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
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| | | | | |
| ý | QUARTERLY 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 class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/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 filer | ý | Smaller reporting company | ¨ |
| | Emerging growth company | ý |
| 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 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. | | |
| |
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 value | Total investments at fair value | 2,271,398 | | | 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 receivable | Interest and fees receivable | 42,638 | | | 32,959 | |
| Prepaid expenses and other assets | Prepaid expenses and other assets | 2,527 | | | 254 | |
| Derivative assets | Derivative assets | 481 | | | 3,172 | |
| Deferred financing fees | Deferred financing fees | 5,390 | | | 4,192 | |
| Receivable from unsettled transactions | Receivable from unsettled transactions | 12,688 | | | 2,014 | |
| Total assets | Total assets | $ | 2,370,372 | | | $ | 2,291,912 | |
| Liabilities: | Liabilities: | | | |
| Accounts payable and accrued liabilities | Accounts 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 payable | Interest payable | 14,247 | | | 11,335 | |
| Administrative fees payable | Administrative fees payable | 550 | | | 1,053 | |
| Base management fees payable | Base management fees payable | 3,849 | | | 6,757 | |
| Incentive management fees payable | Incentive management fees payable | 2,594 | | | 3,074 | |
| | Derivative liabilities | Derivative liabilities | 7,931 | | | 34,389 | |
| Derivative liabilities | |
| Derivative liabilities | |
| Payable from unsettled transactions | Payable from unsettled transactions | 266 | | | 35,367 | |
| Borrowings under credit facilities | Borrowings under credit facilities | 861,858 | | | 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 borrowings | 57,161 | | | 18,559 | |
| | Total liabilities | |
| | Total liabilities | |
| | Total liabilities | Total liabilities | 1,251,406 | | | 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 capital | Additional paid-in capital | 1,094,859 | | | 1,076,497 | |
| Total distributable earnings | Total distributable earnings | 24,053 | | | 10,753 | |
| Total net assets | Total net assets | 1,118,966 | | | 1,087,303 | |
| Total liabilities and net assets | Total liabilities and net assets | $ | 2,370,372 | | | $ | 2,291,912 | |
| Net asset value per share | Net asset value per share | $ | 20.80 | | | $ | 20.55 | |
See accompanying notes.
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, 2023 | | March 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 investments | Non-Control / Non-Affiliate investments | $ | 49,815 | | | $ | 21,388 | | |
| Non-Control / Non-Affiliate investments | |
| Non-Control / Non-Affiliate investments | |
| Affiliate investments | |
| Affiliate investments | |
| Affiliate investments | Affiliate investments | 161 | | | 83 | | |
| | Total interest income | Total interest income | 49,976 | | | 21,471 | | |
| | Total interest income | |
| | Total interest income | |
| Dividend income: | |
| Dividend income: | |
| Dividend income: | Dividend income: | | |
| Non-Control / Non-Affiliate investments | Non-Control / Non-Affiliate investments | 691 | | | — | | |
| Non-Control / Non-Affiliate investments | |
| Non-Control / Non-Affiliate investments | |
| Affiliate investments | |
| Affiliate investments | |
| Affiliate investments | Affiliate investments | 3,021 | | | 4,423 | | |
| | Total dividend income | Total dividend income | 3,712 | | | 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 investments | Non-Control / Non-Affiliate investments | 3,341 | | | 1,998 | | |
| Non-Control / Non-Affiliate investments | |
| Non-Control / Non-Affiliate investments | |
| Affiliate investments | |
| Affiliate investments | |
| Affiliate investments | Affiliate investments | 13 | | | 3 | | |
| | Total fee and other income | Total fee and other income | 3,354 | | | 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 investments | Non-Control / Non-Affiliate investments | 2,071 | | | 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 income | Total payment-in-kind interest income | 2,071 | | | 1,396 | | |
| Interest income from cash | Interest income from cash | 9 | | | — | | |
| Interest income from cash | |
| Interest income from cash | |
| Total investment income | |
| Total investment income | |
| Total investment income | Total investment income | 59,122 | | | 29,291 | | |
| Operating expenses: | Operating expenses: | | | | |
| Operating expenses: | |
| Operating expenses: | |
| Interest and other financing fees | |
| Interest and other financing fees | |
| Interest and other financing fees | Interest and other financing fees | 18,563 | | | 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 expenses | Total operating expenses | 26,404 | | | 8,459 | | |
| | Net investment income before taxes | Net investment income before taxes | 32,718 | | | 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 expense | Income taxes, including excise tax expense | 53 | | | 1 | | |
| Net investment income | Net investment income | 32,665 | | | 20,831 | | |
| Net investment income | |
| Net investment income | |
| 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, 2023 | | March 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 investments | Non-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 investments | Net realized gains (losses) on investments | (1,177) | | | (143) | | |
| Foreign currency transactions | Foreign 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 investments | Non-Control / Non-Affiliate investments | 8,975 | | | (6,120) | | |
| Non-Control / Non-Affiliate investments | |
| Non-Control / Non-Affiliate investments | |
| Affiliate investments | |
| Affiliate investments | |
| Affiliate investments | Affiliate investments | 4,802 | | | 14,280 | | |
| | Net unrealized appreciation (depreciation) on investments | Net unrealized appreciation (depreciation) on investments | 13,777 | | | 8,160 | | |
| | Net unrealized appreciation (depreciation) on investments | |
| | Net unrealized appreciation (depreciation) on investments | |
| Foreign currency transactions | Foreign currency transactions | 16,469 | | | 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 transactions | 7,862 | | | 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 | $ | 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 share | Total dividends / distributions per share | $ | 0.51 | | | $ | 0.42 | | |
| Weighted average shares outstanding—basic and diluted | 53,336,505 | | | 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.
Barings Private Credit Corporation
Unaudited Consolidated Statements of Changes in Net Assets
(in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2022 | Common Stock | | Additional
Paid-In
Capital | | Total Distributable Earnings | | Total
Net
Assets |
Number
of Shares | | Par
Value | | | |
| Balance, December 31, 2021 | 40,551,193 | | | $ | 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/distributions | 6,077 | | | — | | | 126 | | | (17,098) | | | (16,972) | |
| Issuance of common stock | 156,440 | | | — | | | 3,251 | | | — | | | 3,251 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Balance, March 31, 2022 | 40,713,710 | | | $ | 41 | | | $ | 822,100 | | | $ | 31,266 | | | $ | 853,407 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2023 | Common Stock | | Additional
Paid-In
Capital | | Total Distributable Earnings | | Total
Net
Assets |
Number
of Shares | | Par
Value | | | |
| Balance, December 31, 2022 | 52,900,314 | | | $ | 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/distributions | 16,195 | | | — | | | 334 | | | (27,227) | | | (26,893) | |
| Issuance of common stock | 874,911 | | | 1 | | | 18,038 | | | — | | | 18,039 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Balance, March 31, 2023 | 53,790,939 | | | $ | 54 | | | $ | 1,094,859 | | | $ | 24,053 | | | $ | 1,118,966 | |
| | Three Months Ended March 31, 2023 | Common Stock | | Additional
Paid-In
Capital | | Total Distributable Earnings | | Total
Net
Assets |
Number
of Shares | | Par
Value | |
| Balance, December 31, 2022 | 52,900,314 | | | $ | 53 | | | $ | 1,076,497 | | | $ | 10,753 | | | $ | 1,087,303 | |
| Three Months Ended March 31, 2024 | | Three Months Ended March 31, 2024 | Common Stock | | Additional
Paid-In
Capital | | Total Distributable Earnings | | Total
Net
Assets |
| | Balance, December 31, 2023 | |
| Balance, December 31, 2023 | |
| Balance, December 31, 2023 | |
| Net investment income | Net 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 plan | Purchases 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/distributions | Dividends/distributions | 16,195 | | | — | | | 334 | | | (27,227) | | | (26,893) | |
| Issuance of common stock | Issuance of common stock | 874,911 | | | 1 | | | 18,038 | | | — | | | 18,039 | |
| | Balance, March 31, 2023 | 53,790,939 | | | $ | 54 | | | $ | 1,094,859 | | | $ | 24,053 | | | $ | 1,118,966 | |
| Balance, March 31, 2024 | |
| | Balance, March 31, 2024 | |
| | Balance, March 31, 2024 | |
See accompanying notes.
Barings Private Credit Corporation
Unaudited Consolidated Statements of Cash Flows
(in thousands)
| | Three Months
Ended | | Three Months Ended |
| March 31, 2023 | | March 31, 2022 |
| Three Months Ended | | | Three Months Ended |
| March 31, 2024 | | | March 31, 2024 | | March 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 operations | Net 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 investments | Purchases 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 investments | Repayments received / sales of portfolio investments | 83,551 | | | 10,523 | |
| | Loan origination and other fees received | Loan origination and other fees received | 3,580 | | | 4,752 | |
| | Loan origination and other fees received | |
| | Loan origination and other fees received | |
| Net realized (gain) loss on investments | Net realized (gain) loss on investments | 1,177 | | | 143 | |
| Net realized (gain) loss on foreign currency transactions | Net realized (gain) loss on foreign currency transactions | 21,207 | | | (414) | |
| Net realized (gain) loss on forward currency contracts | |
| Net unrealized (appreciation) depreciation on investments | Net unrealized (appreciation) depreciation on investments | (13,777) | | | (8,160) | |
| Net unrealized (appreciation) depreciation on foreign currency transactions | Net unrealized (appreciation) depreciation on foreign currency transactions | (16,469) | | | (3,460) | |
| Net unrealized (appreciation) depreciation on forward currency contracts | |
| Payment-in-kind interest / dividends | Payment-in-kind interest / dividends | 2,394 | | | 1,396 | |
| Amortization of deferred financing fees | Amortization of deferred financing fees | 369 | | | 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 fees | Accretion of loan origination and other fees | (2,603) | | | (1,554) | |
| Amortization / accretion of purchased loan premium / discount | Amortization / accretion of purchased loan premium / discount | (202) | | | (11) | |
| Payments for derivative contracts | Payments for derivative contracts | (24,609) | | | (686) | |
| Proceeds from derivative contracts | Proceeds from derivative contracts | 3,214 | | | 1,643 | |
| Changes in operating assets and liabilities: | Changes in operating assets and liabilities: | |
| Interest and fees receivable | Interest and fees receivable | (16,584) | | | (12,595) | |
| Interest and fees receivable | |
| Interest and fees receivable | |
| Prepaid expenses and other assets | Prepaid expenses and other assets | 103 | | | (96) | |
| Accounts payable and accrued liabilities | Accounts payable and accrued liabilities | (4,535) | | | 578 | |
| | Interest payable | Interest payable | 2,916 | | | (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 activities | Net cash provided by (used in) operating activities | (148,402) | | | (219,087) | |
| Cash flows from financing activities: | Cash flows from financing activities: | |
| Borrowings under credit facilities | Borrowings under credit facilities | 64,000 | | | 194,301 | |
| Borrowings under credit facilities | |
| Borrowings under credit facilities | |
| Repayments under credit facilities | Repayments under credit facilities | — | | | (55,000) | |
| | Repayments of debt securitization | |
| Repayments of debt securitization | |
| Repayments of debt securitization | |
| | Proceeds from secured borrowings | Proceeds from secured borrowings | 38,601 | | | — | |
| Proceeds from secured borrowings | |
| Proceeds from secured borrowings | |
| | Financing fees paid | |
| Financing fees paid | |
| Financing fees paid | Financing fees paid | (1,526) | | | (1,023) | |
| Issuance of common stock | Issuance of common stock | 18,039 | | | 3,251 | |
| Cash dividends / distributions paid | Cash dividends / distributions paid | (26,893) | | | (16,972) | |
| Purchases of shares in repurchase plan | Purchases of shares in repurchase plan | (10) | | | — | |
| Net cash provided by (used in) financing activities | Net cash provided by (used in) financing activities | 92,211 | | | 124,557 | |
| Net increase (decrease) in cash and foreign currencies | Net increase (decrease) in cash and foreign currencies | (56,191) | | | (94,530) | |
| Cash and foreign currencies, beginning of period | Cash and foreign currencies, beginning of period | 91,441 | | | 123,503 | |
| Cash and foreign currencies, end of period | Cash 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 interest | Cash paid for interest | $ | 14,805 | | | $ | 5,208 | |
| Cash paid for interest | |
| Cash paid for interest | |
| Excise taxes paid during the period | Excise 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 issuances | Dividends/distributions paid through DRIP share issuances | $ | 334 | | | $ | 126 | |
| | Share repurchases payable | |
| Share repurchases payable | |
| Share repurchases payable | |
See accompanying notes.
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments
March 31, 20232024
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Non–Control / Non–Affiliate Investments: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| 1WorldSync, Inc. | | IT Consulting & Other Services | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.8% Cash | | 05/21 | | 07/25 | | $ | 10,868 | | | $ | 10,814 | | | $ | 10,868 | | | 1.0 | % | | (5) (6) (7) (19) |
| | | | | | | | | | 10,868 | | | 10,814 | | | 10,868 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| A.T. Holdings II LTD | | Other Financial | | First Lien Senior Secured Term Loan | | 14.3% Cash | | 11/22 | | 09/29 | | 15,000 | | | 15,000 | | | 15,000 | | | 1.3 | % | | (3) (6) (33) |
| | | | | | | | | | 15,000 | | | 15,000 | | | 15,000 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Accelerant Holdings | | Banking, Finance, Insurance & Real Estate | | Class A Convertible Preferred Equity (5,000 shares) | | N/A | | 01/22 | | N/A | | | | 5,000 | | | 5,523 | | | 0.5 | % | | (6) (31) (33) |
| | Class B Convertible Preferred Equity (1,667 shares) | | N/A | | 12/22 | | N/A | | | | 1,667 | | | 1,735 | | | 0.2 | % | | (6) (31) (33) |
| | | | | | | | | | | | 6,667 | | | 7,258 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Acclime Holdings HK Limited | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.50%, 11.3% Cash | | 08/21 | | 08/27 | | 2,335 | | | 2,273 | | | 2,281 | | | 0.2 | % | | (3) (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.75%, 11.6% Cash | | 08/21 | | 07/27 | | 5,165 | | | 5,054 | | | 5,045 | | | 0.5 | % | | (3) (5) (6) (7) (10) |
| | | | | | | | | | 7,500 | | | 7,327 | | | 7,326 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Accurus Aerospace Corporation | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.8% Cash | | 04/22 | | 03/28 | | 13,289 | | | 13,116 | | | 12,731 | | | 1.1 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 10.5% Cash | | 04/22 | | 03/28 | | 830 | | | 812 | | | 772 | | | 0.1 | % | | (6) (7) (8) (33) |
| | Common Stock (262,573.98 shares) | | N/A | | 04/22 | | N/A | | | | 263 | | | 197 | | | — | % | | (6) (31) (33) |
| | | | | | | | | | 14,119 | | | 14,191 | | | 13,700 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Acogroup | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 7.5% Cash | | 03/22 | | 10/26 | | 27,900 | | | 27,665 | | | 25,752 | | | 2.3 | % | | (3) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 7.5% Cash | | 05/21 | | 10/26 | | 1,304 | | | 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 Services | | First Lien Senior Secured Term Loan | | BBSY + 5.75%, 9.1% Cash | | 05/21 | | 03/25 | | 686 | | | 793 | | | 679 | | | 0.1 | % | | (3) (5) (6) (7) (17) |
| | | | | | | | | 686 | | | 793 | | | 679 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Air Comm Corporation, LLC | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.5% Cash | | 06/21 | | 07/27 | | 24,697 | | | 24,327 | | | 24,445 | | | 2.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 24,697 | | | 24,327 | | | 24,445 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| AIT Worldwide Logistics Holdings, Inc. | | Transportation Services | | Second Lien Senior Secured Term Loan | | LIBOR + 7.50%, 12.7% Cash | | 05/21 | | 04/29 | | 7,220 | | | 7,087 | | | 6,996 | | | 0.6 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 7,220 | | | 7,087 | | | 6,996 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| AlliA Insurance Brokers NV | | Insurance | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.3% Cash | | 3/23 | | 3/30 | | 3,041 | | | 2,864 | | | 2,901 | | | 0.3 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 3,041 | | | 2,864 | | | 2,901 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Amalfi Midco | | Healthcare | | Subordinated Loan Notes | | LIBOR + 2.00%, 7.0% Cash, 9.0% PIK | | 09/22 | | 09/28 | | 4,917 | | | 4,450 | | | 4,322 | | | 0.4 | % | | (3) (6) (9) (33) |
| | Class B Common Stock (93,165,208 shares) | | N/A | | 09/22 | | N/A | | | | 1,040 | | | 1,152 | | | 0.1 | % | | (3) (6) (31) (33) |
| | Warrants (380,385 units) | | N/A | | 09/22 | | N/A | | | | 4 | | | 621 | | | 0.1 | % | | (3) (6) (31) (33) |
| | | | | | | | | | 4,917 | | | 5,494 | | | 6,095 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Amtech LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 9.9% Cash | | 11/21 | | 11/27 | | 2,693 | | | 2,622 | | | 2,645 | | | 0.2 | % | | (5) (6) (7) (8) |
| Revolver | | LIBOR + 5.25%, 9.9% Cash | | 11/21 | | 11/27 | | | | (7) | | | (5) | | | — | % | | (6) (7) (8) (33) |
| | | | | | | | | 2,693 | | | 2,615 | | | 2,640 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Non–Control / Non–Affiliate Investments: | | | | | | | | | | | | | | | | |
| 1WorldSync, Inc. | | IT Consulting & Other Services | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.2% Cash | | 05/21 | | 07/25 | | $ | 10,756 | | | $ | 10,725 | | | $ | 10,756 | | | 0.7 | % | | (5) (6) (7) (8) (17) |
| | | | | | | | | | 10,756 | | | 10,725 | | | 10,756 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| A.T. Holdings II LTD | | Other Financial | | First Lien Senior Secured Term Loan | | 14.3% Cash | | 11/22 | | 09/29 | | 15,000 | | | 15,000 | | | 13,380 | | | 0.8 | % | | (3) (7) (28) |
| | | | | | | | | | 15,000 | | | 15,000 | | | 13,380 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Accelerant Holdings | | Banking, Finance, Insurance & Real Estate | | Class A Convertible Preferred Equity (5,000 shares) | | N/A | | 01/22 | | N/A | | | | 5,000 | | | 5,979 | | | 0.4 | % | | (7) (26) (28) |
| | Class B Convertible Preferred Equity (1,651 shares) | | N/A | | 12/22 | | N/A | | | | 1,667 | | | 2,031 | | | 0.1 | % | | (7) (26) (28) |
| | | | | | | | | | | | 6,667 | | | 8,010 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Acclime Holdings HK Limited | | Business Services | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.6% Cash | | 08/21 | | 08/27 | | 7,500 | | | 7,360 | | | 7,440 | | | 0.5 | % | | (3) (5) (7) (8) (17) |
| | | | | | | | | | 7,500 | | | 7,360 | | | 7,440 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Accurus Aerospace Corporation | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.7% Cash | | 04/22 | | 04/28 | | 13,189 | | | 13,046 | | | 12,846 | | | 0.8 | % | | (5) (7) (8) (16) |
| | Revolver | | SOFR + 5.25%, 10.7% Cash | | 04/22 | | 04/28 | | 1,106 | | | 1,092 | | | 1,070 | | | 0.1 | % | | (7) (8) (16) (28) (29) |
| | Common Stock (262,573.98 shares) | | N/A | | 04/22 | | N/A | | | | 263 | | | 257 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 14,295 | | | 14,401 | | | 14,173 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Acogroup | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 4.65%, 8.6% Cash, 2.3% PIK | | 05/21 | | 10/26 | | 1,296 | | | 1,447 | | | 1,102 | | | 0.1 | % | | (3) (5) (7) (8) (10) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 4.65%, 8.6% Cash, 2.3% PIK | | 03/22 | | 10/26 | | 28,292 | | | 28,373 | | | 24,048 | | | 1.5 | % | | (3) (7) (8) (10) (28) |
| | | | | | | | | | 29,588 | | | 29,820 | | | 25,150 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| AD Bidco, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 03/24 | | 03/30 | | 14,547 | | | 14,061 | | | 14,057 | | | 0.9 | % | | (5) (7) (8) (16) (29) |
| | Revolver | | SOFR + 6.25%, 11.6% Cash | | 03/24 | | 03/30 | | — | | | (46) | | | (47) | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 14,547 | | | 14,015 | | | 14,010 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Adhefin International | | Industrial Other | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 05/23 | | 05/30 | | 1,790 | | | 1,762 | | | 1,755 | | | 0.1 | % | | (3) (7) (8) (10) (28) (29) |
| | Subordinated Term Loan | | EURIBOR + 10.5% PIK, 14.4% PIK | | 05/23 | | 11/30 | | 300 | | | 297 | | | 294 | | | — | % | | (3) (7) (8) (10) (28) |
| | | | | | | | | | 2,090 | | | 2,059 | | | 2,049 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Aesthetics Australia Group Pty Ltd (Laser Clinics Australia Group) | | Health Care Services | | First Lien Senior Secured Term Loan | | BBSY + 6.25%, 10.2% Cash | | 05/21 | | 03/28 | | 668 | | | 793 | | | 651 | | | — | % | | (3) (5) (7) (8) (14) |
| | | | | | | | | 668 | | | 793 | | | 651 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Air Comm Corporation, LLC | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.3% Cash | | 06/21 | | 07/27 | | 24,445 | | | 24,163 | | | 24,348 | | | 1.5 | % | | (5) (6) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.7% Cash | | 06/21 | | 07/27 | | 1,290 | | | 1,259 | | | 1,290 | | | 0.1 | % | | (7) (8) (16) (28) |
| | | | | | | | | | 25,735 | | | 25,422 | | | 25,638 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| AirX Climate Solutions, Inc. | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.7% Cash | | 11/23 | | 11/29 | | 9,174 | | | 8,838 | | | 8,866 | | | 0.5 | % | | (5) (7) (8) (16) (29) |
| | Revolver | | SOFR + 6.25%, 11.7% Cash | | 11/23 | | 11/29 | | 355 | | | 306 | | | 311 | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 9,529 | | | 9,144 | | | 9,177 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| AIT Worldwide Logistics Holdings, Inc. | | Transportation Services | | Second Lien Senior Secured Term Loan | | SOFR + 7.50%, 12.9% Cash | | 05/21 | | 04/29 | | 7,220 | | | 7,105 | | | 7,179 | | | 0.4 | % | | (5) (7) (8) (15) |
| | | | | | | | | | 7,220 | | | 7,105 | | | 7,179 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| AlliA Insurance Brokers NV | | Insurance | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.9% Cash | | 03/23 | | 03/30 | | 3,469 | | | 3,324 | | | 3,469 | | | 0.2 | % | | (3) (5) (7) (8) (10) (29) |
| | | | | | | | | | 3,469 | | | 3,324 | | | 3,469 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | Portfolio Company | Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes | Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Amalfi Midco | | Amalfi Midco | | Healthcare | | Subordinated Loan Notes | | 2.0% Cash, 9.0% PIK | | 09/22 | | 09/28 | | $ | 5,488 | | | $ | 4,901 | | | $ | 4,841 | | | 0.3 | % | | (3) (7) (28) |
| | | Class B Common Stock (93,165,208 shares) | | N/A | | 09/22 | | N/A | | | | 1,040 | | | 1,177 | | | 0.1 | % | | (3) (7) (26) (28) |
| | | Warrants (380,385 units) | | N/A | | 09/22 | | N/A | | | | 4 | | | 644 | | | — | % | | (3) (7) (26) (28) |
| | Americo Chemical Products, LLC | |
| | | | Americo Chemical Products, LLC | | Americo Chemical Products, LLC | | Chemicals | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 04/23 | | 04/29 | | 2,764 | | | 2,703 | | | 2,764 | | | 0.2 | % | | (7) (8) (15) (28) |
| Americo Chemical Products, LLC | | | Revolver | | SOFR + 5.50%, 10.8% Cash | | 04/23 | | 04/29 | | — | | | (30) | | | — | | | — | % | | (7) (8) (15) (28) (29) |
| | | Common Stock (262,093 shares) | | N/A | | 04/23 | | N/A | | | | 262 | | | 278 | | | — | % | | (7) (26) |
| | Amtech LLC | |
| | | | Amtech LLC | | Amtech LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 11/21 | | 11/27 | | 3,577 | | | 3,532 | | | 3,506 | | | 0.2 | % | | (5) (7) (8) (16) |
| Amtech LLC | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 03/24 | | 11/28 | | 6,280 | | | 6,154 | | | 6,154 | | | 0.4 | % | | (5) (7) (8) (16) |
| | Revolver | | SOFR + 5.75%, 11.1% Cash | | 11/21 | | 11/27 | | 118 | | | 103 | | | 99 | | | — | % | | (7) (8) (16) (28) (29) |
| | AnalytiChem Holding GmbH | |
| | | | AnalytiChem Holding GmbH | | Chemicals | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 9.6% Cash | | 11/21 | | 10/28 | | $ | 1,338 | | | $ | 1,424 | | | $ | 1,290 | | | 0.1 | % | | (3) (5) (6) (7) (16) | AnalytiChem Holding GmbH | | Chemicals | | First Lien Senior Secured Term Loan | | BBSY + 6.25%, 10.6% Cash | | 11/21 | | 10/28 | | 1,303 | | | 1,424 | | 1,424 | | | 1,284 | | 1,284 | | | 0.1 | | 0.1 | % | | (3) (5) (7) (8) (13) |
| First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.2% Cash | | 11/21 | | 10/28 | | 6,799 | | | 6,851 | | | 6,554 | | | 0.6 | % | | (3) (5) (6) (7) (12) | | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.2% Cash | | 11/21 | | 10/28 | | 6,758 | | | 6,872 | | 6,872 | | | 6,659 | | 6,659 | | | 0.4 | | 0.4 | % | | (3) (5) (7) (8) (10) |
| First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.2% Cash | | 04/22 | | 10/28 | | 7,367 | | | 7,245 | | | 7,102 | | | 0.6 | % | | (3) (5) (6) (7) (12) | | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.2% Cash | | 04/22 | | 10/28 | | 7,323 | | | 7,269 | | 7,269 | | | 7,216 | | 7,216 | | | 0.4 | | 0.4 | % | | (3) (5) (7) (8) (10) |
| First Lien Senior Secured Term Loan | | EURIBOR + 7.00%, 9.2% Cash | | 01/23 | | 10/28 | | 2,261 | | | 2,142 | | | 2,193 | | | 0.2 | % | | (3) (5) (6) (7) (12) | | | First Lien Senior Secured Term Loan | | EURIBOR + 7.00%, 11.1% Cash | | 01/23 | | 10/28 | | 2,247 | | | 2,152 | | 2,152 | | | 2,238 | | 2,238 | | | 0.1 | | 0.1 | % | | (3) (5) (7) (8) (10) |
| AnalytiChem Holding GmbH | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.9% Cash | | 06/22 | | 10/28 | | 1,283 | | | 1,283 | | | 1,237 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.2% Cash | | 11/21 | | 10/28 | | 951 | | | 951 | | | 917 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| Revolver | | EURIBOR + 6.00%, 8.2% Cash | | 04/22 | | 10/23 | | (4) | | | (17) | | | — | % | | (3) (6) (7) (12) (33) |
| 19,999 | | | 19,892 | | | 19,276 | | |
| AnalytiChem Holding GmbH | | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 11/21 | | 10/28 | | 951 | | | 951 | | | 937 | | | 0.1 | % | | (3) (5) (7) (8) (16) |
| | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 06/22 | | 10/28 | | 1,283 | | | 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 Software | | First Lien Senior Secured Term Loan | | LIBOR + 7.25%, 12.1% Cash | | 05/21 | | 02/25 | | 1,414 | | | 1,411 | | | 1,152 | | | 0.1 | % | | (5) (6) (7) (8) | Anju Software, Inc. | | Application Software | | Super Senior Secured Term Loan | | 10.0% PIK | | 10/23 | | 06/25 | | 97 | | | 92 | | 92 | | | 91 | | 91 | | | — | | — | % | | (5) (7) (29) |
| 1,414 | | | 1,411 | | | 1,152 | | | | | First Lien Senior Secured Term Loan | | 8.0% PIK | | 05/21 | | 06/25 | | 1,410 | | | 1,409 | | 1,409 | | | 288 | | 288 | | | — | | — | % | | (5) (7) (27) |
| Anju Software, Inc. | |
| | | APC1 Holding | |
| | APC1 Holding | APC1 Holding | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.0% Cash | | 07/22 | | 07/29 | | 2,499 | | | 2,306 | | | 2,446 | | | 0.2 | % | | (3) (5) (6) (7) (12) | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | EURIBOR + 5.45%, 9.4% Cash | | 07/22 | | 07/29 | | 2,484 | | | 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 Limited | Apex Bidco Limited | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 10.0% Cash | | 05/21 | | 01/27 | | 418 | | | 471 | | | 418 | | | — | % | | (3) (5) (6) (7) (22) |
| | Apex Bidco Limited | |
| | Apex Bidco Limited | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 10.9% Cash | | 05/21 | | 01/27 | | 427 | | | 472 | | | 427 | | | — | % | | (3) (5) (7) (8) (18) |
| Apex Bidco Limited | | | | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 11.7% Cash | | 10/23 | | 01/27 | | 873 | | | 820 | | | 873 | | | 0.1 | % | | (3) (5) (7) (8) (18) |
| Apex Bidco Limited | | Business Equipment & Services | | 418 | | | 471 | | | 418 | | |
| | APOG Bidco Pty Ltd | APOG Bidco Pty Ltd | | Healthcare | | Second Lien Senior Secured Term Loan | | BBSY + 7.25%, 10.9% Cash | | 04/22 | | 03/30 | | 1,086 | | | 1,191 | | | 1,055 | | | 0.1 | % | | (3) (5) (6) (7) (15) |
| | APOG Bidco Pty Ltd | APOG Bidco Pty Ltd | | Healthcare | | 1,086 | | | 1,191 | | | 1,055 | | |
| | APOG Bidco Pty Ltd | | | Healthcare | | Second Lien Senior Secured Term Loan | | BBSY + 7.25%, 11.8% Cash | | 04/22 | | 03/30 | | 1,058 | | | 1,194 | | | 1,050 | | | 0.1 | % | | (3) (5) (7) (8) (12) |
| | Aptus 1829. GmbH | |
| | | | Aptus 1829. GmbH | Aptus 1829. GmbH | | Chemicals, Plastics, and Rubber | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.3% Cash | | 09/21 | | 09/27 | | 2,507 | | | 2,650 | | | 2,139 | | | 0.2 | % | | (3) (5) (6) (7) (13) | Aptus 1829. GmbH | | Chemicals, Plastics, and Rubber | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash, 1.5% PIK | | 09/21 | | 09/27 | | 2,362 | | | 2,519 | | 2,519 | | | 2,066 | | 2,066 | | | 0.1 | | 0.1 | % | | (3) (5) (7) (8) (11) |
| Preferred Stock (14 shares) | | N/A | | 09/21 | | N/A | | 12 | | | — | | | — | % | | (3) (6) (31) (33) | Aptus 1829. GmbH | | | Preferred Stock (14 shares) | | N/A | | 09/21 | | N/A | | | | 122 | | | 5 | | 5 | | | — | | — | % | | (3) (7) (26) (28) |
| Common Stock (49 shares) | | N/A | | 09/21 | | N/A | | 122 | | | 22 | | | — | % | | (3) (6) (31) (33) | | | Common Stock (49 shares) | | N/A | | 09/21 | | N/A | | | | 12 | | | — | | — | | | — | | — | % | | (3) (7) (26) (28) |
| 2,507 | | | 2,784 | | | 2,161 | | |
| | Apus Bidco Limited | Apus Bidco Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 9.7% Cash | | 05/21 | | 03/28 | | 1,175 | | | 1,311 | | | 1,148 | | | 0.1 | % | | (3) (5) (6) (7) (23) |
| | Apus Bidco Limited | Apus Bidco Limited | | Banking, Finance, Insurance & Real Estate | | 1,175 | | | 1,311 | | | 1,148 | | |
| | AQA Acquisition Holding Inc | | High Tech Industries | | Second Lien Senior Secured Term Loan | | LIBOR + 7.50%, 12.5% Cash | | 05/21 | | 03/29 | | 7,460 | | | 7,292 | | | 7,237 | | | 0.6 | % | | (5) (6) (7) (9) |
| 7,460 | | | 7,292 | | | 7,237 | | |
| Apus Bidco Limited | | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 10.9% Cash | | 05/21 | | 03/28 | | 1,201 | | | 1,316 | | | 1,193 | | | 0.1 | % | | (3) (5) (7) (8) (18) |
| | | Aquavista Watersides 2 LTD | | Transportation Services | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 8.9% Cash | | 12/21 | | 12/28 | | 2,890 | | | 2,991 | | | 2,746 | | | 0.2 | % | | (3) (5) (6) (7) (23) |
| Second Lien Senior Secured Term Loan | | SONIA + 10.5% PIK | | 12/21 | | 12/28 | | 717 | | | 750 | | | 685 | | | 0.1 | % | | (3) (6) (7) (23) (33) |
| 3,607 | | | 3,741 | | | 3,431 | | |
| | Arc Education | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.8% Cash | | 07/22 | | 07/29 | | 6,258 | | | 5,595 | | | 6,066 | | | 0.5 | % | | (3) (5) (6) (7) (12) |
| 6,258 | | | 5,595 | | | 6,066 | | |
| | Archimede | | Consumer Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.3% Cash | | 05/21 | | 10/27 | | 14,667 | | | 14,249 | | | 14,389 | | | 1.3 | % | | (3) (5) (6) (7) (12) |
| 14,667 | | | 14,249 | | | 14,389 | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | Portfolio Company | Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes | Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| AQA Acquisition Holding Inc | | AQA Acquisition Holding Inc | | High Tech Industries | | Second Lien Senior Secured Term Loan | | SOFR + 7.50%, 12.9% Cash | | 05/21 | | 03/29 | | $ | 7,460 | | | $ | 7,315 | | | $ | 7,460 | | | 0.5 | % | | (5) (7) (8) (16) |
| | Aquavista Watersides 2 LTD | |
| | | Aquavista Watersides 2 LTD | | Aquavista Watersides 2 LTD | | Transportation Services | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 11.2% Cash | | 12/21 | | 12/28 | | 2,953 | | | 3,015 | | | 2,710 | | | 0.2 | % | | (3) (5) (7) (8) (19) (29) |
| | | Second Lien Senior Secured Term Loan | | SONIA + 10.5% PIK, 15.7% PIK | | 12/21 | | 12/28 | | 847 | | | 867 | | | 799 | | | — | % | | (3) (7) (8) (19) (28) |
| | Arc Education | |
| | Arc Education | |
| | Arc Education | | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.6% Cash | | 07/22 | | 07/29 | | 2,569 | | | 2,400 | | | 2,515 | | | 0.2 | % | | (3) (5) (7) (8) (10) (29) |
| | Archimede | |
| | Archimede | |
| | Archimede | | | Consumer Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 05/21 | | 10/27 | | 14,580 | | | 14,829 | | | 14,144 | | | 0.9 | % | | (3) (5) (7) (8) (10) |
| | Argus Bidco Limited | |
| | | | Argus Bidco Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.5% Cash | | 07/22 | | 07/29 | | $ | 899 | | | $ | 832 | | | $ | 877 | | | 0.1 | % | | (3) (5) (6) (7) (12) | Argus Bidco Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 10.7% Cash | | 07/22 | | 07/29 | | 628 | | | 623 | | 623 | | | 600 | | 600 | | | — | | — | % | | (3) (5) (7) (8) (10) |
| First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.5% Cash | | 08/22 | | 07/29 | | 1,937 | | | 1,823 | | | 1,890 | | | 0.2 | % | | (3) (5) (6) (7) (12) | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 10.7% Cash | | 08/22 | | 07/29 | | 1,957 | | | 1,854 | | 1,854 | | | 1,871 | | 1,871 | | | 0.1 | | 0.1 | % | | (3) (5) (7) (8) (10) |
| First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.5% Cash | | 09/22 | | 07/29 | | 666 | | | 615 | | | 650 | | | 0.1 | % | | (3) (5) (6) (7) (12) | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 10.7% Cash | | 09/22 | | 07/29 | | 672 | | | 626 | | 626 | | | 643 | | 643 | | | — | | — | % | | (3) (5) (7) (8) (10) |
| First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.3% Cash | | 07/22 | | 07/29 | | 259 | | | 253 | | | 253 | | | — | % | | (3) (5) (6) (7) (19) | | First Lien Senior Secured Term Loan | | SOFR + 4.00%, 9.3% Cash, 3.3% PIK | | 07/22 | | 07/29 | | 268 | | | 262 | | 262 | | | 256 | | 256 | | | — | | — | % | | (3) (5) (7) (8) (16) |
| First Lien Senior Secured Term Loan | | SONIA + 6.50%, 10.7% Cash | | 07/22 | | 07/29 | | 3,287 | | | 3,038 | | | 3,164 | | | 0.3 | % | | (3) (5) (6) (7) (22) | | First Lien Senior Secured Term Loan | | SONIA + 6.75%, 11.9% Cash | | 07/22 | | 07/29 | | — | | | (14) | | (14) | | | (32) | | (32) | | | — | | — | % | | (3) (5) (7) (8) (18) (29) |
| First Lien Senior Secured Term Loan | | 10.5% PIK | | 07/22 | | 07/29 | | 1,093 | | | 1,023 | | | 1,069 | | | 0.1 | % | | (3) (6) (33) | | Second Lien Senior Secured Term Loan | | 10.5% PIK | | 07/22 | | 07/29 | | 1,612 | | | 1,517 | | 1,517 | | | 1,515 | | 1,515 | | | 0.1 | | 0.1 | % | | (3) (5) (7) (28) |
| Argus Bidco Limited | | Preferred Stock (83,120 shares) | | 10.0% PIK | | 07/22 | | N/A | | 103 | | | 105 | | | — | % | | (3) (6) (33) |
| Equity Loan Notes (83,120 units) | | 10.0% PIK | | 07/22 | | N/A | | 103 | | | 105 | | | — | % | | (3) (6) (33) |
| Common Stock (929 shares) | | N/A | | 07/22 | | N/A | | 1 | | | — | | | — | % | | (3) (6) (31) (33) |
| 8,141 | | | 7,791 | | | 8,113 | | |
| Argus Bidco Limited | | Preferred Stock (83,120 shares) | | 10.0% PIK | | First Lien Senior Secured Term Loan | | 10.0% PIK | | 07/22 | | N/A | | | | 114 | | | 92 | | | — | % | | (3) (7) (28) |
| | Equity Loan Notes (83,120 units) | | 10.0% PIK | | 07/22 | | N/A | | | | 114 | | | 92 | | | — | % | | (3) (7) (28) |
| | Common Stock (929 shares) | | N/A | | 07/22 | | N/A | | | | 1 | | | — | | | — | % | | (3) (7) (26) (28) |
| | | | Armstrong Transport Group (Pele Buyer, LLC) | |
| | Armstrong Transport Group (Pele Buyer, LLC) | | Air Freight & Logistics | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 9.7% Cash | | 10/22 | | 06/24 | | 5,960 | | | 5,861 | | | 5,846 | | | 0.5 | % | | (5) (6) (7) (20) | | Air Freight & Logistics | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 11.4% Cash | | 05/21 | | 12/25 | | 3,927 | | | 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 Loan | | LIBOR + 5.50%, 10.0% Cash | | 05/21 | | 06/24 | | 4,020 | | | 3,983 | | | 3,952 | | | 0.4 | % | | (5) (6) (7) (9) | | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 11.4% Cash | | 10/22 | | 12/25 | | 5,779 | | | 5,761 | | 5,761 | | | 5,519 | | 5,519 | | | 0.3 | | 0.3 | % | | (6) (7) (8) (16) |
| 9,980 | | | 9,844 | | | 9,798 | | |
| | ASC Communications, LLC | ASC Communications, LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.9% Cash | | 07/22 | | 07/27 | | 12,128 | | | 11,947 | | | 11,971 | | | 1.1 | % | | (5) (6) (7) (18) |
| | | | ASC Communications, LLC | | ASC Communications, LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SOFR + 4.85%, 10.2% Cash | | 07/22 | | 07/27 | | 4,242 | | | 4,194 | | | 4,242 | | | 0.3 | % | | (5) (7) (8) (15) |
| ASC Communications, LLC | | | Revolver | | SOFR + 4.75%, 10.1% Cash | | 07/22 | | 07/27 | | — | | | (7) | | | — | | | — | % | | (7) (8) (15) (28) (29) |
| ASC Communications, LLC | | Media & Entertainment | | Class A Units (15,285.8 units) | | N/A | | 07/22 | | N/A | | 321 | | | 408 | | | — | % | | (6) (33) | | | Class A Units (15,285.8 units) | | N/A | | 07/22 | | N/A | | | | 321 | | | 447 | | 447 | | | — | | — | % | | (7) |
| 12,128 | | | 12,268 | | | 12,379 | | |
| | ASPEQ Heating Group LLC | | Building Products, Air & Heating | | First Lien Senior Secured Term Loan | | SOFR + 4.25%, 9.2% Cash | | 05/21 | | 11/25 | | 1,593 | | | 1,585 | | | 1,593 | | | 0.1 | % | | (5) (6) (7) (18) |
| 1,593 | | | 1,585 | | | 1,593 | | |
| Astra Bidco Limited | |
| | Astra Bidco Limited | |
| | Astra Bidco Limited | Astra Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 9.9% Cash | | 11/21 | | 11/28 | | 2,449 | | | 2,557 | | | 2,393 | | | 0.2 | % | | (3) (5) (6) (7) (22) | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 10.4% Cash | | 11/21 | | 11/28 | | 2,991 | | | 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. | | Transportation | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 9.9% Cash | | 11/22 | | 11/28 | | 12,469 | | | 12,172 | | | 12,219 | | | 1.1 | % | | (5) (6) (7) (19) | ATL II MRO Holdings Inc. | | Transportation | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 11/22 | | 11/28 | | 20,009 | | | 19,548 | | 19,548 | | | 19,509 | | 19,509 | | | 1.2 | | 1.2 | % | | (5) (7) (8) (16) |
| Revolver | | SOFR + 5.50%, 9.9% Cash | | 11/22 | | 11/28 | | — | | | (59) | | | (50) | | | — | % | | (6) (7) (19) (33) | | | Revolver | | SOFR + 5.75%, 11.1% Cash | | 11/22 | | 11/28 | | — | | | (50) | | (50) | | | (63) | | (63) | | | — | | — | % | | (7) (8) (16) (28) (29) |
| 12,469 | | | 12,113 | | | 12,169 | | |
| | Audio Precision, Inc. | Audio Precision, Inc. | | High Tech Industries | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.2% Cash | | 05/21 | | 10/24 | | 2,713 | | | 2,995 | | | 2,658 | | | 0.2 | % | | (5) (6) (7) (12) |
| | | | Audio Precision, Inc. | Audio Precision, Inc. | | High Tech Industries | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 10.2% Cash | | 05/21 | | 10/24 | | 4,918 | | | 4,888 | | | 4,820 | | | 0.4 | % | | (5) (6) (7) (9) | | High Tech Industries | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash | | 05/21 | | 10/24 | | 7,543 | | | 7,838 | | 7,838 | | | 7,317 | | 7,317 | | | 0.4 | | 0.4 | % | | (5) (6) (7) (8) (16) |
| 7,631 | | | 7,883 | | | 7,478 | | |
| | Auxi International | Auxi International | | Commercial Finance | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 8.1% Cash | | 05/21 | | 12/26 | | 326 | | | 358 | | | 285 | | | — | % | | (3) (5) (6) (7) (13) |
| | Auxi International | Auxi International | | Commercial Finance | | 326 | | | 358 | | | 285 | | |
| | Avalign Holdings, Inc. | | Health Care Supplies | | First Lien Senior Secured Term Loan | | SOFR + 4.50%, 9.5% Cash | | 05/21 | | 12/25 | | 1,786 | | | 1,783 | | | 1,705 | | | 0.2 | % | | (5) (6) (7) (18) |
| 1,786 | | | 1,783 | | | 1,705 | | |
| Auxi International | | | Commercial Finance | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.2% Cash | | 05/21 | | 12/26 | | 324 | | | 359 | | | 300 | | | — | % | | (3) (5) (7) (8) (11) |
| | | Avance Clinical Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 4.50%, 8.3% Cash | | 11/21 | | 11/27 | | 2,758 | | | 2,825 | | | 2,673 | | | 0.2 | % | | (3) (5) (6) (7) (17) |
| 2,758 | | | 2,825 | | | 2,673 | | |
| | AWP Group Holdings, Inc. | | Business Services | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 9.9% Cash | | 05/21 | | 12/27 | | 1,465 | | | 1,446 | | | 1,446 | | | 0.1 | % | | (5) (6) (7) (19) |
| 1,465 | | | 1,446 | | | 1,446 | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | Portfolio Company | Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes | Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Azalea Buyer, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 10.1% Cash | | 11/21 | | 11/27 | | $ | 4,548 | | | $ | 4,460 | | | $ | 4,487 | | | 0.4 | % | | (5) (6) (7) (9) |
| Revolver | | LIBOR + 5.25%, 10.1% Cash | | 11/21 | | 11/27 | | — | | | (8) | | | (5) | | | — | % | | (6) (7) (9) (33) |
| Subordinated Term Loan | | 12.0% PIK | | 11/21 | | 05/28 | | 1,474 | | | 1,453 | | | 1,447 | | | 0.1 | % | | (6) (33) |
| Common Stock (192,307.7 shares) | | N/A | | 11/21 | | N/A | | 192 | | | 172 | | | — | % | | (6) (31) (33) |
| Avance Clinical Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 5.00%, 9.4% Cash | | 11/21 | | 11/27 | | $ | 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 Services | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 05/21 | | 12/29 | | 1,925 | | | 1,897 | | | 1,914 | | | 0.1 | % | | (6) (7) (8) (16) (28) (29) |
| | Azalea Buyer, Inc. | Azalea Buyer, Inc. | | Technology | | 6,022 | | | 6,097 | | | 6,101 | | |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 7.8% Cash | | 11/21 | | 11/28 | | 2,825 | | | 2,859 | | | 2,794 | | | 0.2 | % | | (3) (5) (6) (7) (13) |
| 2,825 | | | 2,859 | | | 2,794 | | |
| | | Azalea Buyer, Inc. | | Azalea Buyer, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.7% Cash | | 11/21 | | 11/27 | | 4,819 | | | 4,749 | | | 4,819 | | | 0.3 | % | | (5) (7) (8) (16) (29) |
| | | Revolver | | SOFR + 5.25%, 10.7% Cash | | 11/21 | | 11/27 | | — | | | (6) | | | — | | | — | % | | (7) (8) (16) (28) (29) |
| | | Subordinated Term Loan | | 12.0% PIK | | 11/21 | | 05/28 | | 1,659 | | | 1,640 | | | 1,627 | | | 0.1 | % | | (7) (28) |
| | | Common Stock (192,307.7 shares) | | N/A | | 11/21 | | N/A | | | | 192 | | | 300 | | | — | % | | (7) (26) (28) |
| | Bariacum S.A. | |
| | Bariacum S.A. | |
| | Bariacum S.A. | | | Consumer Products | | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 8.6% Cash | | 11/21 | | 11/28 | | 3,780 | | | 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 Industries | | First Lien Senior Secured Term Loan | | STIBOR + 5.25%, 8.5% Cash | | 05/21 | | 07/26 | | 343 | | | 423 | | | 343 | | | — | % | | (3) (5) (6) (7) (24) | | High Tech Industries | | First Lien Senior Secured Term Loan | | STIBOR + 5.25%, 9.3% Cash | | 05/21 | | 07/26 | | 308 | | | 392 | | 392 | | | 308 | | 308 | | | — | | — | % | | (3) (5) (7) (8) (20) |
| 343 | | | 423 | | | 343 | | |
| | Bestop, Inc. | Bestop, Inc. | | Auto Parts & Equipment | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.6% Cash | | 05/21 | | 01/25 | | 3,510 | | | 3,506 | | | 3,131 | | | 0.3 | % | | (5) (6) (7) (19) |
| | Bestop, Inc. | Bestop, Inc. | | Auto Parts & Equipment | | | 3,510 | | | 3,506 | | | 3,131 | | |
| | Bestop, Inc. | | | Auto Parts & Equipment | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 05/21 | | 01/25 | | 3,314 | | | 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 Financial | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 9.3% Cash | | 10/21 | | 10/27 | | 2,545 | | | 2,502 | | | 2,495 | | | 0.2 | % | | (5) (6) (7) (8) | | Other Financial | | First Lien Senior Secured Term Loan | | SOFR + 4.50%, 9.9% Cash | | 10/21 | | 10/27 | | 2,934 | | | 2,913 | | 2,913 | | | 2,916 | | 2,916 | | | 0.2 | | 0.2 | % | | (5) (7) (8) (16) (29) |
| 2,545 | | | 2,502 | | | 2,495 | | |
| | Bidwax | Bidwax | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 8.6% Cash | | 05/21 | | 02/28 | | 4,998 | | | 5,327 | | | 4,893 | | | 0.4 | % | | (3) (5) (6) (7) (13) |
| | Bidwax | Bidwax | | Non-durable Consumer Goods | | 4,998 | | | 5,327 | | | 4,893 | | |
| | Bidwax | | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | EURIBOR + 6.45%, 10.5% Cash | | 05/21 | | 02/28 | | 4,968 | | | 5,346 | | | 4,940 | | | 0.3 | % | | (3) (5) (7) (8) (11) (28) |
| | BigHand UK Bidco Limited | |
| | | | BigHand UK Bidco Limited | BigHand UK Bidco Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.3% Cash | | 05/21 | | 01/28 | | 322 | | | 317 | | | 318 | | | — | % | | (3) (5) (6) (7) (19) | BigHand UK Bidco Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 05/21 | | 01/28 | | 322 | | | 318 | | 318 | | | 299 | | 299 | | | — | | — | % | | (3) (5) (7) (8) (16) (28) |
| First Lien Senior Secured Term Loan | | SONIA + 5.75%, 9.9% Cash | | 05/21 | | 01/28 | | 386 | | | 430 | | | 382 | | | — | % | | (3) (5) (6) (7) (22) | | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 10.9% Cash | | 05/21 | | 01/28 | | 395 | | | 432 | | 432 | | | 367 | | 367 | | | — | | — | % | | (3) (5) (7) (8) (18) |
| 708 | | | 747 | | | 700 | | |
| | Biolam Group | Biolam Group | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.1% Cash | | 12/22 | | 12/29 | | 3,930 | | | 3,660 | | | 3,732 | | | 0.3 | % | | (3) (5) (6) (7) (12) |
| | Biolam Group | Biolam Group | | Consumer Non-cyclical | | 3,930 | | | 3,660 | | | 3,732 | | |
| | Biolam Group | | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 4.25%, 5.5% Cash, 2.8% PIK | | 12/22 | | 12/29 | | 3,365 | | | 3,345 | | | 2,756 | | | 0.2 | % | | (3) (5) (7) (8) (10) (29) |
| | BNI Global, LLC | |
| | BNI Global, LLC | |
| | BNI Global, LLC | | | Other Industrial | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.6% Cash | | 02/24 | | 05/27 | | 34,757 | | | 34,064 | | | 33,975 | | | 2.1 | % | | (5) (7) (8) (9) |
| | Bounteous, Inc. | |
| | Bounteous, Inc. | |
| | Bounteous, Inc. | Bounteous, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 10.2% Cash | | 08/21 | | 08/27 | | 8,360 | | | 8,192 | | | 7,519 | | | 0.7 | % | | (5) (6) (7) (8) | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.7% Cash | | 08/21 | | 08/27 | | 10,417 | | | 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 Corp | BPG Holdings IV Corp | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | SOFR + 6.0%, 10.9% Cash | | 03/23 | | 07/29 | | 24,000 | | | 22,566 | | | 22,560 | | | 2.0 | % | | (6) (7) (19) (33) |
| | BPG Holdings IV Corp | BPG Holdings IV Corp | | Diversified Manufacturing | | 24,000 | | | 22,566 | | | 22,560 | | |
| | BPG Holdings IV Corp | | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash | | 03/23 | | 07/29 | | 15,780 | | | 14,944 | | | 14,833 | | | 0.9 | % | | (7) (8) (16) (28) |
| | Bridger Aerospace Group Holdings, LLC | |
| | | | Bridger Aerospace Group Holdings, LLC | Bridger Aerospace Group Holdings, LLC | | Environmental Industries | | Municipal Revenue Bond | | 11.5% Cash | | 07/22 | | 09/27 | | 32,980 | | | 32,980 | | | 34,586 | | | 3.1 | % | | (33) | Bridger Aerospace Group Holdings, LLC | | Environmental Industries | | Municipal Revenue Bond | | 11.5% Cash | | 07/22 | | 09/27 | | 32,980 | | | 32,980 | | 32,980 | | | 33,931 | | 33,931 | | | 2.1 | | 2.1 | % | | (28) |
| | Preferred Stock- Series C (17,725 shares) | | 7.0% PIK | | 07/22 | | N/A | | 17,533 | | | 18,011 | | | 1.6 | % | | (6) (33) | | | Preferred Stock- Series A (17,725 shares) | | 7.0% PIK | | 07/22 | | N/A | | | | 18,857 | | | 17,189 | | 17,189 | | | 1.0 | | 1.0 | % | | (7) (28) |
| | 32,980 | | | 50,513 | | | 52,597 | | |
| | Brightline Trains Florida LLC | Brightline Trains Florida LLC | | Transportation | | Senior Secured Note | | 8.0% Cash | | 08/21 | | 01/28 | | 8,000 | | | 8,000 | | | 7,040 | | | 0.6 | % | | (6) (33) |
| | Brightline Trains Florida LLC | Brightline Trains Florida LLC | | Transportation | | 8,000 | | | 8,000 | | | 7,040 | | |
| | Brightpay Limited | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 7.3% Cash | | 10/21 | | 10/28 | | 3,133 | | | 3,207 | | | 3,010 | | | 0.3 | % | | (3) (5) (6) (7) (12) |
| 3,133 | | | 3,207 | | | 3,010 | | |
| Brightline Trains Florida LLC | | | Transportation | | Senior Secured Note | | 8.0% Cash | | 08/21 | | 01/28 | | 8,000 | | | 8,000 | | | 8,000 | | | 0.5 | % | | (7) (28) |
| | | BrightSign LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.9% Cash | | 10/21 | | 10/27 | | 10,553 | | | 10,470 | | | 10,464 | | | 0.9 | % | | (5) (6) (7) (9) |
| Revolver | | LIBOR + 5.75%, 10.7% Cash | | 10/21 | | 10/27 | | 1,109 | | | 1,100 | | | 1,099 | | | 0.1 | % | | (6) (7) (9) (33) |
