588 
Jones Fish Hatcheries & Distributors LLC(1)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan2,784 — 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan718 734 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan237 255 
Lattice Group Holdings Bidco Limited(1)(2)Revolver18 18 
LeadsOnline, LLC(1)Revolver3,190 2,679 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 18 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver86 115 
MB Purchaser, LLC(1)(2)Delayed Draw Term Loan4,121 — 
MB Purchaser, LLC(1)(2)Revolver824 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan435 435 
Megawatt Acquisitionco, Inc.(1)Revolver1,995 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility724 773 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan57 59 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan496 518 
Moonlight Bidco Limited(1)(2)(4)Delayed Draw Term Loan556 562 
Narda Acquisitionco., Inc.(1)Revolver1,059 1,059 
NAW Buyer, LLC(1)(2)Delayed Draw Term Loan9,223 9,223 
NAW Buyer, LLC(1)(2)Revolver2,075 1,845 
NeoxCo(1)(3)Delayed Draw Term Loan486 497 
Next Holdco, LLC(1)Delayed Draw Term Loan5,984 5,984 
Next Holdco, LLC(1)Revolver2,321 2,321 
NF Holdco, LLC(1)Revolver1,183 887 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan936 958 
OA Buyer, Inc.(1)Revolver1,154 1,331 
OAC Holdings I Corp(1)(2)Revolver1,076 1,370 
Omni Intermediate Holdings, LLC(1)Delayed Draw Term Loan— 806 
OSP Hamilton Purchaser, LLC(1)(2)Revolver1,607 1,607 
OSP Hamilton Purchaser, LLC(1)(2)Delayed Draw Term Loan5,319 5,319 

96


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Pare SAS (SAS Maurice MARLE)(1)(2)Delayed Draw Term Loan2,100 2,100 
Parkview Dental Holdings, LLC(1)(2)Delayed Draw Term Loan328 328 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,939 3,939 
PDQ.Com Corporation(1)Delayed Draw Term Loan2,679 2,679 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Acquisition Facility1,255 1,284 
Process Insights Acquisition, Inc.(1)Delayed Draw Term Loan1,220 1,220 
Process Insights Acquisition, Inc.(1)Revolver1,125 — 
Process Insights Acquisition, Inc.(1)Revolver— 1,323 
ProfitOptics, LLC(1)(2)Revolver35 84 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan163 211 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan201 206 
Qualified Industries, LLC(1)Revolver364 364 
Questel Unite(1)(2)(3)Incremental Term Loan2,733 2,795 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,682 1,682 
R1 Holdings, LLC(1)Revolver1,947 1,947 
Randys Holdings, Inc.(1)Delayed Draw Term Loan4,854 5,516 
Randys Holdings, Inc.(1)Revolver1,716 1,658 
Rocade Holdings LLC(1)Preferred Equity2,000 2,000 
Rock Labor, LLC(1)(2)Revolver941 941 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,229 1,229 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,531 — 
Royal Buyer, LLC(1)Revolver2,330 1,787 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility— 42 
Sanoptis S.A.R.L.(1)(2)(3)CAF Term Loan691 2,186 
SBP Holdings LP(1)Delayed Draw Term Loan— 151 
SBP Holdings LP(1)Delayed Draw Term Loan10,774 15,062 
SBP Holdings LP(1)Revolver710 1,065 
Scaled Agile, Inc.(1)(2)Revolver280 280 
Scout Bidco B.V.(1)(2)(3)Revolver313 320 
Simulation Software Investment Company Pty Ltd(1)(2)Delayed Draw Term Loan408 408 
Sinari Invest(1)(2)(3)Delayed Draw Term Loan604 617 
SISU ACQUISITIONCO., INC(1)(2)Delayed Draw Term Loan80 160 
Smartling, Inc.(1)Revolver1,038 1,038 
SmartShift Group, Inc.(1)Delayed Draw Term Loan5,690 5,690 
SmartShift Group, Inc.(1)Revolver2,731 2,731 
Solo Buyer, L.P.(1)Revolver1,330 1,330 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Delayed Draw Term Loan399 399 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Revolver117 90 
Spatial Business Systems LLC(1)Delayed Draw Term Loan1,875 1,875 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan331 398 
Superjet Buyer, LLC(1)Revolver1,369 1,369 
SVI International LLC(1)Delayed Draw Term Loan74 — 
SVI International LLC(1)Revolver74 — 
Syntax Systems Ltd(1)Revolver259 358 
Tank Holding Corp(1)Delayed Draw Term Loan1,126 1,358 

97


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Tank Holding Corp(1)Revolver491 480 
Tanqueray Bidco Limited(1)(4)Capex Facility1,143 1,153 
Techone B.V.(1)(2)(3)Revolver238 146 
Tencarva Machinery Company, LLC(1)(2)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan— 2,724 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver1,233 1,233 
The Cleaver-Brooks Company, Inc.(1)Revolver2,768 2,768 
The Hilb Group, LLC(1)Delayed Draw Term Loan— 672 
Trader Corporation(1)(6)Revolver345 354 
Trintech, Inc.(1)Revolver1,020 1,020 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan2,244 2,244 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan911 1,469 
TSYL Corporate Buyer, Inc.(1)Revolver642 642 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan— 1,509 
UBC Ledgers Holding AB(1)(2)(9)Delayed Draw Term Loan791 840 
UBC Ledgers Holding AB(1)(2)(9)Revolver262 278 
Union Bidco Limited(1)(4)Acquisition Facility220 222 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility621 636 
Unither (Uniholding)(1)(3)Delayed Draw Term Loan468 479 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan2,333 2,360 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 107 
West-NR AcquisitionCo., LLC(1)Delayed Draw Term Loan3,750 3,750 
Whitcraft Holdings, Inc.(1)Revolver1,308 2,347 
White Bidco Limited(1)Delayed Draw Term Loan514 514 
Woodland Foods, LLC(1)(2)Line of Credit244 492 
World 50, Inc.(1)(2)Revolver1,703 — 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan6,627 — 
WWEC Holdings III Corp(1)(2)Revolver3,359 1,514 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan3,202 4,125 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan762 2,932 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan4,388 — 
ZB Holdco LLC(1)(2)Revolver541 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility— 1,333 
Total unused commitments to extend financing$283,522 $267,681 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

98


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(8)Actual commitment amount is denominated in Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swedish kronor. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2024 and 2023:
 Three Months EndedThree Months Ended
($ in thousands, except share and per share amounts)March 31, 2024March 31, 2023
Per share data:
Net asset value at beginning of period$20.84 $20.55 
Net investment income (1)0.57 0.61 
Net realized gain (loss) on investments / foreign currency transactions / forward currency contracts (1)(0.27)(0.42)
Net unrealized appreciation (depreciation) on investments / foreign currency transactions / forward currency contracts (1)0.42 0.57 
Total increase from investment operations (1)0.72 0.76 
Dividends paid to stockholders from net investment income(0.60)(0.49)
Dividends paid to stockholders from short-term realized gains— (0.02)
Total dividends declared(0.60)(0.51)
Net asset value at end of period$20.96 $20.80 
Shares outstanding at end of period78,202,476 53,790,939 
Net assets at end of period$1,639,197 $1,118,966 
Average net assets$1,365,329 $1,092,490 
Ratio of total expenses to average net assets (annualized) (2)9.88 %9.69 %
Ratio of net investment income to average net assets (annualized) (2)11.88 %11.96 %
Portfolio turnover ratio (annualized)7.07 %2.25 %
Total return (3)3.49 %3.74 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies, including joint ventures.
(3)Total return is calculated as the change in NAV per share during the period, divided by the beginning NAV per share and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period.
9. SUBSEQUENT EVENTS
On April 1, 2024, the Company sold 3,262,785.81 unregistered shares of ourits common stock (with the number of shares issued being determined on April 24, 2023)23, 2024), for an aggregate offering priceconsideration of approximately $86.9$68.4 million at a price per share of $20.80,$20.96, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by usthe Company and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder and/or Regulation S under the Securities Act.
On April 17, 2023, we entered into the Amended SMBC Credit Facility to amend certain provisions of the SMBC Credit
Facility to increase the facility size from $115 million to $165 million, subject to the terms of the Amended SMBC Credit
Facility. In connection with the facility increase contemplated by the Amended SMBC Credit Facility, Regions Bank joined the
SMBC Credit Facility as an additional multicurrency lender with a commitment of $50,000,000.
On May 4, 2023,7, 2024, the Board declared regular monthly distributions for June 20232024 through August 2023.2024. The regular monthly cash distributions, each in the gross amount of $0.20 per share, are payable on June 27, 2024, July 29, 2023, July 28, 20232024 and August 30 2023,28, 2024, to stockholders of record on June 27, 2023,25, 2024, July 25, 202326, 2024 and August 28, 2023,26, 2024, respectively.

Critical Accounting Policies99



Item 2.Management’s Discussion and UseAnalysis of EstimatesFinancial Condition and Results of Operations.
The preparationfollowing discussion is designed to provide a better understanding of our unauditedUnaudited Consolidated Financial Statements for the three months ended March 31, 2024, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2023. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in accordance with U.S. GAAP requires managementoperating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, certain estimatesthe ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend, “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that affectare difficult to predict. Our actual results could differ materially from those implied or expressed in the reported amountsforward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of assetsour Annual Report on Form 10-K for the year ended December 31, 2023 and liabilities atin Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (“SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the financial statementsfuture may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the reported amountscommencement of revenues and expenses for the periods covered by such financial statements.our operations. We have identifiedelected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and are externally managed by Barings LLC (“Barings” or the “Adviser”), an investment valuationadviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). In addition, we have elected for federal income tax purposes to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code’) and revenue recognitionexpect to maintain our qualification as our most critical accounting estimates. Ona RIC annually thereafter.
An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an ongoing basis,outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we evaluate our estimates, including those relatedpay Barings for investment management and administrative services pursuant to the matters described below. These estimates are based on the information that is currently available to usterms of an amended and on various other assumptions that we believe to be reasonable under the circumstances. Actual results couldrestated investment advisory agreement (“Advisory Agreement”) and an administration agreement (“Administration Agreement”).
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differ materially from those estimates under different assumptionsWe are a non-exchange traded, privately offered perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or conditions.other securities market. We use the term “privately offered perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the BDC on a continuous basis in private offerings at a price equal to the BDC’s net asset value (“NAV”) per share.
Our primary investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. We focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities, high-yield investments and/or mortgage securities. Barings employs fundamental credit analysis, and targets investments in businesses with low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk relative to other businesses in this market segment. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and seeks to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A discussion of our critical accounting policies follows.
Valuation of Investments
The Adviser conducts the valuationsignificant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated, would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
Formation Transactions/Initial Portfolio
On May 12, 2021, shortly prior to our election to be regulated as a BDC and conversion to a Maryland corporation, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, we acquired from, Massachusetts Mutual Life Insurance Company (“MassMutual”) and C.M. Life Insurance Company (“CM Life”), a subsidiary of MassMutual, a select portfolio of senior secured private debt investments in, and funding obligations to, well-established middle-market businesses that operate across a wide range of industries (the “Initial Portfolio”).
The investments in the Initial Portfolio were selected based upon which our net asset value is primarily based,defined investment objective, amount and type of unfunded obligations associated with each investment and the investment requirements set forth under the 1940 Act or otherwise imposed by applicable laws, rules or regulations, including in accordance with its valuation policy,our election to be treated as well as established and documented processes and methodologiesa RIC for determiningtax purposes.
The aggregate purchase price for the Initial Portfolio was $602.4 million, which is equal to the sum of the fair values of portfolio companyeach investment in the Initial Portfolio at the time of purchase of the Initial Portfolio, net of accrued fees associated with certain unfunded obligations in the Initial Portfolio. The investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). Our current valuation policy and processesInitial Portfolio were established by the Adviser and were approved by the Board.
Asvalued as of March 31, 2023, our investment portfolio,2021 by an independent third-party valuation firm, provided that any investments in the Initial Portfolio acquired by MassMutual or CM Life after March 31, 2021 were initially valued at fair value in accordancecost. In connection with the Board-approved valuation policies, represented approximately 203% of our total net assets, as compared to approximately 198% of our total net assets as of December 31, 2022.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For our portfolio securities, fair value is generally the amount that we might reasonably expect to receive upon the current saleacquisition of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if we do not have accessInitial Portfolio, Barings conducted certain valuation procedures to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820,confirm whether there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significanthad been any material changes to the fair value measurement.
A financial instrument is categorized withinof the ASC Topic 820 valuation hierarchy based uponinvestments and obligations in the lowest level of input toInitial Portfolio from the valuation process that is significant to thepreviously determined fair value measurement. For example,thereof and concluded that no purchase price adjustments were necessary given the absence of any such material changes.
We continue to invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a Level 3 fair value measurement may include inputs thatwide range of industries. Senior secured private debt investments are observable (Levels 1negotiated directly with the borrower, rather than marketed by a third party or bought and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tablessold in the notes to our consolidated financial statements may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
Our investment portfolio includes certainsecondary market. We believe senior secured private debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of our investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company.
There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of our Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changesoffer higher returns and certain more favorable protections than syndicated senior secured loans. Fees generated in the market environment and other events that may occurconnection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Terms of our senior secured private debt investments may causeare generally between five and seven years and bear interest between the gains Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or losses ultimately realizedmortgage securities.
As of both March 31, 2024 and December 31, 2023, the weighted average yield on thesethe principal amount of our outstanding debt investments to be differentother than non-accrual debt investments was approximately 11.1%. As of both March 31, 2024 and December 31, 2023, the valuations currently assigned.
Investment Valuation Process
The Board must determine fair value in good faith for any orweighted average yield on the principal amount of all of our outstanding debt investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of these assets. Barings has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets we hold. Barings uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, Barings will utilize alternative methods in accordance with internal pricing procedures established by Barings’ pricing committee.(including non-accrual debt investments) was approximately 11.0%.
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At least annually,Relationship with Our Adviser, Barings conducts reviews
Our Adviser, Barings, a wholly-owned subsidiary of MassMutual, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Advisers Act. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $324.0 billion Global Fixed Income Platform (as of March 31, 2024) that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the U.S. and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of March 31, 2024, BIIL had approximately £17.0 billion in assets under management.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the primary pricing vendorschanges therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to validatetime, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 43 investment professionals (as of March 31, 2024) located in three offices in the United States. The U.S. Investment Team provides a full set of solutions to the North American middle market, including first and second lien senior secured loans, unitranche structures, revolvers, mezzanine debt and equity co-investments. The U.S. Investment Team averages approximately 20 years of industry experience at the Managing Director and Director level. Also included in Barings GPFG are its Europe and Asia-Pacific Investment Committees and Private Finance Teams, which are responsible for our investment origination and portfolio monitoring activities for middle-market companies in Europe and Asia-Pacific geographies. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
We have entered into an expense support agreement (the “Expense Support Agreement”) with Barings, pursuant to which Barings may elect to pay certain of our expenses on our behalf (“Expense Payments”), including organization and offering expenses, provided that no portion of the payment will be used to pay any of our interest expenses or any distribution and/or shareholder servicing fees. Any Expense Payment that Barings commits to pay must be paid by Barings to us in any combination of cash or other immediately available funds no later than forty-five days after such commitment is made in writing, and/or offset against amounts due from us to Barings or its affiliates. If Barings elects to pay certain of our expenses, Barings will be entitled to reimbursement of such expenses from us if Available Operating Funds (as defined in “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements) exceed the cumulative distributions accrued to our stockholders, subject to the terms of the Expense Support Agreement.
Portfolio Composition
The total fair value of our investment portfolio was $2,568.9 million and $2,458.9 million as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024, we had investments in 305 portfolio companies with an aggregate cost of $2,575.8 million. As of December 31, 2023, we had investments in 302 portfolio companies with an aggregate cost of $2,467.7 million. As of March 31, 2024 and December 31, 2023, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.

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As of March 31, 2024 and December 31, 2023, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
March 31, 2024:
Senior debt and 1st lien notes
$2,062,235 80 %$2,038,809 80 %
Subordinated debt and 2nd lien notes
170,318 158,606 
Structured products26,435 25,527 
Equity shares271,205 10 314,083 12 
Equity warrants34 — 2,637 — 
Investment in joint ventures45,603 29,249 
$2,575,830 100 %$2,568,911 100 %
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
December 31, 2023:
Senior debt and 1st lien notes
$1,981,715 80 %$1,958,306 80 %
Subordinated debt and 2nd lien notes
158,720 148,450 
Structured products27,146 23,947 
Equity shares254,999 10 297,213 12 
Equity warrants— 2,475 — 
Investment in joint ventures45,143 28,538 
$2,467,727 100 %$2,458,929 100 %
Investment Activity
During the three months ended March 31, 2024, we made 10 new investments totaling $129.7 million, made additional investments in existing portfolio companies totaling $146.4 million and made additional investments in existing joint venture equity portfolio companies totaling $1.4 million. We had 11 loans repaid totaling $100.4 million and received $22.5 million of portfolio company principal payments and sales proceeds and recognized a net realized gain on these transactions of $0.3 million. We sold $40.2 million of middle-market portfolio debt investments to one of our joint ventures, realizing a loss on these transactions of $22.8 thousand and recognized a loss of $4.3 million on one of our investments that was restructured. In addition, we received proceeds related to the sale of equity investments totaling $3.7 million and recognized a net realized gain on such sales totaling $0.5 million. Lastly, we received $1.0 million of return of capital from one of our joint ventures.
During the three months ended March 31, 2023, we made nine new investments totaling $71.8 million, made additional investments in existing portfolio companies totaling $59.3 million and made a $12.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 4 loans repaid at par totaling $29.2 million and received $11.0 million of portfolio company principal payments and sales proceeds, recognizing a net loss on these transactions of $0.5 million. In addition, we recognized a loss of $0.6 million on one of our debt investments that was restructured. Finally, we received $3.6 million of return of capital from one of our joint ventures.

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Total portfolio investment activity for the three months ended March 31, 2024 and 2023 was as follows:
Three Months Ended
March 31, 2024:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity
Warrants
Investment in Joint VenturesTotal
Fair value, beginning of period$1,958,306 $148,450 $23,947 $297,213 $2,475 $28,538 $2,458,929 
New investments250,445 21,836 — 3,779 — 1,410 277,470 
Investment restructuring(12,566)— — 12,536 30 — — 
Proceeds from sales of investments/return of capital(40,481)— — (3,666)— (951)(45,098)
Loan origination fees received(5,533)(563)— — — — (6,096)
Principal repayments received(111,236)(10,676)(714)— — — (122,626)
Payment-in-kind interest/dividends568 789 — 3,219 — — 4,576 
Accretion of loan premium/discount206 35 — — — 245 
Accretion of deferred loan origination revenue3,014 177 — — — — 3,191 
Realized gain (loss)(3,897)— — 338 — — (3,559)
Unrealized appreciation (depreciation)(17)(1,442)2,290 664 132 252 1,879 
Fair value, end of period$2,038,809 $158,606 $25,527 $314,083 $2,637 $29,249 $2,568,911 
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity
Warrants
Investment in Joint VenturesTotal
Fair value, beginning of period$1,777,492 $163,899 $25,022 $158,131 $1,083 $32,253 $2,157,880 
New investments127,129 663 — 15,349 — — 143,141 
Proceeds from sales of investments/return of capital— — — — — (3,614)(3,614)
Loan origination fees received(3,560)(20)— — — — (3,580)
Principal repayments received(38,759)(685)(714)— — — (40,158)
Payment-in-kind interest/dividends1,204 991 — — — — 2,195 
Accretion of loan premium/discount151 48 — — — 202 
Accretion of deferred loan origination revenue2,482 121 — — — — 2,603 
Realized gain (loss)(1,173)(4)— — — — (1,177)
Unrealized appreciation (depreciation)7,425 110 115 7,143 (10)(877)13,906 
Fair value, end of period$1,872,391 $165,123 $24,426 $180,623 $1,073 $27,762 $2,271,398 

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Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the inputsinterest income is deemed to be collectible. As of March 31, 2024, we had five portfolio companies with investments on non-accrual, the aggregate fair value of which was $9.8 million, which comprised 0.4% of the total fair value of our portfolio, and the aggregate cost of which was $18.1 million, which comprised 0.7% of the total cost of our portfolio. As of December 31, 2023, we had two portfolio companies with their debt investments on non-accrual, the aggregate fair value of which was $14.0 million, which comprised 0.6% of the total fair value of our portfolio, and the aggregate cost of which was $18.2 million, which comprised 0.7% of the total cost of our portfolio.
A summary of our non-accrual assets as of March 31, 2024 is provided below:
Anju Software, Inc.
During the quarter ended September 30, 2023, we placed our first lien senior secured debt investment in Anju Software, Inc., or Anju Software, on non-accrual status. As a result, under U.S. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our first lien senior secured debt investment in Anju Software for financial reporting purposes. As of March 31, 2024, the cost of our first lien senior secured debt investment in Anju Software was $1.4 million and the fair value of such investment was $0.3 million.
Canadian Orthodontic Partners Corp.
During the quarter ended March 31, 2024, we placed our debt investment in Canadian Orthodontic Partners Corp., or Canadian Orthodontics, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Canadian Orthodontics for financial reporting purposes. As of March 31, 2024, the cost of our debt investment in Canadian Orthodontics was $4.9 million and the fair value of such investment was $2.9 million.
GPNZ II GmbH
During the quarter ended March 31, 2024, we placed our debt investments in GPNZ II GmbH., or GPNZ, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in GPNZ for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in GPNZ was $0.6 million and the fair value of such investments was $0.4 million.
Marmoutier Holding B.V.
During the quarter ended March 31, 2024, we placed our debt investments in Marmoutier Holding B.V., or Marmoutier, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Marmoutier for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in Marmoutier was $2.6 million and the fair value of such investments was $1.2 million.
Sandvine Corporation
During the quarter ended March 31, 2024, we placed our debt investments in Sandvine Corporation, or Sandvine, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Sandvine for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in Sandvine was $8.5 million and the fair value of such investments was $5.0 million.

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Results of Operations
Comparison of the three months ended March 31, 2024 and 2023
Operating results for the three months ended March 31, 2024 and 2023 were as follows:
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Total investment income$74,294 $59,122 
Total operating expenses33,479 26,404 
Net investment income before taxes40,815 32,718 
Income taxes, including excise tax expense250 53 
Net investment income after taxes40,565 32,665 
Net realized gains (losses)(18,873)(22,384)
Net unrealized appreciation (depreciation)29,706 30,246 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts10,833 7,862 
Net increase in net assets resulting from operations$51,398 $40,527 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Investment income:
Total interest income$60,553 $49,976 
Total dividend income6,739 3,712 
Total fee and other income4,376 3,354 
Total payment-in-kind interest income2,365 2,071 
Interest income from cash261 
Total investment income$74,294 $59,122 
The change in total investment income for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, was primarily due to an increase in the weighted average yield on the portfolio from higher base rates, an increase in the average size of our portfolio and increased dividends from portfolio companies and joint venture investments. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 11.1% as of March 31, 2024, as compared to 10.3% as of March 31, 2023. The amount of our outstanding debt investments was $2,290.7 million as of March 31, 2024, as compared to $2,136.8 million as of March 31, 2023. The increase in the average size of our portfolio was largely due to net additions in middle-market and special situation investments. For the three months ended March 31, 2024, dividends from portfolio companies and joint venture investments were $6.7 million, as compared to $3.7 million for the three months ended March 31, 2023. For the three months ended March 31, 2024, PIK interest income was $2.4 million, as compared to $2.1 million for the three months ended March 31, 2023.
Operating Expenses
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Operating expenses:
Interest and other financing fees$24,152 $18,563 
Base management fee4,593 3,849 
Incentive management fees3,067 2,594 
Other general and administrative expenses1,667 1,398 
Total operating expenses$33,479 $26,404 

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Interest and Other Financing Fees
Interest and other financing fees during the three months ended March 31, 2024 were primarily attributable to borrowings under the Revolving Credit Facility, the SMBC Credit Facility, the 2023 Debt Securitization, the July 2026 Notes and the May 2027 Notes (each as defined below under “Financial Condition, Liquidity and Capital Resources”). Interest and other financing fees during the three months ended March 31, 2023 were attributable to borrowings under the Revolving Credit Facility, the SMBC Credit Facility, the July 2026 Notes, the May 2027 Notes and Secured Borrowings (as defined below under “Financial Condition, Liquidity and Capital Resources”). The increase in interest and other financing fees for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 was primarily attributable to interest and other financing fees on the 2023 Debt Securitization and an increase in the weighted average interest rate on the Revolving Credit Facility. The weighted average interest rate on the Revolving Credit Facility was 7.2% as of March 31, 2024, as compared to 6.7% as of March 31, 2023.
Base Management Fee
Under the Advisory Agreement, we pay Barings a base management fee (the “Base Management Fee”), quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. The Base Management Fee for any partial quarter is appropriately pro-rated. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangement thereunder. For the three months ended March 31, 2024 and 2023, the amount of Base Management Fees incurred were approximately $4.6 million and $3.8 million, respectively. The increase in the Base Management Fees for the three months ended March 31, 2024 versus the corresponding 2023 period is primarily related to the average value of gross assets increasing from $2,052.7 million as of the end of the two most recently completed calendar quarters prior to March 31, 2023 to $2,449.5 million as of the end of the two most recently completed calendar quarters prior to March 31, 2024.
Incentive Fee
Under the Advisory Agreement, we pay Barings an incentive fee. The incentive fee is determined and paid quarterly in arrears based on the amount by which (x) the aggregate “pre-incentive fee net investment income” in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the hurdle amount in respect of the Trailing Twelve Months. The incentive fee is subject to a cap (the “Incentive Fee Cap”), which during each of the three months ended March 31, 2024 and March 31, 2023, was an amount equal to 0.50% of the average value of the our gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each quarter during the trailing twelve months and appropriately adjusted for any share issuances or repurchases during the period. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Advisory Agreement and the fee arrangements thereunder. For the three months ended March 31, 2024, the amount of incentive fee incurred was approximately $3.1 million as compared to $2.6 million for the three months ended March 31, 2023. The increase in the incentive fee for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, relates predominately to an increase in pre-incentive fee net investment income and to the value of the gross assets used in the vendors’ pricing process are deemedIncentive Fee Cap calculation. The amount of pre-incentive fee net investment income was $43.9 million as of March 31, 2024 as compared to $35.3 million as of March 31, 2023. The average value of gross assets used in the Incentive Fee Cap calculation increased from $2,075.4 million as of March 31, 2023 to $2,453.4 million as of March 31, 2024.
Other General and Administrative Expenses
Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. For the three months ended March 31, 2024 and 2023, the amount of administration expense incurred and invoiced by Barings for expenses was $0.5 million and $0.6 million, respectively. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include Board fees, directors’ and officers’ insurance costs, legal and accounting expenses and other costs related to our operations.

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Net Realized Gains (Losses)
Net realized gains (losses) during the three months ended March 31, 2024 and 2023 were as follows:
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Net realized gains (losses):
Non-Control / Non-Affiliate investments$(3,559)$(1,177)
Net realized gains (losses) on investments(3,559)(1,177)
Foreign currency transactions(397)188 
Forward currency contracts(14,917)(21,395)
Net realized gains (losses)$(18,873)$(22,384)
During the three months ended March 31, 2024, we recognized net realized losses totaling $18.9 million, which consisted primarily of a net loss on our forward currency contracts of $14.9 million, a net loss on our loan portfolio of $3.6 million and a net loss on foreign currency transactions of $0.4 million. The net loss on our investment portfolio predominately related to the restructuring of one investment which was primarily reclassified from unrealized depreciation during the three months ended March 31, 2024.
During the three months ended March 31, 2023, we recognized net realized losses totaling $22.4 million, which consisted primarily of a net loss on forward currency contracts of $21.4 million and a net loss on our loan portfolio of $1.2 million, partially offset by a net gain on foreign currency transactions of $0.2 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three months ended March 31, 2024 and 2023 were as follows:
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments$2,907 $8,975 
Affiliate investments(991)4,802 
Net unrealized appreciation (depreciation) on investments1,916 13,777 
Foreign currency transactions1,850 (2,663)
Forward currency contracts25,940 19,132 
Net unrealized appreciation (depreciation)$29,706 $30,246 
During the three months ended March 31, 2024, we recorded net unrealized appreciation totaling $29.7 million, consisting of net unrealized appreciation related to our forward currency contracts of $25.9 million, net unrealized appreciation related to foreign currency transactions of $1.9 million and net unrealized appreciation reclassification adjustments of $5.3 million related to the net realized losses on the sales / repayments and restructures of certain investments, partially offset by net unrealized depreciation on our current portfolio of $3.4 million. The net unrealized depreciation on our current portfolio of $3.4 million was driven primarily by the impact of foreign currency exchange rates on investments of $12.0 million and credit or fundamental performance of investments of $4.9 million, partially offset by broad market moves for investments of $13.5 million.
During the three months ended March 31, 2023, we recorded net unrealized appreciation totaling $30.2 million, consisting of net unrealized appreciation related to our forward currency contracts of $19.1 million, net unrealized appreciation on our current portfolio of $11.6 million, net unrealized appreciation reclassification adjustments of $2.3 million related to the net realized losses on the sales / repayments of certain investments, partially offset by net unrealized depreciation related to foreign currency transactions of $2.6 million and deferred taxes of $0.2 million. The net unrealized appreciation on our current portfolio of $11.6 million was driven primarily by the impact of foreign currency exchange rates on investments of $7.0 million, credit or fundamental performance of investments of $5.2 million, partially offset by broad market moves for investments of $0.6 million.



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Financial Condition, Liquidity and Capital Resources
We believe that our current cash and cash equivalents on hand, our available borrowing capacity under the Revolving Credit Facility and the SMBC Credit Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. In addition, we expect to generate cash from the net proceeds of our continuous offering of shares of common stock in our private offering. This “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with the notes to our Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
On May 13, 2021, our stockholders approved a proposal to authorize us to be market observable. While Baringssubject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of stockholder approval, effective May 14, 2021, our applicable minimum asset coverage ratio under the 1940 Act was decreased to 150% from 200%. Thus, we are permitted under the 1940 Act, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is notat least equal to 150% immediately after each such issuance. Our asset coverage ratio was 247.1% as of March 31, 2024.
Cash Flows
For the three months ended March 31, 2024, we experienced a net increase in cash in the amount of $92.3 million. During that period, our operating activities used $89.2 million in cash, consisting primarily of purchases of portfolio investments of $277.6 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $168.8 million. In addition, our financing activities provided accessnet cash of $181.6 million, consisting primarily of proceeds from the issuance of common stock of $351.2 million, partially offset by net repayments of $126.1 million under the Revolving Credit Facility and SMBC Credit Facility, dividends paid in the amount of $38.2 million and repayments of $4.9 million under the 2023 Debt Securitization. As of March 31, 2024, we had $175.9 million of cash and foreign currencies on hand, including $8.1 million of restricted cash.
For the three months ended March 31, 2023, we experienced a net decrease in cash in the amount of $56.2 million. During that period, our operating activities used $148.4 million in cash, consisting primarily of purchases of portfolio investments of $228.7 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $83.6 million. In addition, our financing activities provided net cash of $92.2 million, consisting primarily of net borrowings of $64.0 million under the SMBC Credit Facility, net secured borrowings of $38.6 million and proceeds from the issuance of common stock of $18.0 million, partially offset by dividends paid in the amount of $26.9 million. As of March 31, 2023, we had $35.3 million of cash and foreign currencies on hand, including $7.4 million of restricted cash.
Financing Transactions
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding LLC (“BPC Funding”), our wholly-owned subsidiary, entered into a senior secured revolving credit facility with BNP Paribas (“BNPP”) (as amended, the “Revolving Credit Facility”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and we serve as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to proprietary modelsincrease the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the vendors,advances being requested under the reviews have included on-site walkthroughsRevolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bear interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the pricing process, methodologiesadvances being requested under the Revolving Credit Agreement. BPC Funding currently pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and control procedures for each asset classBNPP. Commencing on September 9, 2022, BPC Funding pays an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and levelgreater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.

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Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which pricesBPC Funding is a lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are provided.secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The review also includesobligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an examinationevent of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of March 31, 2024, we were in compliance with all covenants of the underlyingRevolving Credit Facility.
As of March 31, 2024, we had U.S. dollar borrowings of $218.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.613% (three month SOFR of 5.313%), borrowings denominated in British pounds sterling of £17.2 million ($21.7 million U.S. dollars) with a weighted average interest rate of 7.658% (weighted average three month adjusted cumulative compounded SONIA of 5.366%), borrowings denominated in Australian dollars of A$7.8 million ($5.1 million U.S. dollars) with an interest rate of 6.506% (three month BBSW of 4.356%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 7.553% (three month CDOR of 5.403%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.6 million U.S. dollars) with an interest rate of 8.055% (three month NZBB of 5.655%) and borrowings denominated in Euros of €94.6 million ($102.2 million U.S. dollars) with a weighted average interest rate of 6.125% (three month EURIBOR of 3.912%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of March 31, 2024, the fair value of the borrowings outstanding under the Revolving Credit Facility was $355.0 million. See “Note 5. Borrowings — BNP Paribas Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the Revolving Credit Facility.
SMBC Revolving Credit Facility
On March 6, 2023, we entered into a senior secured revolving credit facility (as amended, the “SMBC Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement (the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent (“SMBC”), as lead arranger and assumptionsas sole bookrunner, and the lenders and issuing banks from time to time party thereto.
The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On

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February 8, 2024, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility.
Commencing on September 6, 2023, we pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between us and SMBC.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a sampleperfected first-priority interest in substantially all of individualthe portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, SMBC, as administrative agent, may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of March 31, 2024, we were in compliance with all covenants of the SMBC Credit Facility.
As of March 31, 2024, we had U.S. dollar borrowings of $51.9 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.430% (one-month SOFR of 5.330%). The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
2023 Debt Securitization
On August 23, 2023 (the “Closing Date”), we completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by one of our subsidiaries, which is consolidated by us and subject to our overall asset coverage requirements.
On the Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of ours, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company, as collateral trustee (the “CLO Indenture”).

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The notes and loans offered in the 2023 Debt Securitization consist of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three month SOFR plus 6.35% (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “Secured Notes”); and $20.0 million of AA(sf) Class A Senior Floating Rate Loans maturing 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and together with the Secured Notes, the “Secured Debt”). Additionally, on the Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “Subordinated Notes”), which do not bear interest. The Secured Debt together with the Subordinated Notes are collectively referred to herein a the “Notes”, and the Secured Debt together with the Subordinated Notes are collectively referred to herein as the “Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street Bank and Trust Company, as loan agent and as collateral trustee. The 2023 Debt Securitization is backed by a diversified portfolio of middle-market commercial loans. The Debt is scheduled to mature on July 15, 2031; however the Debt may be redeemed by the Issuers, at our direction as holder of the Subordinated Notes, on any business day after July 15, 2024. We act as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Subordinated Notes. We have retained all of the Subordinated Notes issued in the 2023 Debt Securitization.
The CLO Issuer used the proceeds from the 2023 Debt Securitization to, among other things, purchase certain loans (the “Collateral Obligations”) on the Closing Date (1) from us pursuant to a master loan sale agreement entered into on the Closing Date (the “Loan Sale Agreement”), and (2) from BPC Funding pursuant to the master participation and assignment agreement entered into on the Closing Date (the “Participation Agreement”), each as described below. Following the closing of the 2023 Debt Securitization, BPC Funding used proceeds from the 2023 Debt Securitization to reduce certain outstanding indebtedness under the documents governing the Revolving Credit Facility.
Under the terms of the Loan Sale Agreement that provided for the sale of Collateral Obligations to the CLO Issuer, we transferred to the CLO Issuer a portion of its ownership interest in the Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the Loan Sale Agreement. Under the terms of the Participation Agreement, pending the settlement of the Collateral Obligations transferred to the CLO Issuer under the Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans and participations. We made customary representations, warranties and covenants in the Loan Sale Agreement.
The Secured Debt is the secured obligation of the Issuers, the Subordinated Notes are the unsecured obligations of the CLO Issuer, and the CLO Indenture and Class A-2 Credit Agreement governing the Debt include customary covenants and events of default. The Debt has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities across asset classes, creditor “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
We serve as collateral manager to the CLO Issuer under the Collateral Management Agreement entered into on the Closing Date and have agreed to irrevocably waive all collateral management fees payable pursuant to the Collateral Management Agreement.
As of March 31, 2024, the fair value of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes was $398.6 million. The fair values of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
July 2026 Notes
On July 29, 2021, we entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional

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investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021 and October 28, 2021, respectively. The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the July 2021 NPA.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating levelsconditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and various durations,future unsecured unsubordinated indebtedness issued by us. As of March 31, 2024, we were in compliance with all covenants under the July 2021 NPA.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a process Barings continuestransaction not subject to, perform annually. the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings” to our Unaudited Consolidated Financial Statements for additional information regarding the July 2021 NPA and the July 2026 Notes issued thereunder.
As of March 31, 2024, the fair value of the outstanding July 2026 Notes was $136.8 million. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
May 2027 Notes
On May 10, 2022, we entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of March 31, 2024, we were in compliance with all covenants under the May 2022 NPA.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings” to our Unaudited Consolidated Financial Statements for additional information regarding the May 2022 NPA and the May 2027 Notes issued thereunder.
As of March 31, 2024, the fair value of the outstanding May 2027 Notes was $150.3 million. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In addition,connection with the pricing vendors have an established challenge process in place for all security valuations, which facilitates identificationoffering of the Series D Notes, on May 10, 2022, we entered into a $100.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and resolutionpay quarterly based on a compounded daily rate of prices that fall outside expected ranges. Barings believes thatSOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the pricesSeries D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing vendorsservices and independent indicative broker quotes, which are representativeLevel 2 inputs.