| LLC Units (923,857.7 units) | | N/A | | 10/21 | | N/A | | 924 | | | 1,266 | | | 0.1 | % | | (6) (31) (33) |
| 11,662 | | | 12,494 | | | 12,829 | | |
| | British Engineering Services Holdco Limited | | Commercial Services & Supplies | | First Lien Senior Secured Term Loan | | SONIA + 7.00%, 10.7% Cash | | 05/21 | | 12/27 | | 7,256 | | | 7,581 | | | 7,091 | | | 0.6 | % | | (3) (5) (6) (7) (23) |
| 7,256 | | | 7,581 | | | 7,091 | | |
|
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | Portfolio Company | Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes | Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Brightpay Limited | | Brightpay Limited | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 8.9% Cash | | 10/21 | | 10/28 | | $ | 3,115 | | | $ | 3,217 | | | $ | 3,077 | | | 0.2 | % | | (3) (5) (7) (8) (10) (29) |
| | BrightSign LLC | |
| | | | BrightSign LLC | | BrightSign LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 10/21 | | 10/27 | | 10,446 | | | 10,380 | | | 10,352 | | | 0.6 | % | | (6) (7) (8) (16) |
| BrightSign LLC | | | Revolver | | SOFR + 5.75%, 11.2% Cash | | 10/21 | | 10/27 | | 887 | | | 880 | | | 877 | | | 0.1 | % | | (7) (8) (16) (28) (29) |
| | | LLC Units (923,857.7 units) | | N/A | | 10/21 | | N/A | | | | 924 | | | 841 | | | 0.1 | % | | (7) (26) |
| | British Engineering Services Holdco Limited | |
| | British Engineering Services Holdco Limited | |
| | British Engineering Services Holdco Limited | | | Commercial Services & Supplies | | First Lien Senior Secured Term Loan | | SONIA + 6.75%, 12.5% Cash | | 05/21 | | 12/27 | | 7,536 | | | 7,736 | | | 7,536 | | | 0.5 | % | | (3) (5) (7) (8) (19) (29) |
| | Bucharest Bidco Limited | |
| | | Bucharest Bidco Limited | Bucharest Bidco Limited | | Hotel, Gaming and Leisure | | First Lien Senior Secured GBP Term Loan | | SONIA + 7.00%, 10.2% Cash | | 05/21 | | 07/26 | | $ | 813 | | | $ | 824 | | | $ | 709 | | | 0.1 | % | | (3) (6) (23) (33) | Bucharest Bidco Limited | | Hotel, Gaming and Leisure | | First Lien Senior Secured Term Loan | | SONIA + 7.28%, 12.5% Cash | | 05/21 | | 07/26 | | 779 | | | 804 | | 804 | | | 710 | | 710 | | | — | | — | % | | (3) (7) (19) (28) |
| First Lien Senior Secured USD Term Loan | | LIBOR + 7.00%, 12.1% Cash | | 05/21 | | 07/26 | | 175 | | | 157 | | | 152 | | | — | % | | (3) (6) (10) (33) | | | First Lien Senior Secured Term Loan | | SOFR + 7.00%, 12.3% Cash | | 05/21 | | 07/26 | | 175 | | | 164 | | 164 | | | 159 | | 159 | | | — | | — | % | | (3) (7) (17) (28) |
| 988 | | | 981 | | | 861 | | |
| | Burgess Point Purchaser Corporation | |
| | | | Burgess Point Purchaser Corporation | Burgess Point Purchaser Corporation | | Auto Parts & Equipment | | Second Lien Senior Secured Term Loan | | SOFR + 9.00%, 13.9% Cash | | 07/22 | | 07/30 | | 4,545 | | | 4,375 | | | 4,405 | | | 0.4 | % | | (5) (6) (7) (18) | Burgess Point Purchaser Corporation | | Auto Parts & Equipment | | Second Lien Senior Secured Term Loan | | SOFR + 9.00%, 14.4% Cash | | 07/22 | | 07/30 | | 4,545 | | | 4,392 | | 4,392 | | | 4,482 | | 4,482 | | | 0.3 | | 0.3 | % | | (5) (7) (8) (15) |
| LP Units (455 units) | | N/A | | 07/22 | | N/A | | 455 | | | 478 | | | — | % | | (6) (31) (33) | | | LP Units (455 units) | | N/A | | 07/22 | | N/A | | | | 455 | | | 485 | | 485 | | | — | | — | % | | (7) (26) (28) |
| 4,545 | | | 4,830 | | | 4,883 | | |
| | BVI Medical, Inc. | BVI Medical, Inc. | | Healthcare | | Second Lien Senior Secured Term Loan | | EURIBOR + 9.50%, 12.5% Cash | | 06/22 | | 06/26 | | 5,991 | | | 5,602 | | | 5,812 | | | 0.5 | % | | (5) (6) (7) (12) |
| | BVI Medical, Inc. | BVI Medical, Inc. | | Healthcare | | 5,991 | | | 5,602 | | | 5,812 | | |
| | BVI Medical, Inc. | | | Healthcare | | Second Lien Senior Secured Term Loan | | EURIBOR + 9.50%, 13.4% Cash | | 06/22 | | 06/26 | | 5,955 | | | 5,657 | | | 5,753 | | | 0.4 | % | | (5) (7) (8) (10) |
| | CAi Software, LLC | |
| | | | CAi Software, LLC | CAi Software, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.4% Cash | | 12/21 | | 12/28 | | 8,966 | | | 8,814 | | | 8,679 | | | 0.8 | % | | (5) (6) (7) (9) | CAi Software, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 12/21 | | 12/28 | | 16,315 | | | 16,041 | | 16,041 | | | 15,989 | | 15,989 | | | 1.0 | | 1.0 | % | | (5) (6) (7) (8) (16) |
| First Lien Senior Secured Term Loan | | LIBOR +6.25%, 11.4% Cash | | 07/22 | | 12/28 | | 1,374 | | | 1,349 | | | 1,330 | | | 0.1 | % | | (5) (6) (7) (9) | CAi Software, LLC | | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 07/22 | | 12/28 | | 1,360 | | | 1,341 | | 1,341 | | | 1,333 | | 1,333 | | | 0.1 | | 0.1 | % | | (6) (7) (8) (16) |
| Revolver | | LIBOR + 6.25%, 11.4% Cash | | 12/21 | | 12/28 | | — | | | (15) | | | (30) | | | — | % | | (6) (7) (9) (33) | | | Revolver | | SOFR + 6.25%, 11.6% Cash | | 12/21 | | 12/28 | | — | | | (67) | | (67) | | | (75) | | (75) | | | — | | — | % | | (7) (8) (16) (28) (29) |
| 10,340 | | | 10,148 | | | 9,979 | | |
| | Canadian Orthodontic Partners Corp. | Canadian Orthodontic Partners Corp. | | Healthcare | | First Lien Senior Secured Term Loan | | CDOR + 7.00%, 3.5% Cash, 8.5% PIK | | 06/21 | | 03/26 | | 4,119 | | | 4,572 | | | 3,703 | | | 0.3 | % | | (3) (5) (6) (7) (26) |
| | Class A Equity (500,000 units) | | N/A | | 05/22 | | N/A | | 389 | | | — | | | — | % | | (3) (6) (31) (33) |
| | Canadian Orthodontic Partners Corp. | Canadian Orthodontic Partners Corp. | | Healthcare | | Class C - Warrants (74,712.64 units) | | N/A | | 05/22 | | N/A | | — | | | — | | | — | % | | (3) (6) (31) (33) | Canadian Orthodontic Partners Corp. | | Healthcare | | First Lien Senior Secured Term Loan | | 3.5% Cash, CDOR + 3.5% PIK, 9.0% PIK | | 06/21 | | 03/26 | | 4,446 | | | 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/A | | 05/22 | | N/A | | | | 389 | | | — | | | — | % | | (3) (7) (26) (28) |
| | | Class C - Warrants (74,712.64 units) | | N/A | | 05/22 | | N/A | | | | — | | | — | | | — | % | | (3) (7) (26) (28) |
| | Class X Equity (45,604 units) | | | | Class X Equity (45,604 units) | | N/A | | 05/22 | | N/A | | | | 35 | | | — | | | — | % | | (3) (7) (26) (28) |
| | | | | | | | | | 4,446 | |
| | Caribou Holding Company, LLC | |
| | | | Caribou Holding Company, LLC | Caribou Holding Company, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 7.64%, 12.5% Cash | | 04/22 | | 04/27 | | 3,907 | | | 3,858 | | | 3,867 | | | 0.3 | % | | (3) (5) (6) (7) (19) | Caribou Holding Company, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 7.64%, 13.0% Cash | | 04/22 | | 04/27 | | 3,907 | | | 3,868 | | 3,868 | | | 3,836 | | 3,836 | | | 0.2 | | 0.2 | % | | (3) (5) (7) (8) (16) |
| LLC Units (616,844 units) | | N/A | | 04/22 | | N/A | | 617 | | | 592 | | | 0.1 | % | | (3) (6) (31) (33) | | | LLC Units (616,844 units) | | N/A | | 04/22 | | N/A | | | | 617 | | | 919 | | 919 | | | 0.1 | | 0.1 | % | | (3) (7) (26) (28) |
| 3,907 | | | 4,475 | | | 4,459 | | |
| | Carlson Travel, Inc | | Business Travel Management | | Common Stock (125,349 shares) | | N/A | | 06/22 | | N/A | | 2,538 | | | 1,050 | | | 0.1 | % | | (5) (31) |
| Series A Convertible Preferred (6,270 units) | | 15.0% PIK | | 01/23 | | N/A | | — | | | 545 | | | 522 | | | — | % | | (5) (31) |
| 3,083 | | | 1,572 | | |
| Cascade Residential Services LLC | |
| | | Cascade Residential Services LLC | | Cascade Residential Services LLC | | Electric | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.6% Cash | | 10/23 | | 10/29 | | 7,347 | | | 7,040 | | | 7,321 | | | 0.4 | % | | (5) (7) (8) (16) (29) |
| | | Revolver | | SOFR + 5.25%, 10.6% Cash | | 10/23 | | 10/29 | | — | | | (30) | | | (3) | | | — | % | | (7) (8) (16) (28) (29) |
| | CCF Buyer, LLC | |
| | | | CCF Buyer, LLC | | CCF Buyer, LLC | | Food & Beverage | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 02/24 | | 2/30 | | 1,180 | | | 1,091 | | | 1,090 | | | 0.1 | % | | (5) (7) (8) (17) (29) |
| CCF Buyer, LLC | | | Revolver | | SOFR + 5.75%, 11.2% Cash | | 02/24 | | 2/30 | | — | | | (20) | | | (20) | | | — | % | | (7) (8) (17) (28) (29) |
| | | LLC Units (224 units) | | N/A | | 02/24 | | N/A | | | | 224 | | | 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 Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 7.8% Cash | | 05/21 | | 04/27 | | 415 | | | 396 | | | 399 | | | — | % | | (3) (5) (6) (7) (12) | | Diversified Financial Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 9.2% Cash | | 05/21 | | 04/27 | | 747 | | | 713 | | 713 | | | 737 | | 737 | | | — | | — | % | | (3) (5) (7) (8) (10) (28) |
| First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 7.9% Cash | | 05/21 | | 04/27 | | 70 | | | 64 | | | 68 | | | — | % | | (3) (5) (6) (7) (12) |
| 485 | | | 460 | | | 467 | | |
| | Ceres Pharma NV | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 7.1% Cash | | 10/21 | | 10/28 | | 4,602 | | | 4,620 | | | 4,479 | | | 0.4 | % | | (3) (5) (6) (7) (13) |
| 4,602 | | | 4,620 | | | 4,479 | | |
| | CGI Parent, LLC | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 02/22 | | 02/28 | | 16,957 | | | 16,672 | | | 16,490 | | | 1.5 | % | | (5) (6) (7) (8) |
| First Lien Senior Secured Term Loan | | SOFR + 4.75%, 9.7% Cash | | 12/22 | | 02/28 | | 2,128 | | | 2,067 | | | 2,070 | | | 0.2 | % | | (5) (6) (7) (19) |
| Revolver | | LIBOR + 4.75%, 9.5% Cash | | 02/22 | | 02/28 | | — | | | (28) | | | (45) | | | — | % | | (6) (7) (8) (33) |
| Preferred Stock (551shares) | | N/A | | 02/22 | | N/A | | 551 | | | 1,030 | | | 0.1 | % | | (6) (7) (31) (33) |
| 19,085 | | | 19,262 | | | 19,545 | | |
| | Chambers Global Holdings Limited | | Data Processing & Outsourced Services | | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 9.4% Cash | | 05/21 | | 01/26 | | 1,182 | | | 1,333 | | | 1,171 | | | 0.1 | % | | (3) (5) (6) (7) (22) |
| 1,182 | | | 1,333 | | | 1,171 | | |
| |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | Portfolio Company | Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes | Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Ceres Pharma NV | | Ceres Pharma NV | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.9% Cash | | 10/21 | | 10/28 | | $ | 4,574 | | | $ | 4,639 | | | $ | 4,498 | | | 0.3 | % | | (3) (5) (7) (8) (11) |
| | CGI Parent, LLC | |
| | | | CGI Parent, LLC | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.7% Cash | | 02/22 | | 02/28 | | 20,830 | | | 20,423 | | | 20,405 | | | 1.2 | % | | (5) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.7% Cash | | 12/22 | | 02/28 | | 2,107 | | | 2,056 | | | 2,064 | | | 0.1 | % | | (5) (7) (8) (16) |
| | Revolver | | | | Revolver | | SOFR + 5.25%, 10.7% Cash | | 02/22 | | 02/28 | | — | | | (22) | | | (34) | | | — | % | | (7) (8) (16) (28) (29) |
| | Preferred Stock (657 shares) | | | | Preferred Stock (657 shares) | | N/A | | 02/22 | | N/A | | | | 722 | | | 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 Centers | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.7% Cash | | 05/21 | | 01/26 | | $ | 18,488 | | | $ | 18,249 | | | $ | 18,308 | | | 1.6 | % | | (5) (6) (7) (19) | Classic Collision (Summit Buyer, LLC) | | Auto Collision Repair Centers | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.5% Cash | | 05/21 | | 01/26 | | 12,518 | | | 12,408 | | 12,408 | | | 12,459 | | 12,459 | | | 0.8 | | 0.8 | % | | (5) (6) (7) (8) (16) (29) |
| First Lien Senior Secured Term Loan | | SOFR +5.75%, 10.7% Cash | | 05/21 | | 04/26 | | 1,065 | | | 1,049 | | | 1,053 | | | 0.1 | % | | (5) (6) (7) (19) | Classic Collision (Summit Buyer, LLC) | | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.5% Cash | | 05/21 | | 01/27 | | 9,512 | | | 9,264 | | 9,264 | | | 9,437 | | 9,437 | | | 0.6 | | 0.6 | % | | (5) (6) (7) (8) (16) |
| First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.7% Cash | | 05/21 | | 07/24 | | — | | | (82) | | | (50) | | | — | % | | (5) (6) (7) (19) | | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.5% Cash | | 05/21 | | 04/26 | | 1,200 | | | 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 Marketing | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.8% Cash | | 05/21 | | 05/25 | | 10,785 | | | 10,761 | | | 10,418 | | | 0.9 | % | | (5) (6) (7) (19) |
| | CM Acquisition Holding Inc. | CM Acquisition Holding Inc. | | Internet & Direct Marketing | | 10,785 | | | 10,761 | | | 10,418 | | |
| | Coastal Marina Holdings, LLC | | Other Financial | | Subordinated Term Loan | | 8.0% Cash | | 11/21 | | 11/31 | | 8,310 | | | 7,765 | | | 7,779 | | | 0.7 | % | | (6) (33) |
| Subordinated Term Loan | | 10.0% PIK | | 11/21 | | 11/31 | | 3,308 | | | 3,109 | | | 3,097 | | | 0.3 | % | | (6) (33) |
| LLC Units (1,018,869 units) | | N/A | | 11/21 | | N/A | | 4,547 | | | 5,359 | | | 0.5 | % | | (6) (31) (33) |
| 11,618 | | | 15,421 | | | 16,235 | | |
| CM Acquisition Holding Inc. | | | Internet & Direct Marketing | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.2% Cash | | 05/21 | | 05/25 | | 10,673 | | | 10,660 | | | 10,374 | | | 0.6 | % | | (5) (7) (8) (16) |
| | Cobham Slip Rings SAS | |
| | Cobham Slip Rings SAS | |
| | Cobham Slip Rings SAS | Cobham Slip Rings SAS | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.4% Cash | | 11/21 | | 11/28 | | 3,091 | | | 3,030 | | | 3,048 | | | 0.3 | % | | (3) (5) (6) (7) (9) | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 11/21 | | 11/28 | | 3,091 | | | 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) | | Software | | First Lien Senior Secured Term Loan | | SOFR + 7.75%, 12.6% Cash | | 05/21 | | 04/27 | | 11,729 | | | 11,550 | | | 11,537 | | | 1.0 | % | | (5) (6) (7) (18) |
| | Command Alkon (Project Potter Buyer, LLC) | Command Alkon (Project Potter Buyer, LLC) | | Software | | 11,729 | | | 11,550 | | | 11,537 | | |
| | Command Alkon (Project Potter Buyer, LLC) | | | Software | | First Lien Senior Secured Term Loan | | SOFR + 6.75%, 12.1% Cash | | 05/21 | | 04/27 | | 11,609 | | | 11,469 | | | 11,534 | | | 0.7 | % | | (6) (7) (8) (15) |
| | Compass Precision, LLC | |
| | | | Compass Precision, LLC | Compass Precision, LLC | | Aerospace & Defense | | Senior Subordinated Term Loan | | 11.0% Cash, 1.0% PIK | | 04/22 | | 04/28 | | 379 | | | 373 | | | 370 | | | — | % | | (5) (6) | Compass Precision, LLC | | Aerospace & Defense | | Senior Subordinated Term Loan | | 11.0% Cash, 1.0% PIK | | 04/22 | | 04/28 | | 643 | | | 634 | | 634 | | | 621 | | 621 | | | — | | — | % | | (5) (7) (28) |
| LLC Units (46,085.6 units) | | N/A | | 04/22 | | N/A | | 125 | | | 164 | | | — | % | | (6) (31) (33) | | | LLC Units (46,085.6 units) | | N/A | | 04/22 | | N/A | | | | 125 | | | 145 | | 145 | | | — | | — | % | | (7) (26) |
| 379 | | | 498 | | | 534 | | |
| | Comply365, LLC | Comply365, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.6% Cash | | 04/22 | | 04/28 | | 7,114 | | | 6,991 | | | 7,018 | | | 0.6 | % | | (5) (6) (7) (20) |
| | | | Comply365, LLC | Comply365, LLC | | Technology | | Revolver | | SOFR + 5.75%, 10.6% Cash | | 04/22 | | 04/28 | | — | | | (10) | | | (8) | | | — | % | | (6) (7) (20) (33) | Comply365, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 04/22 | | 04/28 | | 6,893 | | | 6,794 | | 6,794 | | | 6,768 | | 6,768 | | | 0.4 | | 0.4 | % | | (5) (7) (8) (16) |
| 7,114 | | | 6,981 | | | 7,010 | | | Comply365, LLC | | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 04/22 | | 12/29 | | 17,410 | | | 17,074 | | 17,074 | | | 17,093 | | 17,093 | | | 1.0 | | 1.0 | % | | (5) (7) (8) (16) |
| | | Revolver | | SOFR + 5.00%, 10.4% Cash | | 04/22 | | 12/29 | | — | | | (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 & Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.5% Cash | | 10/22 | | 10/29 | | 10,515 | | | 9,410 | | | 10,290 | | | 0.9 | % | | (3) (5) (6) (7) (12) | | Internet Software & Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 9.2% Cash | | 10/22 | | 10/29 | | 10,452 | | | 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. | | Technology | | First Lien Senior Secured Term Loan | | 13.0% Cash | | 03/22 | | 03/25 | | 16,798 | | | 16,784 | | | 8,516 | | | 0.8 | % | | (6) (32) (33) |
| | | | Core Scientific, Inc. | | Core Scientific, Inc. | | Technology | | Warrants (13,130 units) | | N/A | | 01/24 | | 01/27 | | | | 14 | | | 17 | | | — | % | | (3) (26) (28) |
| Core Scientific, Inc. | | | Warrants (10,941 units) | | N/A | | 01/24 | | 01/29 | | | | 16 | | | 26 | | | | | (3) (26) (28) |
| Core Scientific, Inc. | | Technology | | Common Stock (51,846 shares) | | N/A | | 09/22 | | N/A | | 168 | | | 16 | | | — | % | | (31) (33) | | | Common Stock (2,709,982 shares) | | N/A | | 01/24 | | N/A | | | | 9,377 | | | 9,593 | | 9,593 | | | 0.6 | | 0.6 | % | | (3) (26) (28) |
| 16,798 | | | 16,952 | | | 8,532 | | |
| | Cosmelux International | Cosmelux International | | Commodity Chemicals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 7.8% Cash | | 05/21 | | 07/24 | | 880 | | | 972 | | | 880 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| | Cosmelux International | Cosmelux International | | Commodity Chemicals | | 880 | | | 972 | | | 880 | | |
| | Cosmelux International | | | Commodity Chemicals | | First Lien Senior Secured Term Loan | | EURIBOR + 4.50%, 8.4% Cash | | 05/21 | | 07/25 | | 875 | | | 976 | | | 875 | | | 0.1 | % | | (3) (5) (7) (8) (10) |
| | Coyo Uprising GmbH | |
| | | | Coyo Uprising GmbH | Coyo Uprising GmbH | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.3% Cash, 3.5% PIK | | 09/21 | | 09/28 | | 10,196 | | | 10,670 | | | 10,051 | | | 0.9 | % | | (3) (5) (6) (7) (13) | Coyo Uprising GmbH | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 3.25%, 6.3% Cash, 3.4% PIK | | 09/21 | | 09/28 | | 10,646 | | | 11,223 | | 11,223 | | | 10,319 | | 10,319 | | | 0.6 | | 0.6 | % | | (3) (5) (7) (8) (10) (29) |
| Class A Units (531 units) | | N/A | | 09/21 | | N/A | | 248 | | | 244 | | | — | % | | (3) (6) (31) (33) | Coyo Uprising GmbH | | | Class A Units (531 units) | | N/A | | 09/21 | | N/A | | | | 248 | | | 252 | | 252 | | | — | | — | % | | (3) (7) (26) (28) |
| Class B Units (231 units) | | N/A | | 09/21 | | N/A | | 538 | | | 622 | | | 0.1 | % | | (3) (6) (31) (33) | | | Class B Units (231 units) | | N/A | | 09/21 | | N/A | | | | 538 | | | 558 | | 558 | | | — | | — | % | | (3) (7) (26) (28) |
| 10,196 | | | 11,456 | | | 10,917 | | |
| | CVL 3 | | Capital Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 8.3% Cash | | 12/21 | | 12/28 | | 4,129 | | | 4,198 | | | 4,062 | | | 0.4 | % | | (3) (5) (6) (7) (12) |
| First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.5% Cash | | 12/21 | | 12/28 | | 2,480 | | | 2,427 | | | 2,440 | | | 0.2 | % | | (3) (5) (6) (7) (19) |
| 6,609 | | | 6,625 | | | 6,502 | | |
|
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | Portfolio Company | Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes | Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| CTI Foods Holdings Co., LLC | | CTI Foods Holdings Co., LLC | | Food & Beverage | | 2024 First Out Term Loan | | SOFR + 10.00%, 15.3% PIK | | 02/24 | | 05/26 | | $ | 3,750 | | | $ | 3,564 | | | $ | 3,750 | | | 0.2 | % | | (7) (8) (16) (28) |
| | | 2024 LIFO Term Loan | | SOFR + 10.00%, 15.3% PIK | | 02/24 | | 05/26 | | 7,500 | | | 7,136 | | | 7,500 | | | 0.5 | % | | (7) (8) (16) (28) |
| | | First Out Term Loan | | SOFR + 10.00%, 15.3% PIK | | 02/24 | | 05/26 | | 1,429 | | | 1,429 | | | 1,429 | | | 0.1 | % | | (7) (8) (16) (28) |
| | | Second Out Term Loan | | SOFR + 12.00%, 17.3% PIK | | 02/24 | | 05/26 | | 1,071 | | | 1,071 | | | 1,071 | | | 0.1 | % | | (7) (8) (16) (28) |
| | | Common Stock (38,751 shares) | | N/A | | 02/24 | | N/A | | | | — | | | 1,190 | | | 0.1 | % | | (7) (26) (28) |
| | CW Group Holdings, LLC | |
| | CW Group Holdings, LLC | |
| | CW Group Holdings, LLC | CW Group Holdings, LLC | | High Tech Industries | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.9% Cash | | 05/21 | | 01/27 | | $ | 4,076 | | | $ | 4,011 | | | $ | 4,051 | | | 0.4 | % | | (5) (6) (7) (8) | | High Tech Industries | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 05/21 | | 01/27 | | 4,035 | | | 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, LLC | DataServ Integrations, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.8% Cash | | 11/22 | | 11/28 | | 1,913 | | | 1,863 | | | 1,867 | | | 0.2 | % | | (5) (6) (7) (19) | DataServ Integrations, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 11/22 | | 11/28 | | 1,894 | | | 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/A | | 11/22 | | N/A | | 96 | | | 100 | | | — | % | | (6) (31) (33) | | | Partnership Units (96,153.8 units) | | N/A | | 11/22 | | N/A | | | | 96 | | | 97 | | 97 | | | — | | — | % | | (7) (26) (28) |
| 1,913 | | | 1,959 | | | 1,967 | | |
| | DecksDirect, LLC | DecksDirect, LLC | | Building Materials | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.9% Cash | | 12/21 | | 12/26 | | 682 | | | 671 | | | 674 | | | 0.1 | % | | (5) (6) (7) (8) |
| | | | DecksDirect, LLC | | DecksDirect, LLC | | Building Materials | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.7% Cash | | 12/21 | | 12/26 | | 1,660 | | | 1,631 | | | 1,626 | | | 0.1 | % | | (5) (7) (8) (15) |
| DecksDirect, LLC | | Building Materials | | Revolver | | LIBOR + 6.00%, 10.9% Cash | | 12/21 | | 12/26 | | — | | | (3) | | | (3) | | | — | % | | (6) (7) (8) (33) | DecksDirect, LLC | | | Revolver | | SOFR + 6.25%, 11.7% Cash | | 12/21 | | 12/26 | | 211 | | | 206 | | 206 | | | 204 | | 204 | | | — | | — | % | | (7) (8) (15) (28) (29) |
| Common Stock (1,280.8 shares) | | N/A | | 12/21 | | N/A | | 55 | | | 51 | | | — | % | | (6) (31) (33) | | | Common Stock (1,280.8 shares) | | N/A | | 12/21 | | N/A | | | | 55 | | | 48 | | 48 | | | — | | — | % | | (7) (26) (28) |
| 682 | | | 723 | | | 722 | | |
| | Direct Travel, Inc. | | Lodging & Casinos | | First Lien Senior Secured Term Loan | | SOFR + 8.50%, 13.5% Cash | | 05/21 | | 10/25 | | 5,944 | | | 5,572 | | | 5,944 | | | 0.5 | % | | (6) (7) (19) (33) |
| Super Senior Secured Term Loan | | SOFR +6.00%, 10.8% Cash | | 05/21 | | 10/25 | | 406 | | | 406 | | | 406 | | | — | % | | (6) (7) (19) (33) |
| 6,350 | | | 5,978 | | | 6,350 | | |
| DISA Holdings Corp. | |
| | | | DISA Holdings Corp. | DISA Holdings Corp. | | Other Industrial | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.2% Cash | | 11/22 | | 09/28 | | 5,691 | | | 5,491 | | | 5,507 | | | 0.5 | % | | (5) (6) (7) (18) | DISA Holdings Corp. | | Other Industrial | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.3% Cash | | 11/22 | | 09/28 | | 10,413 | | | 10,157 | | 10,157 | | | 10,218 | | 10,218 | | | 0.6 | | 0.6 | % | | (5) (6) (7) (8) (15) (29) |
| Revolver | | SOFR + 5.50%, 10.2% Cash | | 11/22 | | 09/28 | | — | | | (12) | | | (11) | | | — | % | | (6) (7) (18) (33) | | | Revolver | | SOFR + 5.00%, 10.3% Cash | | 11/22 | | 09/28 | | — | | | (23) | | (23) | | | (19) | | (19) | | | — | | — | % | | (7) (8) (15) (28) (29) |
| 5,691 | | | 5,479 | | | 5,496 | | |
| | Dragon Bidco | Dragon Bidco | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.4% Cash | | 05/21 | | 04/28 | | 543 | | | 592 | | | 534 | | | — | % | | (3) (5) (6) (7) (13) |
| | | | Dragon Bidco | Dragon Bidco | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 9.7% Cash | | 05/21 | | 04/28 | | 761 | | | 745 | | | 748 | | | 0.1 | % | | (3) (5) (6) (7) (13) | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 05/21 | | 04/28 | | 1,296 | | | 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 Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.3% Cash | | 05/21 | | 03/27 | | 869 | | | 947 | | | 869 | | | 0.1 | % | | (3) (5) (6) (7) (12) | | Diversified Financial Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 9.2% Cash | | 05/21 | | 03/27 | | 864 | | | 950 | | 950 | | | 864 | | 864 | | | 0.1 | | 0.1 | % | | (3) (5) (7) (8) (10) (28) |
| 869 | | | 947 | | | 869 | | |
| | Dune Group | Dune Group | | Health Care Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.0% Cash | | 09/21 | | 09/28 | | 305 | | | 275 | | | 244 | | | — | % | | (3) (5) (6) (7) (12) |
| | | | Dune Group | Dune Group | | Health Care Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.2% Cash | | 09/21 | | 09/28 | | 4,825 | | | 4,756 | | | 4,665 | | | 0.4 | % | | (3) (5) (6) (7) (9) | Dune Group | | Health Care Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.9% Cash | | 09/21 | | 09/28 | | 303 | | | 291 | | 291 | | | 259 | | 259 | | | — | | — | % | | (3) (5) (7) (8) (10) (29) |
| 5,130 | | | 5,031 | | | 4,909 | | | Dune Group | | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash | | 09/21 | | 09/28 | | 4,825 | | | 4,767 | | 4,767 | | | 4,666 | | 4,666 | | | 0.3 | | 0.3 | % | | (3) (5) (7) (8) (16) |
| | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash | | 09/21 | | 09/28 | | 510 | | | 510 | | | 493 | | | — | % | | (3) (5) (7) (8) (16) |
| Dune Group | |
| | | | Dunlipharder B.V. | |
| | Dunlipharder B.V. | Dunlipharder B.V. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.2% Cash | | 06/22 | | 06/28 | | 1,000 | | | 987 | | | 989 | | | 0.1 | % | | (3) (5) (6) (7) (19) | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.10%, 11.4% Cash | | 06/22 | | 06/28 | | 1,000 | | | 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. | | Electric | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.2% Cash | | 07/21 | | 07/27 | | 25,376 | | | 24,887 | | | 24,928 | | | 2.2 | % | | (5) (6) (7) (9) (19) |
| | Dwyer Instruments, Inc. | Dwyer Instruments, Inc. | | Electric | | 25,376 | | | 24,887 | | | 24,928 | | |
| | Dwyer Instruments, Inc. | | Dwyer Instruments, Inc. | | Electric | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 07/21 | | 07/27 | | 21,650 | | | 21,363 | | | 21,650 | | | 1.3 | % | | (5) (6) (7) (8) (16) (29) |
| | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 12/23 | | 07/27 | | 130 | | | 125 | | | 130 | | | — | % | | (5) (7) (8) (16) |
| | Echo Global Logistics, Inc. | |
| | | | Echo Global Logistics, Inc. | Echo Global Logistics, Inc. | | Air Transportation | | Second Lien Senior Secured Term Loan | | LIBOR + 7.00%, 11.9% Cash | | 11/21 | | 11/29 | | 16,433 | | | 16,182 | | | 16,121 | | | 1.4 | % | | (5) (6) (7) (8) | Echo Global Logistics, Inc. | | Air Transportation | | Second Lien Senior Secured Term Loan | | SOFR + 7.25%, 12.4% Cash | | 11/21 | | 11/29 | | 16,433 | | | 16,210 | | 16,210 | | | 16,055 | | 16,055 | | | 1.0 | | 1.0 | % | | (5) (7) (8) (16) |
| Partnership Equity (448.2 units) | | N/A | | 11/21 | | N/A | | 448 | | | 548 | | | — | % | | (6) (31) (33) | | | Partnership Equity (448.2 units) | | N/A | | 11/21 | | N/A | | | | 448 | | | 401 | | 401 | | | — | | — | % | | (7) (26) (28) |
| 16,433 | | | 16,630 | | | 16,669 | | |
| | EFC International | EFC International | | Automotive | | Senior Unsecured Term Loan | | 11.0% Cash, 2.5% PIK | | 03/23 | | 05/23 | | 663 | | | 643 | | | 643 | | | 0.1 | % | | (6) (33) |
| | | | EFC International | | EFC International | | Automotive | | Senior Unsecured Term Loan | | 11.0% Cash, 2.5% PIK | | 03/23 | | 05/28 | | 677 | | | 659 | | | 664 | | | — | % | | (7) (28) |
| EFC International | | Automotive | | Common Stock (141.19 shares) | | N/A | | 03/23 | | N/A | | 199 | | | 199 | | | — | % | | (6) (31) (33) | | | Common Stock (141.2 shares) | | N/A | | 03/23 | | N/A | | | | 199 | | | 292 | | 292 | | | — | | — | % | | (7) (26) |
| 663 | | | 842 | | | 842 | | |
| | Ellkay, LLC | | Healthcare and Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.4% Cash | | 09/21 | | 09/27 | | 5,756 | | | 5,666 | | | 5,701 | | | 0.5 | % | | (5) (6) (7) (9) |
| 5,756 | | | 5,666 | | | 5,701 | | |
|
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | Portfolio Company | Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes | Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Ellkay, LLC | | Ellkay, LLC | | Healthcare and Pharmaceuticals | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 11.0% Cash, 2.0% PIK | | 09/21 | | 09/27 | | $ | 5,698 | | | $ | 5,626 | | | $ | 5,077 | | | 0.3 | % | | (6) (7) (8) (16) |
| | EMI Porta Holdco LLC | |
| | | EMI Porta Holdco LLC | EMI Porta Holdco LLC | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 11.1% Cash | | 12/21 | | 12/27 | | $ | 19,274 | | | $ | 18,831 | | | $ | 18,458 | | | 1.6 | % | | (5) (6) (7) (9) | EMI Porta Holdco LLC | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 12/21 | | 12/27 | | 19,079 | | | 18,824 | | 18,824 | | | 18,068 | | 18,068 | | | 1.1 | | 1.1 | % | | (5) (6) (7) (8) (16) |
| Revolver | | LIBOR + 5.75%, 11.1% Cash | | 12/21 | | 12/27 | | 1,607 | | | 1,567 | | | 1,530 | | | 0.1 | % | | (6) (7) (9) (33) | | | Revolver | | SOFR + 5.75%, 11.2% Cash | | 12/21 | | 12/27 | | 2,492 | | | 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 Industries | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.9% Cash | | 05/21 | | 12/25 | | 1,797 | | | 1,786 | | | 1,793 | | | 0.2 | % | | (5) (6) (7) (9) |
| | Entact Environmental Services, Inc. | Entact Environmental Services, Inc. | | Environmental Industries | | 1,797 | | | 1,786 | | | 1,793 | | |
| | Entact Environmental Services, Inc. | | | Environmental Industries | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 05/21 | | 12/25 | | 1,953 | | | 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 & Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.9% Cash | | 05/21 | | 04/28 | | 2,172 | | | 2,137 | | | 2,156 | | | 0.2 | % | | (5) (6) (7) (9) | | Electrical Components & Equipment | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 05/21 | | 04/28 | | 2,150 | | | 2,122 | | 2,122 | | | 2,074 | | 2,074 | | | 0.1 | | 0.1 | % | | (6) (7) (8) (16) (28) |
| 2,172 | | | 2,137 | | | 2,156 | | |
| | ERES Group | ERES Group | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 7.3% Cash | | 05/21 | | 07/26 | | 272 | | | 302 | | | 272 | | | — | % | | (3) (5) (6) (7) (11) |
| | ERES Group | ERES Group | | Banking, Finance, Insurance & Real Estate | | 272 | | | 302 | | | 272 | | |
| | ERES Group | | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 8.9% Cash | | 05/21 | | 07/26 | | 216 | | | 242 | | | 216 | | | — | % | | (3) (5) (7) (8) (10) |
| | eShipping, LLC | |
| | | eShipping, LLC | eShipping, LLC | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 9.8% Cash | | 11/21 | | 11/27 | | 4,465 | | | 4,374 | | | 4,476 | | | 0.4 | % | | (5) (6) (7) (8) | eShipping, LLC | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 11/21 | | 11/27 | | 4,428 | | | 4,371 | | 4,371 | | | 4,428 | | 4,428 | | | 0.3 | | 0.3 | % | | (5) (6) (7) (8) (15) |
| Revolver | | LIBOR + 5.00%, 9.8% Cash | | 11/21 | | 11/27 | | — | | | (11) | | | — | | | — | % | | (6) (7) (8) (33) | | | Revolver | | SOFR + 5.00%, 10.4% Cash | | 11/21 | | 11/27 | | 135 | | | 126 | | 126 | | | 135 | | 135 | | | — | | — | % | | (7) (8) (15) (28) (29) |
| 4,465 | | | 4,363 | | | 4,476 | | |
| | Eurofins Digital Testing International LUX Holding SARL | Eurofins Digital Testing International LUX Holding SARL | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 9.7% Cash | | 12/22 | | 12/29 | | 1,507 | | | 1,348 | | | 1,390 | | | 0.1 | % | | (3) (5) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | SOFR + 7.00%, 12.1% Cash | | 12/22 | | 12/29 | | 766 | | | 746 | | | 748 | | | 0.1 | % | | (3) (5) (6) (7) (19) |
| | First Lien Senior Secured Term Loan | | SONIA + 6.75%, 10.8% Cash | | 12/22 | | 12/29 | | 2,231 | | | 2,159 | | | 2,176 | | | 0.2 | % | | (3) (5) (6) (7) (22) | Eurofins Digital Testing International LUX Holding SARL | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 4.50%, 8.4% Cash, 2.8% PIK | | 12/22 | | 12/29 | | 1,547 | | | 1,477 | | 1,477 | | | 1,154 | | 1,154 | | | 0.1 | | 0.1 | % | | (3) (5) (7) (8) (10) |
| Eurofins Digital Testing International LUX Holding SARL | | Technology | | Second Lien Senior Secured Term Loan | | 11.5% PIK | | 12/22 | | 12/30 | | 556 | | | 525 | | | 542 | | | — | % | | (3) (6) (33) |
| 5,060 | | | 4,778 | | | 4,856 | | |
| | | First Lien Senior Secured Term Loan | | EURIBOR + 7.00%, 10.9% Cash | | 12/22 | | 12/29 | | — | | | (59) | | | (678) | | | — | % | | (3) (5) (7) (8) (10) (29) |
| | | First Lien Senior Secured Term Loan | | SOFR + 4.50%, 9.8% Cash, 2.8% PIK | | 12/22 | | 12/29 | | 799 | | | 781 | | | 596 | | | — | % | | (3) (5) (7) (8) (16) |
| | | Senior Subordinated Term Loan | Eurofins Digital Testing International LUX Holding SARL | | | Senior Subordinated Term Loan | | 11.5% PIK | | 12/22 | | 12/30 | | 642 | | | 616 | | | — | | | — | % | | (3) (7) (28) |
| | | | | | | | | | 2,988 | |
| | Events Software BidCo Pty Ltd | |
| | Events Software BidCo Pty Ltd | |
| | Events Software BidCo Pty Ltd | Events Software BidCo Pty Ltd | | Technology | | First Lien Senior Secured Term Loan | | BBSY + 6.50%, 10.3% Cash | | 03/22 | | 03/28 | | 1,716 | | | 1,856 | | | 1,523 | | | 0.1 | % | | (3) (5) (6) (7) (17) | | Technology | | First Lien Senior Secured Term Loan | | BBSY + 6.50%, 10.9% Cash | | 03/22 | | 03/28 | | 1,623 | | | 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, LLC | Express Wash Acquisition Company, LLC | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.4% Cash | | 07/22 | | 07/28 | | 7,164 | | | 7,035 | | | 6,770 | | | 0.6 | % | | (5) (6) (7) (18) | Express Wash Acquisition Company, LLC | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.8% Cash | | 07/22 | | 07/28 | | 6,358 | | | 6,262 | | 6,262 | | | 6,390 | | 6,390 | | | 0.4 | | 0.4 | % | | (5) (7) (8) (16) |
| Revolver | | SOFR + 6.50%, 11.4% Cash | | 07/22 | | 07/28 | | 140 | | | 136 | | | 126 | | | — | % | | (6) (7) (18) (33) | | | Revolver | | SOFR + 6.50%, 11.8% Cash | | 07/22 | | 07/28 | | 140 | | | 136 | | 136 | | | 140 | | 140 | | | — | | — | % | | (7) (8) (16) (28) (29) |
| 7,304 | | | 7,171 | | | 6,896 | | |
| | F24 (Stairway BidCo Gmbh) | F24 (Stairway BidCo Gmbh) | | Software Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.0% Cash | | 05/21 | | 08/27 | | 398 | | | 437 | | | 387 | | | — | % | | (3) (5) (6) (7) (12) |
| | | | F24 (Stairway BidCo Gmbh) | F24 (Stairway BidCo Gmbh) | | Software Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.0% Cash | | 05/21 | | 08/28 | | 2,949 | | | 2,842 | | | 2,876 | | | 0.3 | % | | (3) (5) (6) (7) (12) | | Software Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.5% Cash | | 05/21 | | 08/27 | | 3,381 | | | 3,344 | | 3,344 | | | 3,381 | | 3,381 | | | 0.2 | | 0.2 | % | | (3) (5) (7) (8) (10) (28) |
| 3,347 | | | 3,279 | | | 3,263 | | |
| | Faraday | Faraday | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.6% Cash | | 01/23 | | 01/30 | | 3,310 | | | 3,170 | | | 3,165 | | | 0.3 | % | | (3) (5) (6) (7) (12) |
| | Faraday | Faraday | | Healthcare | | 3,310 | | | 3,170 | | | 3,165 | | |
| | Findex Group Limited | | Finance Companies | | First Lien Senior Secured Term Loan | | BBSY + 5.50%, 7.9% Cash | | 03/23 | | 08/27 | | 2,418 | | | 2,294 | | | 2,297 | | | 0.2 | % | | (3) (5) (6) (7) (16) |
| 2,418 | | | 2,294 | | | 2,297 | | |
| Faraday | | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.2% Cash | | 01/23 | | 01/30 | | 266 | | | 216 | | | 229 | | | — | % | | (3) (5) (7) (8) (10) (29) |
| | | FineLine Technologies, inc. | | Consumer Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.9% Cash | | 05/21 | | 02/28 | | 3,435 | | | 3,390 | | | 3,384 | | | 0.3 | % | | (5) (6) (7) (9) |
| 3,435 | | | 3,390 | | | 3,384 | | |
| Finaxy Holding | |
| | Finexvet | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.5% Cash | | 03/22 | | 03/29 | | 2,444 | | | 2,389 | | | 2,383 | | | 0.2 | % | | (3) (5) (6) (7) (13) |
| Finexvet | | 2,444 | | | 2,389 | | | 2,383 | | |
| | | FinThrive Software Intermediate Holdings Inc. | | Business Equipment & Services | | Preferred Stock (3,188.51 shares) | | 11.0% PIK | | 03/22 | | N/A | | 3,823 | | | 3,239 | | | 0.3 | % | | (5) (6) |
| 3,823 | | | 3,239 | | |
| Finaxy Holding | | Finaxy Holding | | Banking | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.1% Cash | | 11/23 | | 11/30 | | 4,924 | | | 4,755 | | | 4,817 | | | 0.3 | % | | (3) (5) (7) (8) (10) |
| | | Subordinated Term Loan | | 10.3% PIK | | 11/23 | | 05/31 | | 1,336 | | | 1,296 | | | 1,313 | | | 0.1 | % | | (3) (7) (28) |
| | | Fitzmark, Inc. | | Cargo & Transportation | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 9.5% Cash | | 05/21 | | 12/26 | | 4,249 | | | 4,195 | | | 4,197 | | | 0.4 | % | | (5) (6) (7) (9) |
| 4,249 | | | 4,195 | | | 4,197 | | |
| Findex Group Ltd | |
| | Findex Group Ltd | |
| | Findex Group Ltd | | | Finance Companies | | First Lien Senior Secured Term Loan | | BBSY + 5.25%, 9.6% Cash | | 03/23 | | 12/26 | | 2,355 | | | 2,320 | | | 2,277 | | | 0.1 | % | | (3) (5) (7) (8) (13) |
| | Fineline Technologies, Inc. | |
| | Fineline Technologies, Inc. | |
| | Fineline Technologies, Inc. | | | Consumer Services | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash | | 05/21 | | 02/28 | | 3,374 | | | 3,338 | | | 3,374 | | | 0.2 | % | | (6) (7) (8) (16) |
| | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | Portfolio Company | Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes | Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Finexvet | | Finexvet | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.9% Cash | | 03/22 | | 03/29 | | $ | 7,343 | | | $ | 7,286 | | | $ | 7,141 | | | 0.4 | % | | (3) (7) (8) (10) (28) |
| | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.9% Cash | | 03/22 | | 03/29 | | 2,430 | | | 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 & Services | | Preferred Stock (3,188.51 shares) | | 11.0% PIK | | 03/22 | | N/A | | | | 4,267 | | | 2,740 | | | 0.2 | % | | (5) (7) |
| | Fitzmark, Inc. | |
| | Fitzmark, Inc. | |
| | Fitzmark, Inc. | | | Cargo & Transportation | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.2% Cash | | 05/21 | | 12/26 | | 4,205 | | | 4,165 | | | 4,146 | | | 0.3 | % | | (6) (7) (8) (15) (28) |
| | Five Star Holding LLC | |
| | | Five Star Holding LLC | Five Star Holding LLC | | Packaging | | Second Lien Senior Secured Term Loan | | SOFR + 7.25%, 12.4% Cash | | 05/22 | | 05/30 | | $ | 7,152 | | | $ | 7,021 | | | $ | 7,052 | | | 0.6 | % | | (5) (6) (7) (19) | Five Star Holding LLC | | Packaging | | Second Lien Senior Secured Term Loan | | SOFR + 7.25%, 12.5% Cash | | 05/22 | | 05/30 | | 7,152 | | | 7,035 | | 7,035 | | | 7,059 | | 7,059 | | | 0.4 | | 0.4 | % | | (5) (7) (8) (16) |
| LLC Units (505.1 units) | | N/A | | 05/22 | | N/A | | 505 | | | 502 | | | — | % | | (6) (31) (33) | | | LLC Units (505.1 units) | | N/A | | 05/22 | | N/A | | | | 505 | | | 405 | | 405 | | | — | | — | % | | (7) (26) |
| 7,152 | | | 7,526 | | | 7,554 | | |
| | Flavor Producers, LLC | Flavor Producers, LLC | | Packaged Foods & Meats | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.6% Cash, 1.8% PIK | | 05/21 | | 12/24 | | 897 | | | 886 | | | 826 | | | 0.1 | % | | (5) (6) (7) (8) |
| | Flavor Producers, LLC | Flavor Producers, LLC | | Packaged Foods & Meats | | 897 | | | 886 | | | 826 | | |
| | Flavor Producers, LLC | | | Packaged Foods & Meats | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash, 1.8% PIK | | 05/21 | | 12/25 | | 902 | | | 902 | | | 824 | | | 0.1 | % | | (5) (7) (8) (16) |
| | Flexential Issuer, LLC | |
| | Flexential Issuer, LLC | |
| | Flexential Issuer, LLC | Flexential Issuer, LLC | | Information Technology | | Structured Secured Note - Class C | | 6.9% Cash | | 11/21 | | 11/51 | | 10,000 | | | 9,278 | | | 8,362 | | | 0.7 | % | | (33) | | Information Technology | | Structured Secured Note - Class C | | 6.9% Cash | | 11/21 | | 11/51 | | 10,000 | | | 9,292 | | 9,292 | | | 8,924 | | 8,924 | | | 0.5 | | 0.5 | % | | (28) |
| 10,000 | | | 9,278 | | | 8,362 | | |
| | Flywheel Re Segregated Portfolio 2022-4 | Flywheel Re Segregated Portfolio 2022-4 | | Investment Funds | | Preferred Stock (3,202,747 shares) | | N/A | | 08/22 | | N/A | | 3,203 | | | 3,235 | | | 0.3 | % | | (3) (6) (31) (33) |
| | Flywheel Re Segregated Portfolio 2022-4 | |
| | Flywheel Re Segregated Portfolio 2022-4 | | | Investment Funds | | Preferred Stock (4,713,810 shares) | | N/A | | 08/22 | | N/A | | | | 4,714 | | | 5,892 | | | 0.4 | % | | (3) (7) (26) (28) |
| Flywheel Re Segregated Portfolio 2022-4 | | Investment Funds | | 3,203 | | | 3,235 | | |
| | Footco 40 Limited | Footco 40 Limited | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 10.4% Cash | | 04/22 | | 04/29 | | 1,759 | | | 1,789 | | | 1,694 | | | 0.2 | % | | (3) (5) (6) (7) (22) |
| | Footco 40 Limited | Footco 40 Limited | | Media & Entertainment | | 1,759 | | | 1,789 | | | 1,694 | | |
| | Footco 40 Limited | | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SONIA + 6.75%, 11.7% Cash | | 04/22 | | 04/29 | | 1,840 | | | 1,849 | | | 1,779 | | | 0.1 | % | | (3) (5) (7) (8) (18) (29) |
| | Forest Buyer, LLC | |
| | | | Forest Buyer, LLC | | Healthcare | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 03/24 | | 03/26 | | — | | | (25) | | | (25) | | | — | % | | (5) (7) (8) (16) (29) |
| | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 03/24 | | 03/30 | | 3,175 | | | 3,096 | | | 3,095 | | | 0.2 | % | | (5) (7) (8) (16) |
| | Revolver | | | | Revolver | | SOFR + 5.75%, 11.1% Cash | | 03/24 | | 03/30 | | — | | | (15) | | | (15) | | | — | % | | (7) (8) (16) (28) (29) |
| | Class A LLC Units (295 units) | | | | Class A LLC Units (295 units) | | N/A | | 03/24 | | N/A | | | | 295 | | | 295 | | | — | % | | (7) (26) |
| | Class B LLC Units (295 units) | | | | Class B LLC Units (295 units) | | N/A | | 03/24 | | N/A | | | | — | | | — | | | — | % | | (7) (26) |
| | | | | | | | | | 3,175 | |
| | Fortis Payment Systems, LLC | |
| | Fortis Payment Systems, LLC | |
| | Fortis Payment Systems, LLC | Fortis Payment Systems, LLC | | Other Financial | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.2% Cash | | 10/22 | | 02/26 | | 1,571 | | | 1,518 | | | 1,517 | | | 0.1 | % | | (5) (6) (7) (18) | | Other Financial | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 10/22 | | 02/26 | | 17,470 | | | 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 LLC | FragilePak LLC | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.9% Cash | | 05/21 | | 05/23 | | 9,134 | | | 8,860 | | | 9,134 | | | 0.8 | % | | (5) (6) (7) (9) |
| | | | FragilePak LLC | | FragilePak LLC | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.3% Cash | | 05/21 | | 05/27 | | 9,065 | | | 8,920 | | | 8,249 | | | 0.5 | % | | (5) (7) (8) (16) |
| FragilePak LLC | | Transportation Services | | Partnership Units (929.7 units) | | N/A | | 05/21 | | N/A | | 929 | | | 1,169 | | | 0.1 | % | | (6) (31) (33) | | | Partnership Units (929.7 units) | | N/A | | 05/21 | | N/A | | | | 930 | | | 409 | | 409 | | | — | | — | % | | (7) (26) |
| 9,134 | | | 9,789 | | | 10,303 | | |
| | Front Line Power Construction LLC | | Construction Machinery | | First Lien Senior Secured Term Loan | | LIBOR + 12.50%, 17.4% Cash | | 11/21 | | 11/28 | | 1,366 | | | 1,266 | | | 1,509 | | | 0.1 | % | | (6) (7) (9) |
| Common Stock (250,004 shares) | | N/A | | 11/21 | | N/A | | 116 | | | 36 | | | — | % | | (31) (33) |
| 1,366 | | | 1,382 | | | 1,545 | | |
| FSS Buyer LLC | |
| | | | FSS Buyer LLC | FSS Buyer LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.6% Cash | | 08/21 | | 08/28 | | 24,471 | | | 24,076 | | | 24,240 | | | 2.2 | % | | (5) (6) (7) (8) | FSS Buyer LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 08/21 | | 08/28 | | 24,222 | | | 23,895 | | 23,895 | | | 24,222 | | 24,222 | | | 1.5 | | 1.5 | % | | (5) (6) (7) (8) (16) |
| LP Interest (2,902.3 units) | | N/A | | 08/21 | | N/A | | 29 | | | 44 | | | — | % | | (6) (31) (33) | FSS Buyer LLC | | | LP Interest (2,902.3 units) | | N/A | | 08/21 | | N/A | | | | 29 | | | 37 | | 37 | | | — | | — | % | | (7) (26) |
| LP Units (12,760.8 units) | | N/A | | 08/21 | | N/A | | 128 | | | 193 | | | — | % | | (6) (31) (33) | | | LP Units (12,760.8 units) | | N/A | | 08/21 | | N/A | | | | 128 | | | 161 | | 161 | | | — | | — | % | | (7) (26) |
| 24,471 | | | 24,233 | | | 24,477 | | |
| | GB Eagle Buyer, Inc. | GB Eagle Buyer, Inc. | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.2% Cash | | 12/22 | | 12/28 | | 20,915 | | | 20,319 | | | 20,322 | | | 1.8 | % | | (5) (6) (7) (19) (34) |
| | | | GB Eagle Buyer, Inc. | | GB Eagle Buyer, Inc. | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 12/22 | | 12/28 | | 12,776 | | | 12,462 | | | 12,904 | | | 0.8 | % | | (7) (8) (16) (28) |
| GB Eagle Buyer, Inc. | | Capital Goods | | Revolver | | SOFR + 6.50%, 11.2% Cash | | 12/22 | | 12/28 | | — | | | (92) | | | (92) | | | — | % | | (6) (7) (19) (33) | GB Eagle Buyer, Inc. | | | Revolver | | SOFR + 6.25%, 11.6% Cash | | 12/22 | | 12/28 | | — | | | (76) | | (76) | | | — | | — | | | — | | — | % | | (7) (8) (16) (28) (29) |
| Partnership Units (859 units) | | N/A | | 12/22 | | N/A | | 859 | | | 858 | | | 0.1 | % | | (6) (31) (33) | | | Partnership Units (859 units) | | N/A | | 12/22 | | N/A | | | | 859 | | | 1,166 | | 1,166 | | | 0.1 | | 0.1 | % | | (7) (26) (28) |
| 20,915 | | | 21,086 | | | 21,088 | | |
| | Glacis Acquisition S.A.R.L. | | Transportation Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.9% Cash | | 05/21 | | 07/23 | | 2,739 | | | 2,671 | | | 2,739 | | | 0.2 | % | | (3) (5) (6) (7) (13) |
| First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.9% Cash | | 05/21 | | 07/25 | | 1,238 | | | 1,376 | | | 1,238 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| 3,977 | | | 4,047 | | | 3,977 | | |
| | Global Academic Group Limited | | Industrial Other | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 9.4% Cash | | 07/22 | | 07/27 | | 2,471 | | | 2,505 | | | 2,414 | | | 0.2 | % | | (3) (5) (6) (7) (16) |
| First Lien Senior Secured Term Loan | | BKBM + 6.00%, 10.2% Cash | | 07/22 | | 07/27 | | 4,318 | | | 4,209 | | | 4,208 | | | 0.4 | % | | (3) (5) (6) (7) (27) |
| 6,789 | | | 6,714 | | | 6,622 | | |
| | GPNZ II GmbH | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 7.9% Cash, 1.0% PIK | | 06/22 | | 06/29 | | 468 | | | 445 | | | 426 | | | — | % | | (3) (5) (6) (7) (11) |
| 468 | | | 445 | | | 426 | | |
| |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | Portfolio Company | Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes | Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Glacis Acquisition S.A.R.L. | | Glacis Acquisition S.A.R.L. | | Transportation Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 05/21 | | 07/25 | | $ | 8,147 | | | $ | 8,226 | | | $ | 8,111 | | | 0.5 | % | | (3) (5) (7) (8) (11) (29) |
| | Global Academic Group Limited | |
| | | Global Academic Group Limited | | Global Academic Group Limited | | Industrial Other | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 10.3% Cash | | 07/22 | | 07/27 | | 2,407 | | | 2,519 | | | 2,375 | | | 0.1 | % | | (3) (5) (7) (8) (13) |
| | | First Lien Senior Secured Term Loan | | BKBM + 6.00%, 11.7% Cash | | 07/22 | | 07/27 | | 4,128 | | | 4,235 | | | 4,069 | | | 0.2 | % | | (3) (5) (7) (8) (23) (29) |
| | Gojo Industries, Inc. | |
| | Gojo Industries, Inc. | |
| | Gojo Industries, Inc. | | | Industrial Other | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash, 4.5% PIK | | 10/23 | | 10/28 | | 25,154 | | | 24,457 | | | 24,465 | | | 1.5 | % | | (7) (8) (16) (28) |
| | GPNZ II GmbH | |
| | | | GPNZ II GmbH | | GPNZ II GmbH | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.8% Cash | | 06/22 | | 06/29 | | 465 | | | 446 | | | 220 | | | — | % | | (3) (5) (7) (8) (9) (27) |
| GPNZ II GmbH | | | First Lien Senior Secured Term Loan | | 10.0% PIK | | 06/22 | | 06/29 | | 158 | | | 159 | | | 158 | | | — | % | | (3) (7) (27) (28) (29) |
| | | Common Stock (5,785 shares) | | N/A | | 10/23 | | N/A | | | | — | | | — | | | — | % | | (3) (5) (7) (26) |
| | Graphpad Software, LLC | |
| | | Graphpad Software, LLC | Graphpad Software, LLC | | Internet Software & Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.6% Cash | | 11/21 | | 04/27 | | $ | 16,089 | | | $ | 15,943 | | | $ | 15,566 | | | 1.4 | % | | (5) (6) (7) (9) | Graphpad Software, LLC | | Internet Software & Services | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 11/21 | | 04/27 | | 18,557 | | | 18,442 | | 18,442 | | | 18,510 | | 18,510 | | | 1.1 | | 1.1 | % | | (5) (7) (8) (16) |
| First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.1% Cash | | 05/21 | | 04/27 | | 10,904 | | | 10,904 | | | 10,730 | | | 1.0 | % | | (5) (6) (7) (9) | | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash | | 05/21 | | 04/27 | | 10,790 | | | 10,790 | | 10,790 | | | 10,790 | | 10,790 | | | 0.7 | | 0.7 | % | | (6) (7) (8) (16) |
| 26,993 | | | 26,847 | | | 26,296 | | |
| | Greenhill II BV | Greenhill II BV | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.4% Cash | | 07/22 | | 07/29 | | 752 | | | 672 | | | 731 | | | 0.1 | % | | (3) (5) (6) (7) (12) |
| | Greenhill II BV | Greenhill II BV | | Technology | | 752 | | | 672 | | | 731 | | |
| | Greenhill II BV | | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 9.2% Cash | | 07/22 | | 07/29 | | 888 | | | 815 | | | 888 | | | 0.1 | % | | (3) (5) (7) (8) (10) (29) |
| | Groupe Guemas | |
| | Groupe Guemas | |
| | Groupe Guemas | | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.1% Cash | | 10/23 | | 09/30 | | 2,517 | | | 2,405 | | | 2,458 | | | 0.1 | % | | (3) (5) (7) (8) (11) |
| | Groupe Product Life | |
| | Groupe Product Life | |
| | Groupe Product Life | Groupe Product Life | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.3% Cash | | 10/22 | | 10/29 | | 1,589 | | | 1,384 | | | 1,533 | | | 0.1 | % | | (3) (5) (6) (7) (12) | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 10/22 | | 10/29 | | 2,695 | | | 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 Ltd | Gusto Aus BidCo Pty Ltd | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | BBSY + 6.50%, 10.2% Cash | | 10/22 | | 10/28 | | 2,181 | | | 2,018 | | | 2,119 | | | 0.2 | % | | (3) (5) (6) (7) (17) |
| | Gusto Aus BidCo Pty Ltd | Gusto Aus BidCo Pty Ltd | | Consumer Non-cyclical | | 2,181 | | | 2,018 | | | 2,119 | | |