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In connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 2024, we had no secured borrowings (“Secured Borrowings”) outstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.
Discretionary Share Repurchase Program
We have commenced a discretionary share repurchase program in which we may, subject to market conditions and the discretion of the Board, offer to repurchase, in each quarter, up to 5% of our shares of common stock outstanding as of the close of the previous calendar quarter. The Board may amend, suspend or terminate the share repurchase program at any time if in its reasonable judgment if it deems such action to be in our best interest and the best interest of our stockholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. We intend to conduct such repurchase offers in accordance with the requirements of Exchange Act Rule 13e-4 and the 1940 Act and subject to compliance with applicable covenants and restrictions under our financing arrangements. All shares purchased by us pursuant to the terms of each tender offer will be receivedredeemed and thereafter will be authorized and unissued shares.
Under our discretionary share repurchase program, to sell the assets atextent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to quarterly tender offers using a purchase price equal to the measurementNAV per share as of the last calendar day of the applicable quarter (the “Valuation Date”). Stockholders who purchase shares of our common stock on or after March 1, 2024 should keep in mind that if they tender shares of our common stock in a tender offer with a Valuation Date that is within the 12-month period following the initial issue date (i.e., exit prices)of their tendered shares, we may repurchase such shares subject to an “early repurchase deduction” of 2% of the aggregate NAV of the shares repurchased (an “Early Repurchase Deduction”). The Early Repurchase Deduction will be retained by the Company for the benefit of remaining holders of our common stock. This Early Repurchase Deduction will also generally apply to minimum account repurchases. We may, from time to time, waive the Early Repurchase Deduction in the following circumstances, subject to certain conditions: repurchases resulting from death, qualifying disability or divorce; in the event that a stockholder’s shares are repurchased because the stockholder has failed to maintain the $5,000 minimum account balance; or due to trade or operational error.
During the three months ended March 31, 2024, 1,538,740 shares were accepted for repurchase for a total value of $32.3 million.
Distributions to Stockholders
Our money market fund investmentsWe intend to pay distributions to our stockholders of substantially all of our income, as determined by the Board in its discretion considering factors such as our earnings, cash flow, capital needs and general financial condition and the requirements of Maryland law. As a result, our distribution rates and payment frequency may vary from time to time. We generally intend to declare regular monthly dividends on a quarterly basis, although the frequency of such distributions may vary.
We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, when we declare a cash dividend, stockholders who have not opted out of the DRIP will have their dividends automatically reinvested in shares of our common stock, rather than receiving cash dividends.

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We have elected for federal income tax purposes to be treated, and intend to qualify annually, as a RIC under the Code and intend to make the required distributions to our stockholders as specified therein. In order to qualify for and maintain our tax treatment as a RIC and to obtain RIC tax benefits, we must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then we will generally valued using Level 1 inputsbe required to pay income taxes only on the portion of our taxable income and gains we do not distribute (actually or constructively). We monitor our distribution requirements with the goal of ensuring compliance with the Code. We can offer no assurance that we will achieve results that will permit the payment of any level of cash distributions and our equity investments listedability to make distributions will be limited by the asset coverage requirement and related provisions under the 1940 Act and contained in any applicable indenture or financing arrangement and related supplements. In addition, in order to satisfy the annual distribution requirement applicable to RICs, we may declare a significant portion of our dividends in shares of our common stock instead of in cash. A stockholder generally would be subject to tax on an exchange or100% of the fair market value of the dividend on the NASDAQ National Market Systemdate the dividend is received by the stockholder in the same manner as a cash dividend, even though a portion of the dividend was paid in shares of our common stock.
The minimum distribution requirements applicable to RICs require us to distribute to our stockholders each year at least 90% of our investment company taxable income (“ICTI”). Depending on the level of ICTI and net capital gain, if any, earned in a tax year, we may choose to carry forward income in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such excess. Any such carryover income must be distributed before the end of the next tax year through a dividend declared prior to filing the final tax return related to the year which generated such income.
ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. We may be required to recognize ICTI in certain circumstances in which we do not receive cash. For example, if we hold debt obligations that are valued using Level 1 inputs, usingtreated under applicable tax rules as having original issue discount (“OID”) (such as debt instruments issued with warrants), we must include in ICTI each year a portion of the last quoted sale priceOID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in ICTI other amounts that day. Our syndicated senior secured loanswe have not yet received in cash, such as (i) PIK interest income and structured product(ii) interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any OID or other amounts accrued will be included in our ICTI for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are generally valued using Level 2 inputs, whichnot included in taxable income until they are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service.Our middle-market, private debt and equity investments are generally valued using Level 3 inputs.realized.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from

77


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investment in CPCF BPCC, Thompson Rivers and Waccamaw River
As CPCF BPCC, Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using the NAV of each company and the Company’s ownership percentage as a practical expedient. The NAV is determined in accordance with the specialized accounting guidance for investment companies.
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of March 31, 2024 and December 31, 2023. The weighted average range of unobservable inputs is based on fair value of investments.
March 31, 2024
($ in thousands)(2)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,657,375 Yield AnalysisMarket Yield6.1% – 27.0%11.0%Decrease
35,792 Market ApproachAdjusted EBITDA Multiple0.9x – 12.5x8.2xIncrease
279,000 Recent TransactionTransaction Price95.6% – 100.0%98.0%Increase
Subordinated debt and 2nd lien notes119,294 Yield AnalysisMarket Yield9.0% – 54.2%14.3%Decrease
17,380 Market ApproachAdjusted EBITDA Multiple6.0x – 11.0x8.1xIncrease
3,750 Recent TransactionTransaction Price100.0%100.0%Increase
Equity shares26,204 Yield AnalysisMarket Yield10.5% – 14.2%12.4%Decrease
260,673 Market ApproachAdjusted EBITDA Multiple5.5x – 27.5x10.9xIncrease
1,766 Market ApproachRevenue Multiple6.0x – 9.3x6.6xIncrease
8,027 Discounted Cash Flow AnalysisDiscount Rate14.5%14.5%Decrease
5,892 Net Asset ApproachLiabilities$(64,894.6)$(64,894.6)Decrease
1,928 Recent TransactionTransaction Price$0.00 – $1,037.50$419.92Increase
Equity warrants2,593 Market ApproachAdjusted EBITDA Multiple6.3x – 12.5x7.5xIncrease
(1) Excludes investments with an aggregate fair value amounting to $26,840, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) For structured products, investments with an aggregate fair value amounting to $16,603, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

During the three months ended March 31, 2024, one equity position with a fair value of $17.2 million transitioned from a market approach to a yield analysis valuation model. In addition, one senior debt and first lien note position with a fair value of $25.1 million transitioned from a yield analysis to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.




78


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2023
($ in thousands)(3)
Fair ValueValuation
Model
Level 3
Input
Range of
Inputs
Weighted
Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,684,709 Yield AnalysisMarket Yield7.8% – 26.1%11.5%Decrease
17,693 Market ApproachAdjusted EBITDA Multiple1.1x – 12.5x6.5xIncrease
184,932 Recent TransactionTransaction Price95.0% – 100.0%97.7%Increase
Subordinated debt and 2nd lien notes(2)
121,811 Yield AnalysisMarket Yield8.5% – 21.0%13.8%Decrease
7,123 Market ApproachAdjusted EBITDA Multiple11.0x11.0xIncrease
Equity shares8,788 Yield AnalysisMarket Yield14.6%14.6%Decrease
274,281 Market ApproachAdjusted EBITDA Multiple4.8x – 30.0x11.0xIncrease
1,789 Market ApproachRevenue Multiple6.5x – 9.5x6.8xIncrease
6,080 Discounted Cash Flow AnalysisDiscount Rate14.2%14.2%Decrease
5,327 Net Asset ApproachLiabilities$(55,281.8)$(55,281.8)Decrease
873 Recent TransactionTransaction Price$1.00 – $10.00$4.07Increase
Equity warrants2,475 Market ApproachAdjusted EBITDA Multiple6.3x – 12.5x7.3xIncrease
(1) Excludes investments with an aggregate fair value amounting to $28,299, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) Excludes investments with an aggregate fair value amounting to $1,339, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(3) For structured products, investments with an aggregate fair value amounting to $15,705, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

During the year ended December 31, 2023, one equity position with a fair value of $2.6 million and six senior debt and first lien note positions with a fair value of $16.4 million transitioned from a yield analysis to a market approach valuation model. In addition, one senior debt and first lien note position with a fair value of $16.5 million and one structured product position with a fair value of $6.5 million transitioned from a discounted cash flow analysis to a broker quote valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.



79


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of March 31, 2024 and December 31, 2023, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of March 31, 2024
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $39,802 $1,999,007 $2,038,809 
Subordinated debt and 2nd lien notes
— 18,182 140,424 158,606 
Structured products— 8,924 16,603 25,527 
Equity shares9,593 — 304,490 314,083 
Equity warrants44 — 2,593 2,637 
Investments subject to leveling$9,637 $66,908 $2,463,117 $2,539,662 
Investment in joint ventures (1)$29,249 
$2,568,911 
Fair Value as of December 31, 2023
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $42,673 $1,915,633 $1,958,306 
Subordinated debt and 2nd lien notes
— 18,177 130,273 148,450 
Structured products— 8,242 15,705 23,947 
Equity shares75 — 297,138 297,213 
Equity warrants— — 2,475 2,475 
Investments subject to leveling$75 $69,092 $2,361,224 $2,430,391 
Investment in joint ventures (1)$28,538 
$2,458,929 
(1)The Company’s investments in CPCF BPCC, Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2024 and 2023:
Three Months Ended March 31, 2024
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,915,633 $130,273 $15,705 $297,138 $2,475 $2,361,224 
New investments250,445 21,836 — 3,779 — 276,060 
Investment restructuring(12,566)— — — — (12,566)
Transfers into (out of) Level 3, net— — — — — — 
Proceeds from sales of investments(40,481)— — — — (40,481)
Loan origination fees received(5,533)(563)— — — (6,096)
Principal repayments received(109,084)(10,676)(714)— — (120,474)
Payment-in-kind interest/dividends568 789 — 3,219 — 4,576 
Accretion of loan premium/discount186 — — — — 186 
Accretion of deferred loan origination revenue3,014 135 — — — 3,149 
Realized gain (loss)(3,897)— — — — (3,897)
Unrealized appreciation (depreciation)722 (1,370)1,612 354 118 1,436 
Fair value, end of period$1,999,007 $140,424 $16,603 $304,490 $2,593 $2,463,117 

80


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Three Months Ended March 31, 2023
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,736,050 $143,294 $16,380 $157,313 $1,083 $2,054,120 
New investments127,129 663 — 14,788 — 142,580 
Transfers into (out of) Level 3, net— — — — — — 
Proceeds from sales of investments— — — — — — 
Loan origination fees received(3,560)(20)— — — (3,580)
Principal repayments received(38,725)(685)(714)— — (40,124)
Payment-in-kind interest/dividends1,204 991 — — 2,195 
Accretion of loan premium/discount141 46 — — — 187 
Accretion of deferred loan origination revenue2,482 85 — — — 2,567 
Realized gain (loss)(1,173)(4)— — — (1,177)
Unrealized appreciation (depreciation)7,007 (237)398 6,898 (10)14,056 
Fair value, end of period$1,830,555 $144,133 $16,064 $178,999 $1,073 $2,170,824 
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized depreciation on Level 3 investments of $3.7 million during the three months ended March 31, 2024 was related to portfolio company investments that were still held by the Company as of March 31, 2024. Pre-tax net unrealized appreciation on Level 3 investments of $11.8 million during the three months ended March 31, 2023 was related to portfolio company investments that were still held by the Company as of March 31, 2023.
During the three months ended March 31, 2024, the Company made investments of approximately $237.2 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2024, the Company made investments of $40.2 million in portfolio companies to which it was previously committed to provide such financing.
During the three months ended March 31, 2023, the Company made investments of approximately $124.8 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2023, the Company made investments of $18.4 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company generally is contractually owed and recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor

81


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. As of March 31, 2024, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.
Cash and Foreign Currencies
Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral for certain derivative instruments. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
Investment Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of March 31, 2024 and December 31, 2023, the Company had five and two portfolio companies, respectively, with investments that were on non-accrual.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
Payment-in-Kind Interest
The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees, covenant waiver fees and loan amendment fees, and are recorded as investment income when earned.
Fee income for the three months ended March 31, 2024 and 2023 were as follows:
Three Months EndedThree Months Ended
($ in thousands)March 31, 2024March 31, 2023
Recurring Fee Income:
Amortization of loan origination fees$2,205 $2,194 
Management, valuation and other fees587 562 
Total Recurring Fee Income2,792 2,756 
Non-Recurring Fee Income:
Prepayment fees25 — 
Acceleration of unamortized loan origination fees986 409 
Advisory, loan amendment and other fees573 189 
Total Non-Recurring Fee Income1,584 598 
Total Fee Income$4,376 $3,354 
General and Administrative Expenses
Other general and administrative expenses include Board fees, directors’ and officers’ insurance costs, offering costs, legal and accounting expenses, expenses reimbursable to the Adviser under the terms of the Administration Agreement and other costs related to operating the Company.
Offering Expenses
Costs associated with the offering of common stock of the Company are capitalized as deferred offering expenses and included on the Consolidated Balance Sheet in “Prepaid expenses and other assets” and amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s private offering of common stock.
Deferred Financing Fees
Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of March 31, 2024 and December 31, 2023, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of March 31, 2024 and December 31, 2023, the Company’s largest single portfolio company investment represented approximately 4.6% and 4.7%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.

83


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024, all of BPC Funding LLC’s (“BPC Funding”) assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the Revolving Credit Facility. As of March 31, 2024, all of Barings Private Credit Corporation CLO 2023-1 Ltd.’s assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the 2023 Debt Securitization. As of March 31, 2024, all assets (other than those that are owned by BPC Funding and Barings Private Credit Corporation CLO 2023-1 Ltd.) were pledged (or will be pledged when the related investment purchase settles) as collateral for the SMBC Credit Facility.
Financial and Derivative Instruments
Pursuant to ASC 815, Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Unaudited Consolidated Statements of Operations. The fair value of the Company’s interest rate swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currency
As of March 31, 2024 the Company held 17 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 74 investments that were denominated in Euros, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner and 26 investments that were denominated in British pounds sterling. As of December 31, 2023, the Company held 17 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 72 investments that were denominated in Euros, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner and 26 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rates fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statements of Operations.
In addition, during both the three months ended March 31, 2024 and March 31, 2023, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company’s investments denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) – forward currency contracts” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) – forward currency contracts” in the Company’s Unaudited Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively). The Company has historically met its minimum

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distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the three months ended March 31, 2024 and 2023, the Company recorded net expenses of $0.3 million and $0.1 million, respectively, for U.S. federal excise tax.
Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal years 2021-2022), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
For federal income tax purposes, the cost of investments owned as of March 31, 2024 and December 31, 2023 was approximately $2,554.7 million and $2,446.2 million, respectively. As of March 31, 2024, net unrealized appreciation on the Company’s investments (tax basis) was approximately $23.7 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $105.3 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $81.6 million. As of December 31, 2023, net unrealized depreciation on the Company’s investments (tax basis) was approximately $5.6 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $93.8 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $99.4 million.
In addition, the Company has a wholly-owned taxable subsidiary (the “Taxable Subsidiary”), which holds certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiary is not consolidated for income tax purposes and may generate income tax expense or benefit as a result of its ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company’s Unaudited Consolidated Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), is reflected net of applicable federal and state income taxes, if any, in the Company’s Unaudited Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Accounts payable and accrued liabilities” in the Company’s Unaudited and Audited Consolidated Balance Sheets. As of both March 31, 2024 and December 31, 2023, the Company recorded a net deferred tax liability of $0.7 million pertaining to operating losses and tax basis differences related to certain partnership interests.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2024 and December 31, 2023:
Issuance Date
($ in thousands)
Maturity DateInterest Rate as of March 31, 2024March 31, 2024December 31, 2023
Credit Facilities:
Revolving Credit Facility – May 11, 2021May 11, 20267.175%$355,024 $410,967 
SMBC Credit Facility – March 6, 2023March 6, 20287.430%51,875 124,500 
Total Credit Facilities$406,899 $535,467 
Debt Securitization:
August 23, 2023 – Class A-1 NotesJuly 15, 20317.714%$295,151 $300,000 
August 23, 2023 – Class A-2 NotesJuly 15, 20318.664%35,000 35,000 
August 23, 2023 – Class A-2 LoansJuly 15, 20318.664%20,000 20,000 
August 23, 2023 – Class B NotesJuly 15, 20319.464%25,000 25,000 
August 23, 2023 – Class C NotesJuly 15, 203111.664%22,500 22,500 
(Less: Deferred financing fees)(2,326)(2,406)
Total Debt Securitization$395,325 $400,094 
Notes:
July 29, 2021 – Series A NotesJuly 29, 20263.500%$75,000 $75,000 
September 15, 2021 – Series B NotesJuly 29, 20263.500%38,000 38,000 
October 28, 2021 – Series C NotesJuly 29, 20263.500%37,000 37,000 
May 10, 2022 – Series D Notes (1)May 10, 20276.000%97,098 96,729 
July 26, 2022 – Series E Notes (1)May 10, 20276.000%53,174 52,951 
(Less: Deferred financing fees)(412)(474)
Total Notes$299,860 $299,206 
(1)Inclusive of change in fair market value of effective hedge.
The Company is required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of the Company’s total assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities, of at least 150% after each issuance of senior securities. The Company’s asset coverage ratio was 247.1% as of March 31, 2024.
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding, the Company’s wholly-owned subsidiary, entered into the Revolving Credit Facility with BNP Paribas (“BNPP”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and the Company serves as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bear interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. BPC Funding currently pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding pays an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.

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Notes to Unaudited Consolidated Financial Statements — (Continued)
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets are required to meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of March 31, 2024, the Company was in compliance with all covenants of the Revolving Credit Facility.
As of March 31, 2024, the Company had U.S. dollar borrowings of $218.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.613% (three month SOFR of 5.313%), borrowings denominated in British pounds sterling of £17.2 million ($21.7 million U.S. dollars) with a weighted average interest rate of 7.658% (weighted average three month adjusted cumulative compounded SONIA of 5.366%), borrowings denominated in Australian dollars of A$7.8 million ($5.1 million U.S. dollars) with an interest rate of 6.506% (three month BBSW of 4.356%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 7.553% (three month CDOR of 5.403%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.6 million U.S. dollars) with an interest rate of 8.055% (three month NZBB of 5.655%) and borrowings denominated in Euros of €94.6 million ($102.2 million U.S. dollars) with a weighted average interest rate of 6.125% (three month EURIBOR of 3.912%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) – foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
As of December 31, 2023, the Company had U.S. dollar borrowings of $304.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.704% (three month SOFR of 5.381%), borrowings denominated in British pounds sterling of £17.2 million ($21.9 million U.S. dollars) with a weighted average interest rate of 7.504% (weighted average three month adjusted cumulative compounded SONIA of 5.212%), borrowings denominated in Australian dollars of A$7.8 million ($5.3 million U.S dollars) with an interest rate of 6.465% (three month BBSW of 4.315%), borrowings denominated in Canadian dollars of C$5.4 million ($4.1 million U.S. dollars) with an interest rate of 7.212% (three month CDOR of 5.062%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.9 million U.S. dollars) with an interest rate of 8.042% (three month NZBB of 5.642%) and borrowings denominated in Euros of €64.6 million ($71.4 million U.S. dollars) with a weighted average interest rate of 6.098% (three month EURIBOR of 3.948%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
As of March 31, 2024 and December 31, 2023, the fair value of the borrowings outstanding under the Revolving Credit Facility was $355.0 million and $411.0 million, respectively. The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
SMBC Revolving Credit Facility
On March 6, 2023, the Company entered into a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent, as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto, which governs the SMBC Credit Facility. The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base,

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Notes to Unaudited Consolidated Financial Statements — (Continued)
which is based on the Company’s portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On February 8, 2024, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, the Company pays an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between the Company and the Administrative Agent.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to the Company varies depending upon the types of assets in the Company’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., a subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which the Company may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of the Company occurs. Upon the occurrence and during the continuation of certain event of defaults, the Administrative Agent may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of March 31, 2024, the Company was in compliance with all covenants of the SMBC Credit Facility.
As of March 31, 2024, the Company had U.S. dollar borrowings of $51.9 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.430% (one month SOFR of 5.330%). As of December 31, 2023, the Company had U.S. dollar borrowings of $124.5 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.461% (one month SOFR of 5.361%).
As of March 31, 2024 and December 31, 2023, the fair value of the borrowings outstanding under the SMBC Credit Facility was $51.9 million and $124.5 million, respectively. The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
2023 Debt Securitization
On August 23, 2023 (the “Closing Date”), the Company completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements.
On the Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of the Company, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant to an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company, as collateral trustee (the “CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consist of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 6.35% (the “Class C Notes”, and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and, together with the Secured Notes, the “Secured Debt”). Additionally, on the Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “Subordinated Notes”), which do not bear interest. The Secured Debt together with the Subordinated Notes are collectively referred to herein as the “Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street Bank and Trust Company, as loan agent and as collateral trustee. The 2023 Debt Securitization is backed by a diversified portfolio of middle-market commercial loans. The Debt is scheduled to mature on July 15, 2031; however the Debt may be redeemed by the Issuers, at the direction of the Company as holder of the Subordinated Notes, on any business day after July 15, 2024. The Company acts as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Subordinated Notes. The Company has retained all of the Subordinated Notes issued in the 2023 Debt Securitization.
The CLO Issuer intends to use the proceeds from the 2023 Debt Securitization to, among other things, purchase certain loans (“Collateral Obligations”) on the Closing Date (1) from the Company pursuant to a master loan sale agreement entered into on the Closing Date (the “Loan Sale Agreement”), and (2) from BPC Funding pursuant to the master participation and assignment agreement entered into on the Closing Date (the “Participation Agreement”), each as described below. Following the closing of the 2023 Debt Securitization, BPC Funding intends to use proceeds from the 2023 Debt Securitization to reduce certain outstanding indebtedness under the documents governing the Revolving Credit Facility.
Under the terms of the Loan Sale Agreement that provided for the sale of Collateral Obligations to the CLO Issuer, the Company transferred to the CLO Issuer a portion of its ownership interest in the Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the Loan Sale Agreement. Under the terms of the Participation Agreement, pending the settlement of the Collateral Obligations transferred to the CLO Issuer under the Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or the Company, holds all of the ownership interest in such loans and participations. The Company made customary representations, warranties and covenants in the Loan Sale Agreement.
The Secured Debt is the secured obligation of the Issuers, the Subordinated Notes are the unsecured obligations of the CLO Issuer, and the CLO Indenture and Class A-2 Credit Agreement governing the Debt include customary covenants and events of default. The Debt has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024 and December 31, 2023, the fair value of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes was $398.6 million and $402.5 million, respectively. The fair values of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
July 2026 Notes
On July 29, 2021, the Company entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021, and October 28, 2021, respectively. Barings’ parent company, MassMutual, and/or its affiliates or subsidiaries hold approximately $46.0 million in aggregate principal amount of the July 2026 Notes.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the July 2021 NPA. Interest on the July 2026 Notes is due semiannually in January and July of each year, beginning in January 2022. In addition, the Company is obligated to offer to repay the July 2026 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the July 2021 NPA, the Company may redeem the July 2026 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before January 29, 2026, a make-whole premium.
The July 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the July 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The July 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the July 2026 Notes at the time outstanding may declare all July 2026 Notes then outstanding to be immediately due and payable, subject to certain additional conditions in the event that then-outstanding July 2026 Notes are held by persons affiliated with the Company and certain of its affiliates. As of March 31, 2024, the Company was in compliance with all covenants under the July 2021 NPA.
The Company’s obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024 and December 31, 2023, the fair values of the outstanding July 2026 Notes were $136.8 million and $133.5 million, respectively. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

90


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
May 2027 Notes
On May 10, 2022, the Company entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The May 2027 Notes will mature on May 10, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the May 2022 NPA. Interest on the May 2027 Notes will be due semiannually in May and November of each year, beginning in November 2022. In addition, the Company is obligated to offer to repay the May 2027 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates. As of March 31, 2024, the Company was in compliance with all covenants under the May 2022 NPA.
The Company’s obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024 and December 31, 2023, the fair values of the outstanding May 2027 Notes were $150.3 million and $149.7 million, respectively. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The

91


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, the Company entered into a $55.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 2024 and December 31, 2023, the Company had no secured borrowings (“Secured Borrowings”) outstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.

92


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2024 and December 31, 2023:
As of March 31, 2024
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$72,160$47,13304/08/24$(49)Derivative liabilities
Foreign currency forward contract (AUD)$48,934A$72,16004/08/241,850 Derivative assets
Foreign currency forward contract (AUD)$47,900A$73,15107/08/2449 Derivative assets
Foreign currency forward contract (CAD)C$7,443$5,48704/08/2413 Derivative assets
Foreign currency forward contract (CAD)$5,595C$7,44304/08/2495 Derivative assets
Foreign currency forward contract (CAD)$5,103C$6,92407/08/24(21)Derivative liabilities
Foreign currency forward contract (DKK)8,068kr.$1,17104/08/24(2)Derivative liabilities
Foreign currency forward contract (DKK)$1,1918,068kr.04/08/2422 Derivative assets
Foreign currency forward contract (DKK)$1,1838,119kr.07/08/24Derivative assets
Foreign currency forward contract (EUR)€219,164$237,15404/08/24(411)Derivative liabilities
Foreign currency forward contract (EUR)$240,755€219,16404/08/244,011 Derivative assets
Foreign currency forward contract (EUR)$244,045€224,69207/08/24416 Derivative assets
Foreign currency forward contract (GBP)£60,373$76,22904/08/2439 Derivative assets
Foreign currency forward contract (GBP)$76,261£60,37304/08/24(7)Derivative liabilities
Foreign currency forward contract (GBP)$77,273£61,17107/08/24(41)Derivative liabilities
Foreign currency forward contract (NZD)NZ$9,270$5,56504/08/24(20)Derivative liabilities
Foreign currency forward contract (NZD)$5,806NZ$9,27004/08/24261 Derivative assets
Foreign currency forward contract (NZD)$5,722NZ$9,53307/08/2420 Derivative assets
Foreign currency forward contract (NOK)43,870kr$4,07104/08/24(27)Derivative liabilities
Foreign currency forward contract (NOK)$4,25443,870kr04/08/24209 Derivative assets
Foreign currency forward contract (NOK)$4,09544,031kr07/08/2427 Derivative assets
Foreign currency forward contract (SEK)20,577kr$1,93904/08/24(14)Derivative liabilities
Foreign currency forward contract (SEK)$2,02420,577kr04/08/2499 Derivative assets
Foreign currency forward contract (SEK)$1,95720,688kr07/08/2414 Derivative assets
Foreign currency forward contract (CHF)6,218Fr.$6,86304/08/2445 Derivative assets
Foreign currency forward contract (CHF)$7,4036,218Fr.04/08/24495 Derivative assets
Foreign currency forward contract (CHF)$7,0236,300Fr.07/08/24(46)Derivative liabilities
Total$7,029 

93


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2023
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)$45,208A$70,47301/10/24$(2,932)Derivative liabilities
Foreign currency forward contract (CAD)$5,336C$7,28001/10/24(178)Derivative liabilities
Foreign currency forward contract (DKK)$1,1287,968kr.01/10/24(55)Derivative liabilities
Foreign currency forward contract (EUR)$229,170€216,99601/10/24(10,903)Derivative liabilities
Foreign currency forward contract (GBP)£4,844$6,08601/10/2485 Derivative assets
Foreign currency forward contract (GBP)$75,288£61,97301/10/24(3,669)Derivative liabilities
Foreign currency forward contract (NZD)$5,519NZ$9,24801/10/24(342)Derivative liabilities
Foreign currency forward contract (NOK)$3,997kr43,08101/10/24(258)Derivative liabilities
Foreign currency forward contract (SEK)$1,86819,907kr01/10/24(113)Derivative liabilities
Foreign currency forward contract (CHF)$6,7596,137Fr.01/10/24(546)Derivative liabilities
Total$(18,911)
As of March 31, 2024 and December 31, 2023, the total fair values of the Company’s foreign currency forward contracts were $7.0 million and $(18.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2024 and December 31, 2023 were as follows:
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Accurus Aerospace Corporation(1)(2)Revolver$277 $380 
AD Bidco, Inc.(1)(2)Revolver1,863 — 
AD Bidco, Inc.(1)(2)Delayed Draw Term Loan5,035 — 
Adhefin International(1)(2)(3)Delayed Draw Term Loan410 419 
AirX Climate Solutions(1)Delayed Draw Term Loan5,010 5,010 
AirX Climate Solutions(1)Revolver1,695 2,050 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,598 1,634 
Americo Chemical Products, LLC(1)Revolver1,400 1,400 
Amtech LLC(1)(2)Revolver838 291 
Anju Software, Inc.(1)(2)Delayed Draw Term Loan36 36 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,021 1,030 
Arc Education(1)(3)Delayed Draw Term Loan2,518 2,576 
Argus Bidco Limited(1)(2)(4)CAF Term Loan721 1,083 
ASC Communications, LLC(1)Revolver647 647 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan623 729 
ATL II MRO Holdings Inc.(1)(2)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,455 1,522 
AWP Group Holdings, Inc.(1)Delayed Draw Term Loan237 237 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan644 644 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Beyond Risk Management, Inc.(1)Delayed Draw Term Loan2,007 2,007 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,475 1,508 

94


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Bounteous, Inc.(1)(2)Delayed Draw Term Loan— 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan191 195 
BrightSign LLC(1)(2)Revolver222 370 
British Engineering Services Holdco Limited(1)(2)(4)Acquisition/Capex Facility91 92 
CAi Software, LLC(1)(2)Revolver3,740 943 
Cascade Residential Services LLC(1)Delayed Draw Term Loan5,902 7,765 
Cascade Residential Services LLC(1)Revolver1,294 1,294 
CCFF Buyer, LLC(1)(2)Delayed Draw Term Loan3,346 — 
CCFF Buyer, LLC(1)(2)Revolver1,004 — 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan6,383 8,666 
Comply365, LLC(1)(2)Revolver575 575 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan511 523 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)(2)Revolver169 381 
Direct Travel, Inc.(1)Delayed Draw Term Loan— 87 
DISA Holdings Corp.(1)Delayed Draw Term Loan— 1,072 
DISA Holdings Corp.(1)Delayed Draw Term Loan2,559 — 
DISA Holdings Corp.(1)Revolver1,282 339 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,027 1,050 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan171 171 
Eclipse Business Capital, LLC(1)Revolver11,872 12,128 
EMI Porta Holdco LLC(1)(2)Revolver51 346 
eShipping, LLC(1)Revolver608 743 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,670 2,731 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan620 620 
Express Wash Acquisition Company, LLC(1)Revolver115 115 
Faraday(1)(3)Delayed Draw Term Loan1,935 1,980 
Finexvet(1)(3)Delayed Draw Term Loan— 1,943 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan519 524 
Forest Buyer, LLC(1)Delayed Draw Term Loan992 — 
Forest Buyer, LLC(1)Revolver595 — 
Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan2,538 — 
Fortis Payment Systems, LLC(1)(2)Revolver2,288 — 
GB Eagle Buyer, Inc.(1)Revolver3,226 3,226 
Glacis Acquisition S.A.R.L.(1)(2)(3)Delayed Draw Term Loan3,294 5,348 
Global Academic Group Limited(1)(2)(7)Term Loan391 414 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan86 — 
GPNZ II GmbH(1)(2)(3)Delayed Draw Term Loan17 53 
Greenhill II BV(1)(3)Capex Acquisition Facility118 120 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan160 167 
HeartHealth Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan239 253 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
HEKA Invest(1)(3)Delayed Draw Term Loan1,124 1,150 
HemaSource, Inc.(1)Revolver2,714 2,590 
HomeX Services Group LLC(1)Delayed Draw Term Loan8,446 8,446 

95


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
HomeX Services Group LLC(1)Revolver3,378 3,378 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,691 1,691 
HTI Technology & Industries(1)(2)Revolver1,128 1,128 
Ice House America, L.L.C.(1)(2)Delayed Draw Term Loan247 — 
Ice House America, L.L.C.(1)(2)Revolver574 — 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan41 42 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility— 171 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan1,213 1,241 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan— 115 
InvoCare Limited (1)(2)(5)Delayed Draw Term Loan739 773 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan342 1,313 
ISTO Technologies II, LLC(1)Revolver1,114 1,114 
ITI Intermodal, Inc.(1)(2)Revolver1,157 1,157 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility555 588 
Jones Fish Hatcheries & Distributors LLC(1)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan2,784 — 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan718 734 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan237 255 
Lattice Group Holdings Bidco Limited(1)(2)Revolver18 18 
LeadsOnline, LLC(1)Revolver3,190 2,679 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 18 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver86 115 
MB Purchaser, LLC(1)(2)Delayed Draw Term Loan4,121 — 
MB Purchaser, LLC(1)(2)Revolver824 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan435 435 
Megawatt Acquisitionco, Inc.(1)Revolver1,995 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility724 773 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan57 59 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan496 518 
Moonlight Bidco Limited(1)(2)(4)Delayed Draw Term Loan556 562 
Narda Acquisitionco., Inc.(1)Revolver1,059 1,059 
NAW Buyer, LLC(1)(2)Delayed Draw Term Loan9,223 9,223 
NAW Buyer, LLC(1)(2)Revolver2,075 1,845 
NeoxCo(1)(3)Delayed Draw Term Loan486 497 
Next Holdco, LLC(1)Delayed Draw Term Loan5,984 5,984 
Next Holdco, LLC(1)Revolver2,321 2,321 
NF Holdco, LLC(1)Revolver1,183 887 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan936 958 
OA Buyer, Inc.(1)Revolver1,154 1,331 
OAC Holdings I Corp(1)(2)Revolver1,076 1,370 
Omni Intermediate Holdings, LLC(1)Delayed Draw Term Loan— 806 
OSP Hamilton Purchaser, LLC(1)(2)Revolver1,607 1,607 
OSP Hamilton Purchaser, LLC(1)(2)Delayed Draw Term Loan5,319 5,319 

96


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Pare SAS (SAS Maurice MARLE)(1)(2)Delayed Draw Term Loan2,100 2,100 
Parkview Dental Holdings, LLC(1)(2)Delayed Draw Term Loan328 328 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,939 3,939 
PDQ.Com Corporation(1)Delayed Draw Term Loan2,679 2,679 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Acquisition Facility1,255 1,284 
Process Insights Acquisition, Inc.(1)Delayed Draw Term Loan1,220 1,220 
Process Insights Acquisition, Inc.(1)Revolver1,125 — 
Process Insights Acquisition, Inc.(1)Revolver— 1,323 
ProfitOptics, LLC(1)(2)Revolver35 84 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan163 211 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan201 206 
Qualified Industries, LLC(1)Revolver364 364 
Questel Unite(1)(2)(3)Incremental Term Loan2,733 2,795 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,682 1,682 
R1 Holdings, LLC(1)Revolver1,947 1,947 
Randys Holdings, Inc.(1)Delayed Draw Term Loan4,854 5,516 
Randys Holdings, Inc.(1)Revolver1,716 1,658 
Rocade Holdings LLC(1)Preferred Equity2,000 2,000 
Rock Labor, LLC(1)(2)Revolver941 941 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,229 1,229 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,531 — 
Royal Buyer, LLC(1)Revolver2,330 1,787 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility— 42 
Sanoptis S.A.R.L.(1)(2)(3)CAF Term Loan691 2,186 
SBP Holdings LP(1)Delayed Draw Term Loan— 151 
SBP Holdings LP(1)Delayed Draw Term Loan10,774 15,062 
SBP Holdings LP(1)Revolver710 1,065 
Scaled Agile, Inc.(1)(2)Revolver280 280 
Scout Bidco B.V.(1)(2)(3)Revolver313 320 
Simulation Software Investment Company Pty Ltd(1)(2)Delayed Draw Term Loan408 408 
Sinari Invest(1)(2)(3)Delayed Draw Term Loan604 617 
SISU ACQUISITIONCO., INC(1)(2)Delayed Draw Term Loan80 160 
Smartling, Inc.(1)Revolver1,038 1,038 
SmartShift Group, Inc.(1)Delayed Draw Term Loan5,690 5,690 
SmartShift Group, Inc.(1)Revolver2,731 2,731 
Solo Buyer, L.P.(1)Revolver1,330 1,330 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Delayed Draw Term Loan399 399 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Revolver117 90 
Spatial Business Systems LLC(1)Delayed Draw Term Loan1,875 1,875 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan331 398 
Superjet Buyer, LLC(1)Revolver1,369 1,369 
SVI International LLC(1)Delayed Draw Term Loan74 — 
SVI International LLC(1)Revolver74 — 
Syntax Systems Ltd(1)Revolver259 358 
Tank Holding Corp(1)Delayed Draw Term Loan1,126 1,358 