| | Gusto Aus BidCo Pty Ltd | | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | BBSY + 6.50%, 10.9% Cash | | 10/22 | | 10/28 | | 2,179 | | | 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 Ltd | Healthe Care Specialty Pty Ltd | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | BBSY + 5.00%, 8.8% Cash | | 05/21 | | 10/24 | | 973 | | | 1,109 | | | 939 | | | 0.1 | % | | (3) (5) (6) (7) (17) | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | BBSY + 5.00%, 9.4% Cash | | 05/21 | | 10/24 | | 363 | | | 428 | | 428 | | | 363 | | 363 | | | — | | — | % | | (3) (5) (7) (8) (14) |
| 973 | | | 1,109 | | | 939 | | |
| | HeartHealth Bidco Pty Ltd | HeartHealth Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 4.75%, 8.5% Cash | | 09/22 | | 09/28 | | 619 | | | 570 | | | 593 | | | 0.1 | % | | (3) (5) (6) (7) (16) |
| | HeartHealth Bidco Pty Ltd | HeartHealth Bidco Pty Ltd | | Healthcare | | 619 | | | 570 | | | 593 | | |
| Subordinated Term Loan | | 11.0% PIK | | 11/21 | | 11/23 | | 659 | | | 644 | | | 648 | | | 0.1 | % | | (6) (33) |
| Heartland Veterinary Partners, LLC | | Healthcare | | Subordinated Term Loan | | 11.0% PIK | | 11/21 | | 12/28 | | 5,517 | | | 5,415 | | | 5,442 | | | 0.5 | % | | (6) (33) |
| | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 5.25%, 9.6% Cash | | 09/22 | | 09/28 | | 664 | | | 636 | | | 629 | | | — | % | | (3) (5) (7) (8) (13) (29) |
| HeartHealth Bidco Pty Ltd | |
| | Heartland Veterinary Partners, LLC | Heartland Veterinary Partners, LLC | | Healthcare | | 6,176 | | | 6,059 | | | 6,090 | | |
| | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.9% Cash | | 05/21 | | 08/25 | | 7,072 | | | 6,997 | | | 6,988 | | | 0.6 | % | | (5) (6) (7) (9) |
| Heartland, LLC | | Business Services | | 7,072 | | | 6,997 | | | 6,988 | | |
| | | Heartland Veterinary Partners, LLC | | Heartland Veterinary Partners, LLC | | Healthcare | | Subordinated Term Loan | | 11.0% PIK | | 11/21 | | 12/28 | | 6,942 | | | 6,844 | | | 6,241 | | | 0.4 | % | | (7) (28) |
| | | | | | | | | | | | 6,942 | |
| | | | | | | | | | 6,942 | |
| | Heavy Construction Systems Specialists, LLC | |
| | | | Heavy Construction Systems Specialists, LLC | Heavy Construction Systems Specialists, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.1% Cash | | 11/21 | | 11/27 | | 22,807 | | | 22,440 | | | 22,560 | | | 2.0 | % | | (5) (6) (7) (8) | Heavy Construction Systems Specialists, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 11/21 | | 11/27 | | 22,522 | | | 22,229 | | 22,229 | | | 22,427 | | 22,427 | | | 1.4 | | 1.4 | % | | (5) (6) (7) (8) (15) |
| Revolver | | LIBOR + 5.75%, 10.1% Cash | | 11/21 | | 11/27 | | — | | | (34) | | | (24) | | | — | % | | (6) (7) (8) (33) | | | Revolver | | SOFR + 5.50%, 10.8% Cash | | 11/21 | | 11/27 | | — | | | (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.)) | | Insurance | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 7.7% Cash | | 05/21 | | 09/26 | | 9,004 | | | 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.)) | | Insurance | | 9,004 | | | 9,700 | | | 8,851 | | |
| | Heilbron (f/k/a Sucsez (Bolt Bidco B.V.)) | | | Insurance | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.6% Cash | | 05/21 | | 09/26 | | 8,951 | | | 9,738 | | | 8,414 | | | 0.5 | % | | (3) (5) (7) (8) (11) |
| | HEKA Invest | |
| | HEKA Invest | |
| | HEKA Invest | HEKA Invest | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.5% Cash | | 10/22 | | 10/29 | | 10,178 | | | 8,930 | | | 9,914 | | | 0.9 | % | | (3) (5) (6) (7) (12) | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 10/22 | | 10/29 | | 4,069 | | | 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 Distributors | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.7% Cash | | 05/21 | | 07/23 | | 7,520 | | | 7,510 | | | 7,490 | | | 0.7 | % | | (5) (6) (7) (9) |
| 7,520 | | | 7,510 | | | 7,490 | | |
| | Home Care Assistance, LLC | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.9% Cash | | 05/21 | | 03/27 | | 1,539 | | | 1,517 | | | 1,412 | | | 0.1 | % | | (5) (6) (7) (18) |
| 1,539 | | | 1,517 | | | 1,412 | | |
| | Honour Lane Logistics Holdings Limited | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 9.5% Cash | | 04/22 | | 11/28 | | 17,500 | | | 17,040 | | | 17,137 | | | 1.5 | % | | (3) (5) (6) (7) (20) |
| 17,500 | | | 17,040 | | | 17,137 | | |
| | HTI Technology & Industries | | Electronic Component Manufacturing | | First Lien Senior Secured Term Loan | | SOFR + 8.50%, 13.6% Cash | | 07/22 | | 07/25 | | 12,161 | | | 11,952 | | | 11,746 | | | 1.0 | % | | (5) (6) (7) (20) |
| Revolver | | SOFR + 8.50%, 13.6% Cash | | 07/22 | | 07/25 | | — | | | (13) | | | (34) | | | — | % | | (6) (7) (20) (33) |
| 12,161 | | | 11,939 | | | 11,712 | | |
| | HW Holdco, LLC (Hanley Wood LLC) | | Advertising | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 10.2% Cash | | 05/21 | | 12/24 | | 7,138 | | | 7,105 | | | 7,049 | | | 0.6 | % | | (5) (6) (7) (9) |
| First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 9.8% Cash | | 05/21 | | 12/24 | | 6,905 | | | 6,823 | | | 6,826 | | | 0.6 | % | | (5) (6) (7) (8) |
| 14,043 | | | 13,928 | | | 13,875 | | |
| |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Hygie 31 Holding | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 7.4% Cash | | 09/22 | | 09/29 | | $ | 652 | | | $ | 562 | | | $ | 637 | | | 0.1 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 652 | | | 562 | | | 637 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| IM Square | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 8.5% Cash | | 05/21 | | 04/28 | | 4,563 | | | 4,877 | | | 4,451 | | | 0.4 | % | | (3) (5) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.0% Cash | | 12/22 | | 05/28 | | 3,477 | | | 3,273 | | | 3,391 | | | 0.3 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 8,040 | | | 8,150 | | | 7,842 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Image International Intermediate Holdco II, LLC | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.3% Cash | | 05/21 | | 07/24 | | 24,783 | | | 24,697 | | | 24,574 | | | 2.2 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 24,783 | | | 24,697 | | | 24,574 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Infoniqa Holdings GmbH | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 8.2% Cash | | 11/21 | | 11/28 | | 4,094 | | | 4,165 | | | 4,033 | | | 0.4 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 4,094 | | | 4,165 | | | 4,033 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Innovad Group II BV | | Beverage, Food & Tobacco | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.3% Cash | | 05/21 | | 04/28 | | 1,019 | | | 1,096 | | | 894 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 1,019 | | | 1,096 | | | 894 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| INOS 19-090 GmbH | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 5.40%, 8.1% Cash | | 05/21 | | 12/27 | | 443 | | | 722 | | | 665 | | | 0.1 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 443 | | | 722 | | | 665 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Interstellar Group B.V. | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 8.3% Cash | | 08/22 | | 02/29 | | 130 | | | 120 | | | 127 | | | — | % | | (3) (5) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 8.3% Cash | | 08/22 | | 08/29 | | 2,486 | | | 2,265 | | | 2,425 | | | 0.2 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 2,616 | | | 2,385 | | | 2,552 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Ipsen International Holding GmbH | | Capital Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 9.5% Cash, 0.5% PIK | | 05/21 | | 08/24 | | 1,161 | | | 1,203 | | | 1,128 | | | 0.1 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 1,161 | | | 1,203 | | | 1,128 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Iridium Bidco Limited | | Radio & Television | | First Lien Senior Secured Term Loan | | SONIA + 5.00%, 9.2% Cash | | 05/21 | | 04/24 | | 4,719 | | | 5,070 | | | 4,597 | | | 0.4 | % | | (3) (5) (6) (7) (22) |
| | | | | | | | | | 4,719 | | | 5,070 | | | 4,597 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Isolstar Holding NV (IPCOM) | | Trading Companies & Distributors | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 8.8% Cash | | 10/22 | | 10/29 | | 9,330 | | | 8,042 | | | 8,958 | | | 0.8 | % | | (3) (5) (6) (7) (11) |
| | | | | | | | | | 9,330 | | | 8,042 | | | 8,958 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ITI Intermodal, Inc. | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.5% Cash | | 12/21 | | 12/27 | | 8,860 | | | 8,478 | | | 8,467 | | | 0.8 | % | | (5) (6) (7) (19) |
| | Revolver | | SOFR + 6.50%, 11.5% Cash | | 12/21 | | 12/27 | | 22 | | | (3) | | | (4) | | | — | % | | (6) (7) (19) (33) |
| | Common Stock (1,433.37 shares) | | N/A | | 12/21 | | N/A | | | | 750 | | | 750 | | | 0.1 | % | | (6) (31) (33) |
| | | | | | | | | | 8,882 | | | 9,225 | | | 9,213 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Jade Bidco Limited (Jane’s) | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 7.9% Cash | | 05/21 | | 02/29 | | 3,590 | | | 3,553 | | | 3,532 | | | 0.3 | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 9.3% Cash | | 05/21 | | 02/29 | | 21,245 | | | 20,799 | | | 20,904 | | | 1.9 | % | | (3) (5) (6) (7) (20) |
| | | | | | | | | | 24,835 | | | 24,352 | | | 24,436 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Jon Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | BKBM + 4.75%, 10.0% Cash | | 03/22 | | 03/27 | | 3,909 | | | 4,236 | | | 3,824 | | | 0.3 | % | | (3) (5) (6) (7) (27) |
| | | | | | | | | | 3,909 | | | 4,236 | | | 3,824 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Jones Fish Hatcheries & Distributors LLC | | Consumer Products | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.5% Cash | | 02/22 | | 02/28 | | 2,785 | | | 2,738 | | | 2,680 | | | 0.2 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.75%%, 10.6% Cash | | 02/22 | | 02/28 | | 696 | | | 675 | | | 675 | | | 0.1 | % | | (6) (7) (20) (33) |
| | Revolver | | LIBOR + 5.50%, 10.5% Cash | | 02/22 | | 02/28 | | — | | | (7) | | | (16) | | | — | % | | (6) (7) (9) (33) |
| | LLC Units (974.68 units) | | N/A | | 02/22 | | N/A | | | | 97 | | | 162 | | | — | % | | (6) (31) (33) |
| | | | | | | | | | 3,481 | | | 3,503 | | | 3,501 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| HemaSource, Inc. | | Healthcare | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash | | 08/23 | | 08/29 | | $ | 7,626 | | | $ | 7,448 | | | $ | 7,549 | | | 0.5 | % | | (5) (7) (8) (16) |
| | Revolver | | SOFR + 6.00%, 11.3% Cash | | 08/23 | | 08/29 | | 576 | | | 501 | | | 543 | | | — | % | | (7) (8) (16) (28) (29) |
| | Common Stock (184,282 shares) | | N/A | | 08/23 | | N/A | | | | 184 | | | 193 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 8,202 | | | 8,133 | | | 8,285 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Home Care Assistance, LLC | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 05/21 | | 03/27 | | 1,525 | | | 1,508 | | | 1,395 | | | 0.1 | % | | (6) (7) (8) (16) (28) |
| | | | | | | | | | 1,525 | | | 1,508 | | | 1,395 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| HomeX Services Group LLC | | Home Construction | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 11/23 | | 11/29 | | 13,143 | | | 12,731 | | | 13,100 | | | 0.8 | % | | (5) (7) (8) (15) (29) |
| | Revolver | | SOFR + 5.50%, 10.8% Cash | | 11/23 | | 11/29 | | — | | | (64) | | | (7) | | | — | % | | (7) (8) (15) (28) (29) |
| | | | | | | | | | 13,143 | | | 12,667 | | | 13,093 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Honour Lane Logistics Holdings Limited | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 5.10%, 10.3% Cash | | 04/22 | | 11/28 | | 14,583 | | | 14,263 | | | 14,015 | | | 0.9 | % | | (3) (5) (7) (8) (15) |
| | | | | | | | | | 14,583 | | | 14,263 | | | 14,015 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| HTI Technology & Industries | | Electronic Component Manufacturing | | First Lien Senior Secured Term Loan | | SOFR + 8.50%, 13.9% Cash | | 07/22 | | 07/25 | | 9,088 | | | 8,986 | | | 8,861 | | | 0.5 | % | | (5) (6) (7) (8) (16) (28) (29) |
| | Revolver | | SOFR + 8.50%, 13.9% Cash | | 07/22 | | 07/25 | | — | | | (7) | | | (24) | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 9,088 | | | 8,979 | | | 8,837 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| HW Holdco, LLC (Hanley Wood LLC) | | Advertising | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.7% Cash | | 05/21 | | 05/26 | | $ | 19,379 | | | $ | 19,231 | | | $ | 18,991 | | | 1.2 | % | | (5) (6) (7) (8) (16) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | 19,379 | | | 19,231 | | | 18,991 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Hygie 31 Holding | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.9% Cash | | 09/22 | | 09/29 | | 497 | | | 433 | | | 490 | | | — | % | | (3) (5) (7) (8) (11) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.9% Cash | | 09/22 | | 09/29 | | 97 | | | 85 | | | 96 | | | — | % | | (3) (7) (8) (11) (28) |
| | | | | | | | | | 594 | | | 518 | | | 586 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Ice House America, L.L.C. | | Consumer Products | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 01/24 | | 01/30 | | 3,672 | | | 3,596 | | | 3,593 | | | 0.2 | % | | (5) (7) (8) (16) (29) |
| | Revolver | | SOFR + 5.50%, 10.8% Cash | | 01/24 | | 01/30 | | 101 | | | 88 | | | 88 | | | — | % | | (7) (8) (16) (28) (29) |
| | LLC Units (4,504 units) | | N/A | | 01/24 | | N/A | | | | 405 | | | 405 | | | — | % | | (7) (26) |
| | | | | | | | | | 3,773 | | | 4,089 | | | 4,086 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| IM Square | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | EURIBOR + 5.55%, 9.5% Cash | | 05/21 | | 04/28 | | 4,536 | | | 4,894 | | | 4,466 | | | 0.3 | % | | (3) (5) (7) (8) (10) (28) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.05%, 10.0% Cash | | 12/22 | | 05/28 | | 3,456 | | | 3,289 | | | 3,403 | | | 0.2 | % | | (3) (5) (7) (8) (10) |
| | | | | | | | | | 7,992 | | | 8,183 | | | 7,869 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Image International Intermediate Holdco II, LLC | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 11.0% Cash | | 05/21 | | 07/25 | | 24,581 | | | 24,540 | | | 24,502 | | | 1.5 | % | | (5) (6) (7) (8) (15) |
| | | | | | | | | | 24,581 | | | 24,540 | | | 24,502 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Infoniqa Holdings GmbH | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 8.7% Cash | | 11/21 | | 11/28 | | 4,070 | | | 4,180 | | | 4,070 | | | 0.2 | % | | (3) (5) (7) (8) (11) |
| | | | | | | | | | 4,070 | | | 4,180 | | | 4,070 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Innovad Group II BV | | Beverage, Food & Tobacco | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.4% Cash | | 05/21 | | 04/28 | | 1,013 | | | 1,103 | | | 995 | | | 0.1 | % | | (3) (5) (7) (8) (11) (28) (29) |
| | First Lien Senior Secured Term Loan | | SARON + 5.75%, 8.0% Cash | | 05/23 | | 04/28 | | 161 | | | 161 | | | 158 | | | — | % | | (3) (7) (8) (24) (28) |
| | | | | | | | | | 1,174 | | | 1,264 | | | 1,153 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| INOS 19-090 GmbH | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 5.37%, 9.3% Cash | | 05/21 | | 12/27 | | 661 | | | 728 | | | 661 | | | — | % | | (3) (5) (7) (8) (10) |
| | | | | | | | | | 661 | | | 728 | | | 661 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
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| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Kano Laboratories LLC | | Chemicals, Plastics & Rubber | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 10.1% Cash | | 05/21 | | 11/26 | | $ | 2,855 | | | $ | 2,821 | | | $ | 2,808 | | | 0.3 | % | | (5) (6) (7) (10) |
| | | | | | | | | | 2,855 | | | 2,821 | | | 2,808 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Kid Distro Holdings, LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.9% Cash | | 10/21 | | 10/27 | | 23,577 | | | 23,205 | | | 23,341 | | | 2.1 | % | | (5) (6) (7) (9) |
| | LLC Units (1,062,795.2 units) | | N/A | | 10/21 | | N/A | | | | 1,064 | | | 999 | | | 0.1 | % | | (6) (31) (33) |
| | | | | | | | | | 23,577 | | | 24,269 | | | 24,340 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Kona Buyer, LLC | | High Tech Industries | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 9.6% Cash | | 05/21 | | 12/27 | | 14,614 | | | 14,410 | | | 14,399 | | | 1.3 | % | | (5) (6) (7) (19) |
| | | | | | | | | | 14,614 | | | 14,410 | | | 14,399 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| KSLB Holdings, LLC | | Beverage, Food and Tobacco | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 9.4% Cash | | 05/21 | | 07/25 | | 5,948 | | | 5,738 | | | 5,442 | | | 0.5 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 5,948 | | | 5,738 | | | 5,442 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Lambir Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.3% Cash | | 12/21 | | 12/28 | | 2,222 | | | 2,226 | | | 2,115 | | | 0.2 | % | | (3) (5) (6) (7) (12) |
| | Second Lien Senior Secured Term Loan | | 12.0% PIK | | 12/21 | | 06/29 | | 706 | | | 711 | | | 656 | | | 0.1 | % | | (3) (6) (33) |
| | | | | | | | | | 2,928 | | | 2,937 | | | 2,771 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Lattice Group Holdings Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 9.9% Cash | | 05/22 | | 05/29 | | 709 | | | 688 | | | 674 | | | 0.1 | % | | (3) (5) (6) (7) (19) |
| | Revolver | | SOFR + 5.75%, 10.1% Cash | | 05/22 | | 11/28 | | 35 | | | 35 | | | 34 | | | — | % | | (3) (6) (7) (19) (33) |
| | | | | | | | | | 744 | | | 723 | | | 708 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| LeadsOnline, LLC | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | LIBOR +4.75%, 9.5% Cash | | 02/22 | | 02/28 | | 12,885 | | | 12,697 | | | 12,746 | | | 1.1 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 4.75%, 9.5% Cash | | 02/22 | | 02/28 | | — | | | (28) | | | (21) | | | — | % | | (6) (7) (9) (33) |
| | LLC Units (39,370.1 units) | | N/A | | 02/22 | | N/A | | | | 39 | | | 54 | | | — | % | | (6) (33) |
| | | | | | | | | | 12,885 | | | 12,708 | | | 12,779 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Liberty Steel Holdings USA Inc. | | Industrial Other | | Revolver | | SOFR + 4.50%, 9.3% Cash | | 04/22 | | 04/25 | | 7,500 | | | 7,449 | | | 7,449 | | | 0.7 | % | | (5) (6) (7) (19) |
| | | | | | | | | | 7,500 | | | 7,449 | | | 7,449 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Life Extension Institute, Inc. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.3% Cash | | 05/21 | | 02/24 | | 6,962 | | | 6,962 | | | 6,962 | | | 0.6 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 6,962 | | | 6,962 | | | 6,962 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Listrac Bidco Limited | | Health Care | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 9.9% Cash | | 02/23 | | 02/27 | | 979 | | | 946 | | | 979 | | | 0.1 | % | | (3) (6) (7) (23) (33) |
| | Super Senior Secured Term Loan | | SONIA + 12.00%, 15.9% Cash | | 02/23 | | 08/26 | | 167 | | | 156 | | | 161 | | | — | % | | (3) (6) (7) (23) (33) |
| | Common Stock (255 shares) | | N/A | | 03/23 | | N/A | | — | | | 494 | | | 421 | | | — | % | | (3) (6) (31) (33) |
| | | | | | | | | | 1,146 | | | 1,596 | | | 1,561 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| LivTech Purchaser, Inc. | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 9.9% Cash | | 05/21 | | 12/25 | | 1,527 | | | 1,514 | | | 1,502 | | | 0.1 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 1,527 | | | 1,514 | | | 1,502 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Long Term Care Group, Inc. | | Healthcare | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.2% Cash | | 04/22 | | 09/27 | | 4,179 | | | 4,108 | | | 3,398 | | | 0.3 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 4,179 | | | 4,108 | | | 3,398 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Marmoutier Holding B.V. | | Consumer Products | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.8% Cash | | 12/21 | | 12/24 | | 363 | | | 331 | | | 310 | | | — | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.8% Cash | | 12/21 | | 12/28 | | 1,858 | | | 1,890 | | | 1,603 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| | Revolver | | EURIBOR + 5.00%, 7.8% Cash | | 12/21 | | 06/27 | | 46 | | | 42 | | | 25 | | | — | % | | (3) (6) (7) (12) (33) |
| | | | | | | | | | 2,267 | | | 2,263 | | | 1,938 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Interstellar Group B.V. | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 9.9% Cash | | 08/22 | | 08/29 | | $ | 3,187 | | | $ | 3,055 | | | $ | 3,156 | | | 0.2 | % | | (3) (5) (7) (8) (10) (29) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 9.9% Cash | | 08/22 | | 02/29 | | 129 | | | 123 | | | 128 | | | — | % | | (3) (5) (7) (8) (10) |
| | | | | | | | | | 3,316 | | | 3,178 | | | 3,284 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| InvoCare Limited | | Consumer Cyclical Services | | First Lien Senior Secured Term Loan | | BBSY + 6.25%, 10.6% Cash | | 11/23 | | 11/29 | | 4,066 | | | 3,951 | | | 3,938 | | | 0.2 | % | | (3) (5) (7) (8) (13) (29) |
| | | | | | | | | | 4,066 | | | 3,951 | | | 3,938 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Ipsen International Holding GmbH | | Capital Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 10.6% Cash, 0.5% PIK | | 05/21 | | 08/24 | | 1,156 | | | 1,256 | | | 1,156 | | | 0.1 | % | | (3) (7) (8) (11) (28) |
| | | | | | | | | | 1,156 | | | 1,256 | | | 1,156 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Iridium Bidco Limited | | Radio & Television | | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 11.0% Cash | | 05/21 | | 04/25 | | 4,822 | | | 5,093 | | | 4,658 | | | 0.3 | % | | (3) (5) (7) (8) (19) |
| | | | | | | | | | 4,822 | | | 5,093 | | | 4,658 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Isolstar Holding NV (IPCOM) | | Trading Companies & Distributors | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 10/22 | | 10/29 | | 10,438 | | | 9,299 | | | 10,546 | | | 0.6 | % | | (3) (5) (7) (8) (10) (29) |
| | | | | | | | | | 10,438 | | | 9,299 | | | 10,546 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ISTO Technologies II, LLC | | Healthcare | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 10/23 | | 10/28 | | 6,903 | | | 6,742 | | | 6,757 | | | 0.4 | % | | (5) (7) (8) (16) |
| | Revolver | | SOFR + 6.25%, 11.6% Cash | | 10/23 | | 10/28 | | — | | | (25) | | | (24) | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 6,903 | | | 6,717 | | | 6,733 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ITI Intermodal, Inc. | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.9% Cash | | 12/21 | | 12/27 | | 12,272 | | | 11,972 | | | 12,100 | | | 0.7 | % | | (5) (7) (8) (16) (28) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.7% Cash | | 12/21 | | 12/27 | | 705 | | | 696 | | | 690 | | | — | % | | (6) (7) (8) (16) |
| | Revolver | | SOFR + 6.50%, 11.9% Cash | | 12/21 | | 12/27 | | 101 | | | 72 | | | 73 | | | — | % | | (7) (8) (16) (28) (29) |
| | Common Stock (7,500.4 shares) | | N/A | | 12/21 | | N/A | | | | 750 | | | 764 | | | — | % | | (7) (26) |
| | | | | | | | | | 13,078 | | | 13,490 | | | 13,627 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Jade Bidco Limited (Jane's) | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 9.3% Cash | | 05/21 | | 02/29 | | 3,569 | | | 3,564 | | | 3,569 | | | 0.2 | % | | (3) (5) (7) (8) (11) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.6% Cash | | 05/21 | | 02/29 | | 21,245 | | | 20,864 | | | 21,245 | | | 1.3 | % | | (3) (5) (7) (8) (17) |
| | | | | | | | | | 24,814 | | | 24,428 | | | 24,814 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Jon Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | BKBM + 4.50%, 10.2% Cash | | 03/22 | | 03/27 | | 3,894 | | | 4,413 | | | 3,858 | | | 0.2 | % | | (3) (5) (7) (8) (23) (29) |
| | | | | | | | | | 3,894 | | | 4,413 | | | 3,858 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Jones Fish Hatcheries & Distributors LLC | | Consumer Products | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 02/22 | | 02/28 | | 8,043 | | | 7,890 | | | 7,946 | | | 0.5 | % | | (5) (7) (8) (16) (28) |
| | | | | | | | | | | | | | | | | | |
| | Revolver | | SOFR + 5.50%, 10.9% Cash | | 02/22 | | 02/28 | | — | | | (5) | | | (5) | | | — | % | | (7) (8) (16) (28) (29) |
| | LLC Units (1,018 units) | | N/A | | 02/22 | | N/A | | | | 107 | | | 242 | | | — | % | | (7) |
| | | | | | | | | | 8,043 | | | 7,992 | | | 8,183 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Kano Laboratories LLC | | Chemicals, Plastics & Rubber | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 05/21 | | 11/26 | | 7,202 | | | 7,071 | | | 7,002 | | | 0.4 | % | | (5) (6) (7) (8) (16) (28) (29) |
| | | | | | | | | | 7,202 | | | 7,071 | | | 7,002 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Kid Distro Holdings, LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 10/21 | | 10/27 | | 23,338 | | | 23,030 | | | 23,291 | | | 1.4 | % | | (5) (6) (7) (8) (16) |
| | LLC Units (1,062,795.2 units) | | N/A | | 10/21 | | N/A | | | | 1,064 | | | 1,010 | | | 0.1 | % | | (7) (26) |
| | | | | | | | | | 23,338 | | | 24,094 | | | 24,301 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Kona Buyer, LLC | | High Tech Industries | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash | | 05/21 | | 12/27 | | 25,721 | | | 25,397 | | | 25,335 | | | 1.5 | % | | (5) (7) (8) (16) |
| | | | | | | | | | 25,721 | | | 25,397 | | | 25,335 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| KSLB Holdings, LLC | | Beverage, Food and Tobacco | | First Lien Senior Secured Term Loan | | SOFR + 4.50%, 10.0% Cash | | 05/21 | | 07/25 | | 5,901 | | | 5,778 | | | 5,576 | | | 0.3 | % | | (5) (7) (8) (16) |
| | | | | | | | | | 5,901 | | | 5,778 | | | 5,576 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Marshall Excelsior Co. | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.5% Cash | | 02/22 | | 02/28 | | $ | 5,689 | | | $ | 5,610 | | | $ | 5,619 | | | 0.5 | % | | (5) (6) (7) (19) |
| | Revolver | | Prime + 5.50%, 13.5% Cash | | 02/22 | | 02/28 | | 835 | | | 822 | | | 824 | | | 0.1 | % | | (6) (7) (30) (33) |
| | | | | | | | | | 6,524 | | | 6,432 | | | 6,443 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| MC Group Ventures Corporation | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.3% Cash | | 07/21 | | 06/27 | | 6,571 | | | 6,459 | | | 6,509 | | | 0.6 | % | | (5) (6) (7) (9) |
| | Partnership Units (560 Units) | | N/A | | 06/21 | | N/A | | | | 560 | | | 679 | | | 0.1 | % | | (6) (31) (33) |
| | | | | | | | | | 6,571 | | | 7,019 | | | 7,188 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Media Recovery, Inc. (SpotSee) | | Containers, Packaging & Glass | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 10.2% Cash | | 05/21 | | 11/25 | | 864 | | | 972 | | | 864 | | | 0.1 | % | | (5) (6) (7) (21) |
| | | | | | | | | | 864 | | | 972 | | | 864 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Median B.V. | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 9.4% Cash | | 02/22 | | 10/27 | | 6,120 | | | 6,522 | | | 5,094 | | | 0.5 | % | | (3) (5) (7) (23) |
| | | | | | | | | | 6,120 | | | 6,522 | | | 5,094 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Medical Solutions Parent Holdings, Inc. | | Healthcare | | Second Lien Senior Secured Term Loan | | SOFR + 7.00%, 12.0% Cash | | 11/21 | | 11/29 | | 4,421 | | | 4,383 | | | 4,001 | | | 0.4 | % | | (5) (7) (19) |
| | | | | | | | | | 4,421 | | | 4,383 | | | 4,001 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Medplast Holdings, Inc. | | Health Care | | Second Lien Senior Secured Term Loan | | LIBOR + 7.75%, 12.6% Cash | | 05/21 | | 07/26 | | 9,325 | | | 8,755 | | | 7,894 | | | 0.7 | % | | (5) (7) (8) |
| | | | | | | | | | 9,325 | | | 8,755 | | | 7,894 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Mercell Holding AS | | Technology | | First Lien Senior Secured Term Loan | | NIBOR + 6.00%, 9.0% Cash | | 08/22 | | 08/29 | | 2,999 | | | 3,129 | | | 2,925 | | | 0.3 | % | | (3) (5) (6) (29) |
| | Class A Units (114.4 units) | | N/A | | 08/22 | | N/A | | | | 111 | | | 115 | | | — | % | | (3) (6) (31) (33) |
| | Class B Units (28,943.8 units) | | N/A | | 08/22 | | N/A | | | | — | | | 54 | | | — | % | | (3) (6) (31) (33) |
| | | | | | | | | | 2,999 | | | 3,240 | | | 3,094 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Mertus 522. GmbH | | Health Care | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.5% Cash | | 05/21 | | 05/26 | | 3,896 | | | 3,926 | | | 3,662 | | | 0.3 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 3,896 | | | 3,926 | | | 3,662 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Metis BidCo Pty Limited | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | BBSY + 5.25%, 8.5% Cash | | 05/21 | | 04/26 | | 382 | | | 439 | | | 382 | | | — | % | | (3) (5) (6) (16) |
| | | | | | | | | | 382 | | | 439 | | | 382 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| MNS Buyer, Inc. | | Construction and Building | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.5% Cash | | 08/21 | | 08/27 | | 909 | | | 895 | | | 792 | | | 0.1 | % | | (5) (6) (7) (8) |
| | Partnership Units (76.92 Units) | | N/A | | 08/21 | | N/A | | | | 77 | | | 25 | | | — | % | | (6) (31) (33) |
| | | | | | | | | | 909 | | | 972 | | | 817 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Modern Star Holdings Bidco Pty Limited | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | BBSY + 6.25%, 9.7% Cash | | 05/21 | | 12/26 | | 774 | | | 859 | | | 763 | | | 0.1 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 774 | | | 859 | | | 763 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Mold-Rite Plastics, LLC | | Containers, Packaging & Glass | | Second Lien Senior Secured Term Loan | | LIBOR + 7.00%, 11.2% Cash | | 09/21 | | 09/29 | | 13,983 | | | 12,756 | | | 8,949 | | | 0.8 | % | | (5) (6) (7) (10) |
| | | | | | | | | | 13,983 | | | 12,756 | | | 8,949 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Murphy Midco Limited | | Media, Diversified & Production | | First Lien Senior Secured Term Loan | | SONIA + 5.00%, 8.2% Cash | | 05/21 | | 11/27 | | 642 | | | 704 | | | 627 | | | 0.1 | % | | (3) (5) (6) (7) (23) |
| | | | | | | | | 642 | | | 704 | | | 627 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Music Reports, Inc. | | Media & Entertainment | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.2% Cash | | 05/21 | | 08/26 | | 2,441 | | | 2,413 | | | 2,415 | | | 0.2 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 2,441 | | | 2,413 | | | 2,415 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Napa Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 9.6% Cash | | 03/22 | | 03/28 | | 13,139 | | | 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) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Lambir Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 12/21 | | 12/28 | | $ | 2,319 | | | $ | 2,345 | | | $ | 2,134 | | | 0.1 | % | | (3) (5) (7) (8) (10) (29) |
| | Second Lien Senior Secured Term Loan | | 12.0% PIK | | 12/21 | | 06/29 | | 790 | | | 803 | | | 711 | | | — | % | | (3) (7) (28) |
| | | | | | | | | | 3,109 | | | 3,148 | | | 2,845 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Lattice Group Holdings Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 05/22 | | 05/29 | | 727 | | | 709 | | | 680 | | | — | % | | (3) (5) (7) (8) (17) (29) |
| | Revolver | | SOFR + 5.75%, 11.1% Cash | | 05/22 | | 11/28 | | 18 | | | 17 | | | 16 | | | — | % | | (3) (7) (8) (17) (28) (29) |
| | | | | | | | | | 745 | | | 726 | | | 696 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| LeadsOnline, LLC | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 02/22 | | 02/28 | | 10,795 | | | 10,665 | | | 10,687 | | | 0.7 | % | | (5) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.4% Cash | | 09/23 | | 02/28 | | 5,873 | | | 5,741 | | | 5,873 | | | 0.4 | % | | (5) (7) (8) (16) |
| | Revolver | | SOFR + 6.00%, 11.3% Cash | | 02/22 | | 02/28 | | — | | | (49) | | | (32) | | | — | % | | (7) (8) (16) (28) (29) |
| | LLC Units (61,304.4 units) | | N/A | | 02/22 | | N/A | | | | 63 | | | 129 | | | — | % | | (7) |
| | | | | | | | | | 16,668 | | | 16,420 | | | 16,657 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Life Extension Institute, Inc. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 05/21 | | 02/26 | | 6,781 | | | 6,781 | | | 6,781 | | | 0.4 | % | | (6) (7) (8) (16) |
| | | | | | | | | | 6,781 | | | 6,781 | | | 6,781 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Listrac Bidco Limited | | Health Care | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 11.2% Cash | | 02/23 | | 02/27 | | 1,000 | | | 946 | | | 1,001 | | | 0.1 | % | | (3) (7) (8) (19) (28) |
| | Super Senior Secured Term Loan | | SONIA + 12.00%, 17.2% Cash | | 02/23 | | 08/26 | | 171 | | | 157 | | | 171 | | | — | % | | (3) (7) (8) (19) (28) |
| | Common Stock (255 shares) | | N/A | | 03/23 | | N/A | | | | 494 | | | 1,065 | | | 0.1 | % | | (3) (7) (26) (28) |
| | | | | | | | | | 1,171 | | | 1,597 | | | 2,237 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| LivTech Purchaser, Inc. | | Business Services | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.3% Cash | | 05/21 | | 12/25 | | 1,527 | | | 1,520 | | | 1,524 | | | 0.1 | % | | (6) (7) (8) (16) (28) |
| | | | | | | | | | 1,527 | | | 1,520 | | | 1,524 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Long Term Care Group, Inc. | | Healthcare | | First Lien Senior Secured Term Loan | | SOFR + 1.00%, 6.3% Cash, 6.0% PIK | | 04/22 | | 09/27 | | 4,385 | | | 4,326 | | | 3,753 | | | 0.2 | % | | (5) (7) (8) (15) |
| | | | | | | | | | 4,385 | | | 4,326 | | | 3,753 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Marmoutier Holding B.V. | | Consumer Products | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75% PIK, 10.6% PIK | | 12/21 | | 12/28 | | 2,009 | | | 2,062 | | | 932 | | | 0.1 | % | | (3) (5) (7) (8) (10) (27) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.75% PIK, 10.6% PIK | | 12/21 | | 12/24 | | 379 | | | 353 | | | 163 | | | — | % | | (3) (5) (7) (8) (10) (27) (29) |
| | Super Senior Secured Term Loan | | EURIBOR + 6.00% PIK, 9.9% PIK | | 03/24 | | 06/27 | | 185 | | | 185 | | | 185 | | | — | % | | (3) (7) (8) (10) (27) (28) |
| | Revolver | | EURIBOR + 5.75% PIK, 9.6% PIK | | 12/21 | | 12/28 | | 50 | | | 47 | | | (35) | | | — | % | | (3) (7) (8) (10) (27) (28) (29) |
| | | | | | | | | | 2,623 | | | 2,647 | | | 1,245 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Marshall Excelsior Co. | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 02/22 | | 02/28 | | 5,631 | | | 5,568 | | | 5,609 | | | 0.3 | % | | (5) (7) (8) (16) |
| | Revolver | | SOFR + 5.50%, 10.8% Cash | | 02/22 | | 02/28 | | 1,065 | | | 1,049 | | | 1,061 | | | 0.1 | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 6,696 | | | 6,617 | | | 6,670 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| MB Purchaser, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash | | 01/24 | | 01/30 | | 1,770 | | | 1,657 | | | 1,652 | | | 0.1 | % | | (5) (7) (8) (16) (29) |
| | Revolver | | SOFR + 4.75%, 10.1% Cash | | 01/24 | | 01/30 | | — | | | (16) | | | (16) | | | — | % | | (7) (8) (16) (28) (29) |
| | LLC Units (175 units) | | N/A | | 01/24 | | N/A | | | | 183 | | | 182 | | | — | % | | (7) (26) |
| | | | | | | | | | 1,770 | | | 1,824 | | | 1,818 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Narda Acquisitionco., Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.7% Cash | | 12/21 | | 12/27 | | $ | 4,545 | | | $ | 4,481 | | | $ | 4,341 | | | 0.4 | % | | (5) (6) (7) (8) |
| | Revolver | | LIBOR + 5.50%, 10.3% Cash | | 12/21 | | 12/27 | | 106 | | | 91 | | | 58 | | | — | % | | (6) (7) (9) (33) |
| | Class A Preferred Stock (3,708.01 shares) | | N/A | | 12/21 | | N/A | | | | 371 | | | 376 | | | — | % | | (6) (31) (33) |
| | Class B Common Stock (412 shares) | | N/A | | 12/21 | | N/A | | | | 41 | | | 4 | | | — | % | | (6) (31) (33) |
| | | | | | | | | | 4,651 | | | 4,984 | | | 4,779 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Navia Benefit Solutions, Inc. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.5% Cash | | 05/21 | | 02/27 | | 3,993 | | | 3,949 | | | 3,926 | | | 0.4 | % | | (5) (6) (7) (18) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.7% Cash | | 05/21 | | 02/27 | | 569 | | | 563 | | | 559 | | | — | % | | (6) (7) (19) (33) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.2% Cash | | 11/22 | | 02/27 | | 2,036 | | | 1,989 | | | 1,991 | | | 0.2 | % | | (5) (6) (7) (19) |
| | | | | | | | | | 6,598 | | | 6,501 | | | 6,476 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| NeoxCo | | Internet Software & Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.4% Cash | | 01/23 | | 01/30 | | 2,109 | | | 2,035 | | | 2,031 | | | 0.2 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 2,109 | | | 2,035 | | | 2,031 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Net Health Acquisition Corp. | | Health Care Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.6% Cash | | 05/21 | | 12/05 | | 3,590 | | | 3,569 | | | 3,568 | | | 0.3 | % | | (5) (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.6% Cash | | 05/21 | | 12/25 | | 7,343 | | | 7,298 | | | 7,298 | | | 0.7 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 10,933 | | | 10,867 | | | 10,866 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Nexus Underwriting Management Limited | | Other Financial | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 7.4% Cash | | 10/21 | | 10/28 | | 4,189 | | | 4,438 | | | 4,105 | | | 0.4 | % | | (3) (5) (6) (7) (23) |
| | Revolver | | SONIA + 5.25%, 7.4% Cash | | 10/21 | | 04/23 | | 150 | | | 161 | | | 150 | | | — | % | | (3) (6) (7) (23) (33) |
| | | | | | | | | | 4,339 | | | 4,599 | | | 4,255 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| NF Holdco, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.4% | | 03/23 | | 02/29 | | 8,561 | | | 8,304 | | | 8,303 | | | 0.7 | % | | (6) (7) (19) (33) |
| | Revolver | | SOFR + 6.50%, 11.4% | | 03/23 | | 02/29 | | — | | | (44) | | | (44) | | | — | % | | (6) (7) (19) (33) |
| | | | | | | | | | 8,561 | | | 8,260 | | | 8,259 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Northstar Recycling, LLC | | Environmental Industries | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 9.9% Cash | | 10/21 | | 09/27 | | 6,113 | | | 6,017 | | | 6,049 | | | 0.5 | % | | (5) (6) (7) (19) |
| | | | | | | | | | 6,113 | | | 6,017 | | | 6,049 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Novotech Aus Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 5.25%, 8.8% Cash | | 01/22 | | 01/28 | | 3,860 | | | 4,110 | | | 3,714 | | | 0.3 | % | | (3) (5) (6) (7) (17) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.2% Cash | | 01/22 | | 01/28 | | 4,177 | | | 4,081 | | | 3,981 | | | 0.4 | % | | (3) (5) (6) (7) (20) |
| | | | | | | | | | 8,037 | | | 8,191 | | | 7,695 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| NPM Investments 28 B.V. | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.3% Cash | | 09/22 | | 10/29 | | 4,364 | | | 3,812 | | | 4,242 | | | 0.4 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 4,364 | | | 3,812 | | | 4,242 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| OA Buyer, Inc. | | Healthcare | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.6% Cash | | 12/21 | | 12/28 | | 9,544 | | | 9,380 | | | 9,411 | | | 0.8 | % | | (5) (6) (7) (19) |
| | Revolver | | SOFR + 5.75%, 10.6% Cash | | 12/21 | | 12/28 | | — | | | (22) | | | (19) | | | — | % | | (6) (7) (19) (33) |
| | Partnership Units (210,920.11 units) | | N/A | | 12/21 | | N/A | | | | 211 | | | 226 | | | — | % | | (6) (31) (33) |
| | | | | | | | | | 9,544 | | | 9,569 | | | 9,618 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| OAC Holdings I Corp | | Automotive | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.8% Cash | | 03/22 | | 03/29 | | 3,603 | | | 3,541 | | | 3,555 | | | 0.3 | % | | (5) (6) (7) (19) |
| | Revolver | | SOFR + 5.00%, 9.8% Cash | | 03/22 | | 03/28 | | 1,116 | | | 1,093 | | | 1,097 | | | 0.1 | % | | (6) (7) (19) (33) |
| | | | | | | | | | 4,719 | | | 4,634 | | | 4,652 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| OG III B.V. | | Containers & Glass Products | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 8.7% Cash | | 06/21 | | 06/28 | | 15,197 | | | 16,188 | | | 14,323 | | | 1.3 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 15,197 | | | 16,188 | | | 14,323 | | | | | |
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| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| MC Group Ventures Corporation | | Business Services | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 07/21 | | 06/27 | | $ | 6,535 | | | $ | 6,448 | | | $ | 6,535 | | | 0.4 | % | | (5) (6) (7) (8) (16) (29) |
| | Partnership Units (560 Units) | | N/A | | 06/21 | | N/A | | | | 560 | | | 555 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 6,535 | | | 7,008 | | | 7,090 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Media Recovery, Inc. (SpotSee) | | Containers, Packaging & Glass | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 11.3% Cash | | 05/21 | | 11/25 | | 881 | | | 974 | | | 858 | | | 0.1 | % | | (5) (7) (8) (18) |
| | | | | | | | | | 881 | | | 974 | | | 858 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Median B.V. | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 11.3% Cash | | 02/22 | | 10/27 | | 6,253 | | | 6,557 | | | 5,871 | | | 0.4 | % | | (3) (5) (8) (19) |
| | | | | | | | | | 6,253 | | | 6,557 | | | 5,871 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Medical Solutions Parent Holdings, Inc. | | Healthcare | | Second Lien Senior Secured Term Loan | | SOFR + 7.00%, 12.4% Cash | | 11/21 | | 11/29 | | 4,421 | | | 4,388 | | | 3,531 | | | 0.2 | % | | (5) (8) (16) |
| | | | | | | | | | 4,421 | | | 4,388 | | | 3,531 | | | | | |
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| Medplast Holdings, Inc. | | Health Care | | Second Lien Senior Secured Term Loan | | SOFR + 7.75%, 13.2% Cash | | 05/21 | | 07/26 | | 9,325 | | | 8,912 | | | 9,145 | | | 0.6 | % | | (5) (8) (15) |
| | | | | | | | | | 9,325 | | | 8,912 | | | 9,145 | | | | | |
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| Megawatt Acquisitionco, Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.6% Cash | | 03/24 | | 03/30 | | 8,024 | | | 7,865 | | | 7,864 | | | 0.5 | % | | (5) (7) (8) (16) |
| | Revolver | | SOFR + 5.25%, 10.6% Cash | | 03/24 | | 03/30 | | — | | | (39) | | | (40) | | | — | % | | (7) (8) (16) (28) (29) |
| | Preferred Stock (5,524 shares) | | N/A | | 03/24 | | N/A | | | | 552 | | | 552 | | | — | % | | (7) (26) (28) |
| | Common Stock (615 shares) | | N/A | | 03/24 | | N/A | | | | 62 | | | 62 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 8,024 | | — | | 8,440 | | | 8,438 | | | | | |
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| Mercell Holding AS | | Technology | | First Lien Senior Secured Term Loan | | NIBOR + 5.50%, 10.1% Cash | | 08/22 | | 08/29 | | 2,895 | | | 3,141 | | | 2,854 | | | 0.2 | % | | (3) (5) (7) (8) (25) (29) |
| | Class A Units (114.4 units) | | 9.0% PIK | | 08/22 | | N/A | | | | 111 | | | 122 | | | — | % | | (3) (7) (26) (28) |
| | Class B Units (28,943.8 units) | | N/A | | 08/22 | | N/A | | | | — | | | 46 | | | — | % | | (3) (7) (26) (28) |
| | | | | | | | | | 2,895 | | | 3,252 | | | 3,022 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Mertus 522. GmbH | | Health Care | | First Lien Senior Secured Term Loan | | EURIBOR + 7.00%, 10.9% Cash | | 05/21 | | 05/26 | | 3,889 | | | 4,029 | | | 3,644 | | | 0.2 | % | | (3) (5) (7) (8) (11) |
| | | | | | | | | | 3,889 | | | 4,029 | | | 3,644 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Metis BidCo Pty Limited | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | BBSY + 5.25%, 9.7% Cash | | 05/21 | | 04/26 | | 372 | | | 439 | | | 372 | | | — | % | | (3) (5) (7) (13) (28) |
| | | | | | | | | | 372 | | | 439 | | | 372 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| MNS Buyer, Inc. | | Construction and Building | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 08/21 | | 08/27 | | 900 | | | 889 | | | 900 | | | 0.1 | % | | (5) (7) (8) (15) |
| | Partnership Units (76,923.10 Units) | | N/A | | 08/21 | | N/A | | | | 77 | | | 88 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 900 | | | 966 | | | 988 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Modern Star Holdings Bidco Pty Limited | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | BBSY + 5.50%, 10.3% Cash | | 05/21 | | 12/26 | | 1,870 | | | 1,937 | | | 1,855 | | | 0.1 | % | | (3) (5) (7) (8) (14) (28) (29) |
| | | | | | | | | | 1,870 | | | 1,937 | | | 1,855 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Mold-Rite Plastics, LLC | | Containers, Packaging & Glass | | Second Lien Senior Secured Term Loan | | SOFR + 7.00%, 12.4% Cash | | 09/21 | | 09/29 | | 13,983 | | | 12,893 | | | 5,506 | | | 0.3 | % | | (5) (8) (17) |
| | | | | | | | | | 13,983 | | | 12,893 | | | 5,506 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Moonlight Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 11.6% Cash | | 07/23 | | 07/30 | | 1,877 | | | 1,878 | | | 1,821 | | | 0.1 | % | | (3) (7) (8) (18) (28) (29) |
| | Common Stock (10,590 shares) | | N/A | | 07/23 | | N/A | | | | 138 | | | 167 | | | — | % | | (3) (7) (26) (28) |
| | | | | | | | | | 1,877 | | | 2,016 | | | 1,988 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Murphy Midco Limited | | Media, Diversified & Production | | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 10.7% Cash | | 05/21 | | 11/27 | | 744 | | | 795 | | | 744 | | | — | % | | (3) (5) (7) (8) (19) (28) |
| | | | | | | | | 744 | | | 795 | | | 744 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
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Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
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| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Omni Intermediate Holdings, LLC | | Transportation | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.9% Cash | | 05/21 | | 12/26 | | $ | 20,072 | | | $ | 19,878 | | | $ | 19,530 | | | 1.7 | % | | (5) (6) (7) (19) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.9% Cash | | 06/22 | | 12/26 | | 4,988 | | | 4,891 | | | 4,831 | | | 0.4 | % | | (5) (6) (7) (19) |
| | | | | | | | | | 25,060 | | | 24,769 | | | 24,361 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Options Technology Ltd. | | Computer Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.0% Cash | | 05/21 | | 12/25 | | 8,509 | | | 8,392 | | | 8,271 | | | 0.7 | % | | (3) (5) (6) (7) (10) |
| | | | | | | | | | 8,509 | | | 8,392 | | | 8,271 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Oracle Vision Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 4.75%, 7.7% Cash | | 06/21 | | 05/28 | | 1,371 | | | 1,528 | | | 1,371 | | | 0.1 | % | | (3) (5) (6) (7) (23) |
| | | | | | | | | | 1,371 | | | 1,528 | | | 1,371 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Origin Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.4% Cash | | 06/21 | | 06/28 | | 360 | | | 395 | | | 351 | | | — | % | | (3) (5) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.7% Cash | | 06/21 | | 06/28 | | 597 | | | 584 | | | 582 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 957 | | | 979 | | | 933 | | | | | |
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| OSP Hamilton Purchaser, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.0% Cash | | 12/21 | | 12/27 | | 2,258 | | | 2,221 | | | 2,190 | | | 0.2 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.9% Cash | | 12/22 | | 12/27 | | 2,274 | | | 2,209 | | | 2,206 | | | 0.2 | % | | (5) (6) (7) (19) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.1%% Cash | | 03/23 | | 12/27 | | 14,025 | | | 13,606 | | | 13,604 | | | 1.2 | % | | (6) (7) (19) (33) |
| | Revolver | | LIBOR + 6.00%, 11.0% Cash | | 12/21 | | 12/27 | | 56 | | | 30 | | | 28 | | | — | % | | (6) (7) (9) (33) |
| | LP Units (60,040 units) | | N/A | | 07/22 | | N/A | | | | 634 | | | 652 | | | 0.1 | % | | (6) (31) (33) |
| | | | | | | | | | 18,613 | | | 18,700 | | | 18,680 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Panoche Energy Center LLC | | Electric | | First Lien Senior Secured Bond | | 6.9% Cash | | 07/22 | | 07/29 | | 4,636 | | | 4,185 | | | 4,312 | | | 0.4 | % | | (6) (33) |
| | | | | | | | | | 4,636 | | | 4,185 | | | 4,312 | | | | | |
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| Panther Bidco Pty Ltd (Junior Adventures Group) | | Consumer Services | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 9.4% Cash | | 05/21 | | 06/24 | | 647 | | | 746 | | | 621 | | | 0.1 | % | | (3) (5) (6) (17) |
| | | | | | | | | | 647 | | | 746 | | | 621 | | | | | |
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| Pare SAS (SAS Maurice MARLE) | | Health Care Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 8.6% Cash, 0.75% PIK | | 05/21 | | 12/26 | | $ | 539 | | | $ | 594 | | | $ | 525 | | | — | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 10.2% Cash | | 11/22 | | 10/26 | | 4,900 | | | 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 Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 9.4% Cash | | 05/21 | | 02/27 | | 361 | | | 398 | | | 345 | | | — | % | | (3) (5) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.75%, 11.4% Cash | | 05/21 | | 02/27 | | 443 | | | 439 | | | 423 | | | — | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 804 | | | 837 | | | 768 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| PDQ.Com Corporation | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.7% Cash | | 08/21 | | 08/27 | | 16,919 | | | 16,619 | | | 16,707 | | | 1.5 | % | | (5) (6) (7) (9) |
| | Class A-2 Partnership Units (86.4 units) | | N/A | | 08/21 | | N/A | | | | 86 | | | 136 | | | — | % | | (6) (31) (33) |