97


Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Tank Holding Corp(1)Revolver491 480 
Tanqueray Bidco Limited(1)(4)Capex Facility1,143 1,153 
Techone B.V.(1)(2)(3)Revolver238 146 
Tencarva Machinery Company, LLC(1)(2)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan— 2,724 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver1,233 1,233 
The Cleaver-Brooks Company, Inc.(1)Revolver2,768 2,768 
The Hilb Group, LLC(1)Delayed Draw Term Loan— 672 
Trader Corporation(1)(6)Revolver345 354 
Trintech, Inc.(1)Revolver1,020 1,020 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan2,244 2,244 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan911 1,469 
TSYL Corporate Buyer, Inc.(1)Revolver642 642 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan— 1,509 
UBC Ledgers Holding AB(1)(2)(9)Delayed Draw Term Loan791 840 
UBC Ledgers Holding AB(1)(2)(9)Revolver262 278 
Union Bidco Limited(1)(4)Acquisition Facility220 222 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility621 636 
Unither (Uniholding)(1)(3)Delayed Draw Term Loan468 479 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan2,333 2,360 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 107 
West-NR AcquisitionCo., LLC(1)Delayed Draw Term Loan3,750 3,750 
Whitcraft Holdings, Inc.(1)Revolver1,308 2,347 
White Bidco Limited(1)Delayed Draw Term Loan514 514 
Woodland Foods, LLC(1)(2)Line of Credit244 492 
World 50, Inc.(1)(2)Revolver1,703 — 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan6,627 — 
WWEC Holdings III Corp(1)(2)Revolver3,359 1,514 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan3,202 4,125 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan762 2,932 
ZB Holdco LLC(1)(2)Delayed Draw Term Loan4,388 — 
ZB Holdco LLC(1)(2)Revolver541 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility— 1,333 
Total unused commitments to extend financing$283,522 $267,681 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(8)Actual commitment amount is denominated in Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swedish kronor. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2024 and 2023:
 Three Months EndedThree Months Ended
($ in thousands, except share and per share amounts)March 31, 2024March 31, 2023
Per share data:
Net asset value at beginning of period$20.84 $20.55 
Net investment income (1)0.57 0.61 
Net realized gain (loss) on investments / foreign currency transactions / forward currency contracts (1)(0.27)(0.42)
Net unrealized appreciation (depreciation) on investments / foreign currency transactions / forward currency contracts (1)0.42 0.57 
Total increase from investment operations (1)0.72 0.76 
Dividends paid to stockholders from net investment income(0.60)(0.49)
Dividends paid to stockholders from short-term realized gains— (0.02)
Total dividends declared(0.60)(0.51)
Net asset value at end of period$20.96 $20.80 
Shares outstanding at end of period78,202,476 53,790,939 
Net assets at end of period$1,639,197 $1,118,966 
Average net assets$1,365,329 $1,092,490 
Ratio of total expenses to average net assets (annualized) (2)9.88 %9.69 %
Ratio of net investment income to average net assets (annualized) (2)11.88 %11.96 %
Portfolio turnover ratio (annualized)7.07 %2.25 %
Total return (3)3.49 %3.74 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies, including joint ventures.
(3)Total return is calculated as the change in NAV per share during the period, divided by the beginning NAV per share and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period.
9. SUBSEQUENT EVENTS
On April 1, 2024, the Company sold 3,262,785.81 unregistered shares of its common stock (with the number of shares issued being determined on April 23, 2024), for aggregate consideration of approximately $68.4 million at a price per share of $20.96, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by the Company and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder and/or Regulation S under the Securities Act.
On May 7, 2024, the Board declared regular monthly distributions for June 2024 through August 2024. The regular monthly cash distributions, each in the gross amount of $0.20 per share, are payable on June 27, 2024, July 29, 2024 and August 28, 2024, to stockholders of record on June 25, 2024, July 26, 2024 and August 26, 2024, respectively.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three months ended March 31, 2024, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2023. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend, “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (“SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and are externally managed by Barings LLC (“Barings” or the “Adviser”), an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). In addition, we have elected for federal income tax purposes to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code’) and expect to maintain our qualification as a RIC annually thereafter.
An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of an amended and restated investment advisory agreement (“Advisory Agreement”) and an administration agreement (“Administration Agreement”).

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We are a non-exchange traded, privately offered perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “privately offered perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the BDC on a continuous basis in private offerings at a price equal to the BDC’s net asset value (“NAV”) per share.
Our primary investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. We focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities, high-yield investments and/or mortgage securities. Barings employs fundamental credit analysis, and targets investments in businesses with low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk relative to other businesses in this market segment. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and seeks to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated, would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
Formation Transactions/Initial Portfolio
On May 12, 2021, shortly prior to our election to be regulated as a BDC and conversion to a Maryland corporation, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, we acquired from, Massachusetts Mutual Life Insurance Company (“MassMutual”) and C.M. Life Insurance Company (“CM Life”), a subsidiary of MassMutual, a select portfolio of senior secured private debt investments in, and funding obligations to, well-established middle-market businesses that operate across a wide range of industries (the “Initial Portfolio”).
The investments in the Initial Portfolio were selected based upon our defined investment objective, amount and type of unfunded obligations associated with each investment and the investment requirements set forth under the 1940 Act or otherwise imposed by applicable laws, rules or regulations, including in accordance with our election to be treated as a RIC for tax purposes.
The aggregate purchase price for the Initial Portfolio was $602.4 million, which is equal to the sum of the fair values of each investment in the Initial Portfolio at the time of purchase of the Initial Portfolio, net of accrued fees associated with certain unfunded obligations in the Initial Portfolio. The investments in the Initial Portfolio were valued as of March 31, 2021 by an independent third-party valuation firm, provided that any investments in the Initial Portfolio acquired by MassMutual or CM Life after March 31, 2021 were initially valued at cost. In connection with the acquisition of the Initial Portfolio, Barings conducted certain valuation procedures to confirm whether there had been any material changes to the fair value of the investments and obligations in the Initial Portfolio from the previously determined fair value thereof and concluded that no purchase price adjustments were necessary given the absence of any such material changes.
We continue to invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Terms of our senior secured private debt investments are generally between five and seven years and bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities.
As of both March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 11.1%. As of both March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 11.0%.

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Relationship with Our Adviser, Barings
Our Adviser, Barings, a wholly-owned subsidiary of MassMutual, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Advisers Act. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $324.0 billion Global Fixed Income Platform (as of March 31, 2024) that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the U.S. and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of March 31, 2024, BIIL had approximately £17.0 billion in assets under management.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 43 investment professionals (as of March 31, 2024) located in three offices in the United States. The U.S. Investment Team provides a full set of solutions to the North American middle market, including first and second lien senior secured loans, unitranche structures, revolvers, mezzanine debt and equity co-investments. The U.S. Investment Team averages approximately 20 years of industry experience at the Managing Director and Director level. Also included in Barings GPFG are its Europe and Asia-Pacific Investment Committees and Private Finance Teams, which are responsible for our investment origination and portfolio monitoring activities for middle-market companies in Europe and Asia-Pacific geographies. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
We have entered into an expense support agreement (the “Expense Support Agreement”) with Barings, pursuant to which Barings may elect to pay certain of our expenses on our behalf (“Expense Payments”), including organization and offering expenses, provided that no portion of the payment will be used to pay any of our interest expenses or any distribution and/or shareholder servicing fees. Any Expense Payment that Barings commits to pay must be paid by Barings to us in any combination of cash or other immediately available funds no later than forty-five days after such commitment is made in writing, and/or offset against amounts due from us to Barings or its affiliates. If Barings elects to pay certain of our expenses, Barings will be entitled to reimbursement of such expenses from us if Available Operating Funds (as defined in “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements) exceed the cumulative distributions accrued to our stockholders, subject to the terms of the Expense Support Agreement.
Portfolio Composition
The total fair value of our investment portfolio was $2,568.9 million and $2,458.9 million as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024, we had investments in 305 portfolio companies with an aggregate cost of $2,575.8 million. As of December 31, 2023, we had investments in 302 portfolio companies with an aggregate cost of $2,467.7 million. As of March 31, 2024 and December 31, 2023, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.

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As of March 31, 2024 and December 31, 2023, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio
Fair ValuePercentage of
Total
Portfolio
March 31, 2024:
Senior debt and 1st lien notes
$2,062,235 80 %$2,038,809 80 %
Subordinated debt and 2nd lien notes
170,318 158,606 
Structured products26,435 25,527 
Equity shares271,205 10 314,083 12 
Equity warrants34 — 2,637 — 
Investment in joint ventures45,603 29,249 
$2,575,830 100 %$2,568,911 100 %
($ in thousands)CostPercentage of
Total Portfolio
Fair ValuePercentage of
Total Portfolio
December 31, 2023:
Senior debt and 1st lien notes
$1,981,715 80 %$1,958,306 80 %
Subordinated debt and 2nd lien notes
158,720 148,450 
Structured products27,146 23,947 
Equity shares254,999 10 297,213 12 
Equity warrants— 2,475 — 
Investment in joint ventures45,143 28,538 
$2,467,727 100 %$2,458,929 100 %
Investment Activity
During the three months ended March 31, 2024, we made 10 new investments totaling $129.7 million, made additional investments in existing portfolio companies totaling $146.4 million and made additional investments in existing joint venture equity portfolio companies totaling $1.4 million. We had 11 loans repaid totaling $100.4 million and received $22.5 million of portfolio company principal payments and sales proceeds and recognized a net realized gain on these transactions of $0.3 million. We sold $40.2 million of middle-market portfolio debt investments to one of our joint ventures, realizing a loss on these transactions of $22.8 thousand and recognized a loss of $4.3 million on one of our investments that was restructured. In addition, we received proceeds related to the sale of equity investments totaling $3.7 million and recognized a net realized gain on such sales totaling $0.5 million. Lastly, we received $1.0 million of return of capital from one of our joint ventures.
During the three months ended March 31, 2023, we made nine new investments totaling $71.8 million, made additional investments in existing portfolio companies totaling $59.3 million and made a $12.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 4 loans repaid at par totaling $29.2 million and received $11.0 million of portfolio company principal payments and sales proceeds, recognizing a net loss on these transactions of $0.5 million. In addition, we recognized a loss of $0.6 million on one of our debt investments that was restructured. Finally, we received $3.6 million of return of capital from one of our joint ventures.

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Total portfolio investment activity for the three months ended March 31, 2024 and 2023 was as follows:
Three Months Ended
March 31, 2024:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity
Warrants
Investment in Joint VenturesTotal
Fair value, beginning of period$1,958,306 $148,450 $23,947 $297,213 $2,475 $28,538 $2,458,929 
New investments250,445 21,836 — 3,779 — 1,410 277,470 
Investment restructuring(12,566)— — 12,536 30 — — 
Proceeds from sales of investments/return of capital(40,481)— — (3,666)— (951)(45,098)
Loan origination fees received(5,533)(563)— — — — (6,096)
Principal repayments received(111,236)(10,676)(714)— — — (122,626)
Payment-in-kind interest/dividends568 789 — 3,219 — — 4,576 
Accretion of loan premium/discount206 35 — — — 245 
Accretion of deferred loan origination revenue3,014 177 — — — — 3,191 
Realized gain (loss)(3,897)— — 338 — — (3,559)
Unrealized appreciation (depreciation)(17)(1,442)2,290 664 132 252 1,879 
Fair value, end of period$2,038,809 $158,606 $25,527 $314,083 $2,637 $29,249 $2,568,911 
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares
Equity
Warrants
Investment in Joint VenturesTotal
Fair value, beginning of period$1,777,492 $163,899 $25,022 $158,131 $1,083 $32,253 $2,157,880 
New investments127,129 663 — 15,349 — — 143,141 
Proceeds from sales of investments/return of capital— — — — — (3,614)(3,614)
Loan origination fees received(3,560)(20)— — — — (3,580)
Principal repayments received(38,759)(685)(714)— — — (40,158)
Payment-in-kind interest/dividends1,204 991 — — — — 2,195 
Accretion of loan premium/discount151 48 — — — 202 
Accretion of deferred loan origination revenue2,482 121 — — — — 2,603 
Realized gain (loss)(1,173)(4)— — — — (1,177)
Unrealized appreciation (depreciation)7,425 110 115 7,143 (10)(877)13,906 
Fair value, end of period$1,872,391 $165,123 $24,426 $180,623 $1,073 $27,762 $2,271,398 

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Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of March 31, 2024, we had five portfolio companies with investments on non-accrual, the aggregate fair value of which was $9.8 million, which comprised 0.4% of the total fair value of our portfolio, and the aggregate cost of which was $18.1 million, which comprised 0.7% of the total cost of our portfolio. As of December 31, 2023, we had two portfolio companies with their debt investments on non-accrual, the aggregate fair value of which was $14.0 million, which comprised 0.6% of the total fair value of our portfolio, and the aggregate cost of which was $18.2 million, which comprised 0.7% of the total cost of our portfolio.
A summary of our non-accrual assets as of March 31, 2024 is provided below:
Anju Software, Inc.
During the quarter ended September 30, 2023, we placed our first lien senior secured debt investment in Anju Software, Inc., or Anju Software, on non-accrual status. As a result, under U.S. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our first lien senior secured debt investment in Anju Software for financial reporting purposes. As of March 31, 2024, the cost of our first lien senior secured debt investment in Anju Software was $1.4 million and the fair value of such investment was $0.3 million.
Canadian Orthodontic Partners Corp.
During the quarter ended March 31, 2024, we placed our debt investment in Canadian Orthodontic Partners Corp., or Canadian Orthodontics, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Canadian Orthodontics for financial reporting purposes. As of March 31, 2024, the cost of our debt investment in Canadian Orthodontics was $4.9 million and the fair value of such investment was $2.9 million.
GPNZ II GmbH
During the quarter ended March 31, 2024, we placed our debt investments in GPNZ II GmbH., or GPNZ, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in GPNZ for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in GPNZ was $0.6 million and the fair value of such investments was $0.4 million.
Marmoutier Holding B.V.
During the quarter ended March 31, 2024, we placed our debt investments in Marmoutier Holding B.V., or Marmoutier, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Marmoutier for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in Marmoutier was $2.6 million and the fair value of such investments was $1.2 million.
Sandvine Corporation
During the quarter ended March 31, 2024, we placed our debt investments in Sandvine Corporation, or Sandvine, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Sandvine for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in Sandvine was $8.5 million and the fair value of such investments was $5.0 million.

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Results of Operations
Comparison of the three months ended March 31, 2024 and 2023
Operating results for the three months ended March 31, 2024 and 2023 were as follows:
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Total investment income$74,294 $59,122 
Total operating expenses33,479 26,404 
Net investment income before taxes40,815 32,718 
Income taxes, including excise tax expense250 53 
Net investment income after taxes40,565 32,665 
Net realized gains (losses)(18,873)(22,384)
Net unrealized appreciation (depreciation)29,706 30,246 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts10,833 7,862 
Net increase in net assets resulting from operations$51,398 $40,527 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Investment income:
Total interest income$60,553 $49,976 
Total dividend income6,739 3,712 
Total fee and other income4,376 3,354 
Total payment-in-kind interest income2,365 2,071 
Interest income from cash261 
Total investment income$74,294 $59,122 
The change in total investment income for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, was primarily due to an increase in the weighted average yield on the portfolio from higher base rates, an increase in the average size of our portfolio and increased dividends from portfolio companies and joint venture investments. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 11.1% as of March 31, 2024, as compared to 10.3% as of March 31, 2023. The amount of our outstanding debt investments was $2,290.7 million as of March 31, 2024, as compared to $2,136.8 million as of March 31, 2023. The increase in the average size of our portfolio was largely due to net additions in middle-market and special situation investments. For the three months ended March 31, 2024, dividends from portfolio companies and joint venture investments were $6.7 million, as compared to $3.7 million for the three months ended March 31, 2023. For the three months ended March 31, 2024, PIK interest income was $2.4 million, as compared to $2.1 million for the three months ended March 31, 2023.
Operating Expenses
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Operating expenses:
Interest and other financing fees$24,152 $18,563 
Base management fee4,593 3,849 
Incentive management fees3,067 2,594 
Other general and administrative expenses1,667 1,398 
Total operating expenses$33,479 $26,404 

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Interest and Other Financing Fees
Interest and other financing fees during the three months ended March 31, 2024 were primarily attributable to borrowings under the Revolving Credit Facility, the SMBC Credit Facility, the 2023 Debt Securitization, the July 2026 Notes and the May 2027 Notes (each as defined below under “Financial Condition, Liquidity and Capital Resources”). Interest and other financing fees during the three months ended March 31, 2023 were attributable to borrowings under the Revolving Credit Facility, the SMBC Credit Facility, the July 2026 Notes, the May 2027 Notes and Secured Borrowings (as defined below under “Financial Condition, Liquidity and Capital Resources”). The increase in interest and other financing fees for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 was primarily attributable to interest and other financing fees on the 2023 Debt Securitization and an increase in the weighted average interest rate on the Revolving Credit Facility. The weighted average interest rate on the Revolving Credit Facility was 7.2% as of March 31, 2024, as compared to 6.7% as of March 31, 2023.
Base Management Fee
Under the Advisory Agreement, we pay Barings a base management fee (the “Base Management Fee”), quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. The Base Management Fee for any partial quarter is appropriately pro-rated. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangement thereunder. For the three months ended March 31, 2024 and 2023, the amount of Base Management Fees incurred were approximately $4.6 million and $3.8 million, respectively. The increase in the Base Management Fees for the three months ended March 31, 2024 versus the corresponding 2023 period is primarily related to the average value of gross assets increasing from $2,052.7 million as of the end of the two most recently completed calendar quarters prior to March 31, 2023 to $2,449.5 million as of the end of the two most recently completed calendar quarters prior to March 31, 2024.
Incentive Fee
Under the Advisory Agreement, we pay Barings an incentive fee. The incentive fee is determined and paid quarterly in arrears based on the amount by which (x) the aggregate “pre-incentive fee net investment income” in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the hurdle amount in respect of the Trailing Twelve Months. The incentive fee is subject to a cap (the “Incentive Fee Cap”), which during each of the three months ended March 31, 2024 and March 31, 2023, was an amount equal to 0.50% of the average value of the our gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each quarter during the trailing twelve months and appropriately adjusted for any share issuances or repurchases during the period. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Advisory Agreement and the fee arrangements thereunder. For the three months ended March 31, 2024, the amount of incentive fee incurred was approximately $3.1 million as compared to $2.6 million for the three months ended March 31, 2023. The increase in the incentive fee for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, relates predominately to an increase in pre-incentive fee net investment income and to the value of the gross assets used in the Incentive Fee Cap calculation. The amount of pre-incentive fee net investment income was $43.9 million as of March 31, 2024 as compared to $35.3 million as of March 31, 2023. The average value of gross assets used in the Incentive Fee Cap calculation increased from $2,075.4 million as of March 31, 2023 to $2,453.4 million as of March 31, 2024.
Other General and Administrative Expenses
Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. For the three months ended March 31, 2024 and 2023, the amount of administration expense incurred and invoiced by Barings for expenses was $0.5 million and $0.6 million, respectively. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include Board fees, directors’ and officers’ insurance costs, legal and accounting expenses and other costs related to our operations.