| | | | | | | | | | 16,919 | | | 16,705 | | | 16,843 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| PEGASUS TRANSTECH HOLDING, LLC | | Trucking | | First Lien Senior Secured Term Loan | | LIBOR + 6.75%, 11.6% Cash | | 05/21 | | 11/24 | | 9,955 | | | 9,929 | | | 9,667 | | | 0.9 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 9,955 | | | 9,929 | | | 9,667 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Perforce Software, Inc. | | Internet Software & Services | | Second Lien Senior Secured Term Loan | | LIBOR + 8.00%, 12.8% Cash | | 05/21 | | 07/27 | | 6,497 | | | 6,437 | | | 6,335 | | | 0.6 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 6,497 | | | 6,437 | | | 6,335 | | | | | |
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| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Music Reports, Inc. | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.5% Cash | | 05/21 | | 08/26 | | $ | 2,441 | | | $ | 2,420 | | | $ | 2,338 | | | 0.1 | % | | (6) (7) (8) (16) |
| | | | | | | | | | 2,441 | | | 2,420 | | | 2,338 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Napa Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 5.00%, 9.4% Cash | | 03/22 | | 03/28 | | 12,798 | | | 13,846 | | | 12,674 | | | 0.8 | % | | (3) (5) (7) (8) (13) |
| | | | | | | | | | 12,798 | | | 13,846 | | | 12,674 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Narda Acquisitionco., Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 12/21 | | 12/27 | | 4,147 | | | 4,099 | | | 4,147 | | | 0.3 | % | | (6) (7) (8) (16) |
| | Revolver | | SOFR + 5.00%, 10.4% Cash | | 12/21 | | 12/27 | | — | | | (11) | | | — | | | — | % | | (7) (8) (16) (28) (29) |
| | Class A Preferred Stock (3,708.10 shares) | | N/A | | 12/21 | | N/A | | | | 371 | | | 441 | | | — | % | | (7) (26) (28) |
| | Class B Common Stock (412 shares) | | N/A | | 12/21 | | N/A | | | | 41 | | | 267 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 4,147 | | | 4,500 | | | 4,855 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Navia Benefit Solutions, Inc. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SOFR + 2.00%, 7.4% Cash, 3.0% PIK | | 05/21 | | 02/27 | | 4,947 | | | 4,868 | | | 4,870 | | | 0.3 | % | | (7) (8) (15) (28) |
| | First Lien Senior Secured Term Loan | | SOFR + 2.00%, 7.4% Cash, 3.0% PIK | | 11/22 | | 02/27 | | 2,012 | | | 1,976 | | | 1,981 | | | 0.1 | % | | (5) (7) (8) (15) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 05/21 | | 02/27 | | 4,527 | | | 4,491 | | | 4,485 | | | 0.3 | % | | (6) (7) (8) (15) (28) |
| | | | | | | | | | 11,486 | | | 11,335 | | | 11,336 | | | | | |
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| NAW Buyer LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 09/23 | | 09/29 | | 11,417 | | | 10,941 | | | 11,252 | | | 0.7 | % | | (5) (7) (8) (16) (29) |
| | Revolver | | SOFR + 5.75%, 11.1% Cash | | 09/23 | | 09/29 | | 231 | | | 178 | | | 231 | | | — | % | | (7) (8) (16) (28) (29) |
| | LLC Units (575,248 units) | | N/A | | 09/23 | | N/A | | | | 575 | | | 523 | | | — | % | | (7) (26) |
| | | | | | | | | | 11,648 | | | 11,694 | | | 12,006 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| NeoxCo | | Internet Software & Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 01/23 | | 01/30 | | 2,097 | | | 2,044 | | | 2,055 | | | 0.1 | % | | (3) (5) (7) (8) (11) (29) |
| | | | | | | | | | 2,097 | | | 2,044 | | | 2,055 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Net Health Acquisition Corp. | | Health Care Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 05/21 | | 12/25 | | 10,848 | | | 10,823 | | | 10,674 | | | 0.7 | % | | (6) (7) (8) (15) |
| | | | | | | | | | 10,848 | | | 10,823 | | | 10,674 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Next Holdco, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash | | 11/23 | | 11/30 | | 15,336 | | | 15,030 | | | 15,059 | | | 0.9 | % | | (5) (7) (8) (15) (29) |
| | Revolver | | SOFR + 6.00%, 11.3% Cash | | 11/23 | | 11/29 | | — | | | (33) | | | (30) | | | — | % | | (7) (8) (15) (28) (29) |
| | | | | | | | | | 15,336 | | | 14,997 | | | 15,029 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| NF Holdco, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% | | 03/23 | | 03/29 | | 5,497 | | | 5,353 | | | 5,443 | | | 0.3 | % | | (7) (8) (16) (28) |
| | Revolver | | SOFR + 6.00%, 11.3% Cash | | 03/23 | | 03/29 | | 296 | | | 259 | | | 296 | | | — | % | | (7) (8) (16) (28) (29) |
| | LLC Units (856,053 units) | | N/A | | 03/23 | | N/A | | | | 882 | | | 967 | | | 0.1 | % | | (7) (26) (28) |
| | | | | | | | | | 5,793 | | | 6,494 | | | 6,706 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Northstar Recycling, LLC | | Environmental Industries | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash | | 10/21 | | 09/27 | | 6,051 | | | 5,975 | | | 6,051 | | | 0.4 | % | | (6) (7) (8) (16) |
| | | | | | | | | | 6,051 | | | 5,975 | | | 6,051 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Novotech Aus Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 11.1% Cash | | 01/22 | | 01/28 | | 8,150 | | | 8,012 | | | 8,150 | | | 0.5 | % | | (3) (5) (7) (8) (17) (29) |
| | | | | | | | | | 8,150 | | | 8,012 | | | 8,150 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| NPM Investments 28 B.V. | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.1% Cash | | 09/22 | | 10/29 | | 1,314 | | | 1,147 | | | 1,283 | | | 0.1 | % | | (3) (5) (7) (8) (10) (29) |
| | | | | | | | | | 1,314 | | | 1,147 | | | 1,283 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Perimeter Master Note Business Trust | | Credit Card ABS | | Structured Secured Note - Class A | | 4.7% Cash | | 05/22 | | 05/27 | | $ | 182 | | | $ | 182 | | | $ | 177 | | | — | % | | (3) (6) (33) |
| | Structured Secured Note - Class B | | 5.4% Cash | | 05/22 | | 05/27 | | 182 | | | 182 | | | 172 | | | — | % | | (3) (6) (33) |
| | Structured Secured Note - Class C | | 5.9% Cash | | 05/22 | | 05/27 | | 182 | | | 182 | | | 166 | | | — | % | | (3) (6) (33) |
| | Structured Secured Note - Class D | | 8.5% Cash | | 05/22 | | 05/27 | | 182 | | | 182 | | | 161 | | | — | % | | (3) (6) (33) |
| | Structured Secured Note - Class E | | 11.4% Cash | | 05/22 | | 05/27 | | 9,274 | | | 9,274 | | | 8,185 | | | 0.7 | % | | (3) (6) (33) |
| | | | | | | | | | 10,002 | | | 10,002 | | | 8,861 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Permaconn BidCo Pty Ltd | | Tele-communications | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 9.7% Cash | | 12/21 | | 12/27 | | 7,475 | | | 7,813 | | | 7,355 | | | 0.7 | % | | (3) (5) (6) (7) (16) |
| | | | | | | | | | 7,475 | | | 7,813 | | | 7,355 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Polara Enterprises, L.L.C. | | Capital Equipment | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 9.8% Cash | | 12/21 | | 12/27 | | 4,200 | | | 4,132 | | | 4,138 | | | 0.4 | % | | (5) (6) (7) (20) |
| | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 9.8% Cash | | 06/22 | | 12/27 | | 2,571 | | | 2,526 | | | 2,533 | | | 0.2 | % | | (5) (6) (7) (19) |
| | Revolver | | SOFR + 4.75%, 9.8% Cash | | 12/21 | | 12/27 | | — | | | (15) | | | (14) | | | — | % | | (6) (7) (20) (33) |
| | Partnership Units (7,408.6 units) | | N/A | | 12/21 | | N/A | | | | 741 | | | 933 | | | 0.1 | % | | (6) (31) (33) |
| | | | | | | | | | 6,771 | | | 7,384 | | | 7,590 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Policy Services Company, LLC | | Property & Casualty Insurance | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.8% Cash, 4.0% PIK | | 12/21 | | 06/26 | | 52,468 | | | 51,083 | | | 51,339 | | | 4.6 | % | | (6) (7) (8) (33) |
| | Warrants - Class A (2.6774 units) | | N/A | | 12/21 | | N/A | | | | — | | | 315 | | | — | % | | (5) (6) (31) |
| | Warrants - Class B (0.9036 units) | | N/A | | 12/21 | | N/A | | | | — | | | 106 | | | — | % | | (5) (6) (31) |
| | Warrants - Class CC (0.0929 units) | | N/A | | 12/21 | | N/A | | | | — | | | — | | | — | % | | (5) (6) (31) |
| | Warrants - Class D (0.2586 units) | | N/A | | 12/21 | | N/A | | | | — | | | 30 | | | — | % | | (5) (6) (31) |
| | | | | | | | | | 52,468 | | | 51,083 | | | 51,790 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Premium Franchise Brands, LLC | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | LIBOR +6.25%, 11.1% Cash | | 05/21 | | 12/26 | | 24,596 | | | 24,252 | | | 24,317 | | | 2.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 24,596 | | | 24,252 | | | 24,317 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Premium Invest | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 8.0% Cash | | 06/21 | | 06/28 | | 4,563 | | | 4,727 | | | 4,563 | | | 0.4 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 4,563 | | | 4,727 | | | 4,563 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Preqin MC Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.0% Cash | | 08/21 | | 07/28 | | 2,500 | | | 2,440 | | | 2,435 | | | 0.2 | % | | (3) (5) (6) (7) (20) |
| | | | | | | | | | 2,500 | | | 2,440 | | | 2,435 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Professional Datasolutions, Inc. (PDI) | | Application Software | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 9.3% Cash | | 05/21 | | 10/24 | | 11,698 | | | 11,666 | | | 11,347 | | | 1.0 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 11,698 | | | 11,666 | | | 11,347 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ProfitOptics, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.8% Cash | | 03/22 | | 03/28 | | 659 | | | 648 | | | 655 | | | 0.1 | % | | (5) (6) (7) (10) |
| | Revolver | | LIBOR + 5.75%, 10.8% Cash | | 03/22 | | 03/28 | | 71 | | | 68 | | | 70 | | | — | % | | (6) (7) (10) (33) |
| | Second Lien Senior Subordinated Term Loan | | 8.0% Cash | | 03/22 | | 03/29 | | 32 | | | 32 | | | 30 | | | — | % | | (6) (33) |
| | LLC Units (96,774.2 units) | | N/A | | 03/22 | | N/A | | | | 65 | | | 75 | | | — | % | | (6) (31) (33) |
| | | | | | | | | | 762 | | | 813 | | | 830 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Protego Bidco B.V. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.3% Cash | | 05/21 | | 03/28 | | 476 | | | 510 | | | 452 | | | — | % | | (3) (5) (6) (7) (13) |
| | Revolver | | EURIBOR + 5.25%, 8.3% Cash | | 05/21 | | 03/27 | | 130 | | | 140 | | | 125 | | | — | % | | (3) (6) (7) (13) (33) |
| | | | | | | | | | 606 | | | 650 | | | 577 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| OA Buyer, Inc. | | Healthcare | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 12/21 | | 12/28 | | $ | 9,447 | | | $ | 9,310 | | | $ | 9,447 | | | 0.6 | % | | (6) (7) (8) (15) |
| | Revolver | | SOFR + 5.50%, 10.8% Cash | | 12/21 | | 12/28 | | 177 | | | 159 | | | 177 | | | — | % | | (7) (8) (15) (28) (29) |
| | Partnership Units (210,920.11 units) | | N/A | | 12/21 | | N/A | | | | 211 | | | 318 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 9,624 | | | 9,680 | | | 9,942 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| OAC Holdings I Corp | | Automotive | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 03/22 | | 03/29 | | 3,566 | | | 3,515 | | | 3,516 | | | 0.2 | % | | (6) (7) (8) (16) |
| | Revolver | | SOFR + 5.00%, 10.4% Cash | | 03/22 | | 03/28 | | 294 | | | 275 | | | 274 | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 3,860 | | | 3,790 | | | 3,790 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Ocelot Holdco LLC | | Construction Machinery | | Super Senior Takeback Loan | | 10.0% Cash | | 10/23 | | 10/27 | | 172 | | | 172 | | | 172 | | | — | % | | (7) (28) |
| | Takeback Term Loan | | 10.0% Cash | | 10/23 | | 10/27 | | 917 | | | 917 | | | 917 | | | 0.1 | % | | (7) (28) |
| | Preferred Stock (76.2 shares) | | 15.0% PIK | | 10/23 | | N/A | | | | 488 | | | 641 | | | — | % | | (7) (28) |
| | Common Stock (58.3 shares) | | N/A | | 10/23 | | N/A | | | | — | | | — | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 1,089 | | | 1,577 | | | 1,730 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Ocular Therapeutix, Inc. | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | SOFR + 6.75%, 12.1% Cash | | 08/23 | | 07/29 | | 7,859 | | | 7,642 | | | 7,624 | | | 0.5 | % | | (3) (7) (8) (15) (28) |
| | | | | | | | | | 7,859 | | | 7,642 | | | 7,624 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| OG III B.V. | | Containers & Glass Products | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.7% Cash | | 06/21 | | 06/28 | | 15,105 | | | 16,235 | | | 14,637 | | | 0.9 | % | | (3) (5) (7) (8) (10) |
| | | | | | | | | | 15,105 | | | 16,235 | | | 14,637 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Options Technology Ltd. | | Computer Services | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash | | 05/21 | | 12/25 | | 8,425 | | | 8,361 | | | 8,393 | | | 0.5 | % | | (3) (5) (6) (7) (8) (17) |
| | | | | | | | | | 8,425 | | | 8,361 | | | 8,393 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Oracle Vision Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 4.75%, 9.9% Cash | | 06/21 | | 05/28 | | 1,401 | | | 1,534 | | | 1,401 | | | 0.1 | % | | (3) (5) (7) (8) (19) |
| | | | | | | | | | 1,401 | | | 1,534 | | | 1,401 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Origin Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 9.2% Cash | | 06/21 | | 06/28 | | 320 | | | 354 | | | 320 | | | — | % | | (3) (5) (7) (8) (10) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.7% Cash | | 06/21 | | 06/28 | | 533 | | | 523 | | | 533 | | | — | % | | (3) (5) (7) (8) (16) |
| | | | | | | | | | 853 | | | 877 | | | 853 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ORTEC INTERNATIONAL NEWCO B.V. | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.7% Cash | | 12/23 | | 12/30 | | 4,936 | | | 4,868 | | | 4,825 | | | 0.3 | % | | (3) (5) (7) (8) (10) |
| | | | | | | | | | 4,936 | | | 4,868 | | | 4,825 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| OSP Hamilton Purchaser, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 12/21 | | 12/29 | | 18,418 | | | 18,141 | | | 18,095 | | | 1.1 | % | | (5) (6) (7) (8) (16) (28) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 03/23 | | 12/29 | | — | | | (100) | | | (93) | | | — | % | | (5) (7) (8) (16) (29) |
| | | | | | | | | | | | | | | | | | |
| | Revolver | | SOFR + 5.50%, 10.9% Cash | | 12/21 | | 12/29 | | — | | | (33) | | | (21) | | | — | % | | (7) (8) (16) (28) (29) |
| | LP Units (315,147 units) | | N/A | | 07/22 | | N/A | | | | 315 | | | 325 | | | — | % | | (7) |
| | | | | | | | | | 18,418 | | | 18,323 | | | 18,306 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Panoche Energy Center LLC | | Electric | | First Lien Senior Secured Bond | | 6.9% Cash | | 07/22 | | 07/29 | | 4,044 | | | 3,699 | | | 3,933 | | | 0.2 | % | | (7) (28) |
| | | | | | | | | | 4,044 | | | 3,699 | | | 3,933 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Pare SAS (SAS Maurice MARLE) | | Health Care Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 9.2% Cash, 0.8% PIK | | 05/21 | | 12/26 | | 541 | | | 600 | | | 532 | | | — | % | | (3) (5) (7) (8) (11) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.6% Cash | | 11/22 | | 10/26 | | 4,900 | | | 4,763 | | | 4,788 | | | 0.3 | % | | (3) (5) (7) (8) (16) (29) |
| | | | | | | | | | 5,441 | | | 5,363 | | | 5,320 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| PSP Intermediate 4, LLC | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 8.2% Cash | | 05/22 | | 05/29 | | $ | 888 | | | $ | 826 | | | $ | 825 | | | 0.1 | % | | (3) (5) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 10.3% Cash | | 05/22 | | 05/29 | | 866 | | | 844 | | | 832 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 1,754 | | | 1,670 | | | 1,657 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| QPE7 SPV1 BidCo Pty Ltd | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | BBSY + 3.75%, 7.4% Cash | | 09/21 | | 09/26 | | 7,206 | | | 7,402 | | | 6,903 | | | 0.6 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 7,206 | | | 7,402 | | | 6,903 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Qualified Industries, LLC | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.4% Cash | | 03/23 | | 03/29 | | 909 | | | 882 | | | 882 | | | 0.1 | % | | (6) (7) (19) (33) |
| | Revolver | | SOFR + 5.75%, 10.4% Cash | | 03/23 | | 03/29 | | — | | | (11) | | | (11) | | | — | % | | (6) (7) (19) (33) |
| | Preferred Stock (223 shares) | | N/A | | 03/23 | | N/A | | | | 216 | | | 216 | | | — | % | | (6) (31) (33) |
| | Common Stock (454,545 shares) | | N/A | | 03/23 | | N/A | | | | 4 | | | 5 | | | — | % | | (6) (31) (33) |
| | | | | | | | | | 909 | | | 1,091 | | | 1,092 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Questel Unite | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.2% Cash | | 05/21 | | 12/27 | | 1,921 | | | 1,999 | | | 1,809 | | | 0.2 | % | | (3) (5) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.3% Cash | | 05/21 | | 12/27 | | 1,000 | | | 989 | | | 976 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 2,921 | | | 2,988 | | | 2,785 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| R1 Holdings, LLC | | Transportation | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.1% Cash | | 12/22 | | 12/28 | | 11,081 | | | 10,665 | | | 10,688 | | | 1.0 | % | | (5) (6) (7) (20) |
| | Revolver | | SOFR + 6.25%, 11.1% Cash | | 12/22 | | 12/28 | | 472 | | | 405 | | | 408 | | | — | % | | (6) (7) (20) (33) |
| | | | | | | | | | 11,553 | | | 11,070 | | | 11,096 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Randys Holdings, Inc. | | Automobile Manufacturers | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.4% Cash | | 11/22 | | 11/28 | | 16,505 | | | 15,904 | | | 15,936 | | | 1.4 | % | | (5) (6) (7) (19) |
| | Revolver | | SOFR + 6.50%, 11.4% Cash | | 11/22 | | 11/28 | | 440 | | | 374 | | | 380 | | | — | % | | (6) (7) (19) (33) |
| | Partnership Units (6,667 units) | | N/A | | 11/22 | | N/A | | | | 667 | | | 665 | | | 0.1 | % | | (6) (31) (33) |
| | | | | | | | | | 16,945 | | | 16,945 | | | 16,981 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Recovery Point Systems, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.3% Cash | | 05/21 | | 07/26 | | 2,423 | | | 2,423 | | | 2,423 | | | 0.2 | % | | (5) (6) (7) (19) |
| | | | | | | | | | 2,423 | | | 2,423 | | | 2,423 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Renaissance Holding Corp. | | Application Software | | Second Lien Senior Secured Term Loan | | LIBOR + 7.00%, 11.8% Cash | | 05/21 | | 05/26 | | 9,325 | | | 9,307 | | | 9,096 | | | 0.8 | % | | (5) (7) (8) |
| | | | | | | | | | 9,325 | | | 9,307 | | | 9,096 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Renovation Parent Holdings, LLC | | Home Furnishings | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.4% Cash | | 11/21 | | 11/27 | | 14,381 | | | 14,094 | | | 12,612 | | | 1.1 | % | | (5) (6) (7) (9) |
| | Partnership Equity (592,105.3 units) | | N/A | | 11/21 | | N/A | | | | 592 | | | 195 | | | — | % | | (6) (31) (33) |
| | | | | | | | | | 14,381 | | | 14,686 | | | 12,807 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| REP SEKO MERGER SUB LLC | | Air Freight & Logistics | | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 8.0% Cash | | 05/21 | | 12/26 | | 5,941 | | | 6,265 | | | 5,853 | | | 0.5 | % | | (5) (6) (7) (11) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 8.0% Cash | | 06/22 | | 12/26 | | 14,028 | | | 13,345 | | | 13,818 | | | 1.2 | % | | (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.6% Cash | | 05/21 | | 12/26 | | 7,314 | | | 7,300 | | | 7,205 | | | 0.6 | % | | (5) (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.9% Cash | | 05/21 | | 12/26 | | 623 | | | 622 | | | 608 | | | 0.1 | % | | (6) (7) (8) (33) |
| | | | | | | | | | 27,906 | | | 27,532 | | | 27,484 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Resonetics, LLC | | Health Care Equipment | | Second Lien Senior Secured Term Loan | | LIBOR + 7.00%, 12.3% Cash | | 05/21 | | 04/29 | | 10,304 | | | 10,131 | | | 10,191 | | | 0.9 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 10,304 | | | 10,131 | | | 10,191 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| RevSpring, Inc. | | Business Services | | Second Lien Senior Secured Term Loan | | LIBOR + 8.25%, 13.4% Cash | | 05/21 | | 10/26 | | 2,556 | | | 2,518 | | | 2,556 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,556 | | | 2,518 | | | 2,556 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
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| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Parkview Dental Holdings LLC | | Healthcare | | First Lien Senior Secured Term Loan | | SOFR + 8.30%, 13.6% Cash | | 10/23 | | 10/29 | | $ | 595 | | | $ | 584 | | | $ | 585 | | | — | % | | (7) (8) (16) (28) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.8% Cash | | 10/23 | | 10/29 | | 29 | | | 22 | | | 23 | | | — | % | | (7) (8) (16) (28) (29) |
| | LLC Units (29,762 units) | | N/A | | 10/23 | | N/A | | | | 298 | | | 293 | | | — | % | | (7) (26) |
| | | | | | | | | | 624 | | | 904 | | | 901 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Patriot New Midco 1 Limited (Forensic Risk Alliance) | | Diversified Financial Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 10.7% Cash | | 05/21 | | 02/26 | | 310 | | | 344 | | | 303 | | | — | % | | (3) (5) (7) (8) (10) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.75%, 12.3% Cash | | 05/21 | | 02/26 | | 381 | | | 379 | | | 374 | | | — | % | | (3) (5) (7) (8) (16) |
| | | | | | | | | | 691 | | | 723 | | | 677 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| PDQ.Com Corporation | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | SOFR + 5.21%, 10.5% Cash | | 08/21 | | 08/27 | | 11,294 | | | 11,159 | | | 11,245 | | | 0.7 | % | | (5) (6) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.21%, 10.5% Cash | | 08/21 | | 12/24 | | 1,626 | | | 1,569 | | | 1,607 | | | 0.1 | % | | (5) (7) (8) (16) (29) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 10/23 | | 08/27 | | 3,053 | | | 2,998 | | | 3,010 | | | 0.2 | % | | (5) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 10/23 | | 10/25 | | — | | | (69) | | | — | | | — | % | | (5) (7) (8) (16) (29) |
| | Class A-2 Partnership Units (86.4 units) | | N/A | | 08/21 | | N/A | | | | 86 | | | 139 | | | — | % | | (7) (28) |
| | | | | | | | | | 15,973 | | | 15,743 | | | 16,001 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| PEGASUS TRANSTECH HOLDING, LLC | | Trucking | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash | | 05/21 | | 11/26 | | 7,637 | | | 7,629 | | | 7,637 | | | 0.5 | % | | (5) (7) (8) (16) |
| | | | | | | | | | 7,637 | | | 7,629 | | | 7,637 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Perforce Software, Inc. | | Internet Software & Services | | Second Lien Senior Secured Term Loan | | SOFR + 8.00%, 13.4% Cash | | 05/21 | | 07/27 | | 6,497 | | | 6,449 | | | 6,497 | | | 0.4 | % | | (5) (7) (8) (15) |
| | | | | | | | | | 6,497 | | | 6,449 | | | 6,497 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Perimeter Master Note Business Trust | | Credit Card ABS | | Structured Secured Note - Class A | | 4.7% Cash | | 05/22 | | 11/28 | | 182 | | | 182 | | | 175 | | | — | % | | (3) (7) (28) |
| | Structured Secured Note - Class B | | 5.4% Cash | | 05/22 | | 11/28 | | 182 | | | 182 | | | 176 | | | — | % | | (3) (7) (28) |
| | Structured Secured Note - Class C | | 5.9% Cash | | 05/22 | | 11/28 | | 182 | | | 182 | | | 175 | | | — | % | | (3) (7) (28) |
| | Structured Secured Note - Class D | | 8.5% Cash | | 05/22 | | 11/28 | | 182 | | | 182 | | | 174 | | | — | % | | (3) (7) (28) |
| | Structured Secured Note - Class E | | 11.4% Cash | | 05/22 | | 11/28 | | 9,273 | | | 9,273 | | | 8,893 | | | 0.5 | % | | (3) (7) (28) |
| | | | | | | | | | 10,001 | | | 10,001 | | | 9,593 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Permaconn BidCo Pty Ltd | | Tele-communications | | First Lien Senior Secured Term Loan | | BBSY + 6.25%, 10.7% Cash | | 12/21 | | 07/29 | | 7,281 | | | 7,361 | | | 7,209 | | | 0.4 | % | | (3) (5) (7) (8) (13) (28) |
| | | | | | | | | | 7,281 | | | 7,361 | | | 7,209 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Polara Enterprises, L.L.C. | | Capital Equipment | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.2% Cash | | 12/21 | | 12/27 | | 3,807 | | | 3,757 | | | 3,808 | | | 0.2 | % | | (6) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.2% Cash | | 06/22 | | 12/27 | | 2,545 | | | 2,509 | | | 2,545 | | | 0.2 | % | | (6) (7) (8) (16) |
| | Revolver | | SOFR + 4.75%, 10.2% Cash | | 12/21 | | 12/27 | | — | | | (12) | | | — | | | — | % | | (7) (8) (16) (28) (29) |
| | Partnership Units (7,408.6 units) | | N/A | | 12/21 | | N/A | | | | 741 | | | 1,210 | | | 0.1 | % | | (7) |
| | | | | | | | | | 6,352 | | | 6,995 | | | 7,563 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | |
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Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
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| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Reward Gateway (UK) Ltd | | Precious Metals & Minerals | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 8.4% Cash | | 08/21 | | 06/28 | | $ | 12,421 | | | $ | 13,605 | | | $ | 12,259 | | | 1.1 | % | | (3) (5) (6) (7) (23) |
| | | | | | | | | | 12,421 | | | 13,605 | | | 12,259 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Riedel Beheer B.V. | | Food & Beverage | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.3% Cash | | 12/21 | | 12/28 | | 2,253 | | | 2,250 | | | 2,107 | | | 0.2 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 2,253 | | | 2,250 | | | 2,107 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ROI Solutions LLC | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 10.2% Cash | | 05/21 | | 08/24 | | 8,465 | | | 8,465 | | | 8,465 | | | 0.8 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 8,465 | | | 8,465 | | | 8,465 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Royal Buyer, LLC | | Industrial Other | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.6% Cash | | 08/22 | | 08/28 | | 14,857 | | | 14,533 | | | 14,573 | | | 1.3 | % | | (5) (6) (7) (19) |
| | Revolver | | SOFR + 6.00%, 10.6% Cash | | 08/22 | | 08/28 | | 544 | | | 501 | | | 506 | | | — | % | | (6) (7) (19) (33) |
| | | | | | | | | | 15,401 | | | 15,034 | | | 15,079 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| RPX Corporation | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.3% Cash | | 05/21 | | 10/25 | | 16,967 | | | 16,770 | | | 16,777 | | | 1.5 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 16,967 | | | 16,770 | | | 16,777 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Safety Products Holdings, LLC | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.2% Cash | | 05/21 | | 12/26 | | 5,363 | | | 5,287 | | | 5,303 | | | 0.5 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.2% Cash | | 05/21 | | 09/23 | | 159 | | | 143 | | | 126 | | | — | % | | (5) (6) (7) (9) |
| | | | | | | | | | 5,522 | | | 5,430 | | | 5,429 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Sandvine Corporation | | Communications Equipment | | Second Lien Senior Secured Term Loan | | LIBOR + 8.00%, 12.8% Cash | | 05/21 | | 11/26 | | 8,685 | | | 8,661 | | | 8,615 | | | 0.8 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 8,685 | | | 8,661 | | | 8,615 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Sanoptis S.A.R.L. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 8.5% Cash | | 06/22 | | 07/29 | | 12,690 | | | 11,761 | | | 12,329 | | | 1.1 | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | SARON + 5.50%, 5.9% Cash | | 06/22 | | 07/29 | | 4,046 | | | 3,760 | | | 3,926 | | | 0.4 | % | | (3) (5) (6) (7) (28) |
| | | | | | | | | | 16,736 | | | 15,521 | | | 16,255 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SBP Holdings LP | | Industrial Other | | First Lien Senior Secured Term Loan | | SOFR + 6.75%, 11.6% Cash | | 03/23 | | 03/28 | | 12,466 | | | 11,979 | | | 11,978 | | | 1.1 | % | | (6) (7) (19) (33) |
| | Revolver | | SOFR + 6.75%, 11.6% Cash | | 03/23 | | 03/28 | | 177 | | | 140 | | | 140 | | | — | % | | (6) (7) (19) (33) |
| | | | | | | | | | 12,643 | | | 12,119 | | | 12,118 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Scaled Agile, Inc. | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.5% Cash | | 12/21 | | 12/28 | | 1,731 | | | 1,699 | | | 1,706 | | | 0.2 | % | | (5) (6) (7) (19) |
| | Revolver | | SOFR + 5.50%, 10.5% Cash | | 12/21 | | 12/28 | | — | | | (5) | | | (4) | | | — | % | | (6) (7) (19) (33) |
| | | | | | | | | | 1,731 | | | 1,694 | | | 1,702 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Scout Bidco B.V. | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.2% Cash | | 05/22 | | 03/29 | | 3,301 | | | 3,146 | | | 3,239 | | | 0.3 | % | | (3) (5) (6) (7) (13) |
| | Revolver | | EURIBOR + 6.00%, 9.2% Cash | | 05/22 | | 03/29 | | — | | | (11) | | | (7) | | | — | % | | (3) (6) (7) (13) (33) |
| | | | | | | | | | 3,301 | | | 3,135 | | | 3,232 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Sereni Capital NV | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.2% Cash | | 05/22 | | 11/28 | | 475 | | | 395 | | | 406 | | | — | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.2% Cash | | 05/22 | | 05/29 | | 499 | | | 479 | | | 476 | | | — | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 974 | | | 874 | | | 882 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Shelf Bidco Ltd | | Other Financial | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.7% Cash | | 12/22 | | 01/30 | | 34,800 | | | 33,748 | | | 33,759 | | | 3.0 | % | | (3) (5) (6) (7) (19) (34) |
| | Common Stock (1,200,000 shares) | | N/A | | 12/22 | | N/A | | | | 1,200 | | | 1,200 | | | 0.1 | % | | (3) (6) (31) (33) |
| | | | | | | | | | 34,800 | | | 34,948 | | | 34,959 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Simulation Software Investment Company Pty Ltd | | Business Services | | First Lien Senior Secured Term Loan | | BBSY + 5.50%, 9.2% Cash | | 05/21 | | 08/25 | | 881 | | | 898 | | | 870 | | | 0.1 | % | | (3) (5) (6) (7) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.4% Cash | | 05/21 | | 08/25 | | 958 | | | 941 | | | 941 | | | 0.1 | % | | (3) (5) (6) (7) (19) |
| | | | | | | | | | 1,839 | | | 1,839 | | | 1,811 | | | | | |
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| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Policy Services Company, LLC | | Property & Casualty Insurance | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash, 4.0% PIK | | 12/21 | | 06/26 | | $ | 54,285 | | | $ | 53,284 | | | $ | 53,482 | | | 3.3 | % | | (7) (8) (16) (28) |
| | Warrants - Class A (2.6774 units) | | N/A | | 12/21 | | N/A | | | | — | | | 1,359 | | | 0.1 | % | | (5) (7) (26) |
| | Warrants - Class B (0.9036 units) | | N/A | | 12/21 | | N/A | | | | — | | | 459 | | | — | % | | (5) (7) (26) |
| | Warrants - Class CC (0.0929 units) | | N/A | | 12/21 | | N/A | | | | — | | | — | | | — | % | | (5) (7) (26) |
| | Warrants - Class D (0.2586 units) | | N/A | | 12/21 | | N/A | | | | — | | | 131 | | | — | % | | (5) (7) (26) |
| | | | | | | | | | 54,285 | | | 53,284 | | | 55,431 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Premium Franchise Brands, LLC | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 12.5% Cash | | 05/21 | | 12/26 | | 10,827 | | | 10,721 | | | 10,794 | | | 0.7 | % | | (6) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.75%, 12.2% Cash | | 05/21 | | 12/26 | | 13,519 | | | 13,366 | | | 13,478 | | | 0.8 | % | | (5) (6) (7) (8) (16) |
| | | | | | | | | | 24,346 | | | 24,087 | | | 24,272 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Premium Invest | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 06/21 | | 12/30 | | 6,845 | | | 6,640 | | | 6,691 | | | 0.4 | % | | (3) (5) (7) (8) (11) (29) |
| | | | | | | | | | 6,845 | | | 6,640 | | | 6,691 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Preqin MC Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.3% Cash | | 08/21 | | 07/28 | | 2,500 | | | 2,449 | | | 2,500 | | | 0.2 | % | | (3) (5) (7) (8) (17) |
| | | | | | | | | | 2,500 | | | 2,449 | | | 2,500 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Process Insights Acquisition, Inc. | | Electronics | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash | | 07/23 | | 07/29 | | 2,945 | | | 2,878 | | | 2,966 | | | 0.2 | % | | (5) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash | | 07/23 | | 07/25 | | — | | | (20) | | | 9 | | | — | % | | (5) (7) (8) (16) (29) |
| | Revolver | | SOFR + 6.00%, 11.3% Cash | | 07/23 | | 07/29 | | 198 | | | 169 | | | 208 | | | — | % | | (7) (8) (16) (28) (29) |
| | Common Stock (368 shares) | | N/A | | 07/23 | | N/A | | | | 368 | | | 443 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 3,143 | | | 3,395 | | | 3,626 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ProfitOptics, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 03/22 | | 03/28 | | 650 | | | 641 | | | 650 | | | — | % | | (5) (7) (8) (17) |
| | Revolver | | SOFR + 5.75%, 11.2% Cash | | 03/22 | | 03/28 | | 158 | | | 156 | | | 158 | | | — | % | | (7) (8) (17) (28) (29) |
| | Senior Subordinated Term Loan | | 8.0% Cash | | 03/22 | | 03/29 | | 32 | | | 32 | | | 29 | | | — | % | | (7) (28) |
| | LLC Units (96,774.2 units) | | N/A | | 03/22 | | N/A | | | | 65 | | | 88 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 840 | | | 894 | | | 925 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Protego Bidco B.V. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 10.7% Cash | | 05/21 | | 03/28 | | 568 | | | 609 | | | 553 | | | — | % | | (3) (5) (7) (8) (11) (28) (29) |
| | Revolver | | EURIBOR + 6.50%, 10.4% Cash | | 05/21 | | 03/27 | | 129 | | | 140 | | | 127 | | | — | % | | (3) (7) (8) (11) (28) |
| | | | | | | | | | 697 | | | 749 | | | 680 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| PSP Intermediate 4, LLC | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.2% Cash | | 05/22 | | 05/29 | | 883 | | | 843 | | | 831 | | | 0.1 | % | | (3) (5) (7) (8) (9) (29) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 05/22 | | 05/29 | | 1,410 | | | 1,392 | | | 1,343 | | | 0.1 | % | | (3) (5) (7) (8) (15) |
| | | | | | | | | | 2,293 | | | 2,235 | | | 2,174 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| QPE7 SPV1 BidCo Pty Ltd | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | BBSY + 3.75%, 8.1% Cash | | 09/21 | | 09/26 | | 7,019 | | | 7,433 | | | 6,977 | | | 0.4 | % | | (3) (5) (7) (8) (12) |
| | | | | | | | | | 7,019 | | | 7,433 | | | 6,977 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Qualified Industries, LLC | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 03/23 | | 03/29 | | 900 | | | 877 | | | 882 | | | 0.1 | % | | (7) (8) (16) (28) |
| | Revolver | | SOFR + 5.75%, 11.2% Cash | | 03/23 | | 03/29 | | — | | | (9) | | | (7) | | | — | % | | (7) (8) (16) (28) (29) |
| | Preferred Stock (223 shares) | | 10.0% PIK | | 03/23 | | N/A | | | | 216 | | | 246 | | | — | % | | (7) (26) (28) |
| | Common Stock (454,545 shares) | | N/A | | 03/23 | | N/A | | | | 4 | | | 127 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 900 | | | 1,088 | | | 1,248 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| | | | | | | | | | | | | | | | | | | | |
| SISU ACQUISITIONCO, INC | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 10.4% Cash | | 05/21 | | 12/26 | | $ | 2,512 | | | $ | 2,480 | | | $ | 2,404 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,512 | | | 2,480 | | | 2,404 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Smartling, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.6% Cash | | 11/21 | | 10/27 | | 14,347 | | | 14,085 | | | 13,953 | | | 1.2 | % | | (5) (6) (7) (8) |
| | Revolver | | LIBOR + 5.75%, 10.6% Cash | | 11/21 | | 10/27 | | — | | | (16) | | | (25) | | | — | % | | (6) (7) (8) (33) |
| | | | | | | | | | 14,347 | | | 14,069 | | | 13,928 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SN BUYER, LLC | | Health Care Services | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.5% Cash | | 05/21 | | 12/26 | | 5,110 | | | 5,060 | | | 5,022 | | | 0.4 | % | | (5) (6) (7) (19) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.5% Cash | | 11/22 | | 12/26 | | 2,104 | | | 2,065 | | | 2,068 | | | 0.2 | % | | (5) (6) (7) (19) |
| | | | | | | | | | 7,214 | | | 7,125 | | | 7,090 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Soho Square III Debtco II SARL | | Diversified Capital Markets | | First Lien Senior Secured Term Loan | | 9.5% PIK | | 10/22 | | 10/27 | | 5,796 | | | 5,178 | | | 5,777 | | | 0.5 | % | | (3) (6) (33) |
| | | | | | | | | | 5,796 | | | 5,178 | | | 5,777 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Solo Buyer, L.P. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.4% Cash | | 12/22 | | 12/29 | | 22,606 | | | 22,065 | | | 22,072 | | | 2.0 | % | | (5) (6) (7) (19) (34) |
| | Revolver | | SOFR + 6.25%, 11.4% Cash | | 12/22 | | 12/28 | | — | | | (47) | | | (47) | | | — | % | | (6) (7) (19) (33) |
| | Partnership Units (516,399 units) | | N/A | | 12/22 | | N/A | | | | 516 | | | 519 | | | — | % | | (6) (31) (33) |
| | | | | | | | | | 22,606 | | | 22,534 | | | 22,544 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.) | | Other Utility | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.9% Cash | | 11/22 | | 03/27 | | 1,935 | | | 1,887 | | | 1,889 | | | 0.2 | % | | (5) (6) (7) (19) |
| | Revolver | | Prime + 4.00%, 12.0% Cash | | 11/22 | | 03/27 | | 16 | | | 12 | | | 13 | | | — | % | | (6) (7) (30) (33) |
| | | | | | | | | | 1,951 | | | 1,899 | | | 1,902 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Spatial Business Systems LLC | | Electric | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.8% Cash | | 10/22 | | 10/28 | | 6,094 | | | 5,779 | | | 5,810 | | | 0.5 | % | | (5) (6) (7) (18) |
| | Revolver | | SOFR + 5.00%, 9.8% Cash | | 10/22 | | 10/28 | | — | | | (32) | | | (29) | | | — | % | | (6) (7) (18) (33) |
| | | | | | | | | | 6,094�� | | | 5,747 | | | 5,781 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Springbrook Software (SBRK Intermediate, Inc.) | | Enterprise Software & Services | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.7% Cash | | 05/21 | | 12/26 | | 6,672 | | | 6,608 | | | 6,550 | | | 0.6 | % | | (5) (6) (7) (19) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.3% Cash | | 12/22 | | 12/26 | | 4,160 | | | 4,081 | | | 4,084 | | | 0.4 | % | | (5) (6) (7) (20) |
| | | | | | | | | | 10,832 | | | 10,689 | | | 10,634 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SSCP Pegasus Midco Limited | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 10.2% Cash | | 05/21 | | 11/27 | | 696 | | | 767 | | | 689 | | | 0.1 | % | | (3) (5) (6) (7) (22) |
| | | | | | | | | | 696 | | | 767 | | | 689 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SSCP Spring Bidco Limited | | Health Care | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 8.5% Cash | | 05/21 | | 07/25 | | 1,016 | | | 1,151 | | | 1,016 | | | 0.1 | % | | (3) (5) (6) (7) (22) |
| | | | | | | | | | 1,016 | | | 1,151 | | | 1,016 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SSCP Thermal Bidco SAS | | Industrial Machinery | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 7.4% Cash | | 05/21 | | 07/24 | | 723 | | | 804 | | | 723 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 9.8% Cash | | 05/21 | | 07/24 | | 98 | | | 98 | | | 98 | | | — | % | | (3) (5) (6) (7) (10) |
| | | | | | | | | | 821 | | | 902 | | | 821 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Starnmeer B.V. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.40%, 11.2% Cash | | 10/21 | | 04/27 | | 13,388 | | | 13,232 | | | 13,283 | | | 1.2 | % | | (3) (5) (6) (7) (19) |
| | | | | | | | | | 13,388 | | | 13,232 | | | 13,283 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Superjet Buyer, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.7% Cash | | 12/21 | | 12/27 | | 22,885 | | | 22,507 | | | 22,618 | | | 2.0 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 10.7% Cash | | 12/21 | | 12/27 | | — | | | (29) | | | (21) | | | — | % | | (6) (7) (9) (33) |
| | | | | | | | | | 22,885 | | | 22,478 | | | 22,597 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Syniverse Holdings, Inc. | | Technology Distributors | | Series A Preferred Equity (7,575,758 units) | | 12.5% PIK | | 05/22 | | N/A | | | | 7,945 | | | 7,197 | | | 0.6 | % | | (5) (6) (33) |
| | | | | | | | | | | | 7,945 | | | 7,197 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Questel Unite | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 4.00%, 7.9% Cash, 2.4% PIK | | 05/21 | | 12/27 | | $ | 1,912 | | | $ | 2,016 | | | $ | 1,809 | | | 0.1 | % | | (3) (5) (7) (8) (10) (28) (29) |
| | First Lien Senior Secured Term Loan | | SOFR + 4.00%, 9.3% Cash, 2.4% PIK | | 05/21 | | 12/27 | | 1,000 | | | 991 | | | 978 | | | 0.1 | % | | (3) (5) (7) (8) (16) |
| | | | | | | | | | 2,912 | | | 3,007 | | | 2,787 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| R1 Holdings, LLC | | Transportation | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 12/22 | | 12/28 | | 8,138 | | | 7,866 | | | 8,196 | | | 0.5 | % | | (5) (6) (7) (8) (17) (29) |
| | Revolver | | SOFR + 6.25%, 11.6% Cash | | 12/22 | | 12/28 | | 126 | | | 68 | | | 118 | | | — | % | | (7) (8) (17) (28) (29) |
| | | | | | | | | | 8,264 | | | 7,934 | | | 8,314 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Randys Holdings, Inc. | | Automobile Manufacturers | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.8% Cash | | 11/22 | | 11/28 | | 11,404 | | | 11,123 | | | 11,336 | | | 0.7 | % | | (5) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.8% Cash | | 11/22 | | 11/24 | | 662 | | | 613 | | | 629 | | | — | % | | (5) (7) (8) (16) (29) |
| | Revolver | | SOFR + 6.50%, 11.8% Cash | | 11/22 | | 11/28 | | 615 | | | 561 | | | 615 | | | — | % | | (7) (8) (16) (28) (29) |
| | Partnership Units (6,667 units) | | N/A | | 11/22 | | N/A | | | | 667 | | | 668 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 12,681 | | | 12,964 | | | 13,248 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Recovery Point Systems, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.8% Cash | | 05/21 | | 07/26 | | 2,398 | | | 2,398 | | | 2,398 | | | 0.1 | % | | (6) (7) (8) (16) |
| | | | | | | | | | 2,398 | | | 2,398 | | | 2,398 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Renovation Parent Holdings, LLC | | Home Furnishings | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 11/21 | | 11/27 | | 14,240 | | | 14,013 | | | 12,546 | | | 0.8 | % | | (5) (6) (7) (8) (16) |
| | Partnership Equity (592,105.3 units) | | N/A | | 11/21 | | N/A | | | | 592 | | | 178 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 14,240 | | | 14,605 | | | 12,724 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| REP SEKO MERGER SUB LLC | | Air Freight & Logistics | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 8.9% Cash | | 05/21 | | 12/26 | | 5,861 | | | 6,234 | | | 5,691 | | | 0.3 | % | | (5) (7) (8) (10) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 8.9% Cash | | 06/22 | | 12/26 | | 13,804 | | | 13,268 | | | 13,404 | | | 0.8 | % | | (5) (7) (8) (10) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 05/21 | | 12/26 | | 8,269 | | | 8,257 | | | 8,029 | | | 0.5 | % | | (6) (7) (8) (16) (28) |
| | | | | | | | | | 27,934 | | | 27,759 | | | 27,124 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Resonetics, LLC | | Health Care Equipment | | Second Lien Senior Secured Term Loan | | SOFR + 7.00%, 12.4% Cash | | 05/21 | | 04/29 | | 10,304 | | | 10,153 | | | 10,304 | | | 0.6 | % | | (5) (7) (8) (16) |
| | | | | | | | | | 10,304 | | | 10,153 | | | 10,304 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Riedel Beheer B.V. | | Food & Beverage | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.2% Cash | | 12/21 | | 12/28 | | 2,240 | | | 2,258 | | | 2,025 | | | 0.1 | % | | (3) (5) (7) (8) (10) |
| | | | | | | | | | 2,240 | | | 2,258 | | | 2,025 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Rock Labor LLC | | Media: Diversified & Production | | First Lien Senior Secured Term Loan | | SOFR + 7.50%, 12.7% Cash | | 09/23 | | 09/29 | | 5,615 | | | 5,431 | | | 5,454 | | | 0.3 | % | | (5) (7) (8) (15) (28) (29) |
| | LLC Units (199,373 units) | | N/A | | 09/23 | | N/A | | | | 1,068 | | | 1,045 | | | 0.1 | % | | (7) (26) |
| | | | | | | | | | 5,615 | | | 6,499 | | | 6,499 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ROI Solutions LLC | | Business Services | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.3% Cash | | 05/21 | | 08/25 | | 6,263 | | | 6,263 | | | 6,263 | | | 0.4 | % | | (6) (7) (8) (16) |
| | | | | | | | | | 6,263 | | | 6,263 | | | 6,263 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Royal Buyer, LLC | | Industrial Other | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash | | 08/22 | | 08/28 | | 18,947 | | | 18,654 | | | 18,720 | | | 1.1 | % | | (5) (7) (8) (16) (29) |
| | Revolver | | SOFR + 6.00%, 11.3% Cash | | 08/22 | | 08/28 | | — | | | (36) | | | (23) | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 18,947 | | | 18,618 | | | 18,697 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| RPX Corporation | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 05/21 | | 10/25 | | 14,675 | | | 14,567 | | | 14,675 | | | 0.9 | % | | (5) (6) (7) (8) (16) |
| | | | | | | | | | 14,675 | | | 14,567 | | | 14,675 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Safety Products Holdings, LLC | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.5% Cash | | 05/21 | | 12/26 | | 6,187 | | | 6,131 | | | 6,119 | | | 0.4 | % | | (5) (6) (7) (8) (16) (28) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | 6,187 | | | 6,131 | | | 6,119 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| | | | | | | | | | | | | | | | | | | | |
| Syntax Systems Ltd | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.6% Cash | | 11/21 | | 10/28 | | $ | 6,362 | | | 6,305 | | | $ | 5,964 | | | 0.5 | % | | (3) (5) (6) (7) (8) |
| | Revolver | | LIBOR + 5.75%, 10.6% Cash | | 11/21 | | 10/26 | | 617 | | | 610 | | | 572 | | | 0.1 | % | | (3) (6) (7) (8) (33) |
| | | | | | | | | | 6,979 | | | 6,915 | | | 6,536 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| TA SL Cayman Aggregator Corp. | | Technology | | Subordinated Term Loan | | 7.8% PIK | | 07/21 | | 07/28 | | 1,115 | | | 1,101 | | | 1,082 | | | 0.1 | % | | (6) (33) |
| | Common Stock (770 shares) | | N/A | | 07/21 | | N/A | | | | 24 | | | 29 | | | — | % | | (6) (31) (33) |
| | | | | | | | | | 1,115 | | | 1,125 | | | 1,111 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Tank Holding Corp | | Metal & Glass Containers | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.7% Cash | | 03/22 | | 03/28 | | 14,238 | | | 13,962 | | | 14,024 | | | 1.3 | % | | (5) (6) (7) (18) |
| | Revolver | | SOFR + 5.75%, 10.7% Cash | | 03/22 | | 03/28 | | 185 | | | 173 | | | 176 | | | — | % | | (6) (7) (18) (33) |
| | | | | | | | | | 14,423 | | | 14,135 | | | 14,200 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Tanqueray Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 9.7% Cash | | 11/22 | | 11/29 | | 1,678 | | | 1,490 | | | 1,611 | | | 0.1 | % | | (3) (5) (6) (7) (22) |
| | | | | | | | | | 1,678 | | | 1,490 | | | 1,611 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Techone B.V. | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 8.7% Cash | | 11/21 | | 11/28 | | 5,930 | | | 5,835 | | | 5,784 | | | 0.5 | % | | (3) (5) (6) (7) (12) |
| | Revolver | | EURIBOR + 5.50%, 8.7% Cash | | 11/21 | | 05/28 | | 96 | | | 87 | | | 90 | | | — | % | | (3) (6) (7) (12) (33) |
| | | | | | | | | | 6,026 | | | 5,922 | | | 5,874 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Tencarva Machinery Company, LLC | | Capital Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.2% Cash | | 12/21 | | 12/23 | | 879 | | | 867 | | | 870 | | | 0.1 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.2% Cash | | 12/21 | | 12/27 | | 5,417 | | | 5,339 | | | 5,363 | | | 0.5 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.50%, 10.2% Cash | | 12/21 | | 12/27 | | — | | | (16) | | | (11) | | | — | % | | (6) (7) (9) (33) |
| | | | | | | | | | 6,296 | | | 6,190 | | | 6,222 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Terrybear, Inc. | | Consumer Products | | Subordinated Term Loan | | 10.0% Cash, 4.0% PIK | | 04/22 | | 04/28 | | 266 | | | 261 | | | 262 | | | — | % | | (6) (33) |
| | Common Stock (24,358.97 shares) | | N/A | | 04/22 | | N/A | | | | 239 | | | 230 | | | — | % | | (6) (31) (33) |
| | | | | | | | | | 266 | | | 500 | | | 492 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| The Caprock Group, Inc. (aka TA/TCG Holdings, LLC) | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | LIBOR + 4.25%, 9.2% Cash | | 10/21 | | 12/23 | | 1,248 | | | 1,164 | | | 1,185 | | | 0.1 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 4.25%, 9.2% Cash | | 10/21 | | 12/27 | | — | | | (17) | | | (14) | | | — | % | | (6) (7) (9) (33) |
| | Subordinated Term Loan | | LIBOR + 7.75%, 12.7% Cash | | 10/21 | | 10/28 | | 5,110 | | | 5,026 | | | 5,056 | | | 0.5 | % | | (6) (10) (33) |
| | | | | | | | | | 6,358 | | | 6,173 | | | 6,227 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| The Cleaver-Brooks Company, Inc. | | Industrial Equipment | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.4% Cash | | 07/22 | | 07/28 | | 22,208 | | | 21,756 | | | 21,825 | | | 2.0 | % | | (5) (6) (7) (18) |
| | Subordinated Term Loan | | 11.0%, PIK | | 07/22 | | 07/29 | | 5,124 | | | 5,024 | | | 5,036 | | | 0.5 | % | | (6) (33) |
| | | | | | | | | | 27,332 | | | 26,780 | | | 26,861 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| The Hilb Group, LLC | | Insurance Brokerage | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.3% Cash | | 05/21 | | 12/26 | | 4,211 | | | 4,121 | | | 4,102 | | | 0.4 | % | | (5) (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.6% Cash | | 05/21 | | 12/25 | | 926 | | | 911 | | | 913 | | | 0.1 | % | | (6) (7) (8) (33) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.6% Cash | | 05/21 | | 12/26 | | 2,661 | | | 2,600 | | | 2,624 | | | 0.2 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 7,798 | | | 7,632 | | | 7,639 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| The Octave Music Group, Inc. | | Media: Diversified & Production | | Second Lien Senior Secured Term Loan | | SOFR + 7.50%, 12.4% Cash | | 04/22 | | 04/30 | | 6,541 | | | 6,422 | | | 6,454 | | | 0.6 | % | | (5) (6) (7) (19) |