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Net Realized Gains (Losses)
Net realized gains (losses) during the three months ended March 31, 2024 and 2023 were as follows:
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Net realized gains (losses):
Non-Control / Non-Affiliate investments$(3,559)$(1,177)
Net realized gains (losses) on investments(3,559)(1,177)
Foreign currency transactions(397)188 
Forward currency contracts(14,917)(21,395)
Net realized gains (losses)$(18,873)$(22,384)
During the three months ended March 31, 2024, we recognized net realized losses totaling $18.9 million, which consisted primarily of a net loss on our forward currency contracts of $14.9 million, a net loss on our loan portfolio of $3.6 million and a net loss on foreign currency transactions of $0.4 million. The net loss on our investment portfolio predominately related to the restructuring of one investment which was primarily reclassified from unrealized depreciation during the three months ended March 31, 2024.
During the three months ended March 31, 2023, we recognized net realized losses totaling $22.4 million, which consisted primarily of a net loss on forward currency contracts of $21.4 million and a net loss on our loan portfolio of $1.2 million, partially offset by a net gain on foreign currency transactions of $0.2 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three months ended March 31, 2024 and 2023 were as follows:
Three Months
 Ended
Three Months
 Ended
($ in thousands)March 31, 2024March 31, 2023
Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments$2,907 $8,975 
Affiliate investments(991)4,802 
Net unrealized appreciation (depreciation) on investments1,916 13,777 
Foreign currency transactions1,850 (2,663)
Forward currency contracts25,940 19,132 
Net unrealized appreciation (depreciation)$29,706 $30,246 
During the three months ended March 31, 2024, we recorded net unrealized appreciation totaling $29.7 million, consisting of net unrealized appreciation related to our forward currency contracts of $25.9 million, net unrealized appreciation related to foreign currency transactions of $1.9 million and net unrealized appreciation reclassification adjustments of $5.3 million related to the net realized losses on the sales / repayments and restructures of certain investments, partially offset by net unrealized depreciation on our current portfolio of $3.4 million. The net unrealized depreciation on our current portfolio of $3.4 million was driven primarily by the impact of foreign currency exchange rates on investments of $12.0 million and credit or fundamental performance of investments of $4.9 million, partially offset by broad market moves for investments of $13.5 million.
During the three months ended March 31, 2023, we recorded net unrealized appreciation totaling $30.2 million, consisting of net unrealized appreciation related to our forward currency contracts of $19.1 million, net unrealized appreciation on our current portfolio of $11.6 million, net unrealized appreciation reclassification adjustments of $2.3 million related to the net realized losses on the sales / repayments of certain investments, partially offset by net unrealized depreciation related to foreign currency transactions of $2.6 million and deferred taxes of $0.2 million. The net unrealized appreciation on our current portfolio of $11.6 million was driven primarily by the impact of foreign currency exchange rates on investments of $7.0 million, credit or fundamental performance of investments of $5.2 million, partially offset by broad market moves for investments of $0.6 million.



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Financial Condition, Liquidity and Capital Resources
We believe that our current cash and cash equivalents on hand, our available borrowing capacity under the Revolving Credit Facility and the SMBC Credit Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. In addition, we expect to generate cash from the net proceeds of our continuous offering of shares of common stock in our private offering. This “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with the notes to our Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
On May 13, 2021, our stockholders approved a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of stockholder approval, effective May 14, 2021, our applicable minimum asset coverage ratio under the 1940 Act was decreased to 150% from 200%. Thus, we are permitted under the 1940 Act, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. Our asset coverage ratio was 247.1% as of March 31, 2024.
Cash Flows
For the three months ended March 31, 2024, we experienced a net increase in cash in the amount of $92.3 million. During that period, our operating activities used $89.2 million in cash, consisting primarily of purchases of portfolio investments of $277.6 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $168.8 million. In addition, our financing activities provided net cash of $181.6 million, consisting primarily of proceeds from the issuance of common stock of $351.2 million, partially offset by net repayments of $126.1 million under the Revolving Credit Facility and SMBC Credit Facility, dividends paid in the amount of $38.2 million and repayments of $4.9 million under the 2023 Debt Securitization. As of March 31, 2024, we had $175.9 million of cash and foreign currencies on hand, including $8.1 million of restricted cash.
For the three months ended March 31, 2023, we experienced a net decrease in cash in the amount of $56.2 million. During that period, our operating activities used $148.4 million in cash, consisting primarily of purchases of portfolio investments of $228.7 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $83.6 million. In addition, our financing activities provided net cash of $92.2 million, consisting primarily of net borrowings of $64.0 million under the SMBC Credit Facility, net secured borrowings of $38.6 million and proceeds from the issuance of common stock of $18.0 million, partially offset by dividends paid in the amount of $26.9 million. As of March 31, 2023, we had $35.3 million of cash and foreign currencies on hand, including $7.4 million of restricted cash.
Financing Transactions
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding LLC (“BPC Funding”), our wholly-owned subsidiary, entered into a senior secured revolving credit facility with BNP Paribas (“BNPP”) (as amended, the “Revolving Credit Facility”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and we serve as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bear interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. BPC Funding currently pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding pays an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.

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Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of March 31, 2024, we were in compliance with all covenants of the Revolving Credit Facility.
As of March 31, 2024, we had U.S. dollar borrowings of $218.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.613% (three month SOFR of 5.313%), borrowings denominated in British pounds sterling of £17.2 million ($21.7 million U.S. dollars) with a weighted average interest rate of 7.658% (weighted average three month adjusted cumulative compounded SONIA of 5.366%), borrowings denominated in Australian dollars of A$7.8 million ($5.1 million U.S. dollars) with an interest rate of 6.506% (three month BBSW of 4.356%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 7.553% (three month CDOR of 5.403%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.6 million U.S. dollars) with an interest rate of 8.055% (three month NZBB of 5.655%) and borrowings denominated in Euros of €94.6 million ($102.2 million U.S. dollars) with a weighted average interest rate of 6.125% (three month EURIBOR of 3.912%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of March 31, 2024, the fair value of the borrowings outstanding under the Revolving Credit Facility was $355.0 million. See “Note 5. Borrowings — BNP Paribas Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the Revolving Credit Facility.
SMBC Revolving Credit Facility
On March 6, 2023, we entered into a senior secured revolving credit facility (as amended, the “SMBC Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement (the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent (“SMBC”), as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto.
The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On

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February 8, 2024, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility.
Commencing on September 6, 2023, we pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between us and SMBC.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, SMBC, as administrative agent, may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of March 31, 2024, we were in compliance with all covenants of the SMBC Credit Facility.
As of March 31, 2024, we had U.S. dollar borrowings of $51.9 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.430% (one-month SOFR of 5.330%). The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
2023 Debt Securitization
On August 23, 2023 (the “Closing Date”), we completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by one of our subsidiaries, which is consolidated by us and subject to our overall asset coverage requirements.
On the Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of ours, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company, as collateral trustee (the “CLO Indenture”).

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The notes and loans offered in the 2023 Debt Securitization consist of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three month SOFR plus 6.35% (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “Secured Notes”); and $20.0 million of AA(sf) Class A Senior Floating Rate Loans maturing 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and together with the Secured Notes, the “Secured Debt”). Additionally, on the Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “Subordinated Notes”), which do not bear interest. The Secured Debt together with the Subordinated Notes are collectively referred to herein a the “Notes”, and the Secured Debt together with the Subordinated Notes are collectively referred to herein as the “Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street Bank and Trust Company, as loan agent and as collateral trustee. The 2023 Debt Securitization is backed by a diversified portfolio of middle-market commercial loans. The Debt is scheduled to mature on July 15, 2031; however the Debt may be redeemed by the Issuers, at our direction as holder of the Subordinated Notes, on any business day after July 15, 2024. We act as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Subordinated Notes. We have retained all of the Subordinated Notes issued in the 2023 Debt Securitization.
The CLO Issuer used the proceeds from the 2023 Debt Securitization to, among other things, purchase certain loans (the “Collateral Obligations”) on the Closing Date (1) from us pursuant to a master loan sale agreement entered into on the Closing Date (the “Loan Sale Agreement”), and (2) from BPC Funding pursuant to the master participation and assignment agreement entered into on the Closing Date (the “Participation Agreement”), each as described below. Following the closing of the 2023 Debt Securitization, BPC Funding used proceeds from the 2023 Debt Securitization to reduce certain outstanding indebtedness under the documents governing the Revolving Credit Facility.
Under the terms of the Loan Sale Agreement that provided for the sale of Collateral Obligations to the CLO Issuer, we transferred to the CLO Issuer a portion of its ownership interest in the Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the Loan Sale Agreement. Under the terms of the Participation Agreement, pending the settlement of the Collateral Obligations transferred to the CLO Issuer under the Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans and participations. We made customary representations, warranties and covenants in the Loan Sale Agreement.
The Secured Debt is the secured obligation of the Issuers, the Subordinated Notes are the unsecured obligations of the CLO Issuer, and the CLO Indenture and Class A-2 Credit Agreement governing the Debt include customary covenants and events of default. The Debt has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
We serve as collateral manager to the CLO Issuer under the Collateral Management Agreement entered into on the Closing Date and have agreed to irrevocably waive all collateral management fees payable pursuant to the Collateral Management Agreement.
As of March 31, 2024, the fair value of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes was $398.6 million. The fair values of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
July 2026 Notes
On July 29, 2021, we entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional

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investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021 and October 28, 2021, respectively. The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the July 2021 NPA.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of March 31, 2024, we were in compliance with all covenants under the July 2021 NPA.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings” to our Unaudited Consolidated Financial Statements for additional information regarding the July 2021 NPA and the July 2026 Notes issued thereunder.
As of March 31, 2024, the fair value of the outstanding July 2026 Notes was $136.8 million. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
May 2027 Notes
On May 10, 2022, we entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of March 31, 2024, we were in compliance with all covenants under the May 2022 NPA.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings” to our Unaudited Consolidated Financial Statements for additional information regarding the May 2022 NPA and the May 2027 Notes issued thereunder.
As of March 31, 2024, the fair value of the outstanding May 2027 Notes was $150.3 million. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, we entered into a $100.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.

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In connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 2024, we had no secured borrowings (“Secured Borrowings”) outstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.
Discretionary Share Repurchase Program
We have commenced a discretionary share repurchase program in which we may, subject to market conditions and the discretion of the Board, offer to repurchase, in each quarter, up to 5% of our shares of common stock outstanding as of the close of the previous calendar quarter. The Board may amend, suspend or terminate the share repurchase program at any time if in its reasonable judgment if it deems such action to be in our best interest and the best interest of our stockholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. We intend to conduct such repurchase offers in accordance with the requirements of Exchange Act Rule 13e-4 and the 1940 Act and subject to compliance with applicable covenants and restrictions under our financing arrangements. All shares purchased by us pursuant to the terms of each tender offer will be redeemed and thereafter will be authorized and unissued shares.
Under our discretionary share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to quarterly tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter (the “Valuation Date”). Stockholders who purchase shares of our common stock on or after March 1, 2024 should keep in mind that if they tender shares of our common stock in a tender offer with a Valuation Date that is within the 12-month period following the initial issue date of their tendered shares, we may repurchase such shares subject to an “early repurchase deduction” of 2% of the aggregate NAV of the shares repurchased (an “Early Repurchase Deduction”). The Early Repurchase Deduction will be retained by the Company for the benefit of remaining holders of our common stock. This Early Repurchase Deduction will also generally apply to minimum account repurchases. We may, from time to time, waive the Early Repurchase Deduction in the following circumstances, subject to certain conditions: repurchases resulting from death, qualifying disability or divorce; in the event that a stockholder’s shares are repurchased because the stockholder has failed to maintain the $5,000 minimum account balance; or due to trade or operational error.
During the three months ended March 31, 2024, 1,538,740 shares were accepted for repurchase for a total value of $32.3 million.
Distributions to Stockholders
We intend to pay distributions to our stockholders of substantially all of our income, as determined by the Board in its discretion considering factors such as our earnings, cash flow, capital needs and general financial condition and the requirements of Maryland law. As a result, our distribution rates and payment frequency may vary from time to time. We generally intend to declare regular monthly dividends on a quarterly basis, although the frequency of such distributions may vary.
We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, when we declare a cash dividend, stockholders who have not opted out of the DRIP will have their dividends automatically reinvested in shares of our common stock, rather than receiving cash dividends.

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We have elected for federal income tax purposes to be treated, and intend to qualify annually, as a RIC under the Code and intend to make the required distributions to our stockholders as specified therein. In order to qualify for and maintain our tax treatment as a RIC and to obtain RIC tax benefits, we must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then we will generally be required to pay income taxes only on the portion of our taxable income and gains we do not distribute (actually or constructively). We monitor our distribution requirements with the goal of ensuring compliance with the Code. We can offer no assurance that we will achieve results that will permit the payment of any level of cash distributions and our ability to make distributions will be limited by the asset coverage requirement and related provisions under the 1940 Act and contained in any applicable indenture or financing arrangement and related supplements. In addition, in order to satisfy the annual distribution requirement applicable to RICs, we may declare a significant portion of our dividends in shares of our common stock instead of in cash. A stockholder generally would be subject to tax on 100% of the fair market value of the dividend on the date the dividend is received by the stockholder in the same manner as a cash dividend, even though a portion of the dividend was paid in shares of our common stock.
The minimum distribution requirements applicable to RICs require us to distribute to our stockholders each year at least 90% of our investment company taxable income (“ICTI”). Depending on the level of ICTI and net capital gain, if any, earned in a tax year, we may choose to carry forward income in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such excess. Any such carryover income must be distributed before the end of the next tax year through a dividend declared prior to filing the final tax return related to the year which generated such income.
ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. We may be required to recognize ICTI in certain circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (“OID”) (such as debt instruments issued with warrants), we must include in ICTI each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in ICTI other amounts that we have not yet received in cash, such as (i) PIK interest income and (ii) interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any OID or other amounts accrued will be included in our ICTI for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.
Recent Developments
Subsequent to March 31, 2024, we made approximately $97.4 million of new commitments, of which $64.2 million closed and funded. The $64.2 million of investments consists of $64.1 million of first lien senior secured debt investments and $46.9 thousand of equity investments. The weighted average yield of the debt investments was 10.7%. In addition, we funded $6.9 million of previously committed revolvers and delayed draw term loans.
On April 1, 2024, we sold 3,262,785.81 unregistered shares of our common stock (with the number of shares issued being determined on April 23, 2024), for aggregate consideration of approximately $68.4 million at a price per share of $20.96, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by us and the participating investors in connection with the our continuous private offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder and/or Regulation S under the Securities Act.
On May 7, 2024, the Board declared regular monthly distributions for June 2024 through August 2024. The regular monthly cash distributions, each in the gross amount of $0.20 per share, are payable on June 27, 2024, July 29, 2024 and August 28, 2024, to stockholders of record on June 25, 2024, July 26, 2024 and August 26, 2024, respectively.
Critical Accounting Policies and Use of Estimates
The preparation of our unaudited financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods covered by such financial statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an ongoing basis, we evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.

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Valuation of Investments
The Adviser conducts the valuation of our investments, upon which our NAV is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). Our current valuation policy and processes were established by the Adviser and were approved by the Board.
As of March 31, 2024, our investment portfolio, valued at fair value in accordance with the Board-approved valuation policies, represented approximately 157% of our total net assets, as compared to approximately 188% of our total net assets as of December 31, 2023.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For our portfolio securities, fair value is generally the amount that we might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if we do not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables in the notes to our consolidated financial statements may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
Our investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of our investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company.
There is no single approach for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of our Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
The Board must determine fair value in good faith for any or all of our investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of these assets. Barings has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets we hold. Barings uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, Barings will utilize alternative methods in accordance with internal pricing procedures established by Barings’ pricing committee.
At least annually, Barings conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While Barings is not provided access to proprietary models of the vendors,

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the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process Barings continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. Barings believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
Our money market fund investments are generally valued using Level 1 inputs and our equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. Our syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service.Our middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and Barings will determine the point within that range that it will use. If the Barings’ pricing committee disagrees with the price range provided, it may make a fair value recommendation to Barings that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, we may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investments in CPCF BPCC LLC, Thompson Rivers LLC and Waccamaw River LLC
As CPCF BPCC LLC, Thompson Rivers LLC and Waccamaw River LLC (each as defined in “Note 3. Investments” in the Notes to Unaudited Consolidated Financial Statements) are investment companies with no readily determinable fair values, the Adviser estimates the fair value of our investments in these entities using net asset valuethe NAV of each company and our ownership percentage as a practical expedient. The net asset valueNAV is determined in accordance with the specialized accounting guidance for investment companies.
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Revenue Recognition
Interest and Dividend Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become

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past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The cessation of recognition of such interest will negatively impact the reported fair value of the investment. We write off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
We may have to include interest income in our ICTI, including original issue discount (“OID”)OID income, from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. As a result, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements to maintain our RIC tax treatment, even though we will not have received and may not ever receive any corresponding cash amount. Additionally, any loss recognized by us for U.S. federal income tax purposes on previously accrued interest income will be treated as a capital loss.
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with the origination of a loan, or Loan Origination Fees, are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of our business, we receive certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees, covenant waiver fees and loan amendment fees, and are recorded as investment income when earned.
Fee income for the three months ended March 31, 20232024 and 20222023 was as follows:
Three Months
 Ended
Three Months
 Ended
Three Months
Ended
Three Months
Ended
Three Months
Ended
($ in thousands)
($ in thousands)
($ in thousands)($ in thousands)March 31, 2023March 31, 2022
Recurring Fee Income:Recurring Fee Income:
Recurring Fee Income:
Recurring Fee Income:
Amortization of loan origination fees
Amortization of loan origination fees
Amortization of loan origination feesAmortization of loan origination fees$2,194 $1,487 
Management, valuation and other feesManagement, valuation and other fees562 366 
Management, valuation and other fees
Management, valuation and other fees
Total Recurring Fee Income
Total Recurring Fee Income
Total Recurring Fee IncomeTotal Recurring Fee Income2,756 1,853 
Non-Recurring Fee Income:Non-Recurring Fee Income:
Non-Recurring Fee Income:
Non-Recurring Fee Income:
Prepayment fees
Prepayment fees
Prepayment fees
Acceleration of unamortized loan origination fees
Acceleration of unamortized loan origination fees
Acceleration of unamortized loan origination feesAcceleration of unamortized loan origination fees409 67 
Advisory, loan amendment and other feesAdvisory, loan amendment and other fees189 81 
Advisory, loan amendment and other fees
Advisory, loan amendment and other fees
Total Non-Recurring Fee Income
Total Non-Recurring Fee Income
Total Non-Recurring Fee IncomeTotal Non-Recurring Fee Income598 148 
Total Fee IncomeTotal Fee Income$3,354 $2,001 
Total Fee Income
Total Fee Income
Payment-in-Kind (PIK) Interest Income
We currently hold, and expect to hold in the future, some loans in our portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to us in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in our taxable income and therefore affects the amount we are required to distribute to our stockholders to maintain our tax treatment as a RIC for U.S. federal income tax purposes, even though we have not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a
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restructuring such that the interest income is deemed to be collectible. We write off any previously accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.

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We may have to include in our ICTI, PIK interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. As a result, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount.
Unused Commitments
In the normal course of business, we are party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to our portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 20232024 and December 31, 2022,2023, we believebelieved that we havehad adequate financial resources to satisfy our unfunded commitments. The balances of unused commitments to extend financing as of March 31, 20232024 and December 31, 20222023 were as follows:

Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2023December 31, 2022
Accurus Aerospace Corporation(1)(2)Revolver$553 $691 
AlliA Insurance Brokers NV(1)(2)(3)Delayed Draw Term Loan2,055 — 
Amtech LLC(1)Delayed Draw Term Loan1,818 1,818 
Amtech LLC(1)Revolver455 364 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver470 462 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility999 1,179 
Arc Education(1)(3)Delayed Draw Term Loan3,857 3,789 
Argus Bidco Limited(1)(2)(4)CAF Term Loan1,349 1,579 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan344 335 
ASC Communications, LLCRevolver647 647 
Astra Bidco Limited(1)(4)Delayed Draw Term Loan1,088 1,059 
ATL II MRO Holdings Inc.(1)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(5)Delayed Draw Term Loan1,494 1,512 
Azalea Buyer, Inc.(1)Delayed Draw Term Loan962 962 
Azalea Buyer, Inc.(1)Revolver481 481 
Bariacum S.A(1)(3)Acquisition Facility978 961 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan4,153 4,783 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,697 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan192 188 
BrightSign LLC(1)(2)Revolver— 1,109 
British Engineering Services Holdco Limited(1)(4)Acquisition/Capex Facility209 203 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 291 
Centralis Finco S.a.r.l.(1)(3)Incremental CAF Term Loan267 298 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan156 156 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan5,143 5,143 
Comply365, LLC(1)Revolver575 489 
Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan514 505 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Accurus Aerospace Corporation(1)(2)Revolver$277 $380 
AD Bidco, Inc.(1)(2)Revolver1,863 — 
AD Bidco, Inc.(1)(2)Delayed Draw Term Loan5,035 — 
Adhefin International(1)(2)(3)Delayed Draw Term Loan410 419 
AirX Climate Solutions(1)Delayed Draw Term Loan5,010 5,010 
AirX Climate Solutions(1)Revolver1,695 2,050 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,598 1,634 
Americo Chemical Products, LLC(1)Revolver1,400 1,400 
Amtech LLC(1)(2)Revolver838 291 
Anju Software, Inc.(1)(2)Delayed Draw Term Loan36 36 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,021 1,030 
Arc Education(1)(3)Delayed Draw Term Loan2,518 2,576 
Argus Bidco Limited(1)(2)(4)CAF Term Loan721 1,083 
ASC Communications, LLC(1)Revolver647 647 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan623 729 
ATL II MRO Holdings Inc.(1)(2)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,455 1,522 
AWP Group Holdings, Inc.(1)Delayed Draw Term Loan237 237 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan644 644 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Beyond Risk Management, Inc.(1)Delayed Draw Term Loan2,007 2,007 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,475 1,508 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan— 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan191 195 
BrightSign LLC(1)(2)Revolver222 370 
British Engineering Services Holdco Limited(1)(2)(4)Acquisition/Capex Facility91 92 
CAi Software, LLC(1)(2)Revolver3,740 943 
Cascade Residential Services LLC(1)Delayed Draw Term Loan5,902 7,765 
Cascade Residential Services LLC(1)Revolver1,294 1,294 
CCFF Buyer, LLC(1)(2)Delayed Draw Term Loan3,346 — 
CCFF Buyer, LLC(1)(2)Revolver1,004 — 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan6,383 8,666 
Comply365, LLC(1)(2)Revolver575 575 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan511 523 
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Portfolio Company
($ in thousands)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2023December 31, 2022Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
DataServ Integrations, LLC(1)
DecksDirect, LLC(1)(2)
Direct Travel, Inc.(1)Direct Travel, Inc.(1)Delayed Draw Term Loan193 233 
DISA Holdings Corp.(1)DISA Holdings Corp.(1)Delayed Draw Term Loan1,368 1,368 
DISA Holdings Corp.(1)DISA Holdings Corp.(1)Revolver429 416 
DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility— 168 
DISA Holdings Corp.(1)
Dune Group(1)(2)(3)Dune Group(1)(2)(3)Delayed Draw Term Loan1,542 1,515 
Dwyer Instruments, Inc.(1)Dwyer Instruments, Inc.(1)Delayed Draw Term Loan4,513 4,513 
Eclipse Business Capital, LLC(1)Eclipse Business Capital, LLC(1)Revolver12,963 12,321 
EMI Porta Holdco LLC(1)(2)EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan7,947 7,947 
EMI Porta Holdco LLC(1)(2)Revolver936 1,261 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan92 92 
eShipping, LLC(1)eShipping, LLC(1)Delayed Draw Term Loan1,274 1,274 
eShipping, LLC(1)Revolver743 743 
Eurofins Digital Testing International LUX Holding SARL(1)(3)Delayed Draw Term Loan2,686 2,639 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan537 528 
Events Software BidCo Pty Ltd(1)(2)Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver115 115 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan54 57 
Faraday(1)(2)(3)Delayed Draw Term Loan1,947 — 
FineLine Systems(1)(2)Delayed Draw Term Loan— 478 
Express Wash Acquisition Company, LLC(1)
Faraday(1)(3)
Finexvet(1)(3)
Footco 40 Limited(1)(2)(4)Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan556 766 
Forest Buyer, LLC(1)
Forest Buyer, LLC(1)
Fortis Payment Systems, LLC(1)(2)Fortis Payment Systems, LLC(1)(2)Delayed Draw Term Loan925 925 
FragilePak LLC(1)Delayed Draw Term Loan4,649 4,649 
GB Eagle Buyer, Inc.(1)(2)Revolver3,226 3,226 
Glacis Acquisition S.A.R.L.(1)(3)Delayed Draw Term Loan7,532 7,399 
Global Academic Group Limited(1)(7)Term Loan446 451 
GPZN II GmbH(1)(2)(3)CAF Term Loan— 560 
Graphpad Software, LLC(1)(2)Delayed Draw Term Loan2,602 2,602 
Fortis Payment Systems, LLC(1)(2)
GB Eagle Buyer, Inc.(1)
Glacis Acquisition S.A.R.L.(1)(2)(3)
Global Academic Group Limited(1)(2)(7)
GPNZ II GmbH(1)(2)(3)
GPNZ II GmbH(1)(2)(3)
Greenhill II BV(1)(3)Greenhill II BV(1)(3)Capex Acquisition Facility259 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan1,122 1,102 
Gusto Aus BidCo Pty Ltd(1)(5)Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan220 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan309 313 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan148 148 
Heartland, LLC(1)Delayed Draw Term Loan336 710 
HeartHealth Bidco Pty Ltd(1)(2)(5)
Heavy Construction Systems Specialists, LLC(1)Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
HEKA Invest(1)(2)(3)Delayed Draw Term Loan1,131 1,111 
HEKA Invest(1)(3)
HemaSource, Inc.(1)
HomeX Services Group LLC(1)
HomeX Services Group LLC(1)
HTI Technology & Industries(1)(2)HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,691 1,691 
HTI Technology & Industries(1)(2)HTI Technology & Industries(1)(2)Revolver1,128 1,128 
HW Holdco, LLC (Hanley Wood LLC)(1)Delayed Draw Term Loan655 1,074 
Ice House America, L.L.C.(1)(2)
Ice House America, L.L.C.(1)(2)
Innovad Group II BV(1)(2)(3)Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan203 200 
INOS 19-090 GmbH(1)(3)Acquisition Facility221 217 
INOS 19-090 GmbH(1)(2)(3)
Interstellar Group B.V.(1)(3)Interstellar Group B.V.(1)(3)Delayed Draw Term Loan2,668 2,621 
Interstellar Group B.V.(1)(3)Interstellar Group B.V.(1)(3)Delayed Draw Term Loan113 111 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility3,761 3,695 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility617 606 
Isolstar Holding NV (IPCOM)(1)(2)(3)Delayed Draw Term Loan1,515 1,488 
InvoCare Limited (1)(2)(5)
Isolstar Holding NV (IPCOM)(1)(3)
ISTO Technologies II, LLC(1)
ITI Intermodal, Inc.(1)(2)ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
108
120



Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2023December 31, 2022
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan4,249 — 
ITI Intermodal, Inc.(1)(2)Revolver857 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility745 753 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan724 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan860 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan833 819 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan255 298 
LeadsOnline, LLC(1)Revolver1,952 1,952 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan244 244 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver29 216 
MC Group Ventures Corporation(1)Delayed Draw Term Loan467 467 
Mercell Holding AS(1)(8)Capex Acquisition Facility750 797 
Mertus 522. GmbH(1)(2)(3)Capex Acquisition Facility2,794 2,745 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan58 59 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan87 97 
Narda Acquisitionco., Inc.(1)(2)Revolver953 953 
NeoxCo(1)(2)(3)Delayed Draw Term Loan489 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility1,061 1,254 
NF Holdco, LLC(1)(2)Revolver1,479 — 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan942 925 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)Revolver254 607 
OG III B.V.(1)(3)Accordion Facility— 650 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 3,407 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan806 1,008 
Options Technology Ltd.(1)(2)Delayed Draw Term Loan1,406 1,406 
OSP Hamilton Purchaser, LLC(1)(2)Revolver885 187 
Pare SAS (SAS Maurice MARLE)(1)Delayed Draw Term Loan2,100 2,100 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,836 3,836 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Delayed Draw Term Loan6,084 5,977 
ProfitOptics, LLC(1)Revolver123 193 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan260 255 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan740 727 
QPE7 SPV1 BidCo Pty Ltd(1)(5)Accordion Facility— 2,585 
Qualified Industries, LLC(1)(2)Revolver364 — 
Questel Unite(1)(2)(3)Incremental Term Loan2,749 2,701 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,820 2,623 
R1 Holdings, LLC(1)Revolver1,601 1,601 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan5,516 5,516 
Randys Holdings, Inc.(1)(2)Revolver1,891 1,964 
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility555 588 
Jones Fish Hatcheries & Distributors LLC(1)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan2,784 — 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan— 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan718 734 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan237 255 
Lattice Group Holdings Bidco Limited(1)(2)Revolver18 18 
LeadsOnline, LLC(1)Revolver3,190 2,679 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 18 
Marmoutier Holding B.V.(1)(2)(3)Revolver108 106 
Marshall Excelsior Co.(1)Revolver86 115 
MB Purchaser, LLC(1)(2)Delayed Draw Term Loan4,121 — 
MB Purchaser, LLC(1)(2)Revolver824 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan435 435 
Megawatt Acquisitionco, Inc.(1)Revolver1,995 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility724 773 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan57 59 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan496 518 
Moonlight Bidco Limited(1)(2)(4)Delayed Draw Term Loan556 562 
Narda Acquisitionco., Inc.(1)Revolver1,059 1,059 
NAW Buyer, LLC(1)(2)Delayed Draw Term Loan9,223 9,223 
NAW Buyer, LLC(1)(2)Revolver2,075 1,845 
NeoxCo(1)(3)Delayed Draw Term Loan486 497 
Next Holdco, LLC(1)Delayed Draw Term Loan5,984 5,984 
Next Holdco, LLC(1)Revolver2,321 2,321 
NF Holdco, LLC(1)Revolver1,183 887 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan936 958 
OA Buyer, Inc.(1)Revolver1,154 1,331 
OAC Holdings I Corp(1)(2)Revolver1,076 1,370 
Omni Intermediate Holdings, LLC(1)Delayed Draw Term Loan— 806 
OSP Hamilton Purchaser, LLC(1)(2)Revolver1,607 1,607 
OSP Hamilton Purchaser, LLC(1)(2)Delayed Draw Term Loan5,319 5,319 
Pare SAS (SAS Maurice MARLE)(1)(2)Delayed Draw Term Loan2,100 2,100 
Parkview Dental Holdings, LLC(1)(2)Delayed Draw Term Loan328 328 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,939 3,939 
PDQ.Com Corporation(1)Delayed Draw Term Loan2,679 2,679 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Acquisition Facility1,255 1,284 
Process Insights Acquisition, Inc.(1)Delayed Draw Term Loan1,220 1,220 
Process Insights Acquisition, Inc.(1)Revolver1,125 — 
Process Insights Acquisition, Inc.(1)Revolver— 1,323 
ProfitOptics, LLC(1)(2)Revolver35 84 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan163 211 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan201 206 
Qualified Industries, LLC(1)Revolver364 364 
109
121



Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2023December 31, 2022
Rep Seko Merger Sub LLC(1)(2)Delayed Draw Term Loan415 520 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility787 765 
Rocade Holdings LLC(1)Preferred Equity98,000 — 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,776 2,945 
Royal Buyer, LLC(1)Revolver1,787 1,787 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,730 2,730 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility3,024 5,535 
Sanoptis S.A.R.L.(1)(2)(9)CAF Delayed Draw Term Loan1,199 — 
SBP Holdings LP(1)(2)Delayed Draw Term Loan1,469 — 
SBP Holdings LP(1)(2)Revolver887 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,155 1,135 
Scout Bidco B.V.(1)(3)Revolver524 515 
Sereni Capital NV(1)(2)(3)Delayed Draw Term Loan1,599 — 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
Simulation Software Investment Company Pty Ltd(1)Delayed Draw Term Loan408 408 
Smartling, Inc.(1)(2)Delayed Draw Term Loan2,076 2,076 
Smartling, Inc.(1)(2)Revolver1,038 1,038 
Soho Square III Debtco II SARL(1)(4)Delayed Draw Term Loan3,478 3,383 
Solo Buyer, L.P.(1)(2)Revolver1,995 1,995 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 665 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver141 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan7,500 7,500 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan463 451 
Superjet Buyer, LLC(1)Revolver1,825 1,825 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,770 1,770 
Syntax Systems Ltd(1)(2)Revolver309 309 
Tank Holding Corp(1)Revolver469 545 
Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,118 1,088 
Techone B.V.(1)(3)Revolver144 94 
Tencarva Machinery Company, LLC(1)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan4,195 4,195 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver1,233 1,233 
The Cleaver-Brooks Company, Inc.(1)Revolver2,768 2,422 
The Hilb Group, LLC(1)(2)Delayed Draw Term Loan1,843 2,537 
Trader Corporation(1)(6)Revolver345 345 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan1,509 1,509 
Union Bidco Limited(1)(2)(4)Acquisition Facility216 210 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility625 1,089 
Unither (Uniholding)(1)(2)(3)Delayed Draw Term Loan471 — 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)Delayed Draw Term Loan3,371 3,371 
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
Questel Unite(1)(2)(3)Incremental Term Loan2,733 2,795 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,682 1,682 
R1 Holdings, LLC(1)Revolver1,947 1,947 
Randys Holdings, Inc.(1)Delayed Draw Term Loan4,854 5,516 
Randys Holdings, Inc.(1)Revolver1,716 1,658 
Rocade Holdings LLC(1)Preferred Equity2,000 2,000 
Rock Labor, LLC(1)(2)Revolver941 941 
Royal Buyer, LLC(1)Delayed Draw Term Loan1,229 1,229 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,531 — 
Royal Buyer, LLC(1)Revolver2,330 1,787 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility— 42 
Sanoptis S.A.R.L.(1)(2)(3)CAF Term Loan691 2,186 
SBP Holdings LP(1)Delayed Draw Term Loan— 151 
SBP Holdings LP(1)Delayed Draw Term Loan10,774 15,062 
SBP Holdings LP(1)Revolver710 1,065 
Scaled Agile, Inc.(1)(2)Revolver280 280 
Scout Bidco B.V.(1)(2)(3)Revolver313 320 
Simulation Software Investment Company Pty Ltd(1)(2)Delayed Draw Term Loan408 408 
Sinari Invest(1)(2)(3)Delayed Draw Term Loan604 617 
SISU ACQUISITIONCO., INC(1)(2)Delayed Draw Term Loan80 160 
Smartling, Inc.(1)Revolver1,038 1,038 
SmartShift Group, Inc.(1)Delayed Draw Term Loan5,690 5,690 
SmartShift Group, Inc.(1)Revolver2,731 2,731 
Solo Buyer, L.P.(1)Revolver1,330 1,330 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Delayed Draw Term Loan399 399 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)Revolver117 90 
Spatial Business Systems LLC(1)Delayed Draw Term Loan1,875 1,875 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan331 398 
Superjet Buyer, LLC(1)Revolver1,369 1,369 
SVI International LLC(1)Delayed Draw Term Loan74 — 
SVI International LLC(1)Revolver74 — 
Syntax Systems Ltd(1)Revolver259 358 
Tank Holding Corp(1)Delayed Draw Term Loan1,126 1,358 
Tank Holding Corp(1)Revolver491 480 
Tanqueray Bidco Limited(1)(4)Capex Facility1,143 1,153 
Techone B.V.(1)(2)(3)Revolver238 146 
Tencarva Machinery Company, LLC(1)(2)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan— 2,724 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver1,233 1,233 
The Cleaver-Brooks Company, Inc.(1)Revolver2,768 2,768 
The Hilb Group, LLC(1)Delayed Draw Term Loan— 672 
Trader Corporation(1)(6)Revolver345 354 
Trintech, Inc.(1)Revolver1,020 1,020 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan2,244 2,244 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan911 1,469 
110
122