| | Partnership Equity (353,584.39 units) | | N/A | | 04/22 | | N/A | | | | 354 | | | 497 | | | — | % | | (6) (31) (33) |
| | | | | | | | | | 6,541 | | | 6,776 | | | 6,951 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Sandvine Corporation | | Communications Equipment | | First Lien Senior Secured Term Loan | | SOFR + 4.50%, 9.8% Cash | | 05/21 | | 11/26 | | $ | 171 | | | $ | 143 | | | $ | 100 | | | — | % | | (5) (7) (8) (15) (27) |
| | Second Lien Senior Secured Term Loan | | SOFR + 8.00%, 13.3% Cash | | 05/21 | | 11/25 | | 8,393 | | | 8,376 | | | 4,918 | | | 0.3 | % | | (5) (7) (8) (15) (27) |
| | | | | | | | | | 8,564 | | | 8,519 | | | 5,018 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Sanoptis S.A.R.L. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.7% Cash | | 06/22 | | 07/29 | | 7,025 | | | 6,727 | | | 6,847 | | | 0.4 | % | | (3) (5) (7) (8) (10) (29) |
| | First Lien Senior Secured Term Loan | | SARON + 5.75%, 7.2% Cash | | 06/22 | | 07/29 | | 4,377 | | | 4,105 | | | 4,275 | | | 0.3 | % | | (3) (5) (7) (8) (24) |
| | First Lien Senior Secured Term Loan | | SARON + 6.75%, 8.2% Cash | | 06/22 | | 07/29 | | 1,724 | | | 1,714 | | | 1,708 | | | 0.1 | % | | (3) (5) (7) (8) (24) |
| | | | | | | | | | 13,126 | | | 12,546 | | | 12,830 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SBP Holdings LP | | Industrial Other | | First Lien Senior Secured Term Loan | | SOFR + 6.75%, 12.1% Cash | | 03/23 | | 03/28 | | 14,126 | | | 13,562 | | | 13,957 | | | 0.9 | % | | (7) (8) (16) (28) (29) |
| | Revolver | | SOFR + 6.75%, 12.1% Cash | | 03/23 | | 03/28 | | 355 | | | 324 | | | 355 | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 14,481 | | | 13,886 | | | 14,312 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Scaled Agile, Inc. | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 12/21 | | 12/28 | | 1,797 | | | 1,774 | | | 1,727 | | | 0.1 | % | | (5) (6) (7) (8) (16) |
| | Revolver | | SOFR + 5.50%, 10.9% Cash | | 12/21 | | 12/28 | | 56 | | | 52 | | | 43 | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 1,853 | | | 1,826 | | | 1,770 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Scout Bidco B.V. | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.7% Cash | | 05/22 | | 05/29 | | 3,924 | | | 3,813 | | | 3,847 | | | 0.2 | % | | (3) (5) (7) (8) (10) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 08/23 | | 05/29 | | 508 | | | 508 | | | 498 | | | — | % | | (3) (5) (7) (8) (16) |
| | Revolver | | EURIBOR + 5.75%, 9.7% Cash | | 05/22 | | 05/29 | | 208 | | | 202 | | | 198 | | | — | % | | (3) (7) (8) (10) (28) (29) |
| | | | | | | | | | 4,640 | | | 4,523 | | | 4,543 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Sereni Capital NV | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 10.7% Cash | | 05/22 | | 05/29 | | 2,558 | | | 2,483 | | | 2,490 | | | 0.2 | % | | (3) (5) (7) (8) (11) (28) |
| | | | | | | | | | 2,558 | | | 2,483 | | | 2,490 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Shelf Bidco Ltd | | Other Financial | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.7% Cash | | 12/22 | | 01/30 | | 25,671 | | | 24,976 | | | 26,184 | | | 1.6 | % | | (3) (7) (8) (16) (28) |
| | Common Stock (1,200,000 shares) | | N/A | | 12/22 | | N/A | | | | 1,200 | | | 2,676 | | | 0.2 | % | | (3) (7) (26) (28) |
| | | | | | | | | | 25,671 | | | 26,176 | | | 28,860 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Simulation Software Investment Company Pty Ltd | | Business Services | | First Lien Senior Secured Term Loan | | BBSY + 5.00%, 9.4% Cash | | 05/21 | | 08/25 | | 383 | | | 402 | | | 383 | | | — | % | | (3) (5) (7) (8) (13) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 05/21 | | 08/25 | | 856 | | | 846 | | | 856 | | | 0.1 | % | | (3) (5) (7) (8) (16) (29) |
| | | | | | | | | | 1,239 | | | 1,248 | | | 1,239 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Sinari Invest | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.9% Cash | | 07/23 | | 07/30 | | 1,838 | | | 1,806 | | | 1,786 | | | 0.1 | % | | (3) (5) (7) (8) (11) (29) |
| | | | | | | | | | 1,838 | | | 1,806 | | | 1,786 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SISU ACQUISITIONCO., INC | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | SOFR+ 5.75%, 11.1% Cash | | 05/21 | | 12/26 | | 2,567 | | | 2,540 | | | 2,430 | | | 0.1 | % | | (6) (7) (8) (15) (28) (29) |
| | | | | | | | | | 2,567 | | | 2,540 | | | 2,430 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Smartling, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 4.50%, 9.9% Cash | | 11/21 | | 11/27 | | 16,257 | | | 16,047 | | | 16,193 | | | 1.0 | % | | (5) (7) (8) (15) |
| | Revolver | | SOFR + 4.50%, 9.9% Cash | | 11/21 | | 11/27 | | — | | | (13) | | | (4) | | | — | % | | (7) (8) (15) (28) (29) |
| | | | | | | | | | 16,257 | | | 16,034 | | | 16,189 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SmartShift Group, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.6% Cash | | 09/23 | | 09/29 | | 13,861 | | | 13,448 | | | 14,057 | | | 0.9 | % | | (5) (7) (8) (16) (29) |
| | Revolver | | SOFR + 5.75%, 11.6% Cash | | 09/23 | | 09/29 | | — | | | (62) | | | — | | | — | % | | (7) (8) (16) (28) (29) |
| | Common Stock (455 shares) | | N/A | | 09/23 | | N/A | | | | 455 | | | 649 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 13,861 | | | 13,841 | | | 14,706 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Total Safety U.S. Inc | | Diversified Support Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.0% Cash, 5.0% PIK | | 07/22 | | 08/25 | | $ | 7,726 | | | $ | 7,726 | | | $ | 7,726 | | | 0.7 | % | | (6) (7) (9) (33) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.0% Cash | | 08/21 | | 08/25 | | 2,266 | | | 2,249 | | | 2,156 | | | 0.2 | % | | (7) (9) (33) |
| | | | | | | | | | 9,992 | | | 9,975 | | | 9,882 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Trader Corporation | | Technology | | First Lien Senior Secured Term Loan | | CDOR + 6.75%, 11.7% Cash | | 12/22 | | 12/29 | | 4,606 | | | 4,453 | | | 4,502 | | | 0.4 | % | | (3) (5) (6) (7) (25) |
| | Revolver | | CDOR + 6.75%, 11.7% Cash | | 12/22 | | 12/28 | | — | | | (8) | | | (8) | | | — | % | | (3) (6) (7) (25) (33) |
| | | | | | | | | | 4,606 | | | 4,445 | | | 4,494 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Trident Maritime Systems, Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.9% Cash | | 05/21 | | 02/27 | | 8,931 | | | 8,830 | | | 8,822 | | | 0.8 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 8,931 | | | 8,830 | | | 8,822 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Truck-Lite Co., LLC | | Automotive Parts & Equipment | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.1% Cash | | 05/21 | | 12/26 | | 21,229 | | | 20,987 | | | 20,911 | | | 1.9 | % | | (5) (6) (7) (19) |
| | | | | | | | | | 21,229 | | | 20,987 | | | 20,911 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| TSM II Luxco 10 SARL | | Chemical & Plastics | | Senior Subordinated Term Loan | | 9.3% PIK | | 03/22 | | 03/27 | | 10,129 | | | 9,965 | | | 9,945 | | | 0.9 | % | | (3) (5) (6) (7) |
| | | | | | | | | | 10,129 | | | 9,965 | | | 9,945 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| TSYL Corporate Buyer, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.4% Cash | | 12/22 | | 12/28 | | 637 | | | 592 | | | 595 | | | 0.1 | % | | (5) (6) (7) (19) |
| | Revolver | | SOFR + 4.75%, 10.4% Cash | | 12/22 | | 12/28 | | — | | | (3) | | | (3) | | | — | % | | (6) (7) (19) (33) |
| | Partnership Units (4,673 units) | | N/A | | 12/22 | | N/A | | | | 5 | | | 5 | | | — | % | | (6) (31) (33) |
| | | | | | | | | | 637 | | | 594 | | | 597 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Turbo Buyer, Inc. | | Finance Companies | | First Lien Senior Secured Term Loan | | LIBOR +6.00%, 11.2% Cash | | 11/21 | | 12/25 | | 12,608 | | | 12,413 | | | 12,396 | | | 1.1 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 12,608 | | | 12,413 | | | 12,396 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Turnberry Solutions, Inc. | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.6% Cash | | 07/21 | | 09/26 | | 2,639 | | | 2,602 | | | 2,605 | | | 0.2 | % | | (5) (6) (7) (19) |
| | | | | | | | | | 2,639 | | | 2,602 | | | 2,605 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| UKFast Leaders Limited | | Technology | | First Lien Senior Secured Term Loan | | SONIA + 4.50%, 4.5% Cash, 3.4% PIK | | 05/21 | | 09/27 | | 4,366 | | | 4,889 | | | 3,868 | | | 0.3 | % | | (3) (5) (6) (7) (22) |
| | | | | | | | | | 4,366 | | | 4,889 | | | 3,868 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Union Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 10.0% Cash | | 06/22 | | 06/29 | | 2,427 | | | 2,333 | | | 2,285 | | | 0.2 | % | | (3) (5) (6) (7) (22) |
| | | | | | | | | | 2,427 | | | 2,333 | | | 2,285 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| United Therapy Holding III GmbH | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 8.2% Cash | | 04/22 | | 03/29 | | 1,648 | | | 1,580 | | | 1,569 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 1,648 | | | 1,580 | | | 1,569 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Unither (Uniholding) | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.2% Cash | | 03/23 | | 03/30 | | 2,059 | | | 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 Services | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.7% Cash | | 05/21 | | 11/24 | | 2,512 | | | 2,403 | | | 2,312 | | | 0.2 | % | | (5) (6) (7) (18) |
| | | | | | | | | | 2,512 | | | 2,403 | | | 2,312 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Utac Ceram | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 4.50%, 7.5% Cash | | 05/21 | | 09/27 | | 869 | | | 946 | | | 845 | | | 0.1 | % | | (3) (5) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.2% Cash | | 05/21 | | 09/27 | | 243 | | | 237 | | | 236 | | | — | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 1,112 | | | 1,183 | | | 1,081 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Validity, Inc. | | IT Consulting & Other Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.6% Cash | | 05/21 | | 05/25 | | 939 | | | 913 | | | 926 | | | 0.1 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 939 | | | 913 | | | 926 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Victoria Bidco Limited | | Industrial Machinery | | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 9.9% Cash | | 03/22 | | 01/29 | | 5,227 | | | 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) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Soho Square III Debtco II SARL | | Diversified Capital Markets | | First Lien Senior Secured Term Loan | | 9.5% PIK | | 10/22 | | 10/27 | | $ | 8,224 | | | $ | 7,744 | | | $ | 8,214 | | | 0.5 | % | | (3) (7) (28) |
| | | | | | | | | | 8,224 | | | 7,744 | | | 8,214 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Solo Buyer, L.P. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 12/22 | | 12/29 | | 16,440 | | | 16,087 | | | 16,276 | | | 1.0 | % | | (7) (8) (16) (28) |
| | Revolver | | SOFR + 6.25%, 11.6% Cash | | 12/22 | | 12/28 | | 665 | | | 626 | | | 665 | | | — | % | | (7) (8) (16) (28) (29) |
| | Partnership Units (516,399 units) | | N/A | | 12/22 | | N/A | | | | 516 | | | 516 | | | — | % | | (7) (26) |
| | | | | | | | | | 17,105 | | | 17,229 | | | 17,457 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.) | | Other Utility | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.3% Cash | | 11/22 | | 03/27 | | 1,653 | | | 1,625 | | | 1,612 | | | 0.1 | % | | (6) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.3% Cash | | 11/22 | | 05/24 | | 263 | | | 253 | | | 246 | | | — | % | | (5) (7) (8) (16) (29) |
| | Revolver | | SOFR + 5.00%, 10.3% Cash | | 11/22 | | 03/27 | | 39 | | | 37 | | | 35 | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 1,955 | | | 1,915 | | | 1,893 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Spatial Business Systems LLC | | Electric | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 10/22 | | 10/28 | | 7,660 | | | 7,477 | | | 7,541 | | | 0.5 | % | | (5) (7) (8) (15) (29) |
| | Revolver | | SOFR + 5.50%, 10.8% Cash | | 10/22 | | 10/28 | | — | | | (27) | | | (18) | | | — | % | | (7) (8) (15) (28) (29) |
| | | | | | | | | | 7,660 | | | 7,450 | | | 7,523 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Springbrook Software (SBRK Intermediate, Inc.) | | Enterprise Software & Services | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 05/21 | | 12/26 | | 6,621 | | | 6,572 | | | 6,579 | | | 0.4 | % | | (6) (7) (8) (16) (28) |
| | First Lien Senior Secured Term Loan | | SOFR +5.50%, 10.9% Cash | | 12/19 | | 12/26 | | 1,738 | | | 1,709 | | | 1,708 | | | 0.1 | % | | (5) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.9% Cash | | 12/22 | | 12/26 | | 4,129 | | | 4,068 | | | 4,129 | | | 0.3 | % | | (6) (7) (8) (16) |
| | | | | | | | | | 12,488 | | | 12,349 | | | 12,416 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SSCP Pegasus Midco Limited | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 11.3% Cash | | 05/21 | | 11/27 | | 853 | | | 915 | | | 853 | | | 0.1 | % | | (3) (5) (7) (8) (18) (28) (29) |
| | | | | | | | | | 853 | | | 915 | | | 853 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SSCP Spring Bidco 3 Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 11.7% Cash | | 11/23 | | 11/30 | | 968 | | | 933 | | | 942 | | | 0.1 | % | | (3) (5) (7) (8) (19) |
| | | | | | | | | | 968 | | | 933 | | | 942 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Starnmeer B.V. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 10/21 | | 04/27 | | 13,388 | | | 13,265 | | | 13,361 | | | 0.8 | % | | (3) (5) (7) (8) (17) |
| | | | | | | | | | 13,388 | | | 13,265 | | | 13,361 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Superjet Buyer, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 12/21 | | 12/27 | | 22,653 | | | 22,346 | | | 22,540 | | | 1.4 | % | | (5) (6) (7) (8) (16) |
| | Revolver | | SOFR + 5.50%, 10.9% Cash | | 12/21 | | 12/27 | | 456 | | | 433 | | | 447 | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 23,109 | | | 22,779 | | | 22,987 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SVI International LLC | | Automotive | | First Lien Senior Secured Term Loan | | SOFR + 6.75%, 12.1% Cash | | 03/24 | | 03/30 | | 644 | | | 629 | | | 629 | | | — | % | | (5) (7) (8) (15) (29) |
| | Revolver | | SOFR + 6.75%, 12.1% Cash | | 03/24 | | 03/30 | | — | | | (1) | | | (1) | | | — | % | | (7) (8) (15) (28) (29) |
| | LLC Units (207,921 units) | | N/A | | 03/24 | | N/A | | | | 208 | | | 208 | | | — | % | | (7) (26) |
| | | | | | | | | | 644 | | | 836 | | | 836 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Syniverse Holdings, Inc. | | Technology Distributors | | Series A Preferred Equity (7,575,758 units) | | 12.5% PIK | | 05/22 | | N/A | | | | 8,989 | | | 9,015 | | | 0.5 | % | | (5) (7) |
| | | | | | | | | | | | 8,989 | | | 9,015 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Syntax Systems Ltd | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 11/21 | | 10/28 | | 6,297 | | | 6,254 | | | 6,298 | | | 0.4 | % | | (3) (6) (7) (8) (15) |
| | Revolver | | SOFR + 5.50%, 10.9% Cash | | 11/21 | | 10/26 | | 667 | | | 662 | | | 667 | | | — | % | | (3) (7) (8) (15) (28) (29) |
| | | | | | | | | | 6,964 | | | 6,916 | | | 6,965 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| VistaJet Pass Through Trust 2021-1B | | Airlines | | Structured Secured Note - Class B | | 6.3% Cash | | 11/21 | | 02/29 | | $ | 8,571 | | | $ | 8,571 | | | $ | 7,203 | | | 0.6 | % | | (6) (33) |
| | | | | | | | | | 8,571 | | | 8,571 | | | 7,203 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Vital Buyer, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.5% Cash | | 06/21 | | 06/28 | | 957 | | | 942 | | | 929 | | | 0.1 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.6% Cash | | 06/21 | | 06/28 | | 4,018 | | | 3,898 | | | 3,898 | | | 0.3 | % | | (6) (7) (19) (33) |
| | Partnership Units (1,096.2 units) | | N/A | | 06/21 | | N/A | | | | 11 | | | 21 | | | — | % | | (6) (31) (33) |
| | | | | | | | | | 4,975 | | | 4,851 | | | 4,848 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| VP Holding Company | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.9% Cash | | 05/21 | | 05/24 | | 14,500 | | | 14,373 | | | 14,079 | | | 1.3 | % | | (5) (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 05/21 | | 05/24 | | 8,506 | | | 8,394 | | | 8,260 | | | 0.7 | % | | (5) (6) (7) (19) |
| | | | | | | | | | 23,006 | | | 22,767 | | | 22,339 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| W2O Holdings, Inc. | | Healthcare Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 10.2% Cash | | 05/21 | | 06/25 | | 1,106 | | | 1,103 | | | 1,073 | | | 0.1 | % | | (6) (7) (9) (33) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.0% Cash | | 05/21 | | 06/25 | | 484 | | | 467 | | | 466 | | | — | % | | (6) (7) (20) (33) |
| | | | | | | | | | 1,590 | | | 1,570 | | | 1,539 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Wheels Up Experience Inc | | Transportation Services | | First Lien Senior Secured Term Loan | | 12.0% Cash | | 09/22 | | 10/29 | | 21,937 | | | 21,100 | | | 21,612 | | | 1.9 | % | | (6) (33) |
| | | | | | | | | | 21,937 | | | 21,100 | | | 21,612 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Whitcraft Holdings, Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | SOFR + 7.00%, 11.9% Cash | | 02/23 | | 02/29 | | 16,903 | | | 16,237 | | | 16,227 | | | 1.5 | % | | (6) (7) (19) (33) |
| | Revolver | | SOFR + 7.00%, 11.9% Cash | | 02/23 | | 02/29 | | — | | | (99) | | | (101) | | | — | % | | (6) (7) (19) (33) |
| | LP Units (84,116.1 units) | | N/A | | 02/23 | | N/A | | | | 841 | | | 841 | | | 0.1 | % | | (6) (31) (33) |
| | | | | | | | | | 16,903 | | | 16,979 | | | 16,967 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Woodland Foods, LLC | | Food & Beverage | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.9% Cash | | 12/21 | | 12/27 | | 8,232 | | | 8,099 | | | 7,401 | | | 0.7 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 10.9% Cash | | 12/21 | | 12/27 | | 1,294 | | | 1,267 | | | 1,130 | | | 0.1 | % | | (6) (7) (9) (33) |
| | Common Stock (1,204.46 shares) | | N/A | | 12/21 | | N/A | | | | 1,204 | | | 719 | | | 0.1 | % | | (6) (31) (33) |
| | | | | | | | | | 9,526 | | | 10,570 | | | 9,250 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| World 50, Inc. | | Professional Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.6% Cash | | 05/21 | | 01/26 | | 15,344 | | | 15,143 | | | 15,203 | | | 1.4 | % | | (5) (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 10.1% Cash | | 05/21 | | 01/26 | | 519 | | | 519 | | | 512 | | | — | % | | (5) (6) (7) (8) |
| | | | | | | | | | 15,863 | | | 15,662 | | | 15,715 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| WWEC Holdings III Corp | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.8% Cash | | 10/22 | | 10/28 | | 10,753 | | | 10,454 | | | 10,480 | | | 0.9 | % | | (5) (6) (7) (19) |
| | Revolver | | SOFR + 6.00%, 10.8% Cash | | 10/22 | | 10/28 | | 839 | | | 796 | | | 800 | | | 0.1 | % | | (6) (7) (19) (33) |
| | | | | | | | | | 11,592 | | | 11,250 | | | 11,280 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Xeinadin Bidco Limited | | Financial Other | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 9.2% Cash | | 05/22 | | 05/29 | | 11,029 | | | 10,690 | | | 10,702 | | | 1.0 | % | | (3) (5) (6) (7) (22) |
| | Subordinated Term Loan | | 11.0% PIK | | 05/22 | | 05/29 | | 4,162 | | | 4,043 | | | 4,061 | | | 0.4 | % | | (3) (6) (7) (33) |
| | Common Stock (354,281 shares) | | N/A | | 05/22 | | N/A | | | | 452 | | | 452 | | | — | % | | (3) (6) (31) (33) |
| | | | | | | | | | 15,191 | | | 15,185 | | | 15,215 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ZB Holdco LLC | | Food & Beverage | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.9% Cash | | 02/22 | | 02/28 | | 4,030 | | | 3,974 | | | 3,980 | | | 0.4 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 4.75%, 9.9% Cash | | 02/22 | | 02/28 | | — | | | (14) | | | (11) | | | — | % | | (6) (7) (9) (33) |
| | LLC Units (152.7 units) | | N/A | | 02/22 | | N/A | | | | 153 | | | 198 | | | — | % | | (6) (31) (33) |
| | | | | | | | | | 4,030 | | | 4,113 | | | 4,167 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| TA SL Cayman Aggregator Corp. | | Technology | | Subordinated Term Loan | | 7.8% PIK | | 07/21 | | 07/28 | | $ | 1,266 | | | $ | 1,254 | | | $ | 1,240 | | | 0.1 | % | | (7) (28) |
| | Common Stock (770 shares) | | N/A | | 07/21 | | N/A | | | | 24 | | | 37 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 1,266 | | | 1,278 | | | 1,277 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Tank Holding Corp | | Metal & Glass Containers | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 03/22 | | 03/28 | | 14,094 | | | 13,866 | | | 13,989 | | | 0.9 | % | | (5) (6) (7) (8) (15) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.4% Cash | | 05/23 | | 03/28 | | 5,646 | | | 5,473 | | | 5,538 | | | 0.3 | % | | (7) (8) (15) (28) (29) |
| | Revolver | | SOFR + 5.75%, 11.2% Cash | | 03/22 | | 03/28 | | 164 | | | 154 | | | 159 | | | — | % | | (7) (8) (15) (28) (29) |
| | | | | | | | | | 19,904 | | | 19,493 | | | 19,686 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Tanqueray Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 10.7% Cash | | 11/22 | | 11/29 | | 1,714 | | | 1,519 | | | 1,714 | | | 0.1 | % | | (3) (5) (7) (8) (18) |
| | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 10.7% Cash | | 11/22 | | 11/25 | | — | | | (14) | | | — | | | — | % | | (3) (5) (7) (8) (18) (29) |
| | | | | | | | | | 1,714 | | | 1,505 | | | 1,714 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Team Air Distributing, LLC | | Consumer Cyclical | | Subordinated Term Loan | | 12.0% Cash | | 5/23 | | 5/28 | | 600 | | | 589 | | | 591 | | | — | % | | (7) (28) |
| | Partnership Equity (400,000 units) | | N/A | | 5/23 | | N/A | | | | 400 | | | 424 | | | — | % | | (7) (26) |
| | | | | | | | | | 600 | | | 989 | | | 1,015 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Techone B.V. | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 9.3% Cash | | 11/21 | | 11/28 | | 5,909 | | | 5,871 | | | 5,841 | | | 0.4 | % | | (3) (5) (7) (8) (10) |
| | Revolver | | EURIBOR + 5.50%, 9.3% Cash | | 11/21 | | 05/28 | | — | | | (12) | | | (4) | | | — | % | | (3) (7) (8) (10) (28) (29) |
| | | | | | | | | | 5,909 | | | 5,859 | | | 5,837 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Tencarva Machinery Company, LLC | | Capital Equipment | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.3% Cash | | 12/21 | | 12/27 | | 6,232 | | | 6,160 | | | 6,139 | | | 0.4 | % | | (5) (6) (7) (8) (16) |
| | Revolver | | SOFR + 5.00%, 10.3% Cash | | 12/21 | | 12/27 | | — | | | (12) | | | (17) | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 6,232 | | | 6,148 | | | 6,122 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Terrybear, Inc. | | Consumer Products | | Subordinated Term Loan | | 10.0% Cash, 4.0% PIK | | 04/22 | | 04/28 | | 277 | | | 273 | | | 261 | | | — | % | | (7) (28) |
| | Common Stock (24,359 shares) | | N/A | | 04/22 | | N/A | | | | 239 | | | 104 | | | — | % | | (7) (26) |
| | | | | | | | | | 277 | | | 512 | | | 365 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| The Caprock Group, Inc. (aka TA/TCG Holdings, LLC) | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | SOFR + 4.25%, 9.7% Cash | | 10/21 | | 12/27 | | 3,959 | | | 3,911 | | | 3,959 | | | 0.2 | % | | (5) (6) (7) (8) (16) |
| | Revolver | | SOFR + 4.25%, 9.7% Cash | | 10/21 | | 12/27 | | — | | | (13) | | | — | | | — | % | | (7) (8) (16) (28) (29) |
| | Subordinated Term Loan | | SOFR + 7.75%, 13.2% Cash | | 10/21 | | 10/28 | | 5,368 | | | 5,297 | | | 5,348 | | | 0.3 | % | | (7) (8) (17) (28) |
| | | | | | | | | | 9,327 | | | 9,195 | | | 9,307 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| The Cleaver-Brooks Company, Inc. | | Capital Equipment | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 07/22 | | 07/28 | | 14,164 | | | 13,906 | | | 14,164 | | | 0.9 | % | | (5) (6) (7) (8) (15) (28) (29) |
| | Subordinated Term Loan | | 12.5%, PIK | | 07/22 | | 07/29 | | 4,366 | | | 4,302 | | | 4,340 | | | 0.3 | % | | (7) (28) |
| | | | | | | | | | 18,530 | | | 18,208 | | | 18,504 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| The Hilb Group, LLC | | Insurance Brokerage | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 05/21 | | 12/26 | | 9,089 | | | 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 & Production | | Second Lien Senior Secured Term Loan | | SOFR + 7.50%, 12.8% Cash | | 04/22 | | 04/30 | | 2,234 | | | 2,197 | | | 2,234 | | | 0.1 | % | | (5) (7) (8) (16) |
| | Partnership Equity (353,584.39 units) | | N/A | | 04/22 | | N/A | | | | 354 | | | 1,124 | | | 0.1 | % | | (7) (28) |
| | | | | | | | | | 2,234 | | | 2,551 | | | 3,358 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Trader Corporation | | Technology | | First Lien Senior Secured Term Loan | | CDOR + 6.50%, 12.2% Cash | | 12/22 | | 12/29 | | 2,560 | | | 2,481 | | | 2,560 | | | 0.2 | % | | (3) (5) (7) (8) (21) |
| | Revolver | | CDOR + 6.50%, 12.2% Cash | | 12/22 | | 12/28 | | — | | | (7) | | | — | | | — | % | | (3) (7) (8) (21) (28) (29) |
| | | | | | | | | | 2,560 | | | 2,474 | | | 2,560 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Zeppelin Bidco Limited | | Services: Business | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 10.4% Cash | | 03/22 | | 03/29 | | $ | 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) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Trident Maritime Systems, Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 11.0% Cash | | 05/21 | | 02/27 | | $ | 9,262 | | | $ | 9,181 | | | $ | 8,947 | | | 0.5 | % | | (6) (7) (8) (16) (28) |
| | | | | | | | | | 9,262 | | | 9,181 | | | 8,947 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Trintech, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.8% Cash | | 07/23 | | 07/29 | | 12,540 | | | 12,194 | | | 12,249 | | | 0.7 | % | | (5) (7) (8) (15) |
| | Revolver | | SOFR + 6.50%, 11.8% Cash | | 07/23 | | 07/29 | | 408 | | | 369 | | | 375 | | | — | % | | (7) (8) (15) (28) (29) |
| | | | | | | | | | 12,948 | | | 12,563 | | | 12,624 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| TSYL Corporate Buyer, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash | | 12/22 | | 12/28 | | 1,398 | | | 1,361 | | | 1,367 | | | 0.1 | % | | (5) (7) (8) (16) (29) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.3% Cash | | 12/23 | | 12/28 | | 625 | | | 584 | | | 586 | | | — | % | | (5) (7) (8) (16) (29) |
| | Revolver | | SOFR + 4.75%, 10.1% Cash | | 12/22 | | 12/28 | | — | | | (9) | | | (7) | | | — | % | | (7) (8) (16) (28) (29) |
| | Partnership Units (4,673 units) | | N/A | | 12/22 | | N/A | | | | 5 | | | 9 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 2,023 | | | 1,941 | | | 1,955 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Turbo Buyer, Inc. | | Finance Companies | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash | | 11/21 | | 12/25 | | 12,480 | | | 12,369 | | | 12,031 | | | 0.7 | % | | (5) (6) (7) (8) (16) |
| | | | | | | | | | 12,480 | | | 12,369 | | | 12,031 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Turnberry Solutions, Inc. | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 07/21 | | 09/26 | | 2,612 | | | 2,586 | | | 2,612 | | | 0.2 | % | | (6) (7) (8) (16) |
| | | | | | | | | | 2,612 | | | 2,586 | | | 2,612 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| UBC Ledgers Holding AB | | Financial Other | | First Lien Senior Secured Term Loan | | STIBOR + 5.25%, 9.3% Cash | | 12/23 | | 12/30 | | 1,499 | | | 1,469 | | | 1,447 | | | 0.1 | % | | (3) (5) (7) (8) (20) (29) |
| | Revolver | | STIBOR + 5.25%, 9.3% Cash | | 12/23 | | 06/24 | | — | | | — | | | — | | | — | % | | (3) (7) (8) (20) (28) (29) |
| | | | | | | | | | 1,499 | | | 1,469 | | | 1,447 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| UKFast Leaders Limited | | Technology | | First Lien Senior Secured Term Loan | | SONIA + 7.25%, 12.4% Cash | | 05/21 | | 09/27 | | 4,579 | | | 5,022 | | | 4,195 | | | 0.3 | % | | (3) (5) (7) (8) (18) |
| | | | | | | | | | 4,579 | | | 5,022 | | | 4,195 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Union Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 5.94%, 11.4% Cash | | 06/22 | | 06/29 | | 2,480 | | | 2,339 | | | 2,377 | | | 0.1 | % | | (3) (5) (7) (8) (18) (29) |
| | | | | | | | | | 2,480 | | | 2,339 | | | 2,377 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| United Therapy Holding III GmbH | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.9% Cash | | 04/22 | | 03/29 | | 1,638 | | | 1,588 | | | 1,214 | | | 0.1 | % | | (3) (5) (7) (8) (11) (29) |
| | | | | | | | | | 1,638 | | | 1,588 | | | 1,214 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Unither (Uniholding) | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.2% Cash | | 03/23 | | 03/30 | | 2,047 | | | 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 Services | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 05/21 | | 11/24 | | 3,507 | | | 3,463 | | | 3,426 | | | 0.2 | % | | (5) (6) (7) (8) (15) (29) |
| | | | | | | | | | 3,507 | | | 3,463 | | | 3,426 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Utac Ceram | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 8.4% Cash, 1.8% PIK | | 05/21 | | 09/27 | | 879 | | | 965 | | | 827 | | | 0.1 | % | | (3) (5) (7) (8) (10) |
| | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash, 1.8% PIK | | 05/21 | | 09/27 | | 247 | | | 243 | | | 232 | | | — | % | | (3) (5) (7) (8) (16) |
| | | | | | | | | | 1,126 | | | 1,208 | | | 1,059 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Validity, Inc. | | IT Consulting & Other Services | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.7% Cash | | 05/21 | | 05/26 | | 939 | | | 925 | | | 939 | | | 0.1 | % | | (5) (7) (8) (15) |
| | | | | | | | | | 939 | | | 925 | | | 939 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Victoria Bidco Limited | | Industrial Machinery | | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 11.7% Cash | | 03/22 | | 01/29 | | 5,340 | | | 5,529 | | | 4,769 | | | 0.3 | % | | (3) (5) (7) (8) (18) |
| | | | | | | | | | 5,340 | | | 5,529 | | | 4,769 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| VistaJet Pass Through Trust 2021-1B | | Airlines | | Structured Secured Note - Class B | | 6.3% Cash | | 11/21 | | 02/29 | | 7,143 | | | 7,143 | | | 7,011 | | | 0.4 | % | | (7) (28) |
| | | | | | | | | | 7,143 | | | 7,143 | | | 7,011 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Eclipse Business Capital, LLC | | Banking, Finance, Insurance & Real Estate | | Revolver | | LIBOR + 7.25% | | 08/21 | | 07/28 | | 3,080 | | | 3,007 | | | 3,080 | | | 0.3 | % | | (6) (8) (33) |
| | Second Lien Senior Secured Term Loan | | 7.5% Cash | | 08/21 | | 07/28 | | 3,209 | | | 3,183 | | | 3,209 | | | 0.3 | % | | (6) (33) |
| | LLC Units (63,139,338 units) | | N/A | | 08/21 | | N/A | | | | 65,809 | | | 101,023 | | | 9.0 | % | | (6) (33) |
| | | | | | | | | | 6,289 | | | 71,999 | | | 107,312 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Rocade Holdings LLC | | Other Financial | | Preferred LP Units (12,000 units) | | SOFR + 6.0% PIK | | 02/23 | | N/A | | | | 12,000 | | | 12,000 | | | 1.1 | % | | (6) (33) |
| | LP Units (30.8 units) | | N/A | | 02/23 | | N/A | | | | — | | | — | | | — | % | | (6) (31) (33) |
| | | | | | | | | | | | 12,000 | | | 12,000 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Thompson Rivers LLC | | Investment Funds & Vehicles | | 6.3% Member Interest | | N/A | | 08/21 | | N/A | | | | 15,599 | | | 8,741 | | | 0.8 | % | | (31) (33) |
| | | | | | | | | | | | 15,599 | | | 8,741 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Waccamaw River LLC | | Investment Funds & Vehicles | | 20% Member Interest | | N/A | | 08/21 | | N/A | | | | 22,602 | | | 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: | | | | | | | | | | | | | |
| Description | | Company Receives | | Company Pays | | Maturity Date | | Notional Amount | | Value | | Hedged Instrument | Unrealized 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) | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 20232024
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Foreign Currency Forward Contracts: | | | | | | | | | | |
| Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Counterparty | | Settlement Date | | Unrealized Appreciation (Depreciation) |
| Foreign currency forward contract (AUD) | | A$2,300 | | $1,557 | | BNP Paribas SA | | 04/11/23 | | $ | (15) | |
| | | | | | | | | | |
| Foreign currency forward contract (AUD) | | $46,243 | | A$68,728 | | BNP Paribas SA | | 04/11/23 | | 163 | |
| | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forward contract (CAD) | | $5,383 | | C$7,326 | | BNP Paribas SA | | 04/11/23 | | (33) | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forward contract (DKK) | | 200kr. | | $29 | | BNP Paribas SA | | 04/11/23 | | — | |
| Foreign currency forward contract (DKK) | | $1,098 | | 7,639kr. | | BNP Paribas SA | | 04/11/23 | | (17) | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forward contract (EUR) | | $204,852 | | €191,711 | | BNP Paribas SA | | 04/11/23 | | (3,646) | |
| | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £1,600 | | $1,929 | | BNP Paribas SA | | 04/11/23 | | 50 | |
| | | | | | | | | | |
| Foreign currency forward contract (GBP) | | $66,247 | | £54,756 | | BNP Paribas SA | | 04/11/23 | | (1,482) | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forward contract (NZD) | | $5,234 | | NZ$8,323 | | BNP Paribas SA | | 04/11/23 | | 16 | |
| | | | | | | | | | |
| Foreign currency forward contract (NOK) | | 1,514kr | | $140 | | BNP Paribas SA | | 04/11/23 | | 5 | |
| Foreign currency forward contract (NOK) | | $4,170 | | 40,964kr | | BNP Paribas SA | | 04/11/23 | | 247 | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forward contract (SEK) | | $555 | | 5,751kr | | BNP Paribas SA | | 04/11/23 | | (1) | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forward contract (CHF) | | $5,336 | | 4,891Fr. | | BNP Paribas SA | | 04/11/23 | | (25) | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Total Foreign Currency Forward Contracts, March 31, 2023 | | | | | | | | $ | (4,738) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Vital Buyer, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 06/21 | | 06/28 | | $ | 4,895 | | | $ | 4,783 | | | $ | 4,895 | | | 0.3 | % | | (6) (7) (8) (16) (28) |
| | Partnership Units (1,096.2 units) | | N/A | | 06/21 | | N/A | | | | 11 | | | 19 | | | — | % | | (7) (26) |
| | | | | | | | | | 4,895 | | | 4,794 | | | 4,914 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| VP Holding Company | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 05/21 | | 12/25 | | 4,617 | | | 4,613 | | | 4,501 | | | 0.3 | % | | (6) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 05/21 | | 05/24 | | 16,539 | | | 16,515 | | | 16,125 | | | 1.0 | % | | (5) (7) (8) (16) (28) |
| | | | | | | | | | 21,156 | | | 21,128 | | | 20,626 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| W2O Holdings, Inc. | | Healthcare Technology | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash | | 05/21 | | 06/25 | | 1,092 | | | 1,090 | | | 1,070 | | | 0.1 | % | | (7) (16) (28) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.6% Cash | | 10/20 | | 06/26 | | 674 | | | 662 | | | 661 | | | — | % | | (5) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.6% Cash | | 05/21 | | 06/25 | | 588 | | | 579 | | | 576 | | | — | % | | (7) (17) (28) |
| | | | | | | | | | 2,354 | | | 2,331 | | | 2,307 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| WEST-NR ACQUISITIONCO, LLC | | Insurance | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.7% Cash | | 08/23 | | 12/27 | | 3,732 | | | 3,666 | | | 3,732 | | | 0.2 | % | | (5) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.7% Cash | | 08/23 | | 02/25 | | — | | | (64) | | | — | | | — | % | | (5) (7) (8) (16) (29) |
| | | | | | | | | | 3,732 | | | 3,602 | | | 3,732 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Wheels Up Experience Inc | | Transportation Services | | First Lien Senior Secured Term Loan | | 12.0% Cash | | 09/22 | | 10/29 | | 16,050 | | | 15,503 | | | 14,806 | | | 0.9 | % | | (7) (28) |
| | | | | | | | | | 16,050 | | | 15,503 | | | 14,806 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Whitcraft Holdings, Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | SOFR + 7.00%, 12.3% Cash | | 02/23 | | 02/29 | | 12,806 | | | 12,363 | | | 12,781 | | | 0.8 | % | | (7) (8) (16) (28) |
| | Revolver | | SOFR + 7.00%, 12.3% Cash | | 02/23 | | 02/29 | | 1,207 | | | 1,125 | | | 1,202 | | | 0.1 | % | | (7) (8) (16) (28) (29) |
| | LP Units (84,116.1 units) | | N/A | | 02/23 | | N/A | | | | 841 | | | 1,091 | | | 0.1 | % | | (7) (26) (28) |
| | | | | | | | | | 14,013 | | | 14,329 | | | 15,074 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| White Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash | | 10/23 | | 10/30 | | 1,749 | | | 1,690 | | | 1,696 | | | 0.1 | % | | (3) (5) (7) (8) (16) (28) (29) |
| | | | | | | | | | 1,749 | | | 1,690 | | | 1,696 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Woodland Foods, LLC | | Food & Beverage | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 12/21 | | 12/27 | | 8,149 | | | 8,042 | | | 7,652 | | | 0.5 | % | | (6) (7) (8) (16) |
| | Revolver | | SOFR + 5.75%, 11.1% Cash | | 12/21 | | 12/27 | | 1,380 | | | 1,359 | | | 1,281 | | | 0.1 | % | | (7) (8) (16) (28) (29) |
| | Common Stock (1,204.46 shares) | | N/A | | 12/21 | | N/A | | | | 1,204 | | | 768 | | | — | % | | (7) (26) |
| | | | | | | | | | 9,529 | | | 10,605 | | | 9,701 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| World 50, Inc. | | Professional Services | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 03/24 | | 03/30 | | 33,297 | | | 32,633 | | | 32,631 | | | 2.0 | % | | (5) (6) (7) (8) (16) |
| | Revolver | | SOFR + 5.75%, 11.1% Cash | | 03/24 | | 03/30 | | — | | | (34) | | | (34) | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | 33,297 | | | 32,599 | | | 32,597 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| WWEC Holdings III Corp | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 10/22 | | 10/28 | | 6,896 | | | 6,587 | | | 6,558 | | | 0.4 | % | | (5) (7) (8) (16) (29) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 10/22 | | 10/24 | | 2,320 | | | 2,306 | | | 2,262 | | | 0.1 | % | | (5) (7) (8) (16) |
| | Revolver | | SOFR + 5.75%, 11.1% Cash | | 10/22 | | 10/28 | | — | | | (68) | | | (84) | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 9,216 | | | 8,825 | | | 8,736 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Xeinadin Bidco Limited | | Financial Other | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 10.4% Cash | | 05/22 | | 05/29 | | 12,582 | | | 12,085 | | | 12,403 | | | 0.8 | % | | (3) (5) (7) (8) (18) (29) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 9.2% Cash | | 05/22 | | 05/29 | | 461 | | | 466 | | | 456 | | | — | % | | (3) (5) (7) (8) (10) |
| | Subordinated Term Loan | | 11.0% PIK | | 05/22 | | 05/29 | | 4,957 | | | 4,762 | | | 4,887 | | | 0.3 | % | | (3) (7) (28) |
| | Common Stock (36,532,680 shares) | | N/A | | 05/22 | | N/A | | | | 452 | | | 461 | | | — | % | | (3) (7) (26) (28) |
| | | | | | | | | | 18,000 | | | 17,765 | | | 18,207 | | | | | |
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) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| ZB Holdco LLC | | Food & Beverage | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash | | 02/22 | | 02/28 | | $ | 8,493 | | | $ | 8,246 | | | $ | 8,220 | | | 0.5 | % | | (5) (6) (7) (8) (16) (29) |
| | Revolver | | SOFR + 6.00%, 11.3% Cash | | 02/22 | | 02/28 | | 304 | | | 293 | | | 287 | | | — | % | | (7) (8) (16) (28) (29) |
| | LLC Units (152.7 units) | | N/A | | 02/22 | | 02/28 | | | | 153 | | | 212 | | | — | % | | (7) |
| | | | | | | | | | 8,797 | | | 8,692 | | | 8,719 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Zeppelin Bidco Limited | | Services: Business | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 11.4% Cash | | 03/22 | | 03/29 | | 3,056 | | | 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, LLC | | Hotel, Gaming and Leisure | | Subordinated Term Loan | | 10.0% PIK | | 11/21 | | 11/31 | | 3,647 | | | 3,464 | | | 3,440 | | | 0.2 | % | | (7) (28) |
| | Subordinated Term Loan | | 8.0% Cash | | 11/21 | | 11/31 | | 8,310 | | | 7,809 | | | 7,839 | | | 0.5 | % | | (7) (28) |
| | LLC Units (1,203,914.5 units) | | N/A | | 11/21 | | N/A | | | | 7,322 | | | 8,027 | | | 0.5 | % | | (7) (26) |
| | | | | | | | | | 11,957 | | | 18,595 | | | 19,306 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| CPCF BPCC LLC | | Investment Funds & Vehicles | | 9.1% Member Interest | | N/A | | 06/23 | | N/A | | | | 9,296 | | | 9,269 | | | 0.6 | % | | (3) (28) |
| | | | | | | | | | | | 9,296 | | | 9,269 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Eclipse Business Capital, LLC | | Banking,
Finance,
Insurance &
Real Estate | | Revolver | | SOFR + 7.25%, 12.6% Cash | | 08/21 | | 07/28 | | 4,171 | | | 4,112 | | | 4,172 | | | 0.3 | % | | (7) (15) (28) (29) |
| | Second Lien Senior Secured Term Loan | | 7.5% Cash | | 08/21 | | 07/28 | | 3,209 | | | 3,187 | | | 3,209 | | | 0.2 | % | | (7) (28) |
| | LLC Units (63,139,338 units) | | N/A | | 08/21 | | N/A | | | | 65,621 | | | 101,023 | | | 6.2 | % | | (7) (28) |
| | | | | | | | | | 7,380 | | | 72,920 | | | 108,404 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Rocade Holdings LLC | | Other Financial | | Preferred LP Units (108,000 units) | | SOFR + 6.0% PIK, 11.3% PIK | | 02/23 | | N/A | | | | 117,332 | | | 117,332 | | | 7.2 | % | | (7) (16) (28) (29) |
| | Common LP Units (30.8 units) | | N/A | | 02/23 | | N/A | | | | — | | | 1,644 | | | 0.1 | % | | (7) (26) (28) |
| | | | | | | | | | | | 117,332 | | | 118,976 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Thompson Rivers LLC | | Investment Funds & Vehicles | | 6.3% Member Interest | | N/A | | 08/21 | | N/A | | | | 11,224 | | | 4,325 | | | 0.3 | % | | (26) (28) |
| | | | | | | | | | | | 11,224 | | | 4,325 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Waccamaw River LLC | | Investment Funds & Vehicles | | 20.0% Member Interest | | N/A | | 08/21 | | N/A | | | | 25,082 | | | 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: | | | | | | | | | | | | | | |
| Description | | Company Receives | | Company Pays | | Maturity Date | | Notional Amount | | Value | | Hedged Instrument | | Unrealized 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) | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Foreign Currency Forward Contracts: | | | | | | | | | | |
| Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Counterparty | | Settlement Date | | Unrealized Appreciation (Depreciation) |
| Foreign currency forward contract (AUD) | | A$72,160 | | $47,133 | | BNP Paribas SA | | 04/08/24 | | $ | (49) | |
| Foreign currency forward contract (AUD) | | $48,934 | | A$72,160 | | BNP Paribas SA | | 04/08/24 | | 1,850 | |
| Foreign currency forward contract (AUD) | | $47,900 | | A$73,151 | | BNP Paribas SA | | 07/08/24 | | 49 | |
| | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forward contract (CAD) | | C$7,443 | | $5,487 | | BNP Paribas SA | | 04/08/24 | | 13 | |
| Foreign currency forward contract (CAD) | | $5,595 | | C$7,443 | | BNP Paribas SA | | 04/08/24 | | 95 | |
| Foreign currency forward contract (CAD) | | $5,103 | | C$6,924 | | BNP Paribas SA | | 07/08/24 | | (21) | |
| | | | | | | | | | |
| Foreign currency forward contract (DKK) | | 8,068kr. | | $1,171 | | BNP Paribas SA | | 04/08/24 | | (2) | |
| Foreign currency forward contract (DKK) | | $1,191 | | 8,068kr. | | BNP Paribas SA | | 04/08/24 | | 22 | |
| Foreign currency forward contract (DKK) | | $1,183 | | 8,119kr. | | BNP Paribas SA | | 07/08/24 | | 2 | |
| | | | | | | | | | |
| Foreign currency forward contract (EUR) | | €219,164 | | $237,154 | | BNP Paribas SA | | 04/08/24 | | (411) | |
| Foreign currency forward contract (EUR) | | $240,755 | | €219,164 | | BNP Paribas SA | | 04/08/24 | | 4,011 | |
| Foreign currency forward contract (EUR) | | $244,045 | | €224,692 | | BNP Paribas SA | | 07/08/24 | | 416 | |
| | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £60,373 | | $76,229 | | BNP Paribas SA | | 04/08/24 | | 39 | |
| Foreign currency forward contract (GBP) | | $76,261 | | £60,373 | | BNP Paribas SA | | 04/08/24 | | (7) | |
| Foreign currency forward contract (GBP) | | $77,273 | | £61,171 | | BNP Paribas SA | | 07/08/24 | | (41) | |
| | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forward contract (NZD) | | NZ$9,270 | | $5,565 | | BNP Paribas SA | | 04/08/24 | | (20) | |
| Foreign currency forward contract (NZD) | | $5,806 | | NZ$9,270 | | BNP Paribas SA | | 04/08/24 | | 261 | |
| Foreign currency forward contract (NZD) | | $5,722 | | NZ$9,533 | | BNP Paribas SA | | 07/08/24 | | 20 | |
| | | | | | | | | | |
| Foreign currency forward contract (NOK) | | 43,870kr | | $4,071 | | BNP Paribas SA | | 04/08/24 | | (27) | |
| Foreign currency forward contract (NOK) | | $4,254 | | 43,870kr | | BNP Paribas SA | | 04/08/24 | | 209 | |
| Foreign currency forward contract (NOK) | | $4,095 | | 44,031kr | | BNP Paribas SA | | 07/08/24 | | 27 | |
| | | | | | | | | | |
| Foreign currency forward contract (SEK) | | 20,577kr | | $1,939 | | BNP Paribas SA | | 04/08/24 | | (14) | |
| Foreign currency forward contract (SEK) | | $2,024 | | 20,577kr | | BNP Paribas SA | | 04/08/24 | | 99 | |
| Foreign currency forward contract (SEK) | | $1,957 | | 20,688kr | | BNP Paribas SA | | 07/08/24 | | 14 | |
| | | | | | | | | | |
| Foreign currency forward contract (CHF) | | 6,218Fr. | | $6,863 | | BNP Paribas SA | | 04/08/24 | | 45 | |
| Foreign currency forward contract (CHF) | | $7,403 | | 6,218Fr. | | BNP Paribas SA | | 04/08/24 | | 495 | |
| Foreign currency forward contract (CHF) | | $7,023 | | 6,300Fr. | | BNP Paribas SA | | 07/08/24 | | (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:
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 Company | | Portfolio Company | Type 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 Value | Amount of Interest or Dividends Credited to Income(c) |
| Portfolio Company | Type 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 | | $ | — | | $ | — | | $ | (1) | | $ | 3,209 | | $ | 61 | |
| Revolver (LIBOR + 7.25%) | $ | 3,722 | | $ | 3 | | $ | (642) | | $ | — | | $ | (3) | | $ | 3,080 | | $ | 113 | |
| LLC units (63,139,338 units) | $ | 95,340 | | $ | — | | $ | — | | $ | — | | $ | 5,683 | | $ | 101,023 | | $ | 2,105 | |
| $ | 102,271 | | $ | 4 | | $ | (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 LLC | Thompson Rivers LLC | 6.3% Member Interest | $ | 12,041 | | $ | — | | $ | (3,614) | | $ | — | | $ | 314 | | $ | 8,741 | | $ | — | |
| $ | 12,041 | | $ | — | | $ | (3,614) | | $ | — | | $ | 314 | | $ | 8,741 | | $ | — | |
| | Waccamaw River LLC | Waccamaw River LLC | 20% Member Interest | $ | 20,212 | | $ | — | | | $ | — | | $ | (1,191) | | $ | 19,021 | | $ | 720 | |
| $ | 20,212 | | $ | — | | $ | — | | $ | — | | $ | (1,191) | | $ | 19,021 | | $ | 720 | |
| Waccamaw River LLC | |
| | | Total Affiliate Investments | Total 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%.
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, 2024 | Percent of Portfolio | Percent of Total Net Assets |
| Aerospace and Defense | $ | 139,991 | | 5.5 | % | 8.5 | % |
| Automotive | 28,706 | | 1.1 | | 1.8 | |
| Banking, Finance, Insurance and Real Estate | 409,426 | | 15.9 | | 25.0 | |
| Beverage, Food and Tobacco | 42,938 | | 1.7 | | 2.6 | |
| Capital Equipment | 73,195 | | 2.9 | | 4.5 | |
| Chemicals, Plastics, and Rubber | 31,714 | | 1.2 | | 1.9 | |
| Construction and Building | 23,142 | | 0.9 | | 1.4 | |
| Consumer Goods: Durable | 54,053 | | 2.1 | | 3.3 | |
| Consumer Goods: Non-durable | 42,797 | | 1.7 | | 2.6 | |
| Containers, Packaging and Glass | 49,024 | | 1.9 | | 3.0 | |
| | | |
| Energy: Electricity | 8,736 | | 0.3 | | 0.5 | |
| | | |
| Environmental Industries | 59,100 | | 2.3 | | 3.6 | |
| | | |
| Healthcare and Pharmaceuticals | 215,218 | | 8.4 | | 13.1 | |
| High Tech Industries | 382,172 | | 14.9 | | 23.3 | |
| Hotel, Gaming and Leisure | 23,686 | | 0.9 | | 1.4 | |
| Investment Funds and Vehicles | 29,249 | | 1.1 | | 1.8 | |
| Media: Advertising, Printing and Publishing | 27,677 | | 1.1 | | 1.7 | |
| Media: Broadcasting and Subscription | 5,696 | | 0.2 | | 0.3 | |
| Media: Diversified and Production | 58,495 | | 2.3 | | 3.6 | |
| | | |
| | | |
| Services: Business | 477,297 | | 18.6 | | 29.1 | |
| Services: Consumer | 130,554 | | 5.1 | | 8.0 | |
| Structured Products | 40,333 | | 1.6 | | 2.5 | |
| Telecommunications | 23,441 | | 0.9 | | 1.4 | |
| Transportation: Cargo | 129,098 | | 5.0 | | 7.9 | |
| Transportation: Consumer | 51,717 | | 2.0 | | 3.2 | |
| Utilities: Electric | 11,456 | | 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) | | Cost | | Percent of
Total
Portfolio | | Fair Value | | Percent 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 | | | 7 | | | 158,606 | | | 6 | | | 10 | |
| Structured products | | 26,435 | | | 1 | | | 25,527 | | | 1 | | | 2 | |
| Equity shares | | 271,205 | | | 10 | | | 314,083 | | | 12 | | | 19 | |
| Equity warrants | | 34 | | | — | | | 2,637 | | | — | | | — | |
| Investment in joint ventures | | 45,603 | | | 2 | | | 29,249 | | | 1 | | | 2 | |
| | | | | | | | | | |
| | $ | 2,575,830 | | | 100 | % | | $ | 2,568,911 | | | 100 | % | | 157 | % |
See accompanying notes.