Portfolio Company
($ in thousands)
Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2023December 31, 2022Portfolio Company
($ in thousands)
Investment TypeMarch 31, 2024December 31, 2023
TSYL Corporate Buyer, Inc.(1)
Turbo Buyer, Inc.(1)(2)
UBC Ledgers Holding AB(1)(2)(9)
UBC Ledgers Holding AB(1)(2)(9)
Union Bidco Limited(1)(4)
United Therapy Holding III GmbH(1)(2)(3)
Unither (Uniholding)(1)(3)
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)
W2O Holdings, Inc.(1)(2)W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan108 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 487 
Waccamaw River LLC(2)Joint Venture2,480 2,480 
West-NR AcquisitionCo., LLC(1)
Whitcraft Holdings, Inc.(1)Whitcraft Holdings, Inc.(1)Revolver2,515 — 
White Bidco Limited(1)
Woodland Foods, LLC(1)(2)Woodland Foods, LLC(1)(2)Line of Credit330 330 
World 50, Inc.(1)(2)
WWEC Holdings III Corp(1)(2)WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan2,329 2,329 
WWEC Holdings III Corp(1)(2)WWEC Holdings III Corp(1)(2)Revolver1,025 1,025 
Xeinadin Bidco Limited(1)(4)CAF Term Loan4,876 4,743 
ZB Holdco LLC(1)Delayed Draw Term Loan— 1,352 
ZB Holdco LLC(1)Revolver845 845 
Xeinadin Bidco Limited(1)(2)(4)
ZB Holdco LLC(1)(2)
ZB Holdco LLC(1)(2)
ZB Holdco LLC(1)(2)
Zeppelin Bidco Limited(1)(2)(4)Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,293 1,258 
Total unused commitments to extend financingTotal unused commitments to extend financing$346,948 $247,730 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner.kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swiss francs.Swedish kronor. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to market risk. Market risk includes risks that arise from changes in interest rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The fair value of securities held by us may decline in response to certain events, including those directly involving the companies we invest in; conditions affecting the general economy; overall market changes; global pandemics; legislative reform; local, regional, national or global political, social or economic instability; and interest rate fluctuations.
In addition, we are subject to interest rate risk. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in the general level of interest rates can affect our net interest income, which is the difference between the interest income earned on interest earning assets and our interest expense incurred in connection with our interest bearing debt and liabilities. Changes in interest rates can also affect,

123



among other things, our ability to acquire and originate loans and securities and the value of our investment portfolio. Our net investment income is affected by fluctuations in various interest rates, including LIBOR, EURIBOR, BBSY, STIBOR, CDOR, STIBOR, SOFR, BKBM,SONIA, SARON, NIBOR and SONIA.BKBM. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. We regularly measure exposure to interest rate risk and determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. We currently and may in the future hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of changes in interest rates with respect to our portfolio investments.
In March 2021,As of the U.K.’s Financial Conduct Authority publicly announced that all U.S. Dollarend of June 2023, no settings of LIBOR settings will either cease to be provided by any administrator or no longer be representative (i) immediately after December 31, 2021 for one-week and two-month U.S. Dollar LIBOR settings and (ii) immediately after June 30, 2023 for the remaining U.S. Dollar
111


LIBOR settings. Although most U.S. dollar LIBOR rates will continue to be published through June 30, 2023,on a representative basis and publication of many non-U.S. dollar LIBOR settings has been entirely discontinued. On March 15, 2022, the U.S. enacted federal legislation that is intended to minimize legal and economic uncertainty following U.S. dollar LIBOR’s cessation by replacing LIBOR references in certain U.S. law-governed contracts under certain circumstances with a SOFR-based rate identified in a Federal Reserve rule plus a statutory spread adjustment. In addition, the U.K. Financial Conduct Authority, no longer compels panel banks to continue to contribute towhich regulates the publisher of LIBOR and(ICE Benchmark Administration), has announced that it will require the Federal Reserve Board, the Officecontinued publication of the Comptrollerone-, three- and six-month tenors of the Currency, and the Federal Deposit Insurance Corporation have encouraged banks to cease entering into new contracts that use U.S. dollar LIBOR ason a reference rate. The U.S. Federal Reserve,non-representative synthetic basis until the end of September 2024, which may result in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, supports replacing U.S.-dollar LIBOR with the Secured Overnight Financing Rate, or SOFR, a new index calculated by short-term repurchase agreements backed by Treasury securities. Some regulators have prohibited the use of any LIBOR benchmarks in newcertain non-U.S. law-governed contracts and have required that regulated entities transition existingU.S. law-governed contracts to another benchmark prior to June 30, 2023.not covered by the federal legislation remaining on synthetic U.S. dollar LIBOR until the end of this period.
Although settings of such LIBOR benchmarks may continue to be available, such prohibitions and requirements may adversely affect the value of floating-rate debt securities in our portfolio or issued by us. Moreover, at this time, no consensus exists as to what rate or rates will become accepted alternatives to LIBOR. Although there are an increasing number of issuances utilizing SOFR or the Sterling Over Night Index Average, or SONIA, an alternative reference rate that is based on transactions, these alternative reference rates may not attain market acceptance as replacements for LIBOR. All of ourOur loan agreements with our portfolio companies includethat referenced LIBOR included fallback language in the event that LIBOR becomes unavailable. Thiswas discontinued, became unrepresentative or in the event that the method for determining LIBOR has changed. As a result of this language generally either includes a clearly definedor through other bi-lateral amendments, all of these loan agreements have transitioned to an alternative reference rate after LIBOR’s discontinuation or provides that the administrative agent may identify a replacement reference rate, typically with the consent of (or prior consultation with) the borrower. In certain cases, the administrative agent will be required to obtain the consent of either a majority of the lenders under the facility, or the consent of each lender, prior to identifying a replacement reference rate. In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market value for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us and could have a material adverse effect on our business, financial condition and results of operations.
The transition away from LIBOR and reform, modification, or adjustments of other reference rate benchmarks to alternative reference rates is complex and could have a material adverse effect on our business, financial condition and results of operations, including as a result of any changes in the pricing of our investments, changes to the documentation for certain of our investments and the pace of such changes, disputes and other actions regarding the interpretation of current and prospective loan documentation or modifications to processes and systems.
The U.S. Federal Reserve is currently embarkingpreviously embarked on an aggressivea campaign of raising interest rates to address significant and persistent inflation. The goal of these interest rate increases iswas to slow economic growth and reduce price pressure. There isremains a significant chance that this central bank tightening cycle could force the U.S.United States into a recession, at which pointor that interest rates and base rates would likelymay otherwise decrease. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in SOFR are not offset by a corresponding increase in the spread over SOFR that we earn on any portfolio investments, a decrease in in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to SOFR.
As of March 31, 2023,2024, approximately $1,956.4$2,129.9 million (principal amount) of our debt portfolio investments bore interest at variable rates, which generally are LIBOR-based or SOFR-based (or based on an equivalent applicable currency rate), and many of which are subject to certain floors. As of March 31, 2024, approximately $959.5 million (principal amount) of our borrowings bore interest at variable rates (approximately 86.5% of our total borrowings as of March 31, 2024) under the Revolving Credit Facility, the SMBC Credit Facility, the 2023 Debt Securitization and the May 2027 Notes. See “Note 5. Borrowings” to our Unconsolidated Consolidated Financial Statements for information about the variable interest rates and spreads applicable to borrowings under the Revolving Credit Facility, the SMBC Credit Facility, the 2023 Debt Securitization and the May 2027 Notes.
Based on our March 31, 20232024 Unaudited Consolidated Balance Sheet, the following table shows the annual impact on net income of hypothetical base rate changes in interest rates on our debt investments and borrowings (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:
(in thousands)
Basis Point Change(1)
(in thousands)
Basis Point Change(1)
Interest IncomeInterest Expense
Net Income(2)
(in thousands)
Basis Point Change(1)
Interest IncomeInterest Expense
Net Income(2)
Up 300 basis pointsUp 300 basis points$58,691 $25,856 $32,835 
Up 200 basis pointsUp 200 basis points39,127 17,237 21,890 
Up 100 basis pointsUp 100 basis points19,564 8,619 10,945 
Down 25 basis pointsDown 25 basis points(4,891)(2,155)(2,736)
Down 50 basis pointsDown 50 basis points(9,782)(4,309)(5,473)

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(1) Excludes the impact of foreign currency exchangeexchange.
(2) Excludes the impact of income based fees. See Note 2“Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for more information on the income based fees
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fees.
We may also have exposure to foreign currencies related to certain investments. Such investments are translated into U.S. dollars based on the spot rate at the relevant balance sheet date, exposing us to movements in the exchange rate. In order to reduce our exposure to fluctuations in exchange rates, we generally borrow in local foreign currencies under the Revolving Credit Facility to finance such investments. As of March 31, 2023,2024, we had U.S. dollar borrowings of $653.4$218.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.019%7.613% (three month SOFR of 4.676%5.313%), borrowings denominated in British pounds sterling of £30.2£17.2 million ($37.321.7 million U.S. dollars) with a weighted average interest rate of 5.412%7.658% (weighted average three month adjusted cumulative compounded SONIA of 3.080%5.366%), borrowings denominated in Australian dollars of A$7.8 million ($5.25.1 million U.S. dollars) with an interest rate of 5.532%6.506% (three month BBSW of 3.382%4.356%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 7.173%7.553% (three month CDOR of 5.023%5.403%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.83.6 million U.S. dollars) with an interest rate of 7.255%8.055% (three month NZBB of 4.855%5.655%) and borrowings denominated in Euros of €86.6€94.6 million ($94.1102.2 million U.S. dollars) with an interest rate of 4.659%6.125% (three month EURIBOR of 2.492%3.912%).
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2023.2024. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the first quarter of 20232024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
Neither we, the Adviser, nor our subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to our respective businesses. We, the Adviser, and our subsidiaries may from time to time, however, be involved in litigation arising out of our operations in the normal course of business or otherwise.otherwise, including in connection with strategic transactions. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.
Item 1A. Risk Factors.
You should carefully consider the risks describedreferenced below and in Item 1A entitled “Risk Factors” in Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 23, 2023, and all other information contained in this Quarterly Report on Form 10-Q, including our interim financial statements and the related notes thereto, before making a decision to purchasetransact in our securities. The risks and uncertainties referenced herein and in our most recent Annual Report on Form 10-K are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the value of our securities.
Other than as set forth below, thereThere have been no material changes during the three months ended March 31, 20232024 to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.2023, which you should carefully consider before transacting in our securities. If any of such risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the value of our securities could decline, and you may lose all or part of your investment.
We, the Adviser, and our portfolio companies may maintain cash balances at financial institutions that exceed federally insured limits and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties.
Our cash and our Adviser’s cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held by us, our Adviser and by our portfolio companies in non-interest-bearing and interest-bearing operating accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. If such banking institutions were to fail, we, our Adviser, or our portfolio companies could lose all or a portion of those amounts held in excess of such insurance limitations. In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our, our Adviser’s and our portfolio companies’ business, financial condition, results of operations, or prospects.
Although we and our Adviser assess our and our portfolio companies’ banking relationships as we believe necessary or appropriate, our and our portfolio companies’ access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us, our Adviser or our portfolio companies, the financial institutions with which we, our Adviser or our portfolio companies have arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we, our Adviser or our portfolio companies have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.
In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us, our Adviser, or our portfolio companies to acquire financing on acceptable terms or at all.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Sales of Unregistered Securities
We have entered into subscription agreements with investors and expect to enter into additional subscription agreements with a number of investors in connection with the Private Offering, pursuant to which have issued and sold, and expect to continue to issue and sell, shares of our common stock under the exemptionexemptions provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D andthereunder and/or Regulation S promulgated thereunder.
We and Barings have applied forunder the multi-class exemptive relief from the SEC that, if granted, will permit us to issue multiple classes of shares of our common stock with varying sales loads, contingent deferred sales charges, and/or asset-based service and/or distribution fees, the details for which will be finalized at a later date at our discretion. The SEC has not yet granted the Multi-Class Exemptive Relief, and there is no assurance that the relief will be granted.Securities Act.
The below table sets forth the total shares of our common stock issued during the three months ended March 31, 2023,2024, and aggregate purchase price:
For the Three Months Ended March 31, 2023
Share Issue DateShares IssuedAggregate Offering Price
($ in thousands)
January 3, 202369,538 $1,429 
February 1, 2023304,731 6,287 
March 1, 2023500,646 10,323 
Total874,915 $18,039 
For the Three Months Ended March 31, 2024
Share Issue DateShares IssuedAggregate Offering Price
($ in thousands)
January 2, 20242,296,177 $47,852 
February 1, 20243,607,518 75,325 
March 1, 202410,909,053 227,999 
Total16,812,748 $351,176 
Issuer Purchases of Equity Securities
On March 1, 2023,2024, the Company commenced a tender offer (the “March 20232024 Tender Offer”) pursuant to which the Company offered to repurchase up to 2,645,0153,135,724 shares (the “March 2023 Tender Offer Cap”) tendered prior to 11:59 p.m., E.T. on March 31, 202328, 2024 (the “March 20232024 Tender Offer Expiration Date”). 481.4641,538,740 shares were validly tendered by stockholders and not properly withdrawn prior to the March 20232024 Tender Offer Expiration Date. The Company accepted for purchase 100% of the shares that were validly tendered and not properly withdrawn prior to the March 20232024 Tender Offer Expiration Date, at a purchase price per share equal to $20.80,$20.96, the Company’s net asset valueNAV per share as of March 31, 2023.2024.

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The following table sets forth information regarding repurchases of shares of our common stock during the three months ended March 31, 2023:2024:
Offer DateOffer DateTender Offer ExpirationPurchase Price per ShareShare RepurchasedAggregate Dollar Amount of Shares Accepted for RepurchaseOffer DateTender Offer ExpirationPurchase Price per ShareShare RepurchasedAggregate Dollar Amount of Shares Accepted for Repurchase (in thousands)
March 1, 2023March 31, 2023$20.80 481.464$10 
March 1, 2024
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
On May 4, 2023,Rule 10b5-1 Trading Plans
During the Company’s Boardfiscal quarter ended March 31, 2024, none of Directors appointed Elizabeth Murray as Chief Operating Officerour directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the Company, effective immediately. Ms. Murray will continue to serve as the Company’s Chief Financial Officer.
Ms. Murray, 45, also serves as the Chief Financial Officer and Chief Operating Officeraffirmative defense conditions of each of Barings BDC, Inc. (“BBDC”) and Barings Capital Investment Corporation. She is also the Treasurer of Barings Private Equity Opportunities and Commitments Fund. Ms. Murray previously was the Director of External Reporting for BBDC and previously served as the Vice President of Financial Reporting at Triangle Capital Corporation prior to the externalization of the investment
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management of BBDC to Barings LLC. Prior to joining Triangle Capital Corporation in 2012, she worked in Financial Planning and Analysis for RBC Bank, the U.S. retail banking division for Royal Bank of Canada. Prior to RBC Bank, Ms. Murray spent seven years at Progress Energy, Inc. and held various positions in finance, accounting, and tax, most recently in Strategy and Financial Planning. Ms. Murray began her career as a Tax Consultant with PricewaterhouseCoopers. Ms. Murray is a graduate of North Carolina State University where she obtained a B.S. degree in Accounting and a Master of Accounting degree. She is also a North Carolina Certified Public Accountant.
There is no arrangement or understanding between Ms. Murray and any other person pursuant to which she was appointed as Chief Operating Officer. Further, with regard to Ms. Murray, there are no transactions since the beginning of the Company’s last fiscal year,Exchange Act Rule 10b5-1(c) or any currently proposed transaction, in which the Company is a participant that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.“non-Rule 10b5-1 trading arrangement.”
On May 4, 2023, the Board appointed Bryan High to serve as Chief Executive Officer of the Company, replacing Ian Fowler, effective as of the close of business on May 4, 2023. In addition, on May 4, 2023, the Board appointed Matthew Freund to serve as President of the Company, effective as of the close of business on May 4, 2023. Mr. Fowler will remain at Barings LLC to serve as Co-Head of Barings LLC’s Global Private Finance Group, and his transition from Chief Executive Officer of the Company is not a result of any disagreement with the Company on any matter relating to its operations, policies, or practices, or to any issues regarding its accounting policies or practices.
Mr. High, 43, previously served as Vice President of the Company, from February 2022 until his appointment as Chief Executive Officer. Mr. High also serves as the Head of Capital Solutions and a co-Portfolio Manager for Capital Solutions funds. He joined the firm in 2007, and has extensive experience in public and private credit, distressed debt / special situations and private equity. Prior to joining Barings, Mr. High was an investment banker at a boutique M&A firm where he advised on middle market transactions. He also worked at Banc of America Securities LLC in the restructuring advisory group. Mr. High currently serves on the investment committees for Capital Solutions, U.S. High Yield and Global Private Structured Finance. He is an acting Vice President for Barings BDC, Inc., overseeing Cross Platform investments. Mr. High is a member of the Board of Directors for Eclipse Business Capital, LLC and Coastal Marina Holdings, LLC. He graduated with distinction from the University of North Carolina at Chapel Hill with a B.S. in Business Administration.
There is no arrangement or understanding between Mr. High and any other person pursuant to which he was appointed as Chief Executive Officer. Further, with regard to Mr. High, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a participant that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Mr. Freund, 34, also serves as a Senior Investment Manager within Barings’ Global Private Finance Group. He is responsible for structuring, underwriting, and monitoring North American private finance investments supporting Barings sponsor clients. He has worked in the industry since 2009. Prior to joining the firm in 2015, Mr. Freund worked for US Bank structuring secured loans to support leveraged buyouts for private equity sponsors. Prior to joining US Bank, Mr. Freund worked in underwriting and analytical roles at Bank of America as part of corporate and middle market coverage. He has a B.S. in Business Administration degree from Saint Louis University and is a member of the CFA Institute.
There is no arrangement or understanding between Mr. Freund and any other person pursuant to which he was appointed as President. Further, with regard to Mr. Freund, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a participant that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
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Item 6. Exhibits.
NumberExhibit
3.1
3.2
10.1
10.2
31.1
31.2
32.1
32.2
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because
XBRL tags are embedded within the Inline XBRL document.**
101.SCHInline XBRL Taxonomy Extension Schema Document**
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document**
101.LABInline XBRL Taxonomy Extension Label Linkbase Document**
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document**
104Cover Page Interactive Data File (embedded within the Inline XBRL document)**
*    Exhibits and/or schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and/or schedules to the SEC upon its request.
**    Filed Herewith.
***    Furnished Herewith.    
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BARINGS PRIVATE CREDIT CORPORATION
Date:May 4, 20237, 2024/s/    Ian FowlerBryan High
Ian FowlerBryan High
Chief Executive Officer
(Principal Executive Officer)
Date:May 4, 20237, 2024/s/    Elizabeth A. Murray
Elizabeth A. Murray
Chief Financial Officer and
Chief Operating Officer
(Principal Accounting & Financial Officer)
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