Barings Private Credit Corporation
Consolidated Schedule of Investments
December 31, 20222023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Non–Control / Non–Affiliate Investments: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| 1WorldSync, Inc. | | IT Consulting & Other Services | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 8.8% Cash | | 05/21 | | 07/25 | | $ | 10,923 | | | $ | 10,864 | | | $ | 10,923 | | | 1.0 | % | | (5) (6) (7) (18) |
| | | | | | | | | | 10,923 | | | 10,864 | | | 10,923 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| A.T. Holdings II LTD | | Other Financial | | First Lien Senior Secured Term Loan | | 14.3% Cash | | 11/22 | | 09/29 | | 15,000 | | | 15,000 | | | 15,000 | | | 1.4 | % | | (3) (6) |
| | | | | | | | | | 15,000 | | | 15,000 | | | 15,000 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Accelerant Holdings | | Banking, Finance, Insurance & Real Estate | | Class A Convertible Preferred Equity (5,000 shares) | | N/A | | 01/22 | | N/A | | | | 5,000 | | | 5,403 | | | 0.5 | % | | (6) (30) |
| | Class B Convertible Preferred Equity (1,667 shares) | | N/A | | 12/22 | | N/A | | | | 1,667 | | | 1,667 | | | 0.2 | % | | (6) (30) |
| | | | | | | | | | | | 6,667 | | | 7,070 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Acclime Holdings HK Limited | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.50%, 11.0% Cash | | 08/21 | | 08/27 | | 2,335 | | | 2,270 | | | 2,275 | | | 0.2 | % | | (3) (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.50%, 9.6% Cash | | 08/21 | | 07/27 | | 5,165 | | | 5,049 | | | 5,032 | | | 0.5 | % | | (3) (5) (6) (7) (10) |
| | | | | | | | | | 7,500 | | | 7,319 | | | 7,307 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Accurus Aerospace Corporation | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.8% Cash | | 04/22 | | 03/28 | | 13,332 | | | 13,152 | | | 13,119 | | | 1.2 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 10.8% Cash | | 04/22 | | 03/28 | | 691 | | | 673 | | | 669 | | | 0.1 | % | | (6) (7) (9) |
| | Common Stock (262,573.98 shares) | | N/A | | 04/22 | | N/A | | | | 262 | | | 261 | | | — | % | | (6) (30) |
| | | | | | | | | | 14,023 | | | 14,087 | | | 14,049 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Acogroup | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 6.8% Cash | | 03/22 | | 10/26 | | 27,407 | | | 27,631 | | | 25,845 | | | 2.4 | % | | (3) (6) (7) (13) (31) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 6.8% Cash | | 05/21 | | 10/26 | | 1,281 | | | 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 Services | | First Lien Senior Secured Term Loan | | BBSY + 5.75%, 9.1% Cash | | 05/21 | | 03/25 | | 694 | | | 793 | | | 687 | | | 0.1 | % | | (3) (5) (6) (7) (16) |
| | | | | | | | | 694 | | | 793 | | | 687 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Air Comm Corporation, LLC | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.2% Cash | | 06/21 | | 07/27 | | 24,760 | | | 24,367 | | | 24,466 | | | 2.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 24,760 | | | 24,367 | | | 24,466 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| AIT Worldwide Logistics Holdings, Inc. | | Transportation Services | | Second Lien Senior Secured Term Loan | | LIBOR + 7.50%, 12.2% Cash | | 05/21 | | 04/29 | | 7,220 | | | 7,083 | | | 6,945 | | | 0.6 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 7,220 | | | 7,083 | | | 6,945 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Amalfi Midco | | Healthcare | | Subordinated Loan Notes | | LIBOR + 2.00%, 6.8% Cash, 9.0% PIK | | 09/22 | | 09/28 | | 4,784 | | | 4,451 | | | 4,303 | | | 0.4 | % | | (3) (6) (9) |
| | Class B Common Stock (93,165,208 shares) | | N/A | | 09/22 | | N/A | | | | 1,040 | | | 1,121 | | | 0.1 | % | | (3) (6) (30) |
| | Warrants (380,385units) | | N/A | | 09/22 | | N/A | | | | 4 | | | 426 | | | — | % | | (3) (6) (30) |
| | | | | | | | | | 4,784 | | | 5,495 | | | 5,850 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Amtech LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 9.6% Cash | | 11/21 | | 11/27 | | 2,700 | | | 2,625 | | | 2,645 | | | 0.2 | % | | (5) (6) (7) (8) |
| Revolver | | LIBOR + 5.50%, 9.6% Cash | | 11/21 | | 11/27 | | 91 | | | 84 | | | 85 | | | — | % | | (6) (7) (8) |
| | | | | | | | | 2,791 | | | 2,709 | | | 2,730 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Non–Control / Non–Affiliate Investments: | | | | | | | | | | | | | | | | |
| 1WorldSync, Inc. | | IT Consulting & Other Services | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 05/21 | | 07/25 | | $ | 10,785 | | | $ | 10,748 | | | $ | 10,785 | | | 0.8 | % | | (5) (6) (7) (8) (17) |
| | | | | | | | | | 10,785 | | | 10,748 | | | 10,785 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| A.T. Holdings II LTD | | Other Financial | | First Lien Senior Secured Term Loan | | 14.3% Cash | | 11/22 | | 09/29 | | 15,000 | | | 15,000 | | | 14,025 | | | 1.1 | % | | (3) (7) (28) |
| | | | | | | | | | 15,000 | | | 15,000 | | | 14,025 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Accelerant Holdings | | Banking, Finance, Insurance & Real Estate | | Class A Convertible Preferred Equity (5,000 shares) | | N/A | | 01/22 | | N/A | | | | 5,000 | | | 5,858 | | | 0.4 | % | | (7) (26) (28) |
| | Class B Convertible Preferred Equity (1,651 shares) | | N/A | | 12/22 | | N/A | | | | 1,667 | | | 1,950 | | | 0.1 | % | | (7) (26) (28) |
| | | | | | | | | | | | 6,667 | | | 7,808 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Acclime Holdings HK Limited | | Business Services | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 08/21 | | 08/27 | | 7,500 | | | 7,352 | | | 7,382 | | | 0.6 | % | | (3) (5) (7) (8) (17) |
| | | | | | | | | | 7,500 | | | 7,352 | | | 7,382 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Accurus Aerospace Corporation | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.8% Cash | | 04/22 | | 04/28 | | 13,189 | | | 13,038 | | | 12,793 | | | 1.0 | % | | (5) (7) (8) (16) |
| | Revolver | | SOFR + 5.25%, 10.8% Cash | | 04/22 | | 04/28 | | 1,003 | | | 988 | | | 961 | | | 0.1 | % | | (7) (8) (16) (28) (29) |
| | Common Stock (262,573.98 shares) | | N/A | | 04/22 | | N/A | | | | 263 | | | 307 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 14,192 | | | 14,289 | | | 14,061 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Acogroup | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 4.65%, 8.6% Cash, 2.3% PIK | | 05/21 | | 10/26 | | 1,326 | | | 1,447 | | | 1,178 | | | 0.1 | % | | (3) (5) (7) (8) (10) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 4.65%, 8.6% Cash, 2.3% PIK | | 03/22 | | 10/26 | | 28,867 | | | 28,266 | | | 25,663 | | | 2.0 | % | | (3) (7) (8) (10) (28) |
| | | | | | | | | | 30,193 | | | 29,713 | | | 26,841 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Adhefin International | | Industrial Other | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 05/23 | | 05/30 | | 1,831 | | | 1,760 | | | 1,778 | | | 0.1 | % | | (3) (7) (8) (10) (28) (29) |
| | Subordinated Term Loan | | EURIBOR + 10.5% PIK, 14.4% PIK | | 05/23 | | 11/30 | | 307 | | | 296 | | | 300 | | | — | % | | (3) (7) (8) (10) (28) |
| | | | | | | | | | 2,138 | | | 2,056 | | | 2,078 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Aesthetics Australia Group Pty Ltd (Laser Clinics Australia Group) | | Health Care Services | | First Lien Senior Secured Term Loan | | BBSY + 5.75%, 10.0% Cash | | 05/21 | | 03/25 | | 699 | | | 793 | | | 694 | | | 0.1 | % | | (3) (5) (7) (8) (14) |
| | | | | | | | | 699 | | | 793 | | | 694 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Air Comm Corporation, LLC | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.3% Cash | | 06/21 | | 07/27 | | 24,510 | | | 24,205 | | | 24,118 | | | 1.8 | % | | (5) (6) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.7% Cash | | 06/21 | | 07/27 | | 1,296 | | | 1,263 | | | 1,296 | | | 0.1 | % | | (7) (8) (16) (28) |
| | | | | | | | | | 25,806 | | | 25,468 | | | 25,414 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| AirX Climate Solutions, Inc. | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.7% Cash | | 11/23 | | 11/29 | | 9,197 | | | 8,849 | | | 8,842 | | | 0.7 | % | | (5) (7) (8) (16) (29) |
| | Revolver | | SOFR + 6.25%, 11.7% Cash | | 11/23 | | 11/29 | | — | | | (50) | | | (51) | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 9,197 | | | 8,799 | | | 8,791 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| AIT Worldwide Logistics Holdings, Inc. | | Transportation Services | | Second Lien Senior Secured Term Loan | | SOFR + 7.50%, 13.0% Cash | | 05/21 | | 04/29 | | 7,220 | | | 7,100 | | | 7,155 | | | 0.5 | % | | (5) (7) (8) (15) |
| | | | | | | | | | 7,220 | | | 7,100 | | | 7,155 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| AlliA Insurance Brokers NV | | Insurance | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.2% Cash | | 03/23 | | 03/30 | | 3,548 | | | 3,320 | | | 3,443 | | | 0.3 | % | | (3) (5) (7) (8) (10) (29) |
| | | | | | | | | | 3,548 | | | 3,320 | | | 3,443 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | Portfolio Company | Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes | Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Amalfi Midco | | Amalfi Midco | | Healthcare | | Subordinated Loan Notes | | 2.0% Cash, 9.0% PIK | | 09/22 | | 09/28 | | $ | 5,539 | | | $ | 4,902 | | | $ | 4,824 | | | 0.4 | % | | (3) (7) (28) |
| | | Class B Common Stock (93,165,208 shares) | | N/A | | 09/22 | | N/A | | | | 1,040 | | | 1,188 | | | 0.1 | % | | (3) (7) (26) (28) |
| | | Warrants (380,385 units) | | N/A | | 09/22 | | N/A | | | | 4 | | | 529 | | | — | % | | (3) (7) (26) (28) |
| | Americo Chemical Products, LLC | |
| | | | Americo Chemical Products, LLC | | Americo Chemical Products, LLC | | Chemicals | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 04/23 | | 04/29 | | 2,763 | | | 2,700 | | | 2,741 | | | 0.2 | % | | (7) (8) (15) (28) |
| Americo Chemical Products, LLC | | | Revolver | | SOFR + 5.50%, 10.9% Cash | | 04/23 | | 04/29 | | — | | | (31) | | | (11) | | | — | % | | (7) (8) (15) (28) (29) |
| | | Common Stock (262,093 shares) | | N/A | | 04/23 | | N/A | | | | 262 | | | 265 | | | — | % | | (7) (26) |
| | Amtech LLC | |
| | | Amtech LLC | | Amtech LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 11.4% Cash | | 11/21 | | 11/27 | | 3,577 | | | 3,529 | | | 3,557 | | | 0.3 | % | | (5) (7) (8) (16) |
| | Revolver | | SOFR + 5.50%, 11.4% Cash | | 11/21 | | 11/27 | | 164 | | | 158 | | | 161 | | | — | % | | (7) (8) (16) (28) (29) |
| | AnalytiChem Holding GmbH | |
| | | | AnalytiChem Holding GmbH | | Chemicals | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 9.1% Cash | | 11/21 | | 12/28 | | $ | 1,355 | | | $ | 1,424 | | | $ | 1,326 | | | 0.1 | % | | (3) (5) (6) (7) (15) | AnalytiChem Holding GmbH | | Chemicals | | First Lien Senior Secured Term Loan | | BBSY + 6.25%, 10.4% Cash | | 11/21 | | 10/28 | | 1,363 | | | 1,424 | | 1,424 | | | 1,340 | | 1,340 | | | 0.1 | | 0.1 | % | | (3) (5) (7) (8) (13) |
| First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 7.7% Cash | | 11/21 | | 11/28 | | 4,973 | | | 5,021 | | | 4,869 | | | 0.4 | % | | (3) (5) (6) (7) (12) | | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.2% Cash | | 11/21 | | 10/28 | | 6,913 | | | 6,866 | | 6,866 | | | 6,797 | | 6,797 | | | 0.5 | | 0.5 | % | | (3) (5) (7) (8) (10) |
| First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 7.7% Cash | | 11/21 | | 12/28 | | 1,706 | | | 1,825 | | | 1,670 | | | 0.2 | % | | (3) (5) (6) (7) (12) | | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.2% Cash | | 04/22 | | 10/28 | | 7,490 | | | 7,264 | | 7,264 | | | 7,365 | | 7,365 | | | 0.6 | | 0.6 | % | | (3) (5) (7) (8) (10) |
| First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 7.7% Cash | | 04/22 | | 10/28 | | 7,237 | | | 7,238 | | | 7,085 | | | 0.7 | % | | (3) (5) (6) (7) (12) | | | First Lien Senior Secured Term Loan | | EURIBOR + 7.00%, 11.0% Cash | | 01/23 | | 10/28 | | 2,299 | | | 2,149 | | 2,149 | | | 2,276 | | 2,276 | | | 0.2 | | 0.2 | % | | (3) (5) (7) (8) (10) |
| AnalytiChem Holding GmbH | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.8% Cash | | 11/21 | | 12/28 | | 951 | | | 951 | | | 931 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.8% Cash | | 06/22 | | 10/28 | | 1,283 | | | 1,283 | | | 1,257 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| Revolver | | EURIBOR + 6.00%, 7.7% Cash | | 04/22 | | 10/23 | | — | | | (6) | | | (10) | | | — | % | | (3) (6) (7) (12) |
| 17,505 | | | 17,736 | | | 17,128 | | |
| AnalytiChem Holding GmbH | | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.9% Cash | | 11/21 | | 10/28 | | 951 | | | 951 | | | 935 | | | 0.1 | % | | (3) (5) (7) (8) (16) |
| | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.9% Cash | | 06/22 | | 10/28 | | 1,283 | | | 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 Software | | First Lien Senior Secured Term Loan | | LIBOR + 7.25%, 11.6% Cash | | 05/21 | | 02/25 | | 1,417 | | | 1,414 | | | 1,165 | | | 0.1 | % | | (5) (6) (7) (8) | Anju Software, Inc. | | Application Software | | Super Senior Secured Term Loan | | 10.0% PIK | | 10/23 | | 06/25 | | 93 | | | 87 | | 87 | | | 86 | | 86 | | | — | | — | % | | (5) (7) (8) (29) |
| 1,417 | | | 1,414 | | | 1,165 | | | | | First Lien Senior Secured Term Loan | | 8.0% PIK | | 05/21 | | 06/25 | | 1,410 | | | 1,408 | | 1,408 | | | 995 | | 995 | | | 0.1 | | 0.1 | % | | (5) (7) (8) (27) |
| Anju Software, Inc. | |
| | | APC1 Holding | |
| | APC1 Holding | APC1 Holding | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.2% Cash | | 07/22 | | 07/29 | | 2,101 | | | 1,952 | | | 2,044 | | | 0.2 | % | | (3) (5) (6) (7) (12) | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 9.4% Cash | | 07/22 | | 07/29 | | 2,541 | | | 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 Limited | Apex Bidco Limited | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | SONIA + 6.25% 9.7% Cash | | 05/21 | | 01/27 | | 407 | | | 470 | | | 407 | | | — | % | | (3) (5) (6) (7) (21) |
| | Apex Bidco Limited | |
| | Apex Bidco Limited | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 11.1% Cash | | 05/21 | | 01/27 | | 431 | | | 471 | | | 431 | | | — | % | | (3) (5) (7) (8) (18) |
| Apex Bidco Limited | | | | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 11.7% Cash | | 10/23 | | 01/27 | | 881 | | | 818 | | | 854 | | | 0.1 | % | | (3) (5) (7) (8) (18) |
| Apex Bidco Limited | | Business Equipment & Services | | 407 | | | 470 | | | 407 | | |
| | APOG Bidco Pty Ltd | APOG Bidco Pty Ltd | | Healthcare | | Second Lien Senior Secured Term Loan | | BBSY + 7.25%, 10.3% Cash | | 04/22 | | 03/30 | | 1,099 | | | 1,191 | | | 1,083 | | | 0.1 | % | | (3) (5) (6) (7) (14) |
| | APOG Bidco Pty Ltd | APOG Bidco Pty Ltd | | Healthcare | | 1,099 | | | 1,191 | | | 1,083 | | |
| | APOG Bidco Pty Ltd | | | Healthcare | | Second Lien Senior Secured Term Loan | | BBSY + 7.25%, 11.6% Cash | | 04/22 | | 03/30 | | 1,106 | | | 1,193 | | | 1,090 | | | 0.1 | % | | (3) (5) (7) (8) (12) |
| | Aptus 1829. GmbH | |
| | | | Aptus 1829. GmbH | Aptus 1829. GmbH | | Chemicals, Plastics, & Rubber | | First Lien Senior Secured Term Loan | | EURIBOR + 7.00%, 8.9% Cash | | 09/21 | | 09/27 | | 5,168 | | | 5,556 | | | 5,168 | | | 0.5 | % | | (3) (5) (6) (7) (11) | Aptus 1829. GmbH | | Chemicals, Plastics, and Rubber | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash, 1.5% PIK | | 09/21 | | 09/27 | | 2,415 | | | 2,517 | | 2,517 | | | 2,015 | | 2,015 | | | 0.2 | | 0.2 | % | | (3) (5) (7) (8) (11) |
| Preferred Stock (14 shares) | | N/A | | 09/21 | | N/A | | 122 | | | 119 | | | — | % | | (3)(6) (30) | Aptus 1829. GmbH | | | Preferred Stock (14 shares) | | N/A | | 09/21 | | N/A | | | | 122 | | | 4 | | 4 | | | — | | — | % | | (3) (7) (26) (28) |
| Common Stock (49 shares) | | N/A | | 09/21 | | N/A | | 12 | | | 7 | | | — | % | | (3)(6) (30) | | | Common Stock (49 shares) | | N/A | | 09/21 | | N/A | | | | 12 | | | — | | — | | | — | | — | % | | (3) (7) (26) (28) |
| 5,168 | | | 5,690 | | | 5,294 | | |
| | Apus Bidco Limited | Apus Bidco Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 7.2% Cash | | 05/21 | | 03/28 | | 1,144 | | | 1,310 | | | 1,104 | | | 0.1 | % | | (3) (5) (6) (7) (22) |
| | Apus Bidco Limited | Apus Bidco Limited | | Banking, Finance, Insurance & Real Estate | | 1,144 | | | 1,310 | | | 1,104 | | |
| | AQA Acquisition Holding Inc | | High Tech Industries | | Second Lien Senior Secured Term Loan | | LIBOR + 7.50%, 12.2% Cash | | 05/21 | | 03/29 | | 7,460 | | | 7,286 | | | 7,140 | | | 0.7 | % | | (5) (6) (7) (9) |
| 7,460 | | | 7,286 | | | 7,140 | | |
| Apus Bidco Limited | | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 10.7% Cash | | 05/21 | | 03/28 | | 1,212 | | | 1,315 | | | 1,195 | | | 0.1 | % | | (3) (5) (7) (8) (18) |
| | | Aquavista Watersides 2 LTD | | Transportation Services | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 8.9% Cash | | 12/21 | | 12/24 | | 117 | | | 81 | | | 92 | | | — | % | | (3) (5) (6) (7) (22) |
| First Lien Senior Secured Term Loan | | SONIA + 6.00%, 8.9% Cash | | 12/21 | | 12/28 | | 2,488 | | | 2,692 | | | 2,440 | | | 0.2 | % | | (3) (5) (6) (7) (22) |
| Second Lien Senior Secured Term Loan | | SONIA + 10.5% PIK | | 12/21 | | 12/28 | | 697 | | | 750 | | | 684 | | | 0.1 | % | | (3) (6) (7) (22) |
| 3,302 | | | 3,523 | | | 3,216 | | |
| | Arc Education | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.0% Cash | | 07/22 | | 07/29 | | 6,147 | | | 5,587 | | | 5,938 | | | 0.5 | % | | (3) (5) (6) (7) (12) |
| 6,147 | | | 5,587 | | | 5,938 | | |
| | Archimede | | Consumer Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 7.5% Cash | | 05/21 | | 10/27 | | 14,408 | | | 14,234 | | | 14,104 | | | 1.3 | % | | (3) (5) (6) (7) (12) |
| 14,408 | | | 14,234 | | | 14,104 | | |
|
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | Portfolio Company | Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes | Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| AQA Acquisition Holding Inc | | AQA Acquisition Holding Inc | | High Tech Industries | | Second Lien Senior Secured Term Loan | | SOFR + 7.50%, 13.0% Cash | | 05/21 | | 03/29 | | $ | 7,460 | | | $ | 7,309 | | | $ | 7,437 | | | 0.6 | % | | (5) (7) (8) (16) |
| | Aquavista Watersides 2 LTD | |
| | | Aquavista Watersides 2 LTD | | Aquavista Watersides 2 LTD | | Transportation Services | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 11.2% Cash | | 12/21 | | 12/28 | | 2,980 | | | 3,009 | | | 2,707 | | | 0.2 | % | | (3) (5) (7) (8) (19) (29) |
| | | Second Lien Senior Secured Term Loan | | SONIA + 10.5% PIK, 15.7% PIK | | 12/21 | | 12/28 | | 855 | | | 866 | | | 791 | | | 0.1 | % | | (3) (7) (8) (19) (28) |
| | Arc Education | |
| | Arc Education | |
| | Arc Education | | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.7% Cash | | 07/22 | | 07/29 | | 2,627 | | | 2,395 | | | 2,561 | | | 0.2 | % | | (3) (5) (7) (8) (10) (29) |
| | Archimede | |
| | Archimede | |
| | Archimede | | | Consumer Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 05/21 | | 10/27 | | 14,913 | | | 14,816 | | | 14,425 | | | 1.1 | % | | (3) (5) (7) (8) (10) |
| | Argus Bidco Limited | |
| | | | Argus Bidco Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.0% Cash | | 07/22 | | 07/29 | | $ | 616 | | | $ | 566 | | | $ | 600 | | | 0.1 | % | | (3) (5) (6) (7) (12) | Argus Bidco Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 10.7% Cash | | 07/22 | | 07/29 | | 281 | | | 269 | | 269 | | | 267 | | 267 | | | — | | — | % | | (3) (5) (7) (8) (10) |
| First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.0% Cash | | 08/22 | | 07/29 | | 1,903 | | | 1,823 | | | 1,856 | | | 0.2 | % | | (3) (5) (6) (7) (12) | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 10.7% Cash | | 08/22 | | 07/29 | | 2,002 | | | 1,854 | | 1,854 | | | 1,897 | | 1,897 | | | 0.1 | | 0.1 | % | | (3) (5) (7) (8) (10) |
| First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.0% Cash | | 09/22 | | 07/29 | | 654 | | | 615 | | | 638 | | | 0.1 | % | | (3) (5) (6) (7) (12) | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 10.7% Cash | | 09/22 | | 07/29 | | 687 | | | 626 | | 626 | | | 652 | | 652 | | | — | | — | % | | (3) (5) (7) (8) (10) |
| First Lien Senior Secured Term Loan | | SOFR+ 5.75%, 10.3% Cash | | 07/22 | | 07/29 | | 259 | | | 252 | | | 253 | | | — | % | | (3) (5) (6) (7) (18) | | First Lien Senior Secured Term Loan | | SOFR + 4.00%, 9.3% Cash, 3.3% PIK | | 07/22 | | 07/29 | | 263 | | | 257 | | 257 | | | 250 | | 250 | | | — | | — | % | | (3) (5) (7) (8) (16) |
| First Lien Senior Secured Term Loan | | SONIA + 5.75%, 9.2% Cash | | 07/22 | | 07/29 | | 3,197 | | | 3,028 | | | 3,072 | | | 0.3 | % | | (3) (5) (6) (7) (21) | | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 11.4% Cash | | 07/22 | | 07/29 | | — | | | (22) | | (22) | | | (56) | | (56) | | | — | | — | % | | (3) (5) (7) (8) (18) (29) |
| Subordinated Term Loan | | 10.5% PIK | | 07/22 | | 07/29 | | 999 | | | 958 | | | 973 | | | 0.1 | % | | (3) (6) | | Second Lien Senior Secured Term Loan | | 10.5% PIK | | 07/22 | | 07/29 | | 1,565 | | | 1,451 | | 1,451 | | | 1,468 | | 1,468 | | | 0.1 | | 0.1 | % | | (3) (5) (7) (28) |
| Argus Bidco Limited | | Preferred Stock (83,120 shares) | | 10.0% PIK | | 07/22 | | N/A | | 103 | | | 100 | | | — | % | | (3) (6) |
| Equity Loan Notes (83,120 units) | | 10.0% PIK | | 07/22 | | N/A | | 103 | | | 100 | | | — | % | | (3) (6) |
| Common Stock (929 shares) | | N/A | | 07/22 | | N/A | | 1 | | | — | | | — | % | | (3) (6) (30) |
| 7,628 | | | 7,449 | | | 7,592 | | |
| Argus Bidco Limited | | Preferred Stock (83,120 shares) | | 10.0% PIK | | First Lien Senior Secured Term Loan | | 10.0% PIK | | 07/22 | | N/A | | | | 114 | | | 85 | | | — | % | | (3) (7) (28) |
| | Equity Loan Notes (83,120 units) | | 10.0% PIK | | 07/22 | | N/A | | | | 114 | | | 85 | | | — | % | | (3) (7) (28) |
| | Common Stock (929 shares) | | N/A | | 07/22 | | N/A | | | | 1 | | | — | | | — | % | | (3) (7) (26) (28) |
| | | | Armstrong Transport Group (Pele Buyer, LLC) | |
| | Armstrong Transport Group (Pele Buyer, LLC) | | Air Freight & Logistics | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 9.7% Cash | | 10/22 | | 06/24 | | 5,960 | | | 5,842 | | | 5,826 | | | 0.5 | % | | (5) (6) (7) (19) | | Air Freight & Logistics | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 05/21 | | 06/24 | | 3,927 | | | 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 Loan | | LIBOR + 5.75%, 10.2% Cash | | 05/21 | | 06/24 | | 4,040 | | | 3,996 | | | 3,949 | | | 0.4 | % | | (5) (6) (7) (9) | | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 10/22 | | 06/24 | | 5,776 | | | 5,738 | | 5,738 | | | 5,562 | | 5,562 | | | 0.4 | | 0.4 | % | | (6) (7) (8) (16) |
| 10,000 | | | 9,838 | | | 9,775 | | |
| | ASC Communications, LLC | ASC Communications, LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.3% Cash | | 07/22 | | 07/27 | | 12,631 | | | 12,434 | | | 12,434 | | | 1.1 | % | | (5) (6) (7) (17) |
| | | | ASC Communications, LLC | | ASC Communications, LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash | | 07/22 | | 07/27 | | 4,422 | | | 4,368 | | | 4,386 | | | 0.3 | % | | (5) (7) (8) (15) |
| ASC Communications, LLC | | | Revolver | | SOFR + 4.75%, 10.1% Cash | | 07/22 | | 07/27 | | — | | | (7) | | | (5) | | | — | % | | (7) (8) (15) (28) (29) |
| ASC Communications, LLC | | Media & Entertainment | | Class A Units (15,285.8 units) | | N/A | | 07/22 | | N/A | | 320 | | | 369 | | | — | % | | (6) (30) | | | Class A Units (15,285.8 units) | | N/A | | 07/22 | | N/A | | | | 321 | | | 418 | | 418 | | | — | | — | % | | (7) |
| 12,631 | | | 12,754 | | | 12,803 | | |
| | ASPEQ Heating Group LLC | | Building Products, Air & Heating | | First Lien Senior Secured Term Loan | | LIBOR + 4.25%, 9.0% Cash | | 05/21 | | 11/25 | | 1,602 | | | 1,593 | | | 1,602 | | | 0.1 | % | | (5) (6) (7) (9) |
| 1,602 | | | 1,593 | | | 1,602 | | |
| Astra Bidco Limited | |
| | Astra Bidco Limited | |
| | Astra Bidco Limited | Astra Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 5.00%, 9.4% Cash | | 11/21 | | 11/28 | | 2,382 | | | 2,553 | | | 2,289 | | | 0.2 | % | | (3) (5) (6) (7) (21) | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 10.4% Cash | | 11/21 | | 11/28 | | 2,917 | | | 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. | | Transportation | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.4% Cash | | 11/22 | | 11/28 | | 12,500 | | | 12,194 | | | 12,188 | | | 1.1 | % | | (5) (6) (7) (19) | ATL II MRO Holdings Inc. | | Transportation | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 11/22 | | 11/28 | | 8,405 | | | 8,223 | | 8,223 | | | 8,405 | | 8,405 | | | 0.6 | | 0.6 | % | | (5) (7) (8) (16) |
| Revolver | | SOFR + 6.00%, 10.4% Cash | | 11/22 | | 11/28 | | — | | | (61) | | | (63) | | | — | % | | (6) (7) (19) | | | Revolver | | SOFR + 5.50%, 10.9% Cash | | 11/22 | | 11/28 | | — | | | (52) | | (52) | | | — | | — | | | — | | — | % | | (7) (8) (16) (28) (29) |
| 12,500 | | | 12,133 | | | 12,125 | | |
| | Audio Precision, Inc. | Audio Precision, Inc. | | High Tech Industries | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.2% Cash | | 05/21 | | 10/24 | | 2,678 | | | 3,008 | | | 2,665 | | | 0.2 | % | | (5) (6) (7) (12) |
| | | | Audio Precision, Inc. | | Audio Precision, Inc. | | High Tech Industries | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 8.9% Cash | | 05/21 | | 10/24 | | 2,737 | | | 2,979 | | | 2,655 | | | 0.2 | % | | (5) (7) (8) (10) |
| Audio Precision, Inc. | | High Tech Industries | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.7% Cash | | 05/21 | | 10/24 | | 4,944 | | | 4,909 | | | 4,919 | | | 0.5 | % | | (5) (6) (7) (9) | | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.5% Cash | | 05/21 | | 10/24 | | 4,880 | | | 4,864 | | 4,864 | | | 4,733 | | 4,733 | | | 0.4 | | 0.4 | % | | (6) (7) (8) (16) |
| 7,622 | | | 7,917 | | | 7,584 | | |
| | Auxi International | Auxi International | | Commercial Finance | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 8.1% Cash | | 05/21 | | 12/26 | | 320 | | | 358 | | | 280 | | | — | % | | (3) (5) (6) (7) (13) |
| | Auxi International | Auxi International | | Commercial Finance | | 320 | | | 358 | | | 280 | | |
| | Avalign Holdings, Inc. | | Health Care Supplies | | First Lien Senior Secured Term Loan | | SOFR + 4.50%, 9.1% Cash | | 05/21 | | 12/25 | | 1,795 | | | 1,792 | | | 1,695 | | | 0.2 | % | | (5) (6) (7) (17) |
| 1,795 | | | 1,792 | | | 1,695 | | |
| Auxi International | | | Commercial Finance | | First Lien Senior Secured Term Loan | | EURIBOR + 7.25%, 11.3% Cash | | 05/21 | | 12/26 | | 331 | | | 359 | | | 306 | | | — | % | | (3) (5) (7) (8) (11) |
| | | Avance Clinical Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 4.50%, 7.7% Cash | | 11/21 | | 11/27 | | 2,792 | | | 2,820 | | | 2,680 | | | 0.2 | % | | (3) (5) (6) (7) (16) |
| 2,792 | | | 2,820 | | | 2,680 | | |
| | AWP Group Holdings, Inc. | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 05/21 | | 12/27 | | 1,472 | | | 1,456 | | | 1,443 | | | 0.1 | % | | (5) (6) (7) (9) |
| 1,472 | | | 1,456 | | | 1,443 | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | Portfolio Company | Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes | Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Azalea Buyer, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 10.0% Cash | | 11/21 | | 11/27 | | $ | 4,560 | | | $ | 4,467 | | | $ | 4,489 | | | 0.4 | % | | (5) (6) (7) (9) |
| Revolver | | LIBOR + 5.25%, 10.0% Cash | | 11/21 | | 11/27 | | — | | | (8) | | | (6) | | | — | % | | (6) (7) (9) |
| Subordinated Term Loan | | 12.0% PIK | | 11/21 | | 05/28 | | 1,431 | | | 1,409 | | | 1,403 | | | 0.1 | % | | (6) |
| Common Stock (192,307.7 shares) | | N/A | | 11/21 | | N/A | | 192 | | | 183 | | | — | % | | (6) (30) |
| Avalign Holdings, Inc. | | Health Care Supplies | | First Lien Senior Secured Term Loan | | SOFR + 4.50%, 10.0% Cash | | 05/21 | | 12/25 | | $ | 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 Ltd | | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 5.00%, 9.4% Cash | | 11/21 | | 11/27 | | 2,810 | | | 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 Services | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 05/21 | | 12/29 | | 1,930 | | | 1,901 | | | 1,924 | | | 0.1 | % | | (6) (7) (8) (16) (28) (29) |
| | Azalea Buyer, Inc. | Azalea Buyer, Inc. | | Technology | | 5,991 | | | 6,060 | | | 6,069 | | |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 6.7% Cash | | 11/21 | | 11/28 | | 2,775 | | | 2,856 | | | 2,711 | | | 0.2 | % | | (3) (5) (6) (7) (13) |
| 2,775 | | | 2,856 | | | 2,711 | | |
| | | Azalea Buyer, Inc. | | Azalea Buyer, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.7% Cash | | 11/21 | | 11/27 | | 4,842 | | | 4,767 | | | 4,809 | | | 0.4 | % | | (5) (7) (8) (16) (29) |
| | | Revolver | | SOFR + 5.25%, 10.7% Cash | | 11/21 | | 11/27 | | — | | | (6) | | | (3) | | | — | % | | (7) (8) (16) (28) (29) |
| | | Subordinated Term Loan | | 12.0% PIK | | 11/21 | | 05/28 | | 1,564 | | | 1,545 | | | 1,529 | | | 0.1 | % | | (7) (28) |
| | | Common Stock (192,307.7 shares) | | N/A | | 11/21 | | N/A | | | | 192 | | | 288 | | | — | % | | (7) (26) |
| | Bariacum S.A. | |
| | Bariacum S.A. | |
| | Bariacum S.A. | | | Consumer Products | | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 8.6% Cash | | 11/21 | | 11/28 | | 3,866 | | | 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 Industries | | First Lien Senior Secured Term Loan | | STIBOR + 5.25%, 7.9% Cash | | 05/21 | | 07/26 | | 341 | | | 423 | | | 341 | | | — | % | | (3) (5) (6) (7) (23) | | High Tech Industries | | First Lien Senior Secured Term Loan | | STIBOR + 5.25%, 9.3% Cash | | 05/21 | | 07/26 | | 353 | | | 423 | | 423 | | | 353 | | 353 | | | — | | — | % | | (3) (5) (7) (8) (20) |
| 341 | | | 423 | | | 341 | | |
| | Bestop, Inc. | Bestop, Inc. | | Auto Parts & Equipment | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.0% Cash | | 05/21 | | 01/25 | | 3,575 | | | 3,570 | | | 3,203 | | | 0.3 | % | | (5) (6) (7) (18) |
| | Bestop, Inc. | Bestop, Inc. | | Auto Parts & Equipment | | | 3,575 | | | 3,570 | | | 3,203 | | |
| | Bestop, Inc. | | | Auto Parts & Equipment | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 05/21 | | 01/25 | | 3,370 | | | 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 Financial | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 8.9% Cash | | 10/21 | | 10/27 | | 2,551 | | | 2,499 | | | 2,493 | | | 0.2 | % | | (5) (6) (7) (8) | | Other Financial | | First Lien Senior Secured Term Loan | | SOFR + 4.50%, 10.0% Cash | | 10/21 | | 10/27 | | 2,944 | | | 2,923 | | 2,923 | | | 2,944 | | 2,944 | | | 0.2 | | 0.2 | % | | (5) (7) (8) (16) (29) |
| 2,551 | | | 2,499 | | | 2,493 | | |
| | Bidwax | Bidwax | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 8.6% Cash | | 05/21 | | 02/28 | | 4,909 | | | 5,322 | | | 4,767 | | | 0.4 | % | | (3) (5) (6) (7) (13) |
| | Bidwax | Bidwax | | Non-durable Consumer Goods | | 4,909 | | | 5,322 | | | 4,767 | | |
| | Bidwax | | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.5% Cash | | 05/21 | | 02/28 | | 5,081 | | | 5,341 | | | 5,042 | | | 0.4 | % | | (3) (5) (7) (8) (11) (28) |
| | BigHand UK Bidco Limited | |
| | | | BigHand UK Bidco Limited | | BigHand UK Bidco Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 05/21 | | 01/28 | | 175 | | | 172 | | | 164 | | | — | % | | (3) (5) (7) (8) (17) |
| BigHand UK Bidco Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 9.8% Cash | | 05/21 | | 01/28 | | 322 | | | 317 | | | 316 | | | — | % | | (3) (5) (6) (7) (18) | BigHand UK Bidco Limited | | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 05/21 | | 01/28 | | 147 | | | 147 | | 147 | | | 137 | | 137 | | | — | | — | % | | (3) (7) (8) (16) (28) |
| First Lien Senior Secured Term Loan | | SONIA + 5.50%, 9.0% Cash | | 05/21 | | 01/28 | | 376 | | | 430 | | | 369 | | | — | % | | (3) (5) (6) (7) (21) | | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 11.1% Cash | | 05/21 | | 01/28 | | 398 | | | 430 | | 430 | | | 373 | | 373 | | | — | | — | % | | (3) (5) (7) (8) (18) |
| 698 | | | 747 | | | 685 | | |
| | Biolam Group | Biolam Group | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 8.2% Cash | | 12/22 | | 11/29 | | 3,157 | | | 2,956 | | | 2,939 | | | 0.3 | % | | (3) (5) (6) (7) (12) |
| | Biolam Group | |
| | Biolam Group | | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 4.25%, 5.5% Cash, 2.8% PIK | | 12/22 | | 12/29 | | 3,442 | | | 3,343 | | | 3,120 | | | 0.2 | % | | (3) (5) (7) (8) (10) (29) |
| Biolam Group | | Consumer Non-cyclical | | 3,157 | | | 2,956 | | | 2,939 | | |
| | Bounteous, Inc. | Bounteous, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 10.0% Cash | | 08/21 | | 08/27 | | 3,734 | | | 3,631 | | | 3,458 | | | 0.3 | % | | (5) (6) (7) (9) |
| | | | Bounteous, Inc. | Bounteous, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 9.6% Cash | | 08/21 | | 08/27 | | 4,647 | | | 4,573 | | | 4,345 | | | 0.4 | % | | (5) (6) (7) (8) | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.7% Cash | | 08/21 | | 08/27 | | 8,302 | | | 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 Corp | | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.4% Cash | | 03/23 | | 07/29 | | 15,820 | | | 14,954 | | | 14,871 | | | 1.1 | % | | (7) (8) (16) (28) |
| | Bridger Aerospace Group Holdings, LLC | |
| | | | Bridger Aerospace Group Holdings, LLC | Bridger Aerospace Group Holdings, LLC | | Environmental Industries | | Municipal Revenue Bond | | 11.5% Cash | | 07/22 | | 09/27 | | 32,980 | | | 32,980 | | | 34,314 | | | 3.2 | % | | Bridger Aerospace Group Holdings, LLC | | Environmental Industries | | Municipal Revenue Bond | | 11.5% Cash | | 07/22 | | 09/27 | | 32,980 | | | 32,980 | | 32,980 | | | 34,922 | | 34,922 | | | 2.7 | | 2.7 | % | | (28) |
| | Preferred Stock- Series C (17,725 shares) | | 7.0% PIK | | 07/22 | | N/A | | 17,533 | | | 17,861 | | | 1.6 | % | | (6) | | | Preferred Stock- Series A (17,725 shares) | | 7.0% PIK | | 07/22 | | N/A | | | | 18,857 | | | 18,192 | | 18,192 | | | 1.4 | | 1.4 | % | | (7) (28) |
| | 32,980 | | | 50,513 | | | 52,175 | | |
| | Brightline Trains Florida LLC | Brightline Trains Florida LLC | | Transportation | | Senior Secured Note | | 8.0% Cash | | 08/21 | | 01/28 | | 8,000 | | | 8,000 | | | 6,960 | | | 0.6 | % | | (6) |
| | Brightline Trains Florida LLC | Brightline Trains Florida LLC | | Transportation | | 8,000 | | | 8,000 | | | 6,960 | | |
| | Brightpay Limited | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 6.5% Cash | | 10/21 | | 10/28 | | 3,078 | | | 3,205 | | | 3,009 | | | 0.3 | % | | (3) (5) (6) (7) (12) |
| 3,078 | | | 3,205 | | | 3,009 | | |
| Brightline Trains Florida LLC | | | Transportation | | Senior Secured Note | | 8.0% Cash | | 08/21 | | 01/28 | | 8,000 | | | 8,000 | | | 7,600 | | | 0.6 | % | | (7) (28) |
| | | BrightSign LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 10/21 | | 10/27 | | 10,580 | | | 10,492 | | | 10,482 | | | 1.0 | % | | (5) (6) (7) (9) |
| Revolver | | LIBOR + 5.75%, 10.5% Cash | | 10/21 | | 10/27 | | — | | | (9) | | | (10) | | | — | % | | (6) (7) (9) |
| LLC Units (923,857.7 units) | | N/A | | 10/21 | | N/A | | 924 | | | 961 | | | 0.1 | % | | (6) (30) |
| 10,580 | | | 11,407 | | | 11,433 | | |
| | British Engineering Services Holdco Limited | | Commercial Services & Supplies | | First Lien Senior Secured Term Loan | | SONIA + 7.00%, 9.3% Cash | | 05/21 | | 12/27 | | 7,059 | | | 7,574 | | | 6,881 | | | 0.6 | % | | (3) (5) (6) (7) (21) |
| 7,059 | | | 7,574 | | | 6,881 | | |
|
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | Portfolio Company | Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes | Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Brightpay Limited | | Brightpay Limited | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 9.0% Cash | | 10/21 | | 10/28 | | $ | 3,186 | | | $ | 3,214 | | | $ | 3,140 | | | 0.2 | % | | (3) (5) (7) (8) (10) (29) |
| | BrightSign LLC | |
| | | | BrightSign LLC | | BrightSign LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 10/21 | | 10/27 | | 10,473 | | | 10,402 | | | 10,107 | | | 0.8 | % | | (6) (7) (8) (16) |
| BrightSign LLC | | | Revolver | | SOFR + 5.75%, 11.2% Cash | | 10/21 | | 10/27 | | 739 | | | 732 | | | 700 | | | 0.1 | % | | (7) (8) (16) (28) (29) |
| | | LLC Units (923,857.7 units) | | N/A | | 10/21 | | N/A | | | | 924 | | | 776 | | | 0.1 | % | | (7) (26) |
| | British Engineering Services Holdco Limited | |
| | British Engineering Services Holdco Limited | |
| | British Engineering Services Holdco Limited | | | Commercial Services & Supplies | | First Lien Senior Secured Term Loan | | SONIA + 7.00%, 11.9% Cash | | 05/21 | | 12/27 | | 7,605 | | | 7,728 | | | 7,492 | | | 0.6 | % | | (3) (5) (7) (8) (19) (29) |
| | Bucharest Bidco Limited | |
| | | Bucharest Bidco Limited | Bucharest Bidco Limited | | Hotel, Gaming & Leisure | | First Lien Senior Secured GBP Term Loan | | SONIA + 7.00%, 10.2% Cash | | 05/21 | | 07/26 | | $ | 791 | | | $ | 816 | | | $ | 695 | | | 0.1 | % | | (3) (6) (22) | Bucharest Bidco Limited | | Hotel, Gaming and Leisure | | First Lien Senior Secured Term Loan | | SONIA + 7.28%, 12.5% Cash | | 05/21 | | 07/26 | | 838 | | | 848 | | 848 | | | 750 | | 750 | | | 0.1 | | 0.1 | % | | (3) (7) (19) (28) |
| First Lien Senior Secured USD Term Loan | | LIBOR + 7.00%, 12.1% Cash | | 05/21 | | 07/26 | | 175 | | | 156 | | | 154 | | | — | % | | (3) (6) (10) | | | First Lien Senior Secured Term Loan | | SOFR + 7.00%, 12.3% Cash | | 05/21 | | 07/26 | | 175 | | | 163 | | 163 | | | 156 | | 156 | | | — | | — | % | | (3) (7) (17) (28) |
| 966 | | | 972 | | | 849 | | |
| | Burgess Point Purchaser Corporation | |
| | | | Burgess Point Purchaser Corporation | Burgess Point Purchaser Corporation | | Auto Parts & Equipment | | Second Lien Senior Secured Term Loan | | SOFR + 9.00%, 13.3% Cash | | 07/22 | | 07/30 | | 4,545 | | | 4,371 | | | 4,390 | | | 0.4 | % | | (5) (6) (7) (17) | Burgess Point Purchaser Corporation | | Auto Parts & Equipment | | Second Lien Senior Secured Term Loan | | SOFR + 9.00%, 14.4% Cash | | 07/22 | | 07/30 | | 4,545 | | | 4,387 | | 4,387 | | | 4,368 | | 4,368 | | | 0.3 | | 0.3 | % | | (5) (7) (8) (15) |
| LP Units (455 units) | | N/A | | 07/22 | | N/A | | 455 | | | 446 | | | — | % | | (6) (30) | | | LP Units (455 units) | | N/A | | 07/22 | | N/A | | | | 455 | | | 462 | | 462 | | | — | | — | % | | (7) (26) (28) |
| 4,545 | | | 4,826 | | | 4,836 | | |
| | BVI Medical, Inc. | BVI Medical, Inc. | | Healthcare | | Second Lien Senior Secured Term Loan | | EURIBOR + 9.50%, 11.6% Cash | | 06/22 | | 06/26 | | 5,885 | | | 5,589 | | | 5,644 | | | 0.5 | % | | (5) (6) (7) (12) |
| | BVI Medical, Inc. | BVI Medical, Inc. | | Healthcare | | 5,885 | | | 5,589 | | | 5,644 | | |
| | BVI Medical, Inc. | | | Healthcare | | Second Lien Senior Secured Term Loan | | EURIBOR + 9.50%, 13.4% Cash | | 06/22 | | 06/26 | | 6,091 | | | 5,643 | | | 5,671 | | | 0.4 | % | | (5) (7) (8) (10) |
| | CAi Software, LLC | |
| | | | CAi Software, LLC | CAi Software, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 10.2% Cash | | 07/22 | | 12/28 | | 1,377 | | | 1,351 | | | 1,341 | | | 0.1 | % | | (5) (6) (7) (9) | CAi Software, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.9% Cash | | 12/21 | | 12/28 | | 8,899 | | | 8,764 | | 8,764 | | | 8,320 | | 8,320 | | | 0.6 | | 0.6 | % | | (6) (7) (8) (16) |
| First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.0% Cash | | 12/21 | | 12/28 | | 8,989 | | | 8,831 | | | 8,755 | | | 0.8 | % | | (5) (6) (7) (9) | CAi Software, LLC | | | First Lien Senior Secured Term Loan | | SOFR +6.25%, 11.9% Cash | | 07/22 | | 12/28 | | 1,363 | | | 1,343 | | 1,343 | | | 1,275 | | 1,275 | | | 0.1 | | 0.1 | % | | (6) (7) (8) (16) |
| Revolver | | LIBOR + 6.25%, 11.0% Cash | | 12/21 | | 12/28 | | — | | | (16) | | | (24) | | | — | % | | (6) (7) (9) | | | Revolver | | SOFR + 6.25%, 11.9% Cash | | 12/21 | | 12/28 | | — | | | (13) | | (13) | | | (61) | | (61) | | | — | | — | % | | (7) (8) (16) (28) (29) |
| 10,366 | | | 10,166 | | | 10,072 | | |
| | Canadian Orthodontic Partners Corp. | Canadian Orthodontic Partners Corp. | | Healthcare | | First Lien Senior Secured Term Loan | | CDOR + 7.00%, 11.9% Cash | | 06/21 | | 03/26 | | 4,109 | | | 4,562 | | | 3,876 | | | 0.4 | % | | (3) (5) (6) (7) (25) |
| | Class A Equity (500,000 units) | | N/A | | 05/22 | | N/A | | 389 | | | 292 | | | — | % | | (3) (6) (30) |
| | Canadian Orthodontic Partners Corp. | Canadian Orthodontic Partners Corp. | | Healthcare | | Class C - Warrants (74,712.64 units) | | N/A | | 05/22 | | N/A | | — | | | — | | | — | % | | (3) (6) (30) | Canadian Orthodontic Partners Corp. | | Healthcare | | First Lien Senior Secured Term Loan | | 3.5% Cash, CDOR + 3.5% PIK, 9.0% PIK | | 06/21 | | 03/26 | | 4,562 | | | 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/A | | 05/22 | | N/A | | | | 389 | | | — | | | — | % | | (3) (7) (26) (28) |
| | | Class C - Warrants (257,127.45 units) | | N/A | | 05/22 | | N/A | | | | — | | | — | | | — | % | | (3) (7) (26) (28) |
| | Class X Equity (45,604 units) | | | | Class X Equity (45,604 units) | | N/A | | 05/22 | | N/A | | | | 35 | | | — | | | — | % | | (3) (7) (26) (28) |
| | | | | | | | | | 4,562 | |
| | Caribou Holding Company, LLC | |
| | | | Caribou Holding Company, LLC | Caribou Holding Company, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 7.64%, 12.5% Cash | | 04/22 | | 04/27 | | 3,907 | | | 3,855 | | | 3,862 | | | 0.4 | % | | (3) (5) (6) (7) (18) | Caribou Holding Company, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 7.64%, 14.0% Cash | | 04/22 | | 04/27 | | 3,907 | | | 3,865 | | 3,865 | | | 3,836 | | 3,836 | | | 0.3 | | 0.3 | % | | (3) (5) (7) (8) (16) |
| LLC Units (616,844 units) | | N/A | | 04/22 | | N/A | | 617 | | | 567 | | | 0.1 | % | | (3) (6) (30) | | | LLC Units (616,844 units) | | N/A | | 04/22 | | N/A | | | | 617 | | | 888 | | 888 | | | 0.1 | | 0.1 | % | | (3) (7) (26) (28) |
| 3,907 | | | 4,472 | | | 4,429 | | |
| | Carlson Travel, Inc | | Business Travel Management | | Common Stock (125,349 shares) | | N/A | | 06/22 | | N/A | | 2,538 | | | 765 | | | 0.1 | % | | (5) (30) |
| 2,538 | | | 765 | | |
| Cascade Residential Services LLC | |
| | | Cascade Residential Services LLC | | Cascade Residential Services LLC | | Electric | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 10/23 | | 10/29 | | 5,497 | | | 5,177 | | | 5,166 | | | 0.4 | % | | (5) (7) (8) (16) (29) |
| | | Revolver | | SOFR + 5.00%, 10.4% Cash | | 10/23 | | 10/29 | | — | | | (31) | | | (32) | | | — | % | | (7) (8) (16) (28) (29) |
| | | Centralis Finco S.a.r.l. | Centralis Finco S.a.r.l. | | Diversified Financial Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 7.1% Cash | | 05/21 | | 04/27 | | 252 | | | 223 | | | 238 | | | — | % | | (3) (5) (6) (7) (12) |
| | | | Centralis Finco S.a.r.l. | Centralis Finco S.a.r.l. | | Diversified Financial Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 7.6% Cash | | 05/21 | | 04/27 | | 189 | | | 200 | | | 183 | | | — | % | | (3) (5) (6) (7) (12) | | Diversified Financial Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 9.2% Cash | | 05/21 | | 04/27 | | 765 | | | 712 | | 712 | | | 752 | | 752 | | | 0.1 | | 0.1 | % | | (3) (5) (7) (8) (10) (28) |
| 441 | | | 423 | | | 421 | | |
| | Ceres Pharma NV | Ceres Pharma NV | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 7.1% Cash | | 10/21 | | 10/28 | | 4,520 | | | 4,616 | | | 4,294 | | | 0.4 | % | | (3) (5) (6) (7) (13) |
| | Ceres Pharma NV | Ceres Pharma NV | | Pharmaceuticals | | 4,520 | | | 4,616 | | | 4,294 | | |
| | CGI Parent, LLC | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 8.8% Cash | | 02/22 | | 02/28 | | 17,662 | | | 17,354 | | | 17,133 | | | 1.6 | % | | (5) (6) (7) (8) |
| First Lien Senior Secured Term Loan | | SOFR + 4.75%, 9.3% Cash | | 12/22 | | 02/28 | | 2,134 | | | 2,069 | | | 2,069 | | | 0.2 | % | | (5) (6) (7) (18) |
| Revolver | | LIBOR + 4.50% 8.8% Cash | | 02/22 | | 02/28 | | — | | | (29) | | | (50) | | | — | % | | (6) (7) (8) |
| Preferred Stock (551 shares) | | N/A | | 02/22 | | N/A | | 551 | | | 1,027 | | | 0.1 | % | | (6) (7) (30) |
| 19,796 | | | 19,945 | | | 20,179 | | |
| Ceres Pharma NV | | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 10.1% Cash | | 10/21 | | 10/28 | | 4,679 | | | 4,634 | | | 4,524 | | | 0.3 | % | | (3) (5) (7) (8) (11) |
| | | Chambers Global Holdings Limited | | Data Processing & Outsourced Services | | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 8.9% Cash | | 05/21 | | 01/26 | | 1,150 | | | 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 Centers | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.1% Cash | | 05/21 | | 01/26 | | 18,529 | | | 18,180 | | | 18,245 | | | 1.7 | % | | (5) (6) (7) (8) |
| First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.1% Cash | | 05/21 | | 04/26 | | 1,065 | | | 1,047 | | | 1,050 | | | 0.1 | % | | (5) (6) (7) (8) |
| 19,594 | | | 19,227 | | | 19,295 | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | Portfolio Company | Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes | Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| CGI Parent, LLC | | CGI Parent, LLC | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.3% Cash | | 02/22 | | 02/28 | | $ | 21,133 | | | $ | 20,701 | | | $ | 20,711 | | | 1.6 | % | | (5) (7) (8) (16) |
| | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.3% Cash | | 12/22 | | 02/28 | | 2,112 | | | 2,059 | | | 2,070 | | | 0.2 | % | | (5) (7) (8) (16) |
| | | Revolver | | SOFR + 5.75%, 11.3% Cash | | 02/22 | | 02/28 | | — | | | (24) | | | (33) | | | — | % | | (7) (8) (16) (28) (29) |
| | | Preferred Stock (657 shares) | | N/A | | 02/22 | | N/A | | | | 722 | | | 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 Centers | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.3% Cash | | 05/21 | | 01/26 | | 14,684 | | | 14,339 | | | 14,573 | | | 1.1 | % | | (5) (6) (7) (8) (16) (29) |
| Classic Collision (Summit Buyer, LLC) | | | First Lien Senior Secured Term Loan | | SOFR +5.75%, 11.3% Cash | | 05/21 | | 04/26 | | 1,204 | | | 1,192 | | | 1,198 | | | 0.1 | % | | (5) (7) (8) (16) |
| | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.3% Cash | | 05/21 | | 07/24 | | 5,138 | | | 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 Marketing | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.0% Cash | | 05/21 | | 05/25 | | $ | 10,813 | | | $ | 10,786 | | | $ | 10,326 | | | 0.9 | % | | (5) (6) (7) (18) | | Internet & Direct Marketing | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.2% Cash | | 05/21 | | 05/25 | | 10,701 | | | 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, LLC | | Other Financial | | Subordinated Term Loan | | 8.0% Cash | | 11/21 | | 11/31 | | 8,310 | | | 7,754 | | | 7,764 | | | 0.7 | % | | (6) |
| Subordinated Term Loan | | 10.0% PIK | | 11/21 | | 11/31 | | 3,230 | | | 3,027 | | | 3,018 | | | 0.3 | % | | (6) |
| LLC Units (1,018,869 units) | | N/A | | 11/21 | | N/A | | 4,547 | | | 5,364 | | | 0.5 | % | | (6) (30) |
| 11,540 | | | 15,328 | | | 16,146 | | |
| Cobham Slip Rings SAS | |
| | Cobham Slip Rings SAS | |
| | Cobham Slip Rings SAS | Cobham Slip Rings SAS | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.0% Cash | | 11/21 | | 11/28 | | 3,091 | | | 3,027 | | | 3,011 | | | 0.3 | % | | (3) (5) (6) (7) (9) | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 11/21 | | 11/28 | | 3,091 | | | 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) | | Software | | First Lien Senior Secured Term Loan | | SOFR + 7.75%, 12.1% Cash | | 05/21 | | 04/27 | | 11,760 | | | 11,571 | | | 11,537 | | | 1.0 | % | | (5) (6) (7) (17) |
| | Command Alkon (Project Potter Buyer, LLC) | Command Alkon (Project Potter Buyer, LLC) | | Software | | 11,760 | | | 11,571 | | | 11,537 | | |
| | Command Alkon (Project Potter Buyer, LLC) | | | Software | | First Lien Senior Secured Term Loan | | SOFR + 6.75%, 12.1% Cash | | 05/21 | | 04/27 | | 11,639 | | | 11,490 | | | 11,535 | | | 0.9 | % | | (6) (7) (8) (15) |
| | Compass Precision, LLC | |
| | | | Compass Precision, LLC | Compass Precision, LLC | | Aerospace & Defense | | Senior Subordinated Term Loan | | 11.0% Cash, 1.0% PIK | | 04/22 | | 04/28 | | 378 | | | 371 | | | 369 | | | — | % | | (5) (6) | Compass Precision, LLC | | Aerospace & Defense | | Senior Subordinated Term Loan | | 11.0% Cash, 1.0% PIK | | 04/22 | | 04/28 | | 642 | | | 632 | | 632 | | | 622 | | 622 | | | — | | — | % | | (5) (7) (28) |
| LLC Units (46,085.6 units) | | N/A | | 04/22 | | N/A | | 125 | | | 159 | | | — | % | | (6) (30) | | | LLC Units (46,085.6 units) | | N/A | | 04/22 | | N/A | | | | 125 | | | 142 | | 142 | | | — | | — | % | | (7) (26) |
| 378 | | | 496 | | | 528 | | |
| | Comply365, LLC | Comply365, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.6% Cash | | 04/22 | | 04/28 | | 7,133 | | | 7,004 | | | 7,024 | | | 0.6 | % | | (5) (6) (7) (19) |
| | | | Comply365, LLC | | Comply365, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 04/22 | | 04/28 | | 6,928 | | | 6,823 | | | 6,789 | | | 0.5 | % | | (5) (7) (8) (16) |
| Comply365, LLC | | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 04/22 | | 12/29 | | 17,497 | | | 17,148 | | | 17,147 | | | 1.3 | % | | (5) (7) (8) (16) |
| Comply365, LLC | | Technology | | Revolver | | SOFR + 5.75%, 10.6% Cash | | 04/22 | | 04/28 | | 86 | | | 76 | | | 77 | | | — | % | | (6) (7) (19) | | | Revolver | | SOFR + 5.00%, 10.4% Cash | | 04/22 | | 12/29 | | — | | | (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 & Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 7.6% Cash | | 10/22 | | 10/29 | | 10,329 | | | 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 & Services | | 10,329 | | | 9,402 | | | 10,071 | | |
| Contabo Finco
S.À.R.L. | | | Internet Software & Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 9.2% Cash | | 10/22 | | 10/29 | | 10,691 | | | 9,434 | | | 10,605 | | | 0.8 | % | | (3) (5) (7) (8) (10) |
| | Core Scientific, Inc. | |
| | | | Core Scientific, Inc. | Core Scientific, Inc. | | Technology | | First Lien Senior Secured Term Loan | | 13.0% Cash | | 03/22 | | 03/25 | | 16,798 | | | 16,784 | | | 6,299 | | | 0.6 | % | | (6) (32) | Core Scientific, Inc. | | Technology | | Equipment Term Loan | | 9.8% Cash | | 03/22 | | 03/25 | | 17,358 | | | 16,784 | | 16,784 | | | 13,018 | | 13,018 | | | 1.0 | | 1.0 | % | | (3) (7) (27) (28) |
| Common Stock (51,846 shares) | | N/A | | 09/22 | | N/A | | 168 | | | 4 | | | — | % | | (30) | | | Common Stock (51,846 shares) | | N/A | | 09/22 | | N/A | | | | 168 | | | 75 | | 75 | | | — | | — | % | | (3) (26) (28) |
| 16,798 | | | 16,952 | | | 6,303 | | |
| | Cosmelux International | Cosmelux International | | Commodity Chemicals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 7.8% Cash | | 05/21 | | 07/24 | | 967 | | | 1,086 | | | 967 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| | Cosmelux International | Cosmelux International | | Commodity Chemicals | | 967 | | | 1,086 | | | 967 | | |
| | Cosmelux International | | | Commodity Chemicals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 8.7% Cash | | 05/21 | | 07/25 | | 895 | | | 975 | | | 895 | | | 0.1 | % | | (3) (5) (7) (8) (10) |
| | Coyo Uprising GmbH | |
| | | | Coyo Uprising GmbH | Coyo Uprising GmbH | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 3.25%, 3.3% Cash, 3.5% PIK | | 09/21 | | 09/28 | | 9,845 | | | 10,490 | | | 9,544 | | | 0.9 | % | | (3) (5) (6) (7) (13) | Coyo Uprising GmbH | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 3.25%, 6.3% Cash, 3.4% PIK | | 09/21 | | 09/28 | | 10,888 | | | 11,214 | | 11,214 | | | 10,542 | | 10,542 | | | 0.8 | | 0.8 | % | | (3) (5) (7) (8) (10) (29) |
| Class A Units (531 units) | | N/A | | 09/21 | | N/A | | 248 | | | 237 | | | — | % | | (3) (6) (30) | Coyo Uprising GmbH | | | Class A Units (531 units) | | N/A | | 09/21 | | N/A | | | | 248 | | | 255 | | 255 | | | — | | — | % | | (3) (7) (26) (28) |
| Class B Units (231 units) | | N/A | | 09/21 | | N/A | | 538 | | | 601 | | | 0.1 | % | | (3) (6) (30) | | | Class B Units (231 units) | | N/A | | 09/21 | | N/A | | | | 538 | | | 611 | | 611 | | | — | | — | % | | (3) (7) (26) (28) |
| 9,845 | | | 11,276 | | | 10,382 | | |
| | CVL 3 | | Capital Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 7.6% Cash | | 12/21 | | 12/28 | | 4,056 | | | 4,195 | | | 3,983 | | | 0.4 | % | | (3) (5) (6) (7) (12) |
| First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.2% Cash | | 12/21 | | 12/28 | | 2,480 | | | 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, LLC | CW Group Holdings, LLC | | High Tech Industries | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.4% Cash | | 05/21 | | 01/27 | | 4,087 | | | 4,018 | | | 4,054 | | | 0.4 | % | | (5) (6) (7) (8) | | High Tech Industries | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.4% Cash | | 05/21 | | 01/27 | | 4,045 | | | 3,992 | | 3,992 | | | 4,043 | | 4,043 | | | 0.3 | | 0.3 | % | | (5) (7) (8) (16) |
| 4,087 | | | 4,018 | | | 4,054 | | |
| | DataServ Integrations, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.3% Cash | | 11/22 | | 11/28 | | 1,918 | | | 1,866 | | | 1,864 | | | 0.2 | % | | (5) (6) (7) (18) |
| Partnership Units (93,153.8 units) | | N/A | | 11/22 | | N/A | | 96 | | | 96 | | | — | % | | (6) (30) |
| 1,918 | | | 1,962 | | | 1,960 | | |
|
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | Portfolio Company | Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes | Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| DataServ Integrations, LLC | | DataServ Integrations, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 11/22 | | 11/28 | | $ | 1,899 | | | $ | 1,854 | | | $ | 1,866 | | | 0.1 | % | | (5) (7) (8) (16) (28) (29) |
| | | Partnership Units (96,153.8 units) | | N/A | | 11/22 | | N/A | | | | 96 | | | 96 | | | — | % | | (7) (26) (28) |
| | DecksDirect, LLC | |
| | | | DecksDirect, LLC | DecksDirect, LLC | | Building Materials | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.4% Cash | | 12/21 | | 12/26 | | $ | 700 | | | $ | 688 | | | $ | 690 | | | 0.1 | % | | (5) (6) (7) (8) | DecksDirect, LLC | | Building Materials | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.7% Cash | | 12/21 | | 12/26 | | 1,675 | | | 1,643 | | 1,643 | | | 1,638 | | 1,638 | | | 0.1 | | 0.1 | % | | (5) (7) (8) (15) |
| Revolver | | LIBOR + 6.00%, 10.4% Cash | | 12/21 | | 12/26 | | — | | | (3) | | | (3) | | | — | % | | (6) (7) (8) | DecksDirect, LLC | | | Revolver | | SOFR + 6.25%, 11.7% Cash | | 12/21 | | 12/26 | | — | | | (6) | | (6) | | | (9) | | (9) | | | — | | — | % | | (7) (8) (15) (28) (29) |
| Common Stock (1,280.8 shares) | | N/A | | 12/21 | | N/A | | 54 | | | 48 | | | — | % | | (6) (30) | | | Common Stock (1,280.8 shares) | | N/A | | 12/21 | | N/A | | | | 55 | | | 41 | | 41 | | | — | | — | % | | (7) (26) (28) |
| 700 | | | 739 | | | 735 | | |
| | Direct Travel, Inc. | Direct Travel, Inc. | | Lodging & Casinos | | First Lien Senior Secured Term Loan | | SOFR + 8.50%, 13.0% Cash | | 05/21 | | 10/23 | | 5,944 | | | 5,422 | | | 5,923 | | | 0.5 | % | | (6) (7) (18) |
| | | | Direct Travel, Inc. | Direct Travel, Inc. | | Lodging & Casinos | | Super Senior Secured Term Loan | | SOFR + 6.00%, 10.7% Cash | | 05/21 | | 10/23 | | 366 | | | 366 | | | 366 | | | — | % | | (6) (7) (18) | Direct Travel, Inc. | | Lodging & Casinos | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 12.0% Cash, 2.0% PIK | | 05/21 | | 10/25 | | 6,053 | | | 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 Loan | | SOFR + 6.00%, 11.5% Cash | | 05/21 | | 10/25 | | 513 | | | 513 | | 513 | | | 513 | | 513 | | | — | | — | % | | (7) (8) (16) (28) (29) |
| | | DISA Holdings Corp. | |
| | | | DISA Holdings Corp. | DISA Holdings Corp. | | Other Industrial | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 9.8% Cash | | 11/22 | | 09/28 | | 5,704 | | | 5,496 | | | 5,491 | | | 0.5 | % | | (5) (6) (7) (17) | DISA Holdings Corp. | | Other Industrial | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 11/22 | | 09/28 | | 5,944 | | | 5,768 | | 5,768 | | | 5,944 | | 5,944 | | | 0.5 | | 0.5 | % | | (5) (6) (7) (8) (15) (29) |
| Revolver | | SOFR + 5.50%, 9.8% Cash | | 11/22 | | 09/28 | | 13 | | | — | | | — | | | — | % | | (6) (7) (17) | | | Revolver | | SOFR + 5.50%, 10.8% Cash | | 11/22 | | 09/28 | | 90 | | | 79 | | 79 | | | 90 | | 90 | | | — | | — | % | | (7) (8) (15) (28) (29) |
| 5,717 | | | 5,496 | | | 5,491 | | |
| | Dragon Bidco | Dragon Bidco | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 8.1% Cash | | 05/21 | | 04/28 | | 534 | | | 591 | | | 524 | | | — | % | | (3) (5) (6) (7) (12) |
| | | | Dragon Bidco | Dragon Bidco | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 8.9% Cash | | 05/21 | | 04/28 | | 747 | | | 744 | | | 733 | | | 0.1 | % | | (3) (5) (6) (7) (13) | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 10.9% Cash | | 05/21 | | 04/28 | | 1,326 | | | 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 Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.2% Cash | | 05/21 | | 03/27 | | 853 | | | 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 Services | | 853 | | | 944 | | | 845 | | |
| | DreamStart Bidco SAS (d/b/a SmartTrade) | | | Diversified Financial Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 9.2% Cash | | 05/21 | | 03/27 | | 883 | | | 949 | | | 883 | | | 0.1 | % | | (3) (5) (7) (8) (10) (28) |
| | Dune Group | |
| | | | Dune Group | Dune Group | | Health Care Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.0% Cash | | 09/21 | | 09/28 | | 299 | | | 274 | | | 269 | | | — | % | | (3) (5) (6) (7) (12) | Dune Group | | Health Care Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 10.0% Cash | | 09/21 | | 09/28 | | 310 | | | 290 | | 290 | | | 279 | | 279 | | | — | | — | % | | (3) (5) (7) (8) (10) (29) |
| First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 09/21 | | 09/28 | | 4,825 | | | 4,753 | | | 4,743 | | | 0.4 | % | | (3) (5) (6) (7) (9) | | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash | | 09/21 | | 09/28 | | 5,335 | | | 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. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 10.7% Cash | | 06/22 | | 06/28 | | 1,000 | | | 986 | | | 988 | | | 0.1 | % | | (3) (5) (6) (7) (18) |
| | Dunlipharder B.V. | Dunlipharder B.V. | | Technology | | 1,000 | | | 986 | | | 988 | | |
| | Dunlipharder B.V. | | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.10%, 11.5% Cash | | 06/22 | | 06/28 | | 1,000 | | | 988 | | | 993 | | | 0.1 | % | | (3) (5) (7) (8) (16) |
| | Dwyer Instruments, Inc. | |
| | Dwyer Instruments, Inc. | |
| | Dwyer Instruments, Inc. | Dwyer Instruments, Inc. | | Electric | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.7% Cash | | 07/21 | | 07/27 | | 25,440 | | | 24,922 | | | 24,941 | | | 2.3 | % | | (5) (6) (7) (9) | | Electric | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 07/21 | | 07/27 | | 21,867 | | | 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 Transportation | | Second Lien Senior Secured Term Loan | | LIBOR + 7.00%, 11.7% Cash | | 11/21 | | 11/29 | | 16,433 | | | 16,175 | | | 15,792 | | | 1.5 | % | | (5) (6) (7) (9) |
| | | | Echo Global Logistics, Inc. | Echo Global Logistics, Inc. | | Air Transportation | | Partnership Equity (448.2 units) | | N/A | | 11/21 | | N/A | | 448 | | | 787 | | | 0.1 | % | | (6) (30) | Echo Global Logistics, Inc. | | Air Transportation | | Second Lien Senior Secured Term Loan | | SOFR + 7.00%, 12.5% Cash | | 11/21 | | 11/29 | | 16,433 | | | 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/A | | 11/21 | | N/A | | | | 448 | | | 414 | | 414 | | | — | | — | % | | (7) (26) (28) |
| | | EFC International | |
| | | EFC International | | EFC International | | Automotive | | Senior Unsecured Term Loan | | 11.0% Cash, 2.5% PIK | | 03/23 | | 05/28 | | 673 | | | 654 | | | 658 | | | 0.1 | % | | (7) (28) |
| | | Common Stock (141.2 shares) | | N/A | | 03/23 | | N/A | | | | 199 | | | 260 | | | — | % | | (7) (26) |
| | Ellkay, LLC | |
| | Ellkay, LLC | |
| | Ellkay, LLC | Ellkay, LLC | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.0% Cash | | 09/21 | | 09/27 | | 5,771 | | | 5,676 | | | 5,705 | | | 0.5 | % | | (5) (6) (7) (9) | | Healthcare and Pharmaceuticals | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.5% Cash | | 09/21 | | 09/27 | | 5,713 | | | 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 LLC | EMI Porta Holdco LLC | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 12/21 | | 12/27 | | 19,323 | | | 18,860 | | | 18,532 | | | 1.7 | % | | (5) (6) (7) (9) |
| | | | EMI Porta Holdco LLC | | EMI Porta Holdco LLC | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.5% Cash | | 12/21 | | 12/27 | | 19,145 | | | 18,875 | | | 17,020 | | | 1.3 | % | | (5) (6) (7) (8) (16) |
| EMI Porta Holdco LLC | | Diversified Manufacturing | | Revolver | | LIBOR + 5.75%, 10.5% Cash | | 12/21 | | 12/27 | | 1,281 | | | 1,239 | | | 1,208 | | | 0.1 | % | | (6) (7) (9) | | | Revolver | | SOFR + 5.75%, 11.5% Cash | | 12/21 | | 12/27 | | 2,197 | | | 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 Industries | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 11.7% Cash | | 05/21 | | 12/25 | | 1,808 | | | 1,796 | | | 1,803 | | | 0.2 | % | | (5) (6) (7) (9) |
| 1,808 | | | 1,796 | | | 1,803 | | |
| | EPS NASS Parent, Inc. | | Electrical Components & Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 05/21 | | 04/28 | | 2,177 | | | 2,141 | | | 2,157 | | | 0.2 | % | | (5) (6) (7) (9) |
| 2,177 | | | 2,141 | | | 2,157 | | |
| | ERES Group | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 6.3% Cash | | 05/21 | | 07/26 | | 267 | | | 302 | | | 267 | | | — | % | | (3) (5) (6) (7) (11) |
| 267 | | | 302 | | | 267 | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | Portfolio Company | Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes | Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Entact Environmental Services, Inc. | | Entact Environmental Services, Inc. | | Environmental Industries | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 05/21 | | 12/25 | | $ | 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 & Equipment | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 05/21 | | 04/28 | | 2,150 | | | 2,121 | | | 2,051 | | | 0.2 | % | | (6) (7) (8) (16) (28) |
| | ERES Group | |
| | ERES Group | |
| | ERES Group | | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 9.0% Cash | | 05/21 | | 07/26 | | 221 | | | 242 | | | 221 | | | — | % | | (3) (5) (7) (8) (10) |
| | eShipping, LLC | |
| | | eShipping, LLC | eShipping, LLC | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 9.4% Cash | | 11/21 | | 11/27 | | $ | 4,677 | | | $ | 4,578 | | | $ | 4,641 | | | 0.4 | % | | (5) (6) (7) (8) | eShipping, LLC | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.5% Cash | | 11/21 | | 11/27 | | 4,429 | | | 4,369 | | 4,369 | | | 4,429 | | 4,429 | | | 0.3 | | 0.3 | % | | (5) (6) (7) (8) (15) |
| Revolver | | LIBOR + 5.00%, 9.4% Cash | | 11/21 | | 11/27 | | — | | | (12) | | | (4) | | | — | % | | (6) (7) (8) | | | Revolver | | SOFR + 5.00%, 10.5% Cash | | 11/21 | | 11/27 | | — | | | (10) | | (10) | | | — | | — | | | — | | — | % | | (7) (8) (15) (28) (29) |
| 4,677 | | | 4,566 | | | 4,637 | | |
| | Eurofins Digital Testing International LUX Holding SARL | Eurofins Digital Testing International LUX Holding SARL | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 8.9% Cash | | 12/22 | | 12/29 | | 1,480 | | | 1,338 | | | 1,352 | | | 0.1 | % | | (3) (5) (6) (7) (12) |
| | | | First Lien Senior Secured Term Loan | | SOFR + 6.75%, 11.5% Cash | | 12/22 | | 12/29 | | 766 | | | 745 | | | 745 | | | 0.1 | % | | (3) (5) (6) (7) (18) | Eurofins Digital Testing International LUX Holding SARL | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 4.50%, 8.5% Cash, 2.8% PIK | | 12/22 | | 12/29 | | 1,582 | | | 1,414 | | 1,414 | | | 1,047 | | 1,047 | | | 0.1 | | 0.1 | % | | (3) (5) (7) (8) (10) (29) |
| Eurofins Digital Testing International LUX Holding SARL | Eurofins Digital Testing International LUX Holding SARL | | Technology | | First Lien Senior Secured Term Loan | | SONIA + 6.75%, 10.0% Cash | | 12/22 | | 12/29 | | 2,171 | | | 2,158 | | | 2,112 | | | 0.2 | % | | (3) (5) (6) (7) (21) | Eurofins Digital Testing International LUX Holding SARL | | | First Lien Senior Secured Term Loan | | SOFR + 4.50%, 9.8% Cash, 2.8% PIK | | 12/22 | | 12/29 | | 799 | | | 780 | | 780 | | | 700 | | 700 | | | 0.1 | | 0.1 | % | | (3) (5) (7) (8) (16) |
| Second Lien Senior Secured Term Loan | | 11.5% PIK | | 12/22 | | 12/30 | | 528 | | | 507 | | | 513 | | | — | % | | (3) (6) | | | Senior Subordinated Term Loan | | 11.5% PIK | | 12/22 | | 12/29 | | 632 | | | 592 | | 592 | | | 543 | | 543 | | | — | | — | % | | (3) (7) (28) |
| 4,945 | | | 4,748 | | | 4,722 | | |
| | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 9.3% Cash | | 03/22 | | 03/28 | | 1,737 | | | 1,853 | | | 1,573 | | | 0.1 | % | | (3) (5) (6) (7) (15) |
| | Events Software BidCo Pty Ltd | Events Software BidCo Pty Ltd | | Technology | | 1,737 | | | 1,853 | | | 1,573 | | |
| | Events Software BidCo Pty Ltd | | Events Software BidCo Pty Ltd | | Technology | | First Lien Senior Secured Term Loan | | BBSY + 6.50%, 10.8% Cash | | 03/22 | | 03/28 | | 1,748 | | | 1,864 | | | 1,535 | | | 0.1 | % | | (3) (5) (7) (8) (14) (29) |
| | | First Lien Senior Secured Term Loan | | BBSY + 6.50%, 10.8% Cash | | 03/22 | | 09/24 | | 22 | | | 21 | | | 20 | | | — | % | | (3) (5) (7) (8) (14) |
| | Express Wash Acquisition Company, LLC | |
| | | | Express Wash Acquisition Company, LLC | Express Wash Acquisition Company, LLC | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 10.3% Cash | | 07/22 | | 07/28 | | 7,182 | | | 7,048 | | | 7,061 | | | 0.6 | % | | (5) (6) (7) (17) | Express Wash Acquisition Company, LLC | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 12.2% Cash | | 07/22 | | 07/28 | | 6,361 | | | 6,260 | | 6,260 | | | 6,285 | | 6,285 | | | 0.5 | | 0.5 | % | | (5) (7) (8) (16) |
| Revolver | | SOFR + 6.50%, 10.3% Cash | | 07/22 | | 07/28 | | 140 | | | 135 | | | 136 | | | — | % | | (6) (7) (17) | | | Revolver | | SOFR + 6.50%, 12.2% Cash | | 07/22 | | 07/28 | | 140 | | | 136 | | 136 | | | 137 | | 137 | | | — | | — | % | | (7) (8) (16) (28) (29) |
| 7,322 | | | 7,183 | | | 7,197 | | |
| | F24 (Stairway BidCo Gmbh) | F24 (Stairway BidCo Gmbh) | | Software Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 8.1% Cash | | 05/21 | | 08/27 | | 386 | | | 432 | | | 384 | | | — | % | | (3) (5) (6) (7) (12) |
| | F24 (Stairway BidCo Gmbh) | F24 (Stairway BidCo Gmbh) | | Software Services | | 386 | | | 432 | | | 384 | | |
| | Findex Group Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | BBSY + 5.00%, 8.0% Cash | | 05/21 | | 05/24 | | 789 | | | 900 | | | 789 | | | 0.1 | % | | (3) (5) (6) (14) |
| 789 | | | 900 | | | 789 | | |
| F24 (Stairway BidCo Gmbh) | | | Software Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.5% Cash | | 05/21 | | 08/27 | | 3,458 | | | 3,341 | | | 3,398 | | | 0.3 | % | | (3) (5) (7) (8) (10) (28) |
| | Faraday | |
| | Faraday | |
| | Faraday | | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.2% Cash | | 01/23 | | 01/30 | | 272 | | | 214 | | | 229 | | | — | % | | (3) (5) (7) (8) (10) (29) |
| | Finaxy Holding | |
| | | Finaxy Holding | | Finaxy Holding | | Banking | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.2% Cash | | 11/23 | | 11/30 | | 5,037 | | | 4,751 | | | 4,911 | | | 0.4 | % | | (3) (5) (7) (8) (10) |
| | | Subordinated Term Loan | | 10.3% PIK | | 11/23 | | 05/31 | | 1,366 | | | 1,296 | | | 1,339 | | | 0.1 | % | | (3) (7) (28) |
| | Findex Group Ltd | |
| | Findex Group Ltd | |
| | Findex Group Ltd | | | Finance Companies | | First Lien Senior Secured Term Loan | | BBSY + 5.50%, 9.8% Cash | | 03/23 | | 12/26 | | 2,463 | | | 2,313 | | | 2,371 | | | 0.2 | % | | (3) (5) (7) (8) (13) |
| | Fineline Technologies, Inc. | |
| | Fineline Technologies, Inc. | |
| | Fineline Technologies, Inc. | Fineline Technologies, Inc. | | Consumer Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 05/21 | | 02/28 | | 3,453 | | | 3,399 | | | 3,394 | | | 0.3 | % | | (5) (6) (7) (9) | | Consumer Services | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash | | 05/21 | | 02/28 | | 3,409 | | | 3,370 | | 3,370 | | | 3,406 | | 3,406 | | | 0.3 | | 0.3 | % | | (6) (7) (8) (16) |
| 3,453 | | | 3,399 | | | 3,394 | | |
| | Finexvet | Finexvet | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 8.1% Cash | | 03/22 | | 03/29 | | 2,401 | | | 2,387 | | | 2,329 | | | 0.2 | % | | (3) (5) (6) (7) (13) |
| | Finexvet | Finexvet | | Consumer Cyclical | | 2,401 | | | 2,387 | | | 2,329 | | |
| | Finexvet | | Finexvet | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.9% Cash | | 03/22 | | 03/29 | | 2,485 | | | 2,395 | | | 2,426 | | | 0.2 | % | | (3) (5) (7) (8) (11) |
| | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.9% Cash | | 05/23 | | 03/29 | | 5,567 | | | 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 & Services | | Preferred Stock (3,188.51 shares) | | 11.0% PIK | | 03/22 | | N/A | | 3,823 | | | 2,947 | | | 0.3 | % | | (5) (6) | | Business Equipment & Services | | Preferred Stock (3,188.51 shares) | | 11.0% PIK | | 03/22 | | N/A | | | | 4,267 | | | 2,551 | | 2,551 | | | 0.2 | | 0.2 | % | | (5) (7) |
| — | | | 3,823 | | | 2,947 | | |
| | FitzMark Buyer, LLC | | Cargo & Transportation | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 8.9% Cash | | 05/21 | | 12/26 | | 4,267 | | | 4,210 | | | 4,209 | | | 0.4 | % | | (5) (6) (7) (9) |
| 4,267 | | | 4,210 | | | 4,209 | | |
| Fitzmark, Inc. | |
| | Five Star Holding LLC | | Packaging | | Second Lien Senior Secured Term Loan | | SOFR + 7.25%, 12.0% Cash | | 05/22 | | 05/30 | | 7,152 | | | 7,018 | | | 6,945 | | | 0.6 | % | | (5) (6) (7) (18) |
| LLC Units (505.1 units) | | N/A | | 05/22 | | N/A | | 505 | | | 502 | | | 0.1 | % | | (6) (30) |
| 7,152 | | | 7,523 | | | 7,447 | | |
| Fitzmark, Inc. | |
| | Flavor Producers, LLC. | | Packaged Foods & Meats | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.4% Cash, 1.8% PIK | | 05/21 | | 12/24 | | 889 | | | 874 | | | 843 | | | 0.1 | % | | (5) (6) (7) (8) |
| 889 | | | 874 | | | 843 | | |
| | Flexential Issuer, LLC | | Information Technology | | Structured Secured Note - Class C | | 6.9% Cash | | 11/21 | | 11/51 | | 10,000 | | | 9,274 | | | 8,642 | | | 0.8 | % | |
| 10,000 | | | 9,274 | | | 8,642 | | |
| | Flywheel Re Segregated Portfolio 2022-4 | | Investment Funds | | Preferred Stock (3,202,747 shares) | | N/A | | 08/22 | | N/A | | 3,203 | | | 3,219 | | | 0.3 | % | | (3) (6) (30) |
| 3,203 | | | 3,219 | | |
| | Footco 40 Limited | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 9.2% Cash | | 04/22 | | 04/29 | | 1,489 | | | 1,559 | | | 1,437 | | | 0.1 | % | | (3) (5) (6) (7) (21) |
| 1,489 | | | 1,559 | | | 1,437 | | |
| Fitzmark, Inc. | | | Cargo & Transportation | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash | | 05/21 | | 12/26 | | 4,216 | | | 4,173 | | | 4,115 | | | 0.3 | % | | (6) (7) (8) (16) (28) |
|
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Fortis Payment Systems, LLC | | Other Financial | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 9.9% Cash | | 10/22 | | 02/26 | | $ | 1,575 | | | $ | 1,516 | | | $ | 1,513 | | | 0.1 | % | | (5) (6) (7) (17) |
| | | | | | | | | | 1,575 | | | 1,516 | | | 1,513 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| FragilePak LLC | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 05/21 | | 05/27 | | 9,158 | | | 8,868 | | | 9,158 | | | 0.8 | % | | (5) (6) (7) (9) |
| | Partnership Units (929.7 units) | | N/A | | 05/21 | | N/A | | | | 930 | | | 1,169 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 9,158 | | | 9,798 | | | 10,327 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Front Line Power Construction LLC | | Construction Machinery | | First Lien Senior Secured Term Loan | | LIBOR + 12.50%, 17.2% Cash | | 11/21 | | 11/28 | | 1,366 | | | 1,277 | | | 1,522 | | | 0.1 | % | | (6) (7) (9) |
| | Common Stock (60,001 shares) | | N/A | | 11/21 | | N/A | | | | 100 | | | 49 | | | — | % | | (30) |
| | | | | | | | | | 1,366 | | | 1,377 | | | 1,571 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| FSS Buyer LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.1% Cash | | 08/21 | | 08/28 | | 24,533 | | | 24,121 | | | 24,260 | | | 2.2 | % | | (5) (6) (7) (8) |
| | LP Interest (2,902.3 units) | | N/A | | 08/21 | | N/A | | | | 29 | | | 43 | | | — | % | | (6) (30) |
| | LP Units (12,760.8 units) | | N/A | | 08/21 | | N/A | | | | 128 | | | 187 | | | — | % | | (6) (30) |
| | | | | | | | | | 24,533 | | | 24,278 | | | 24,490 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| GB Eagle Buyer, Inc. | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 10.5% Cash | | 12/22 | | 11/28 | | 20,968 | | | 20,345 | | | 20,339 | | | 1.9 | % | | (5) (6) (7) (18) |
| | Revolver | | SOFR + 6.50%, 10.5% Cash | | 12/22 | | 11/28 | | — | | | (95) | | | (97) | | | — | % | | (6) (7) (18) |
| | Partnership Units (859 units) | | N/A | | 12/22 | | N/A | | | | 859 | | | 859 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 20,968 | | | 21,109 | | | 21,101 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Glacis Acquisition S.A.R.L. | | Transportation Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 7.7% Cash | | 05/21 | | 07/23 | | 3,907 | | | 4,012 | | | 3,907 | | | 0.4 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 3,907 | | | 4,012 | | | 3,907 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Global Academic Group Limited | | Industrial Other | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 9.1% Cash | | 07/22 | | 07/27 | | 2,502 | | | 2,502 | | | 2,438 | | | 0.2 | % | | (3) (5) (6) (7) (15) |
| | First Lien Senior Secured Term Loan | | BKBM + 6.00%, 9.1% Cash | | 07/22 | | 07/27 | | 4,365 | | | 4,202 | | | 4,242 | | | 0.4 | % | | (3) (5) (6) (7) (26) |
| | | | | | | | | | 6,867 | | | 6,704 | | | 6,680 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| GPZN II GmbH | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 7.4% Cash | | 06/22 | | 06/29 | | 458 | | | 429 | | | 375 | | | — | % | | (3) (5) (6) (7) (11) |
| | | | | | | | | | 458 | | | 429 | | | 375 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Graphpad Software, LLC | | Internet Software & Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.2% Cash | | 11/21 | | 04/27 | | 16,170 | | | 16,016 | | | 15,701 | | | 1.4 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.7% Cash | | 05/21 | | 04/27 | | 10,962 | | | 10,962 | | | 10,786 | | | 1.0 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 27,132 | | | 26,978 | | | 26,487 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Greenhill II BV | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 7.1% Cash | | 07/22 | | 07/29 | | 739 | | | 672 | | | 716 | | | 0.1 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 739 | | | 672 | | | 716 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Groupe Product Life | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 8.5% Cash | | 10/22 | | 10/29 | | 1,561 | | | 1,382 | | | 1,495 | | | 0.1 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 1,561 | | | 1,382 | | | 1,495 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Gusto Aus BidCo Pty Ltd | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | BBSY + 6.50%, 10.2% Cash | | 10/22 | | 10/28 | | 2,208 | | | 2,016 | | | 2,135 | | | 0.2 | % | | (3) (5) (6) (7) (16) |
| | | | | | | | | | 2,208 | | | 2,016 | | | 2,135 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Healthe Care Specialty Pty Ltd | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | BBSY + 5.00%, 8.6% Cash | | 05/21 | | 10/24 | | 998 | | | 1,122 | | | 976 | | | 0.1 | % | | (3) (5) (6) (7) (16) |
| | | | | | | | | | 998 | | | 1,122 | | | 976 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| HeartHealth Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 5.25%, 8.6% Cash | | 09/22 | | 09/28 | | 626 | | | 569 | | | 598 | | | 0.1 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 626 | | | 569 | | | 598 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Five Star Holding LLC | | Packaging | | Second Lien Senior Secured Term Loan | | SOFR + 7.25%, 12.6% Cash | | 05/22 | | 05/30 | | $ | 7,152 | | | $ | 7,032 | | | $ | 7,002 | | | 0.5 | % | | (5) (7) (8) (16) |
| | LLC Units (505.1 units) | | N/A | | 05/22 | | N/A | | | | 505 | | | 447 | | | — | % | | (7) (26) |
| | | | | | | | | | 7,152 | | | 7,537 | | | 7,449 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Flavor Producers, LLC | | Packaged Foods & Meats | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash, 1.8% PIK | | 05/21 | | 12/24 | | 896 | | | 896 | | | 823 | | | 0.1 | % | | (5) (7) (8) (16) |
| | | | | | | | | | 896 | | | 896 | | | 823 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Flexential Issuer, LLC | | Information Technology | | Structured Secured Note - Class C | | 6.9% Cash | | 11/21 | | 11/51 | | 10,000 | | | 9,289 | | | 8,242 | | | 0.6 | % | | (28) |
| | | | | | | | | | 10,000 | | | 9,289 | | | 8,242 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Flywheel Re Segregated Portfolio 2022-4 | | Investment Funds | | Preferred Stock (4,713,810 shares) | | N/A | | 08/22 | | N/A | | | | 4,714 | | | 5,327 | | | 0.4 | % | | (3) (7) (26) (28) |
| | | | | | | | | | | | 4,714 | | | 5,327 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Footco 40 Limited | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SONIA + 6.75%, 11.9% Cash | | 04/22 | | 04/29 | | 1,860 | | | 1,847 | | | 1,808 | | | 0.1 | % | | (3) (5) (7) (8) (18) (29) |
| | | | | | | | | | 1,860 | | | 1,847 | | | 1,808 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Fortis Payment Systems, LLC | | Other Financial | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.7% Cash | | 10/22 | | 02/26 | | 2,480 | | | 2,443 | | | 2,480 | | | 0.2 | % | | (5) (7) (8) (16) |
| | | | | | | | | | 2,480 | | | 2,443 | | | 2,480 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| FragilePak LLC | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.4% Cash | | 05/21 | | 05/27 | | 9,065 | | | 8,910 | | | 8,657 | | | 0.7 | % | | (5) (7) (8) (16) |
| | Partnership Units (929.7 units) | | N/A | | 05/21 | | N/A | | | | 930 | | | 626 | | | — | % | | (7) (26) |
| | | | | | | | | | 9,065 | | | 9,840 | | | 9,283 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| FSS Buyer LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 08/21 | | 08/28 | | 24,284 | | | 23,939 | | | 24,178 | | | 1.8 | % | | (5) (6) (7) (8) (16) |
| | LP Interest (2,902.3 units) | | N/A | | 08/21 | | N/A | | | | 29 | | | 41 | | | — | % | | (7) (26) |
| | LP Units (12,760.8 units) | | N/A | | 08/21 | | N/A | | | | 128 | | | 180 | | | — | % | | (7) (26) |
| | | | | | | | | | 24,284 | | | 24,096 | | | 24,399 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| GB Eagle Buyer, Inc. | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 12/22 | | 12/28 | | 12,841 | | | 12,513 | | | 12,764 | | | 1.0 | % | | (7) (8) (16) (28) |
| | Revolver | | SOFR + 6.25%, 11.6% Cash | | 12/22 | | 12/28 | | — | | | (80) | | | (19) | | | — | % | | (7) (8) (16) (28) (29) |
| | Partnership Units (859 units) | | N/A | | 12/22 | | N/A | | | | 859 | | | 1,100 | | | 0.1 | % | | (7) (26) (28) |
| | | | | | | | | | 12,841 | | | 13,292 | | | 13,845 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Glacis Acquisition S.A.R.L. | | Transportation Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 05/21 | | 07/25 | | 6,354 | | | 6,261 | | | 6,330 | | | 0.5 | % | | (3) (5) (7) (8) (11) (29) |
| | | | | | | | | | 6,354 | | | 6,261 | | | 6,330 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Global Academic Group Limited | | Industrial Other | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 10.3% Cash | | 07/22 | | 07/27 | | 2,517 | | | 2,515 | | | 2,478 | | | 0.2 | % | | (3) (5) (7) (8) (13) |
| | First Lien Senior Secured Term Loan | | BKBM + 6.00%, 11.7% Cash | | 07/22 | | 07/27 | | 4,370 | | | 4,229 | | | 4,295 | | | 0.3 | % | | (3) (5) (7) (8) (23) (29) |
| | | | | | | | | | 6,887 | | | 6,744 | | | 6,773 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Gojo Industries, Inc. | | Industrial Other | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash, 4.5% PIK | | 10/23 | | 10/28 | | 24,869 | | | 24,145 | | | 24,122 | | | 1.8 | % | | (7) (8) (16) (28) |
| | | | | | | | | | 24,869 | | | 24,145 | | | 24,122 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| GPNZ II GmbH | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 10.00%, 13.8% Cash | | 06/22 | | 06/29 | | 475 | | | 446 | | | 265 | | | — | % | | (3) (5) (7) (8) (9) |
| | First Lien Senior Secured Term Loan | | 10.0% PIK | | 06/22 | | 06/29 | | 124 | | | 122 | | | 124 | | | — | % | | (3) (7) (28) (29) |
| | Common Stock (5,785 shares) | | N/A | | 10/23 | | N/A | | | | — | | | — | | | — | % | | (3) (5) (7) (26) |
| | | | | | | | | | 599 | | | 568 | | | 389 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | Portfolio Company | Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes | Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Heartland Veterinary Partners, LLC | | Healthcare | | Subordinated Term Loan | | 11.0% PIK | | 11/21 | | 11/23 | | $ | 659 | | | $ | 643 | | | $ | 638 | | | 0.1 | % | | (6) |
| Subordinated Term Loan | | 11.0% PIK | | 11/21 | | 12/28 | | 5,222 | | | 5,117 | | | 5,086 | | | 0.5 | % | | (6) |
| Graphpad Software, LLC | | Internet Software & Services | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 11.2% Cash | | 11/21 | | 04/27 | | $ | 18,610 | | | $ | 18,487 | | | $ | 18,424 | | | 1.4 | % | | (5) (7) (8) (16) |
| Graphpad Software, LLC | | | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.7% Cash | | 05/21 | | 04/27 | | 10,819 | | | 10,819 | | | 10,786 | | | 0.8 | % | | (6) (7) (8) (16) |
| | | Greenhill II BV | |
| | Greenhill II BV | |
| | Greenhill II BV | | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 9.2% Cash | | 07/22 | | 07/29 | | 908 | | | 815 | | | 894 | | | 0.1 | % | | (3) (5) (7) (8) (10) (29) |
| | Groupe Guemas | |
| | Groupe Guemas | |
| | Groupe Guemas | | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.1% Cash | | 10/23 | | 09/30 | | 2,574 | | | 2,403 | | | 2,503 | | | 0.2 | % | | (3) (5) (7) (8) (11) |
| | Groupe Product Life | |
| | Groupe Product Life | |
| | Groupe Product Life | | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 10/22 | | 10/29 | | 2,757 | | | 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 Ltd | | | Consumer Non-cyclical | | First Lien Senior Secured Term Loan | | BBSY + 6.50%, 10.9% Cash | | 10/22 | | 10/28 | | 2,279 | | | 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 Ltd | | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | BBSY + 5.00%, 9.4% Cash | | 05/21 | | 10/24 | | 380 | | | 428 | | | 379 | | | — | % | | (3) (5) (7) (8) (14) |
| | HeartHealth Bidco Pty Ltd | |
| | HeartHealth Bidco Pty Ltd | |
| | HeartHealth Bidco Pty Ltd | | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 4.75%, 9.4% Cash | | 09/22 | | 09/28 | | 692 | | | 632 | | | 674 | | | 0.1 | % | | (3) (5) (7) (8) (13) (29) |
| | Heartland Veterinary Partners, LLC | Heartland Veterinary Partners, LLC | | Healthcare | | 5,881 | | | 5,760 | | | 5,724 | | |
| | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 05/21 | | 08/25 | | 6,714 | | | 6,632 | | | 6,630 | | | 0.6 | % | | (5) (6) (7) (9) |
| Heartland, LLC | | Business Services | | 6,714 | | | 6,632 | | | 6,630 | | |
| | | Heartland Veterinary Partners, LLC | | Heartland Veterinary Partners, LLC | | Healthcare | | Subordinated Term Loan | | 11.0% PIK | | 11/21 | | 12/28 | | 6,915 | | | 6,813 | | | 6,099 | | | 0.5 | % | | (7) (28) |
| | | | | | | | | | | | 6,915 | |
| | | | | | | | | | 6,915 | |
| | Heavy Construction Systems Specialists, LLC | |
| | | | Heavy Construction Systems Specialists, LLC | Heavy Construction Systems Specialists, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 9.9% Cash | | 11/21 | | 11/27 | | 22,807 | | | 22,423 | | | 22,522 | | | 2.1 | % | | (5) (6) (7) (8) | Heavy Construction Systems Specialists, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 11/21 | | 11/27 | | 22,579 | | | 22,267 | | 22,267 | | | 22,579 | | 22,579 | | | 1.7 | | 1.7 | % | | (5) (6) (7) (8) (15) |
| Revolver | | LIBOR + 5.75%, 9.9% Cash | | 11/21 | | 11/27 | | — | | | (36) | | | (27) | | | — | % | | (6) (7) (8) | | | Revolver | | SOFR + 5.50%, 10.9% Cash | | 11/21 | | 11/27 | | — | | | (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.)) | | Insurance | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 6.9% Cash | | 05/21 | | 09/26 | | 8,845 | | | 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.)) | | Insurance | | 8,845 | | | 9,691 | | | 8,615 | | |
| | Heilbron (f/k/a Sucsez (Bolt Bidco B.V.)) | | | Insurance | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 8.9% Cash | | 05/21 | | 09/26 | | 9,155 | | | 9,728 | | | 8,633 | | | 0.7 | % | | (3) (5) (7) (8) (11) |
| | HEKA Invest | |
| | HEKA Invest | |
| | HEKA Invest | HEKA Invest | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 8.7% Cash | | 10/22 | | 10/29 | | 9,998 | | | 8,922 | | | 9,692 | | | 0.9 | % | | (3) (5) (6) (7) (12) | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.4% Cash | | 10/22 | | 10/29 | | 4,162 | | | 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 Distributors | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 05/21 | | 07/23 | | 7,736 | | | 7,716 | | | 7,705 | | | 0.7 | % | | (5) (6) (7) (9) |
| | HemaSource, Inc. | |
| | HemaSource, Inc. | | Healthcare | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.4% Cash | | 08/23 | | 08/29 | | 7,626 | | | 7,443 | | | 7,451 | | | 0.6 | % | | (5) (7) (8) (16) |
| HemaSource, Inc. | | | Revolver | | SOFR + 6.00%, 11.4% Cash | | 08/23 | | 08/29 | | 699 | | | 621 | | | 624 | | | — | % | | (7) (8) (16) (28) (29) |
| HemaSource, Inc. | | | | Common Stock (184,282 shares) | | N/A | | 08/23 | | N/A | | | | 184 | | | 184 | | | — | % | | (7) (26) (28) |
| HemaSource, Inc. | | Health Care Distributors | | 7,736 | | | 7,716 | | | 7,705 | | |
| | Home Care Assistance, LLC | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.4% Cash | | 05/21 | | 03/27 | | 1,547 | | | 1,524 | | | 1,478 | | | 0.1 | % | | (5) (6) (7) (17) |
| | Home Care Assistance, LLC | Home Care Assistance, LLC | | Healthcare & Pharmaceuticals | | 1,547 | | | 1,524 | | | 1,478 | | |
| | Home Care Assistance, LLC | | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.5% Cash | | 05/21 | | 03/27 | | 1,528 | | | 1,509 | | | 1,396 | | | 0.1 | % | | (6) (7) (8) (16) (28) |
| | HomeX Services Group LLC | |
| | | HomeX Services Group LLC | | HomeX Services Group LLC | | Home Construction | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 11/23 | | 11/29 | | 13,176 | | | 12,749 | | | 12,743 | | | 1.0 | % | | (5) (7) (8) (15) (29) |
| | | Revolver | | SOFR + 5.50%, 10.9% Cash | | 11/23 | | 11/29 | | — | | | (67) | | | (68) | | | — | % | | (7) (8) (15) (28) (29) |
| | Honour Lane Logistics Holdings Limited | |
| | Honour Lane Logistics Holdings Limited | |
| | Honour Lane Logistics Holdings Limited | Honour Lane Logistics Holdings Limited | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 9.5% Cash | | 04/22 | | 11/28 | | 17,500 | | | 17,023 | | | 17,093 | | | 1.6 | % | | (3) (5) (6) (7) (19) | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.5% Cash | | 04/22 | | 11/28 | | 14,583 | | | 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 & Industries | HTI Technology & Industries | | Electronic Component Manufacturing | | First Lien Senior Secured Term Loan | | SOFR + 8.50%, 11.7% Cash | | 07/22 | | 07/25 | | 9,541 | | | 9,395 | | | 9,397 | | | 0.9 | % | | (5) (6) (7) (18) |
| | | | HTI Technology & Industries | | HTI Technology & Industries | | Electronic Component Manufacturing | | First Lien Senior Secured Term Loan | | SOFR + 8.50%, 14.0% Cash | | 07/22 | | 07/25 | | 9,100 | | | 8,980 | | | 9,046 | | | 0.7 | % | | (5) (6) (7) (8) (16) (28) (29) |
| HTI Technology & Industries | | Electronic Component Manufacturing | | Revolver | | SOFR + 8.50%, 11.7% Cash | | 07/22 | | 07/25 | | — | | | (14) | | | (15) | | | — | % | | (6) (7) (18) | | | Revolver | | SOFR + 8.50%, 14.0% Cash | | 07/22 | | 07/25 | | — | | | (9) | | (9) | | | (6) | | (6) | | | — | | — | % | | (7) (8) (16) (28) (29) |
| 9,541 | | | 9,381 | | | 9,382 | | |
| | HW Holdco, LLC (Hanley Wood LLC) | | Advertising | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 6.0% Cash | | 05/21 | | 12/24 | | 6,760 | | | 6,722 | | | 6,658 | | | 0.6 | % | | (5) (6) (7) (9) |
| First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 9.3% Cash | | 05/21 | | 12/24 | | 6,958 | | | 6,864 | | | 6,867 | | | 0.6 | % | | (5) (6) (7) (8) |
| 13,718 | | | 13,586 | | | 13,525 | | |
| | Hygie 31 Holding | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 8.4% Cash | | 09/22 | | 09/29 | | 640 | | | 562 | | | 624 | | | 0.1 | % | | (3) (5) (6) (7) (12) |
| 640 | | | 562 | | | 624 | | |
| | IM Square | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.0% Cash | | 12/22 | | 05/28 | | 3,415 | | | 3,270 | | | 3,321 | | | 0.3 | % | | (3) (5) (6) (7) (12) |
| First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 7.5% Cash | | 05/21 | | 04/28 | | 4,482 | | | 4,873 | | | 4,339 | | | 0.4 | % | | (3) (5) (6) (7) (12) |
| 7,897 | | | 8,143 | | | 7,660 | | |
| | Image International Intermediate Holdco II, LLC | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 9.9% Cash | | 05/21 | | 07/23 | | 24,783 | | | 24,657 | | | 24,605 | | | 2.3 | % | | (5) (6) (7) (8) |
| 24,783 | | | 24,657 | | | 24,605 | | |
| | Infoniqa Holdings GmbH | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 6.2% Cash | | 11/21 | | 11/28 | | 4,022 | | | 4,162 | | | 3,913 | | | 0.4 | % | | (3) (5) (6) (7) (13) |
| 4,022 | | | 4,162 | | | 3,913 | | |
| | Innovad Group II BV | | Beverage, Food & Tobacco | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 9.3% Cash | | 05/21 | | 04/28 | | 1,001 | | | 1,095 | | | 870 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| 1,001 | | | 1,095 | | | 870 | | |
| | INOS 19-090 GmbH | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 5.40%, 7.4% Cash | | 05/21 | | 12/27 | | 436 | | | 721 | | | 647 | | | 0.1 | % | | (3) (5) (6) (7) (12) |
| 436 | | | 721 | | | 647 | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Interstellar Group B.V. | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 7.5% Cash | | 08/22 | | 02/29 | | $ | 127 | | | $ | 120 | | | $ | 123 | | | — | % | | (3) (5) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 7.5% Cash | | 08/22 | | 08/29 | | 2,442 | | | 2,262 | | | 2,354 | | | 0.2 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 2,569 | | | 2,382 | | | 2,477 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Ipsen International Holding GmbH | | Capital Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 7.4% Cash, 0.5% PIK | | 05/21 | | 08/24 | | 1,140 | | | 1,191 | | | 1,113 | | | 0.1 | % | | (3) (6) (7) (13) |
| | | | | | | | | | 1,140 | | | 1,191 | | | 1,113 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Iridium Bidco Limited | | Radio & Television | | First Lien Senior Secured Term Loan | | SONIA + 5.00%, 8.4% Cash | | 05/21 | | 04/24 | | 4,591 | | | 5,063 | | | 4,557 | | | 0.4 | % | | (3) (5) (6) (7) (21) |
| | | | | | | | | | 4,591 | | | 5,063 | | | 4,557 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Isolstar Holding NV (IPCOM) | | Trading Companies & Distributors | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 8.1% Cash | | 10/22 | | 10/29 | | 9,165 | | | 8,020 | | | 8,754 | | | 0.8 | % | | (3) (5) (6) (7) (11) |
| | | | | | | | | | 9,165 | | | 8,020 | | | 8,754 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ITI Intermodal, Inc. | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.1% Cash | | 12/21 | | 12/27 | | 714 | | | 700 | | | 703 | | | 0.1 | % | | (5) (6) (7) (8) |
| | Revolver | | LIBOR + 4.75%, 9.1% Cash | | 12/21 | | 12/27 | | 6 | | | 4 | | | 5 | | | — | % | | (6) (7) (8) |
| | Common Stock (1,433.37 shares) | | N/A | | 12/21 | | N/A | | | | 144 | | | 127 | | | — | % | | (6) (30) |
| | | | | | | | | | 720 | | | 848 | | | 835 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Jade Bidco Limited (Jane’s) | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 7.9% Cash | | 05/21 | | 02/29 | | 3,527 | | | 3,551 | | | 3,463 | | | 0.3 | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 9.3% Cash | | 05/21 | | 02/29 | | 21,245 | | | 20,783 | | | 20,860 | | | 1.9 | % | | (3) (5) (6) (7) (19) |
| | | | | | | | | | 24,772 | | | 24,334 | | | 24,323 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Jaguar Merger Sub Inc. | | Other Financial | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.5% Cash | | 12/21 | | 09/24 | | 7,652 | | | 7,571 | | | 7,617 | | | 0.7 | % | | (5) (6) (7) (18) |
| | Revolver | | SOFR + 5.00%, 9.5% Cash | | 12/21 | | 09/24 | | — | | | (4) | | | (2) | | | — | % | | (6) (7) (18) |
| | | | | | | | | | 7,652 | | | 7,567 | | | 7,615 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Jon Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | BKBM + 5.50%, 10.2% Cash | | 03/22 | | 03/27 | | 3,951 | | | 4,230 | | | 3,855 | | | 0.4 | % | | (3) (5) (6) (7) (26) |
| | | | | | | | | | 3,951 | | | 4,230 | | | 3,855 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Jones Fish Hatcheries & Distributors LLC | | Consumer Products | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.2% Cash | | 02/22 | | 02/28 | | 2,785 | | | 2,736 | | | 2,745 | | | 0.3 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 10.2% Cash | | 02/22 | | 02/28 | | — | | | (7) | | | (6) | | | — | % | | (6) (7) (9) |
| | Partnership Units (974.68 units) | | N/A | | 02/22 | | N/A | | | | 97 | | | 115 | | | — | % | | (6) (30) |
| | | | | | | | | | 2,785 | | | 2,826 | | | 2,854 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Kano Laboratories LLC | | Chemicals, Plastics & Rubber | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 10.1% Cash | | 05/21 | | 11/26 | | 2,863 | | | 2,826 | | | 2,808 | | | 0.3 | % | | (5) (6) (7) (10) |
| | | | | | | | | | 2,863 | | | 2,826 | | | 2,808 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Kid Distro Holdings, LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 10/21 | | 10/27 | | 23,637 | | | 23,247 | | | 23,361 | | | 2.1 | % | | (5) (6) (7) (9) |
| | LLC Units (1,062,795.2 units) | | N/A | | 10/21 | | N/A | | | | 1,064 | | | 962 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 23,637 | | | 24,311 | | | 24,323 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Kona Buyer, LLC | | High Tech Industries | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 9.3% Cash | | 05/21 | | 12/27 | | 14,728 | | | 14,510 | | | 14,486 | | | 1.3 | % | | (5) (6) (7) (18) |
| | | | | | | | | | 14,728 | | | 14,510 | | | 14,486 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| KSLB Holdings, LLC | | Beverage, Food & Tobacco | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 9.2% Cash | | 05/21 | | 07/25 | | 5,979 | | | 5,747 | | | 5,447 | | | 0.5 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 5,979 | | | 5,747 | | | 5,447 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Lambir Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.5% Cash | | 12/21 | | 12/28 | | 2,183 | | | 2,222 | | | 2,039 | | | 0.2 | % | | (3) (5) (6) (7) (12) |
| | Second Lien Senior Secured Term Loan | | 12.0% PIK | | 12/21 | | 06/29 | | 694 | | | 711 | | | 653 | | | 0.1 | % | | (3) (6) |
| | | | | | | | | | 2,877 | | | 2,933 | | | 2,692 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| HW Holdco, LLC (Hanley Wood LLC) | | Advertising | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.8% Cash | | 05/21 | | 12/24 | | $ | 14,043 | | | $ | 13,982 | | | $ | 13,566 | | | 1.0 | % | | (5) (6) (7) (8) (16) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | 14,043 | | | 13,982 | | | 13,566 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Hygie 31 Holding | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.4% Cash | | 09/22 | | 09/29 | | 663 | | | 564 | | | 652 | | | — | % | | (3) (5) (7) (8) (11) (28) |
| | | | | | | | | | 663 | | | 564 | | | 652 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| IM Square | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 9.5% Cash | | 05/21 | | 04/28 | | 4,640 | | | 4,890 | | | 4,557 | | | 0.3 | % | | (3) (5) (7) (8) (10) (28) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 10.0% Cash | | 12/22 | | 05/28 | | 3,535 | | | 3,285 | | | 3,472 | | | 0.3 | % | | (3) (5) (7) (8) (10) |
| | | | | | | | | | 8,175 | | | 8,175 | | | 8,029 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Image International Intermediate Holdco II, LLC | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 11.0% Cash | | 05/21 | | 07/24 | | 24,616 | | | 24,556 | | | 24,504 | | | 1.9 | % | | (5) (6) (7) (8) (15) |
| | | | | | | | | | 24,616 | | | 24,556 | | | 24,504 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Infoniqa Holdings GmbH | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 8.7% Cash | | 11/21 | | 11/28 | | 4,163 | | | 4,176 | | | 4,129 | | | 0.3 | % | | (3) (5) (7) (8) (11) |
| | | | | | | | | | 4,163 | | | 4,176 | | | 4,129 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Innovad Group II BV | | Beverage, Food & Tobacco | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.6% Cash | | 05/21 | | 04/28 | | 1,036 | | | 1,102 | | | 982 | | | 0.1 | % | | (3) (5) (7) (8) (11) (28) (29) |
| | First Lien Senior Secured Term Loan | | SARON + 5.75%, 7.5% Cash | | 05/23 | | 04/28 | | 172 | | | 161 | | | 164 | | | — | % | | (3) (7) (8) (24) (28) |
| | | | | | | | | | 1,208 | | | 1,263 | | | 1,146 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| INOS 19-090 GmbH | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 5.37%, 9.3% Cash | | 05/21 | | 12/27 | | 559 | | | 778 | | | 730 | | | 0.1 | % | | (3) (5) (7) (8) (10) (28) (29) |
| | | | | | | | | | 559 | | | 778 | | | 730 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Interstellar Group B.V. | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 9.4% Cash | | 08/22 | | 08/29 | | 3,391 | | | 3,173 | | | 3,353 | | | 0.3 | % | | (3) (5) (7) (8) (10) (29) |
| | | | | | | | | | 3,391 | | | 3,173 | | | 3,353 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| InvoCare Limited | | Consumer Cyclical Services | | First Lien Senior Secured Term Loan | | BBSY + 6.25%, 10.7% Cash | | 11/23 | | 11/29 | | 4,252 | | | 3,946 | | | 4,102 | | | 0.3 | % | | (3) (5) (7) (8) (13) (29) |
| | | | | | | | | | 4,252 | | | 3,946 | | | 4,102 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Ipsen International Holding GmbH | | Capital Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 10.7% Cash, 0.5% PIK | | 05/21 | | 08/24 | | 1,181 | | | 1,242 | | | 1,181 | | | 0.1 | % | | (3) (7) (8) (11) (28) |
| | | | | | | | | | 1,181 | | | 1,242 | | | 1,181 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Iridium Bidco Limited | | Radio & Television | | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 11.0% Cash | | 05/21 | | 04/25 | | 4,866 | | | 5,088 | | | 4,754 | | | 0.4 | % | | (3) (5) (7) (8) (19) |
| | | | | | | | | | 4,866 | | | 5,088 | | | 4,754 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Isolstar Holding NV (IPCOM) | | Trading Companies & Distributors | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.5% Cash | | 10/22 | | 10/29 | | 9,714 | | | 8,345 | | | 9,555 | | | 0.7 | % | | (3) (5) (7) (8) (10) (29) |
| | | | | | | | | | 9,714 | | | 8,345 | | | 9,555 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ISTO Technologies II, LLC | | Healthcare | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 10/23 | | 10/28 | | 10,578 | | | 10,322 | | | 10,314 | | | 0.8 | % | | (5) (7) (8) (16) |
| | Revolver | | SOFR + 6.25%, 11.6% Cash | | 10/23 | | 10/28 | | — | | | (27) | | | (28) | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 10,578 | | | 10,295 | | | 10,286 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ITI Intermodal, Inc. | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 12.0% Cash | | 12/21 | | 12/27 | | 13,010 | | | 12,683 | | | 12,757 | | | 1.0 | % | | (5) (6) (7) (8) (16) (28) |
| | Revolver | | SOFR + 6.50%, 12.0% Cash | | 12/21 | | 12/27 | | 101 | | | 70 | | | 67 | | | — | % | | (7) (8) (16) (28) (29) |
| | Common Stock (7,500.4 shares) | | N/A | | 12/21 | | N/A | | | | 750 | | | 715 | | | 0.1 | % | | (7) (26) |
| | | | | | | | | | 13,111 | | | 13,503 | | | 13,539 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Jade Bidco Limited (Jane's) | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 9.3% Cash | | 05/21 | | 02/29 | | 3,650 | | | 3,561 | | | 3,614 | | | 0.3 | % | | (3) (5) (7) (8) (11) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.6% Cash | | 05/21 | | 02/29 | | 21,245 | | | 20,847 | | | 21,037 | | | 1.6 | % | | (3) (5) (7) (8) (17) |
| | | | | | | | | | 24,895 | | | 24,408 | | | 24,651 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Lattice Group Holdings Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 8.3% Cash | | 05/22 | | 05/29 | | $ | 667 | | | $ | 645 | | | $ | 633 | | | 0.1 | % | | (3) (5) (6) (7) (19) |
| | Revolver | | SOFR + 5.25%, 9.8% Cash | | 05/22 | | 11/28 | | 35 | | | 34 | | | 34 | | | — | % | | (3) (6) (7) (18) |
| | | | | | | | | | 702 | | | 679 | | | 667 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| LeadsOnline, LLC | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 02/22 | | 02/28 | | 12,918 | | | 12,720 | | | 12,759 | | | 1.2 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 4.75%, 9.5% Cash | | 02/22 | | 02/28 | | — | | | (29) | | | (24) | | | — | % | | (6) (7) (9) |
| | LLC Units (39,370.1 units) | | N/A | | 02/22 | | N/A | | | | 39 | | | 49 | | | — | % | | (6) (30) |
| | | | | | | | | | 12,918 | | | 12,730 | | | 12,784 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Liberty Steel Holdings USA Inc. | | Industrial Other | | Revolver | | SOFR + 4.50%, 8.8% Cash | | 04/22 | | 04/25 | | 7,500 | | | 7,443 | | | 7,442 | | | 0.7 | % | | (5) (6) (7) (17) |
| | | | | | | | | | 7,500 | | | 7,443 | | | 7,442 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Life Extension Institute, Inc. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 9.9% Cash | | 05/21 | | 02/24 | | 7,007 | | | 7,007 | | | 7,007 | | | 0.6 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 7,007 | | | 7,007 | | | 7,007 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Listrac Bidco Limited | | Health Care | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 9.6% Cash | | 05/21 | | 02/23 | | 1,887 | | | 1,879 | | | 1,406 | | | 0.1 | % | | (3) (6) (7) (22) |
| | Revolver | | SONIA + 6.25%, 9.6% Cash | | 05/21 | | 02/23 | | 61 | | | 62 | | | 45 | | | — | % | | (3) (6) (7) (22) |
| | | | | | | | | | 1,948 | | | 1,941 | | | 1,451 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| LivTech Purchaser, Inc. | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 9.7% Cash | | 05/21 | | 12/25 | | 1,527 | | | 1,513 | | | 1,482 | | | 0.1 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 1,527 | | | 1,513 | | | 1,482 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Loftware, Inc. | | Application Software | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 10.0% Cash | | 05/21 | | 12/25 | | 21,255 | | | 21,118 | | | 19,915 | | | 1.8 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 21,255 | | | 21,118 | | | 19,915 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Long Term Care Group, Inc. | | Healthcare | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.3% Cash | | 04/22 | | 09/27 | | 4,200 | | | 4,125 | | | 4,083 | | | 0.4 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 4,200 | | | 4,125 | | | 4,083 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Marmoutier Holding B.V. | | Consumer Products | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.8% Cash | | 12/21 | | 12/24 | | 356 | | | 330 | | | 341 | | | — | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.8% Cash | | 12/21 | | 12/28 | | 1,825 | | | 1,889 | | | 1,752 | | | 0.2 | % | | (3) (5) (6) (7) (13) |
| | Revolver | | EURIBOR + 5.00%, 7.8% Cash | | 12/21 | | 6/27 | | 46 | | | 42 | | | 40 | | | — | % | | (3) (6) (7) (12) |
| | | | | | | | | | 2,227 | | | 2,261 | | | 2,133 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Marshall Excelsior Co. | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 9.8% Cash | | 02/22 | | 02/28 | | 5,718 | | | 5,635 | | | 5,639 | | | 0.5 | % | | (5) (6) (7) (18) |
| | Revolver | | Prime + 4.50%, 11.5% Cash | | 02/22 | | 02/28 | | 647 | | | 634 | | | 636 | | | 0.1 | % | | (6) (7) (29) |
| | | | | | | | | | 6,365 | | | 6,269 | | | 6,275 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| MC Group Ventures Corporation | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 9.9% Cash | | 07/21 | | 06/27 | | 6,588 | | | 6,470 | | | 6,513 | | | 0.6 | % | | (5) (6) (7) (8) |
| | Partnership Units (560 Units) | | N/A | | 06/21 | | N/A | | | | 560 | | | 585 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 6,588 | | | 7,030 | | | 7,098 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Media Recovery, Inc. (SpotSee) | | Containers, Packaging & Glass | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 9.4% Cash | | 05/21 | | 11/25 | | 840 | | | 971 | | | 840 | | | 0.1 | % | | (5) (6) (7) (20) |
| | | | | | | | | | 840 | | | 971 | | | 840 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Median B.V. | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 9.4% Cash | | 02/22 | | 10/27 | | 5,954 | | | 6,514 | | | 4,950 | | | 0.5 | % | | (3) (5) (7) (21) |
| | | | | | | | | | 5,954 | | | 6,514 | | | 4,950 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Medical Solutions Parent Holdings, Inc. | | Healthcare | | Second Lien Senior Secured Term Loan | | LIBOR + 7.00%, 11.4% Cash | | 11/21 | | 11/29 | | 4,421 | | | 4,382 | | | 4,067 | | | 0.4 | % | | (5) (7) (8) |
| | | | | | | | | | 4,421 | | | 4,382 | | | 4,067 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Medplast Holdings, Inc. | | Health Care | | Second Lien Senior Secured Term Loan | | LIBOR + 7.75%, 12.1% Cash | | 05/21 | | 07/26 | | 9,325 | | | 8,718 | | | 7,915 | | | 0.7 | % | | (5) (7) (8) |
| | | | | | | | | | 9,325 | | | 8,718 | | | 7,915 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Jon Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | BKBM + 4.50%, 10.2% Cash | | 03/22 | | 03/27 | | $ | 4,121 | | | $ | 4,408 | | | $ | 4,068 | | | 0.3 | % | | (3) (5) (7) (8) (23) (29) |
| | | | | | | | | | 4,121 | | | 4,408 | | | 4,068 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Jones Fish Hatcheries & Distributors LLC | | Consumer Products | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 11.0% Cash | | 02/22 | | 02/28 | | 8,043 | | | 7,882 | | | 7,887 | | | 0.6 | % | | (5) (7) (8) (16) |
| | | | | | | | | | | | | | | | | | |
| | Revolver | | SOFR + 5.50%, 11.0% Cash | | 02/22 | | 02/28 | | — | | | (6) | | | (8) | | | — | % | | (7) (8) (16) (28) (29) |
| | LLC Units (1,018 units) | | N/A | | 02/22 | | N/A | | | | 107 | | | 228 | | | — | % | | (7) |
| | | | | | | | | | 8,043 | | | 7,983 | | | 8,107 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Kano Laboratories LLC | | Chemicals, Plastics & Rubber | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.5% Cash | | 05/21 | | 11/26 | | 2,833 | | | 2,804 | | | 2,808 | | | 0.2 | % | | (5) (6) (7) (8) (16) (28) (29) |
| | | | | | | | | | 2,833 | | | 2,804 | | | 2,808 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Kid Distro Holdings, LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.8% Cash | | 10/21 | | 10/27 | | 23,419 | | | 23,103 | | | 23,302 | | | 1.8 | % | | (5) (6) (7) (8) (16) |
| | LLC Units (1,062,795.2 units) | | N/A | | 10/21 | | N/A | | | | 1,064 | | | 999 | | | 0.1 | % | | (7) (26) |
| | | | | | | | | | 23,419 | | | 24,167 | | | 24,301 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Kona Buyer, LLC | | High Tech Industries | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash | | 05/21 | | 12/27 | | 12,478 | | | 12,339 | | | 12,478 | | | 1.0 | % | | (5) (7) (8) (16) |
| | | | | | | | | | 12,478 | | | 12,339 | | | 12,478 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| KSLB Holdings, LLC | | Beverage, Food and Tobacco | | First Lien Senior Secured Term Loan | | SOFR + 4.50%, 10.0% Cash | | 05/21 | | 07/25 | | 5,917 | | | 5,771 | | | 5,508 | | | 0.4 | % | | (5) (7) (8) (16) |
| | | | | | | | | | 5,917 | | | 5,771 | | | 5,508 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Lambir Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.4% Cash | | 12/21 | | 12/28 | | 2,372 | | | 2,343 | | | 2,214 | | | 0.2 | % | | (3) (5) (7) (8) (10) (29) |
| | Second Lien Senior Secured Term Loan | | 12.0% PIK | | 12/21 | | 06/29 | | 808 | | | 802 | | | 736 | | | 0.1 | % | | (3) (7) (28) |
| | | | | | | | | | 3,180 | | | 3,145 | | | 2,950 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Lattice Group Holdings Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 05/22 | | 05/29 | | 709 | | | 690 | | | 659 | | | 0.1 | % | | (3) (5) (7) (8) (17) (29) |
| | Revolver | | SOFR + 5.75%, 11.1% Cash | | 05/22 | | 11/28 | | 18 | | | 17 | | | 16 | | | — | % | | (3) (7) (8) (17) (28) (29) |
| | | | | | | | | | 727 | | | 707 | | | 675 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| LeadsOnline, LLC | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | SOFR +5.75%, 11.2% Cash | | 02/22 | | 02/28 | | 10,820 | | | 10,683 | | | 10,712 | | | 0.8 | % | | (5) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 09/23 | | 02/28 | | 5,897 | | | 5,758 | | | 5,859 | | | 0.4 | % | | (5) (7) (8) (16) |
| | Revolver | | SOFR + 5.75%, 11.2% Cash | | 02/22 | | 02/28 | | 510 | | | 458 | | | 490 | | | — | % | | (7) (8) (16) (28) (29) |
| | LLC Units (61,304.4 units) | | N/A | | 02/22 | | N/A | | | | 63 | | | 180 | | | — | % | | (7) |
| | | | | | | | | | 17,227 | | | 16,962 | | | 17,241 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Life Extension Institute, Inc. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 11.0% Cash | | 05/21 | | 02/26 | | 6,826 | | | 6,826 | | | 6,826 | | | 0.5 | % | | (6) (7) (8) (16) |
| | | | | | | | | | 6,826 | | | 6,826 | | | 6,826 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Listrac Bidco Limited | | Health Care | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 11.2% Cash | | 02/23 | | 02/27 | | 1,010 | | | 946 | | | 1,010 | | | 0.1 | % | | (3) (7) (8) (19) (28) |
| | Super Senior Secured Term Loan | | SONIA + 12.00%, 17.2% Cash | | 02/23 | | 08/26 | | 172 | | | 157 | | | 172 | | | — | % | | (3) (7) (8) (19) (28) |
| | Common Stock (255 shares) | | N/A | | 03/23 | | N/A | | | | 494 | | | 900 | | | 0.1 | % | | (3) (7) (26) (28) |
| | | | | | | | | | 1,182 | | | 1,597 | | | 2,082 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| LivTech Purchaser, Inc. | | Business Services | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.6% Cash | | 05/21 | | 12/25 | | 1,527 | | | 1,519 | | | 1,523 | | | 0.1 | % | | (6) (7) (8) (16) (28) |
| | | | | | | | | | 1,527 | | | 1,519 | | | 1,523 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Long Term Care Group, Inc. | | Healthcare | | First Lien Senior Secured Term Loan | | SOFR + 1.00%, 6.3% Cash, 6.0% PIK | | 04/22 | | 09/27 | | 4,319 | | | 4,257 | | | 3,295 | | | 0.3 | % | | (5) (7) (8) (15) |
| | | | | | | | | | 4,319 | | | 4,257 | | | 3,295 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
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) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Marmoutier Holding B.V. | | Consumer Products | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 3.9% Cash, 6.8% PIK | | 12/21 | | 12/28 | | $ | 2,467 | | | $ | 2,437 | | | $ | 1,793 | | | 0.1 | % | | (3) (5) (7) (8) (10) (29) |
| | Revolver | | EURIBOR + 5.75%, 3.9% Cash, 5.8% PIK | | 12/21 | | 12/28 | | 52 | | | 47 | | | 9 | | | — | % | | (3) (7) (8) (10) (28) (29) |
| | | | | | | | | | 2,519 | | | 2,484 | | | 1,802 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Marshall Excelsior Co. | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 11.0% Cash | | 02/22 | | 02/28 | | 5,646 | | | 5,578 | | | 5,465 | | | 0.4 | % | | (5) (7) (8) (16) |
| | Revolver | | SOFR + 5.50%, 11.0% Cash | | 02/22 | | 02/28 | | 1,037 | | | 1,019 | | | 1,000 | | | 0.1 | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 6,683 | | | 6,597 | | | 6,465 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| MC Group Ventures Corporation | | Business Services | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 11.0% Cash | | 07/21 | | 06/27 | | 6,552 | | | 6,459 | | | 6,528 | | | 0.5 | % | | (5) (6) (7) (8) (16) (29) |
| | Partnership Units (560 Units) | | N/A | | 06/21 | | N/A | | | | 560 | | | 584 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 6,552 | | | 7,019 | | | 7,112 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Media Recovery, Inc. (SpotSee) | | Containers, Packaging & Glass | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 11.2% Cash | | 05/21 | | 11/25 | | 890 | | | 974 | | | 857 | | | 0.1 | % | | (5) (7) (8) (18) |
| | | | | | | | | | 890 | | | 974 | | | 857 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Median B.V. | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 11.4% Cash | | 02/22 | | 10/27 | | 6,310 | | | 6,548 | | | 5,711 | | | 0.4 | % | | (3) (5) (8) (19) |
| | | | | | | | | | 6,310 | | | 6,548 | | | 5,711 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Medical Solutions Parent Holdings, Inc. | | Healthcare | | Second Lien Senior Secured Term Loan | | SOFR + 7.00%, 12.5% Cash | | 11/21 | | 11/29 | | 4,421 | | | 4,387 | | | 3,708 | | | 0.3 | % | | (5) (8) (16) |
| | | | | | | | | | 4,421 | | | 4,387 | | | 3,708 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Medplast Holdings, Inc. | | Health Care | | Second Lien Senior Secured Term Loan | | SOFR + 7.75%, 13.2% Cash | | 05/21 | | 07/26 | | 9,325 | | | 8,871 | | | 8,947 | | | 0.7 | % | | (5) (8) (15) |
| | | | | | | | | | 9,325 | | | 8,871 | | | 8,947 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Mercell Holding AS | | Technology | | First Lien Senior Secured Term Loan | | NIBOR + 5.50%, 10.1% Cash | | 08/22 | | 08/29 | | 3,092 | | | 3,138 | | | 3,041 | | | 0.2 | % | | (3) (5) (7) (8) (25) (29) |
| | Class A Units (114.4 units) | | 9.0% PIK | | 08/22 | | N/A | | | | 111 | | | 128 | | | — | % | | (3) (7) (26) (28) |
| | Class B Units (28,943.8 units) | | N/A | | 08/22 | | N/A | | | | — | | | 51 | | | — | % | | (3) (7) (26) (28) |
| | | | | | | | | | 3,092 | | | 3,249 | | | 3,220 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Mertus 522. GmbH | | Health Care | | First Lien Senior Secured Term Loan | | EURIBOR + 7.00%, 10.9% Cash | | 05/21 | | 05/26 | | 3,964 | | | 4,008 | | | 3,627 | | | 0.3 | % | | (3) (5) (7) (8) (11) |
| | | | | | | | | | 3,964 | | | 4,008 | | | 3,627 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Metis BidCo Pty Limited | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | BBSY + 5.25%, 9.7% Cash | | 05/21 | | 04/26 | | 389 | | | 439 | | | 389 | | | — | % | | (3) (5) (7) (13) (28) |
| | | | | | | | | | 389 | | | 439 | | | 389 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| MNS Buyer, Inc. | | Construction and Building | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 11.0% Cash | | 08/21 | | 08/27 | | 905 | | | 893 | | | 901 | | | 0.1 | % | | (5) (7) (8) (15) |
| | Partnership Units (76,923.10 Units) | | N/A | | 08/21 | | N/A | | | | 77 | | | 82 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 905 | | | 970 | | | 983 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Modern Star Holdings Bidco Pty Limited | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | BBSY + 5.50%, 10.3% Cash | | 05/21 | | 12/26 | | 1,956 | | | 1,933 | | | 1,936 | | | 0.1 | % | | (3) (5) (7) (8) (14) (28) (29) |
| | | | | | | | | | 1,956 | | | 1,933 | | | 1,936 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Mold-Rite Plastics, LLC | | Containers, Packaging & Glass | | Second Lien Senior Secured Term Loan | | SOFR + 7.00%, 12.5% Cash | | 09/21 | | 09/29 | | 13,983 | | | 12,858 | | | 5,523 | | | 0.4 | % | | (5) (8) (17) |
| | | | | | | | | | 13,983 | | | 12,858 | | | 5,523 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Moonlight Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 11.6% Cash | | 07/23 | | 07/30 | | 1,894 | | | 1,875 | | | 1,832 | | | 0.1 | % | | (3) (7) (8) (18) (28) (29) |
| | Common Stock (107,714 shares) | | N/A | | 07/23 | | N/A | | | | 138 | | | 1,380 | | | 0.1 | % | | (3) (7) (26) (28) |
| | | | | | | | | | 1,894 | | | 2,013 | | | 3,212 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Murphy Midco Limited | | Media, Diversified & Production | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 10.7% Cash | | 05/21 | | 11/27 | | 751 | | | 795 | | | 751 | | | 0.1 | % | | (3) (5) (7) (8) (19) |
| | | | | | | | | 751 | | | 795 | | | 751 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| | | | | | | | | | | | | | | | | | | | |
| Mercell Holding AS | | Technology | | First Lien Senior Secured Term Loan | | NIBOR + 6.00%, 9.1% Cash | | 08/22 | | 08/29 | | $ | 3,188 | | | $ | 3,126 | | | $ | 3,102 | | | 0.3 | % | | (3) (5) (6) (7) (28) |
| | Class A Units (114.4 units) | | N/A | | 08/22 | | N/A | | | | 111 | | | 116 | | | — | % | | (3) (6) (30) |
| | Class B Units (28,943.8 units) | | N/A | | 08/22 | | N/A | | | | — | | | — | | | — | % | | (3) (6) (30) |
| | | | | | | | | | 3,188 | | | 3,237 | | | 3,218 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Mertus 522. GmbH | | Health Care | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.5% Cash | | 05/21 | | 05/26 | | 3,827 | | | 3,916 | | | 3,368 | | | 0.3 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 3,827 | | | 3,916 | | | 3,368 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Metis BidCo Pty Limited | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | BBSY + 5.25%, 8.5% Cash | | 05/21 | | 04/26 | | 387 | | | 439 | | | 387 | | | — | % | | (3) (5) (6) (15) |
| | | | | | | | | | 387 | | | 439 | | | 387 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| MNS Buyer, Inc. | | Construction & Building | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 9.9% Cash | | 08/21 | | 08/27 | | 912 | | | 897 | | | 835 | | | 0.1 | % | | (5) (6) (7) (8) |
| | Partnership Units (76.92 Units) | | N/A | | 08/21 | | N/A | | | | 77 | | | 54 | | | — | % | | (6) (30) |
| | | | | | | | | | 912 | | | 974 | | | 889 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Modern Star Holdings Bidco Pty Limited | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | BBSY + 6.25%, 9.1% Cash | | 05/21 | | 12/26 | | 784 | | | 858 | | | 768 | | | 0.1 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 784 | | | 858 | | | 768 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Mold-Rite Plastics, LLC | | Containers, Packaging & Glass | | Second Lien Senior Secured Term Loan | | LIBOR + 7.00%, 11.2% Cash | | 09/21 | | 09/29 | | 13,983 | | | 12,725 | | | 10,487 | | | 1.0 | % | | (5) (6) (7) (10) |
| | | | | | | | | | 13,983 | | | 12,725 | | | 10,487 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Murphy Midco Limited | | Media, Diversified & Production | | First Lien Senior Secured Term Loan | | SONIA + 5.00%, 8.2% Cash | | 05/21 | | 11/27 | | 611 | | | 690 | | | 603 | | | 0.1 | % | | (3) (5) (6) (7) (22) |
| | | | | | | | | 611 | | | 690 | | | 603 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Music Reports, Inc. | | Media & Entertainment | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 9.8% Cash | | 05/21 | | 08/26 | | 2,441 | | | 2,411 | | | 2,403 | | | 0.2 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 2,441 | | | 2,411 | | | 2,403 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Napa Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 9.6% Cash | | 03/22 | | 03/28 | | 13,303 | | | 13,767 | | | 11,960 | | | 1.1 | % | | (3) (5) (6) (7) (16) |
| | | | | | | | | | 13,303 | | | 13,767 | | | 11,960 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Narda Acquisitionco., Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.2% Cash | | 12/21 | | 12/27 | | 4,557 | | | 4,489 | | | 4,119 | | | 0.4 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.50%, 10.2% Cash | | 12/21 | | 12/27 | | 106 | | | 91 | | | 4 | | | — | % | | (6) (7) (9) |
| | Class A Preferred Stock (3708.01 shares) | | N/A | | 12/21 | | N/A | | | | 371 | | | 242 | | | — | % | | (6) (30) |
| | Class B Common Stock (412 shares) | | N/A | | 12/21 | | N/A | | | | 41 | | | — | | | — | % | | (6) (30) |
| | | | | | | | | | 4,663 | | | 4,992 | | | 4,365 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Navia Benefit Solutions, Inc. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 9.6% Cash | | 05/21 | | 02/27 | | 4,574 | | | 4,519 | | | 4,497 | | | 0.4 | % | | (5) (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 9.6% Cash | | 11/22 | | 02/27 | | 2,032 | | | 1,983 | | | 1,982 | | | 0.2 | % | | (5) (6) (7) (17) |
| | | | | | | | | | 6,606 | | | 6,502 | | | 6,479 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| NeoxCo | | Internet Software & Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 9.2% Cash | | 05/21 | | 05/25 | | 241 | | | 268 | | | 241 | | | — | % | | (3) (5) (6) (7) (13) |
| | Second Lien Senior Secured Term Loan | | 12.5% PIK | | 05/21 | | 08/25 | | 42 | | | 46 | | | 42 | | | — | % | | (3) (6) |
| | | | | | | | | | 283 | | | 314 | | | 283 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Net Health Acquisition Corp. | | Health Care Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.1% Cash | | 05/21 | | 12/25 | | 3,609 | | | 3,581 | | | 3,581 | | | 0.3 | % | | (5) (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.1% Cash | | 05/21 | | 12/25 | | 7,363 | | | 7,303 | | | 7,305 | | | 0.7 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 10,972 | | | 10,884 | | | 10,886 | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Nexus Underwriting Management Limited | | Other Financial | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 7.4% Cash | | 10/21 | | 10/28 | | $ | 3,853 | | | $ | 4,206 | | | $ | 3,770 | | | 0.3 | % | | (3) (5) (6) (7) (22) |
| | Revolver | | SONIA + 5.25%, 7.4% Cash | | 10/21 | | 04/23 | | 146 | | | 161 | | | 146 | | | — | % | | (3) (6) (7) (22) |
| | | | | | | | | | 3,999 | | | 4,367 | | | 3,916 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Northstar Recycling, LLC | | Environmental Industries | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 10/21 | | 09/27 | | 6,128 | | | 6,028 | | | 6,056 | | | 0.6 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 6,128 | | | 6,028 | | | 6,056 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Novotech Aus Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 5.25%, 8.8% Cash | | 01/22 | | 01/28 | | 3,909 | | | 4,107 | | | 3,815 | | | 0.4 | % | | (3) (5) (6) (7) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 9.6% Cash | | 01/22 | | 01/28 | | 4,177 | | | 4,077 | | | 4,053 | | | 0.4 | % | | (3) (5) (6) (7) (19) |
| | | | | | | | | | 8,086 | | | 8,184 | | | 7,868 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| NPM Investments 28 B.V. | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 8.5% Cash | | 09/22 | | 10/29 | | 4,287 | | | 3,808 | | | 4,167 | | | 0.4 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 4,287 | | | 3,808 | | | 4,167 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| OA Buyer, Inc. | | Healthcare | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.1% Cash | | 12/21 | | 12/28 | | 9,568 | | | 9,398 | | | 9,419 | | | 0.9 | % | | (5) (6) (7) (8) |
| | Revolver | | LIBOR + 5.75%, 10.1% Cash | | 12/21 | | 12/28 | | — | | | (23) | | | (21) | | | — | % | | (6) (7) (8) |
| | Partnership Units (210,920.11 units) | | N/A | | 12/21 | | N/A | | | | 211 | | | 226 | | | — | % | | (6) (30) |
| | | | | | | | | | 9,568 | | | 9,586 | | | 9,624 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| OAC Holdings I Corp | | Automotive | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.0% Cash | | 03/22 | | 03/29 | | 3,621 | | | 3,556 | | | 3,567 | | | 0.3 | % | | (5) (6) (7) (19) |
| | Revolver | | SOFR + 5.00%, 10.0% Cash | | 03/22 | | 03/28 | | 763 | | | 739 | | | 743 | | | 0.1 | % | | (6) (7) (19) |
| | | | | | | | | | 4,384 | | | 4,295 | | | 4,310 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| OG III B.V. | | Containers & Glass Products | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 7.9% Cash | | 06/21 | | 06/28 | | 14,280 | | | 15,517 | | | 13,967 | | | 1.3 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 14,280 | | | 15,517 | | | 13,967 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Omni Intermediate Holdings, LLC | | Transportation | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.7% Cash | | 05/21 | | 12/26 | | 16,708 | | | 16,501 | | | 16,375 | | | 1.5 | % | | (5) (6) (7) (18) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.7% Cash | | 06/22 | | 12/26 | | 4,798 | | | 4,692 | | | 4,702 | | | 0.4 | % | | (5) (6) (7) (18) |
| | | | | | | | | | 21,506 | | | 21,193 | | | 21,077 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Options Technology Ltd. | | Computer Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.0% Cash | | 05/21 | | 12/25 | | 8,530 | | | 8,404 | | | 8,361 | | | 0.8 | % | | (3) (5) (6) (7) (10) |
| | | | | | | | | | 8,530 | | | 8,404 | | | 8,361 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Oracle Vision Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 4.75%, 7.7% Cash | | 06/21 | | 05/28 | | 1,334 | | | 1,527 | | | 1,334 | | | 0.1 | % | | (3) (5) (6) (7) (22) |
| | | | | | | | | | 1,334 | | | 1,527 | | | 1,334 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Origin Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 7.7% Cash | | 06/21 | | 06/28 | | 354 | | | 395 | | | 342 | | | — | % | | (3) (5) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 06/21 | | 06/28 | | 597 | | | 584 | | | 577 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 951 | | | 979 | | | 919 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| OSP Hamilton Purchaser, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.2% Cash | | 12/21 | | 12/27 | | 2,258 | | | 2,219 | | | 2,190 | | | 0.2 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.5% Cash | | 12/22 | | 12/27 | | 2,274 | | | 2,206 | | | 2,206 | | | 0.2 | % | | (5) (6) (7) (18) |
| | Revolver | | LIBOR + 6.00%, 10.2% Cash | | 12/21 | | 12/27 | | — | | | (3) | | | (6) | | | — | % | | (6) (7) (9) |
| | LP Units (60,040 units) | | N/A | | 07/22 | | N/A | | | | 208 | | | 221 | | | — | % | | (6) (30) |
| | | | | | | | | | 4,532 | | | 4,630 | | | 4,611 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Panoche Energy Center LLC | | Electric | | First Lien Senior Secured Bond | | 6.9% Cash | | 07/22 | | 07/29 | | 4,924 | | | 4,430 | | | 4,628 | | | 0.4 | % | | (6) |
| | | | | | | | | | 4,924 | | | 4,430 | | | 4,628 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Music Reports, Inc. | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.5% Cash | | 05/21 | | 08/26 | | $ | 2,441 | | | $ | 2,418 | | | $ | 2,427 | | | 0.2 | % | | (6) (7) (8) (16) |
| | | | | | | | | | 2,441 | | | 2,418 | | | 2,427 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Napa Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 5.50%, 9.9% Cash | | 03/22 | | 03/28 | | 13,386 | | | 13,830 | | | 12,917 | | | 1.0 | % | | (3) (5) (7) (8) (13) |
| | | | | | | | | | 13,386 | | | 13,830 | | | 12,917 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Narda Acquisitionco., Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.5% Cash | | 12/21 | | 12/27 | | 4,511 | | | 4,455 | | | 4,485 | | | 0.3 | % | | (6) (7) (8) (16) |
| | Revolver | | SOFR + 5.00%, 10.5% Cash | | 12/21 | | 12/27 | | — | | | (12) | | | (6) | | | — | % | | (7) (8) (16) (28) (29) |
| | Class A Preferred Stock (3,708.10 shares) | | N/A | | 12/21 | | N/A | | | | 371 | | | 433 | | | — | % | | (7) (26) (28) |
| | Class B Common Stock (412 shares) | | N/A | | 12/21 | | N/A | | | | 41 | | | 185 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 4,511 | | | 4,855 | | | 5,097 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Navia Benefit Solutions, Inc. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SOFR + 2.00%, 7.4% Cash, 3.0% PIK | | 05/21 | | 02/27 | | 4,947 | | | 4,861 | | | 4,860 | | | 0.4 | % | | (7) (8) (15) (28) |
| | First Lien Senior Secured Term Loan | | SOFR + 2.00%, 7.4% Cash, 3.0% PIK | | 11/22 | | 02/27 | | 2,017 | | | 1,979 | | | 1,982 | | | 0.2 | % | | (5) (7) (8) (15) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 05/21 | | 02/27 | | 4,527 | | | 4,488 | | | 4,448 | | | 0.3 | % | | (6) (7) (8) (15) (28) |
| | | | | | | | | | 11,491 | | | 11,328 | | | 11,290 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| NAW Buyer LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 09/23 | | 09/29 | | 11,446 | | | 10,951 | | | 10,973 | | | 0.8 | % | | (5) (7) (8) (16) (29) |
| | Revolver | | SOFR + 5.75%, 11.1% Cash | | 09/23 | | 09/29 | | 461 | | | 406 | | | 408 | | | — | % | | (7) (8) (16) (28) (29) |
| | LLC Units (575,248 units) | | N/A | | 09/23 | | N/A | | | | 575 | | | 575 | | | — | % | | (7) (26) |
| | | | | | | | | | 11,907 | | | 11,932 | | | 11,956 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| NeoxCo | | Internet Software & Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.5% Cash | | 01/23 | | 01/30 | | 2,145 | | | 2,041 | | | 2,090 | | | 0.2 | % | | (3) (5) (7) (8) (11) (29) |
| | | | | | | | | | 2,145 | | | 2,041 | | | 2,090 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Net Health Acquisition Corp. | | Health Care Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 05/21 | | 12/25 | | 10,848 | | | 10,820 | | | 10,653 | | | 0.8 | % | | (6) (7) (8) (15) |
| | | | | | | | | | 10,848 | | | 10,820 | | | 10,653 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Next Holdco, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.3% Cash | | 11/23 | | 11/30 | | 15,336 | | | 15,021 | | | 15,016 | | | 1.1 | % | | (5) (7) (8) (15) (29) |
| | Revolver | | SOFR + 6.00%, 11.3% Cash | | 11/23 | | 11/29 | | — | | | (34) | | | (35) | | | — | % | | (7) (8) (15) (28) (29) |
| | | | | | | | | | 15,336 | | | 14,987 | | | 14,981 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| NF Holdco, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.8% | | 03/23 | | 03/29 | | 5,511 | | | 5,361 | | | 5,387 | | | 0.4 | % | | (7) (8) (16) (28) |
| | Revolver | | SOFR + 6.50%, 11.8% Cash | | 03/23 | | 03/29 | | 592 | | | 553 | | | 558 | | | — | % | | (7) (8) (16) (28) (29) |
| | LLC Units (856,053 units) | | N/A | | 03/23 | | N/A | | | | 882 | | | 847 | | | 0.1 | % | | (7) (26) (28) |
| | | | | | | | | | 6,103 | | | 6,796 | | | 6,792 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Northstar Recycling, LLC | | Environmental Industries | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash | | 10/21 | | 09/27 | | 6,066 | | | 5,985 | | | 6,026 | | | 0.5 | % | | (6) (7) (8) (16) |
| | | | | | | | | | 6,066 | | | 5,985 | | | 6,026 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Novotech Aus Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 11.1% Cash | | 01/22 | | 01/28 | | 8,150 | | | 8,004 | | | 8,080 | | | 0.6 | % | | (3) (5) (7) (8) (17) (29) |
| | | | | | | | | | 8,150 | | | 8,004 | | | 8,080 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| NPM Investments 28 B.V. | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.9% Cash | | 09/22 | | 10/29 | | 1,344 | | | 1,145 | | | 1,307 | | | 0.1 | % | | (3) (5) (7) (8) (10) (29) |
| | | | | | | | | | 1,344 | | | 1,145 | | | 1,307 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Panther Bidco Pty Ltd (Junior Adventures Group) | | Consumer Services | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 9.4% Cash | | 05/21 | | 06/24 | | $ | 656 | | | $ | 745 | | | $ | 628 | | | 0.1 | % | | (3) (5) (6) (16) |
| | | | | | | | | | 656 | | | 745 | | | 628 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Pare SAS (SAS Maurice MARLE) | | Health Care Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 7.1% Cash, 0.75% PIK | | 05/21 | | 12/26 | | 527 | | | 591 | | | 511 | | | — | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 9.6% Cash | | 11/22 | | 10/26 | | 4,900 | | | 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 Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 8.5% Cash | | 05/21 | | 02/27 | | 378 | | | 424 | | | 360 | | | — | % | | (3) (5) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.75%, 11.4% Cash | | 05/21 | | 02/27 | | 443 | | | 439 | | | 421 | | | — | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 821 | | | 863 | | | 781 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| PDQ.Com Corporation | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.4% Cash | | 08/21 | | 08/27 | | 16,981 | | | 16,670 | | | 16,738 | | | 1.5 | % | | (5) (6) (7) (9) |
| | Class A-2 Partnership Units (86.4 units) | | N/A | | 08/21 | | N/A | | | | 86 | | | 124 | | | — | % | | (6) (30) |
| | | | | | | | | | 16,981 | | | 16,756 | | | 16,862 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| PEGASUS TRANSTECH HOLDING, LLC | | Trucking | | First Lien Senior Secured Term Loan | | LIBOR + 6.75%, 11.1% Cash | | 05/21 | | 11/24 | | 9,981 | | | 9,951 | | | 9,622 | | | 0.9 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 9,981 | | | 9,951 | | | 9,622 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Perforce Software, Inc. | | Internet Software & Services | | Second Lien Senior Secured Term Loan | | LIBOR + 8.00%, 12.4% Cash | | 05/21 | | 07/27 | | 6,497 | | | 6,434 | | | 6,348 | | | 0.6 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 6,497 | | | 6,434 | | | 6,348 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Perimeter Master Note Business Trust | | Credit Card ABS | | Structured Secured Note - Class A | | 4.7% Cash | | 05/22 | | 05/27 | | 182 | | | 182 | | | 165 | | | — | % | | (3) (6) |
| | Structured Secured Note - Class B | | 5.4% Cash | | 05/22 | | 05/27 | | 182 | | | 182 | | | 162 | | | — | % | | (3) (6) |
| | Structured Secured Note - Class C | | 5.9% Cash | | 05/22 | | 05/27 | | 182 | | | 182 | | | 157 | | | — | % | | (3) (6) |
| | Structured Secured Note - Class D | | 8.5% Cash | | 05/22 | | 05/27 | | 181 | | | 181 | | | 158 | | | — | % | | (3) (6) |
| | Structured Secured Note - Class E | | 11.4% Cash | | 05/22 | | 05/27 | | 9,273 | | | 9,273 | | | 8,154 | | | 0.7 | % | | (3) (6) |
| | | | | | | | | | 10,000 | | | 10,000 | | | 8,796 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Permaconn BidCo Pty Ltd | | Tele-
communications | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 9.1% Cash | | 12/21 | | 12/27 | | 7,569 | | | 7,805 | | | 7,430 | | | 0.7 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 7,569 | | | 7,805 | | | 7,430 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Polara Enterprises, L.L.C. | | Capital Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.6% Cash | | 12/21 | | 12/27 | | 4,200 | | | 4,129 | | | 4,132 | | | 0.4 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 9.2% Cash | | 06/22 | | 12/27 | | 2,577 | | | 2,530 | | | 2,535 | | | 0.2 | % | | (5) (6) (7) (18) |
| | Revolver | | LIBOR + 4.75%, 9.6% Cash | | 12/21 | | 12/27 | | — | | | (16) | | | (15) | | | — | % | | (6) (7) (9) |
| | Partnership Units (7,408.6 units) | | N/A | | 12/21 | | N/A | | | | 741 | | | 823 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 6,777 | | | 7,384 | | | 7,475 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Policy Services Company, LLC | | Property & Casualty Insurance | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 8.8% Cash, 4.0% PIK | | 12/21 | | 06/26 | | 51,948 | | | 50,457 | | | 50,748 | | | 4.7 | % | | (6) (7) (9) |
| | Warrants - Class A (2.6774 units) | | N/A | | 12/21 | | N/A | | | | — | | | 459 | | | — | % | | (5) (6) (30) |
| | Warrants - Class B (0.9036 units) | | N/A | | 12/21 | | N/A | | | | — | | | 155 | | | — | % | | (5) (6) (30) |
| | Warrants - Class CC (0.0929 units) | | N/A | | 12/21 | | N/A | | | | — | | | — | | | — | % | | (5) (6) (30) |
| | Warrants - Class D (0.2586 units) | | N/A | | 12/21 | | N/A | | | | — | | | 44 | | | — | % | | (5) (6) (30) |
| | | | | | | | | | 51,948 | | | 50,457 | | | 51,406 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Premium Franchise Brands, LLC | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 9.9% Cash | | 05/21 | | 12/26 | | 24,659 | | | 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) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| OA Buyer, Inc. | | Healthcare | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 12/21 | | 12/28 | | $ | 9,471 | | | $ | 9,327 | | | $ | 9,387 | | | 0.7 | % | | (6) (7) (8) (15) |
| | Revolver | | SOFR + 5.50%, 10.9% Cash | | 12/21 | | 12/28 | | — | | | (19) | | | (12) | | | — | % | | (7) (8) (15) (28) (29) |
| | Partnership Units (210,920.11 units) | | N/A | | 12/21 | | N/A | | | | 211 | | | 276 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 9,471 | | | 9,519 | | | 9,651 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| OAC Holdings I Corp | | Automotive | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.5% Cash | | 03/22 | | 03/29 | | 3,575 | | | 3,520 | | | 3,454 | | | 0.3 | % | | (6) (7) (8) (16) |
| | Revolver | | SOFR + 5.00%, 10.5% Cash | | 03/22 | | 03/28 | | — | | | (20) | | | (47) | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 3,575 | | | 3,500 | | | 3,407 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Ocelot Holdco LLC | | Construction Machinery | | Super Senior Takeback Loan | | 10.0% Cash | | 10/23 | | 10/27 | | 171 | | | 171 | | | 171 | | | — | % | | (7) (28) |
| | Takeback Term Loan | | 10.0% Cash | | 10/23 | | 10/27 | | 917 | | | 917 | | | 917 | | | 0.1 | % | | (7) (28) |
| | Preferred Stock (76.2 shares) | | 15.0% PIK | | 10/23 | | N/A | | | | 488 | | | 652 | | | — | % | | (7) (28) |
| | Common Stock (58.3 shares) | | N/A | | 10/23 | | N/A | | | | — | | | — | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 1,088 | | | 1,576 | | | 1,740 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Ocular Therapeutix, Inc. | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | SOFR + 6.75%, 12.1% Cash | | 08/23 | | 07/29 | | 7,859 | | | 7,635 | | | 7,624 | | | 0.6 | % | | (3) (7) (8) (15) (28) |
| | | | | | | | | | 7,859 | | | 7,635 | | | 7,624 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| OG III B.V. | | Containers & Glass Products | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.7% Cash | | 06/21 | | 06/28 | | 15,451 | | | 16,223 | | | 14,972 | | | 1.1 | % | | (3) (5) (7) (8) (10) |
| | | | | | | | | | 15,451 | | | 16,223 | | | 14,972 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Omni Intermediate Holdings, LLC | | Transportation | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.5% Cash | | 05/21 | | 12/26 | | 19,869 | | | 19,707 | | | 18,776 | | | 1.4 | % | | (5) (6) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.5% Cash | | 06/22 | | 12/26 | | 4,944 | | | 4,866 | | | 4,628 | | | 0.4 | % | | (5) (6) (7) (8) (16) (29) |
| | | | | | | | | | 24,813 | | | 24,573 | | | 23,404 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Options Technology Ltd. | | Computer Services | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.2% Cash | | 05/21 | | 12/25 | | 8,446 | | | 8,373 | | | 8,378 | | | 0.6 | % | | (3) (5) (6) (7) (8) (17) |
| | | | | | | | | | 8,446 | | | 8,373 | | | 8,378 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Oracle Vision Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 4.75%, 9.9% Cash | | 06/21 | | 05/28 | | 1,414 | | | 1,533 | | | 1,414 | | | 0.1 | % | | (3) (5) (7) (8) (19) |
| | | | | | | | | | 1,414 | | | 1,533 | | | 1,414 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Origin Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 9.2% Cash | | 06/21 | | 06/28 | | 327 | | | 354 | | | 326 | | | — | % | | (3) (5) (7) (8) (10) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.7% Cash | | 06/21 | | 06/28 | | 533 | | | 523 | | | 531 | | | — | % | | (3) (5) (7) (8) (16) |
| | | | | | | | | | 860 | | | 877 | | | 857 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ORTEC INTERNATIONAL NEWCO B.V. | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.7% Cash | | 12/23 | | 12/30 | | 5,049 | | | 4,865 | | | 4,923 | | | 0.4 | % | | (3) (5) (7) (8) (10) |
| | | | | | | | | | 5,049 | | | 4,865 | | | 4,923 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| OSP Hamilton Purchaser, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.5% Cash | | 12/21 | | 12/29 | | 18,464 | | | 18,172 | | | 18,095 | | | 1.4 | % | | (5) (6) (7) (8) (16) (28) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.5% Cash | | 03/23 | | 12/29 | | — | | | (104) | | | (106) | | | — | % | | (5) (7) (8) (16) (29) |
| | | | | | | | | | | | | | | | | | |
| | Revolver | | SOFR + 6.00%, 11.5% Cash | | 12/21 | | 12/29 | | — | | | (35) | | | (32) | | | — | % | | (7) (8) (16) (28) (29) |
| | LP Units (315,147 units) | | N/A | | 07/22 | | N/A | | | | 315 | | | 315 | | | — | % | | (7) |
| | | | | | | | | | 18,464 | | | 18,348 | | | 18,272 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Panoche Energy Center LLC | | Electric | | First Lien Senior Secured Bond | | 6.9% Cash | | 07/22 | | 07/29 | | 4,355 | | | 3,970 | | | 4,224 | | | 0.3 | % | | (7) (28) |
| | | | | | | | | | 4,355 | | | 3,970 | | | 4,224 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Premium Invest | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.5% Cash | | 06/21 | | 06/28 | | $ | 4,482 | | | $ | 4,716 | | | $ | 4,482 | | | 0.4 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 4,482 | | | 4,716 | | | 4,482 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Preqin MC Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 8.6% Cash | | 08/21 | | 07/28 | | 2,500 | | | 2,437 | | | 2,438 | | | 0.2 | % | | (3) (5) (6) (7) (10) |
| | | | | | | | | | 2,500 | | | 2,437 | | | 2,438 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Professional Datasolutions, Inc. (PDI) | | Application Software | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 8.7% Cash | | 05/21 | | 10/24 | | 11,759 | | | 11,722 | | | 11,300 | | | 1.0 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 11,759 | | | 11,722 | | | 11,300 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ProfitOptics, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 9.6% Cash | | 03/22 | | 03/28 | | 659 | | | 648 | | | 650 | | | 0.1 | % | | (5) (6) (7) (10) |
| | Revolver | | LIBOR + 5.75%, 9.6% Cash | | 03/22 | | 03/28 | | — | | | (3) | | | (3) | | | — | % | | (6) (7) (10) |
| | Second Lien Senior Subordinated Term Loan | | 8.0% Cash | | 03/22 | | 03/29 | | 32 | | | 32 | | | 30 | | | — | % | | (6) |
| | LLC Units (96,774.2 units) | | N/A | | 03/22 | | N/A | | | | 65 | | | 69 | | | — | % | | (6) (30) |
| | | | | | | | | | 691 | | | 742 | | | 746 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Protego Bidco B.V. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 7.7% Cash | | 05/21 | | 03/28 | | 468 | | | 509 | | | 439 | | | — | % | | (3) (5) (6) (7) (13) |
| | Revolver | | EURIBOR + 5.25%, 7.1% Cash | | 05/21 | | 03/27 | | 127 | | | 139 | | | 123 | | | — | % | | (3) (6) (7) (13) |
| | | | | | | | | | 595 | | | 648 | | | 562 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| PSP Intermediate 4, LLC | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 7.3% Cash | | 05/22 | | 05/29 | | 872 | | | 825 | | | 829 | | | 0.1 | % | | (3) (5) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 10.0% Cash | | 05/22 | | 05/29 | | 866 | | | 844 | | | 842 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 1,738 | | | 1,669 | | | 1,671 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| QPE7 SPV1 BidCo Pty Ltd | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | BBSY + 5.50%, 8.6% Cash | | 09/21 | | 09/26 | | 4,711 | | | 4,843 | | | 4,521 | | | 0.4 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 4,711 | | | 4,843 | | | 4,521 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Questel Unite | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 8.5% Cash | | 05/21 | | 12/27 | | 1,887 | | | 1,995 | | | 1,754 | | | 0.2 | % | | (3) (5) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 11.0% Cash | | 05/21 | | 12/27 | | 1,000 | | | 989 | | | 971 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 2,887 | | | 2,984 | | | 2,725 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| R1 Holdings, LLC | | Transportation | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 10.8% Cash | | 12/22 | | 12/28 | | 10,304 | | | 9,873 | | | 9,873 | | | 0.9 | % | | (5) (6) (7) (18) |
| | Revolver | | SOFR + 6.25%, 10.8% Cash | | 12/22 | | 12/28 | | 472 | | | 403 | | | 403 | | | — | % | | (6) (7) (18) |
| | | | | | | | | | 10,776 | | | 10,276 | | | 10,276 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Randys Holdings, Inc. | | Automobile Manufacturers | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 10.6% Cash | | 11/22 | | 10/28 | | 16,547 | | | 15,909 | | | 15,885 | | | 1.5 | % | | (5) (6) (7) (18) |
| | Revolver | | SOFR + 6.50%, 10.6% Cash | | 11/22 | | 10/28 | | 367 | | | 299 | | | 297 | | | — | % | | (6) (7) (18) |
| | Partnership Units (6,667 units) | | N/A | | 11/22 | | N/A | | | | 667 | | | 667 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 16,914 | | | 16,875 | | | 16,849 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Recovery Point Systems, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.50%, 10.3% Cash | | 05/21 | | 07/26 | | 2,429 | | | 2,429 | | | 2,400 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,429 | | | 2,429 | | | 2,400 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Renaissance Holding Corp. | | Application Software | | Second Lien Senior Secured Term Loan | | LIBOR + 7.00%, 11.4% Cash | | 05/21 | | 05/26 | | 9,325 | | | 9,306 | | | 8,622 | | | 0.8 | % | | (5) (7) (8) |
| | | | | | | | | | 9,325 | | | 9,306 | | | 8,622 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Renovation Parent Holdings, LLC | | Home Furnishings | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 5.50% Cash | | 11/21 | | 11/27 | | 14,417 | | | 14,117 | | | 13,668 | | | 1.3 | % | | (5) (6) (7) (9) |
| | Partnership Equity (592,105.3 units) | | N/A | | 11/21 | | N/A | | | | 592 | | | 456 | | | — | % | | (6) (30) |
| | | | | | | | | | 14,417 | | | 14,709 | | | 14,124 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Pare SAS (SAS Maurice MARLE) | | Health Care Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 9.2% Cash, 0.8% PIK | | 05/21 | | 12/26 | | $ | 551 | | | $ | 597 | | | $ | 544 | | | — | % | | (3) (5) (7) (8) (11) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.6% Cash | | 11/22 | | 10/26 | | 4,900 | | | 4,752 | | | 4,816 | | | 0.4 | % | | (3) (5) (7) (8) (16) (29) |
| | | | | | | | | | 5,451 | | | 5,349 | | | 5,360 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Parkview Dental Holdings LLC | | Healthcare | | First Lien Senior Secured Term Loan | | SOFR + 8.30%, 13.6% Cash | | 10/23 | | 10/29 | | 624 | | | 606 | | | 605 | | | — | % | | (7) (8) (16) (28) (29) |
| | LLC Units (29,762 units) | | N/A | | 10/23 | | N/A | | | | 298 | | | 298 | | | — | % | | (7) (26) |
| | | | | | | | | | 624 | | | 904 | | | 903 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Patriot New Midco 1 Limited (Forensic Risk Alliance) | | Diversified Financial Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 10.7% Cash | | 05/21 | | 02/27 | | 317 | | | 344 | | | 310 | | | — | % | | (3) (5) (7) (8) (10) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.75%, 12.3% Cash | | 05/21 | | 02/27 | | 381 | | | 379 | | | 374 | | | — | % | | (3) (5) (7) (8) (16) |
| | | | | | | | | | 698 | | | 723 | | | 684 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| PDQ.Com Corporation | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | SOFR + 5.21%, 10.7% Cash | | 08/21 | | 08/27 | | 12,953 | | | 12,752 | | | 12,953 | | | 1.0 | % | | (5) (6) (7) (8) (16) (29) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 10/23 | | 08/27 | | 3,061 | | | 2,928 | | | 2,921 | | | 0.2 | % | | (5) (7) (8) (16) (29) |
| | Class A-2 Partnership Units (86.4 units) | | N/A | | 08/21 | | N/A | | | | 86 | | | 131 | | | — | % | | (7) (28) |
| | | | | | | | | | 16,014 | | | 15,766 | | | 16,005 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| PEGASUS TRANSTECH HOLDING, LLC | | Trucking | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.4% Cash | | 05/21 | | 11/26 | | 7,637 | | | 7,626 | | | 7,637 | | | 0.6 | % | | (5) (7) (8) (16) |
| | | | | | | | | | 7,637 | | | 7,626 | | | 7,637 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Perforce Software, Inc. | | Internet Software & Services | | Second Lien Senior Secured Term Loan | | SOFR + 8.00%, 13.5% Cash | | 05/21 | | 07/27 | | 6,497 | | | 6,446 | | | 6,497 | | | 0.5 | % | | (5) (7) (8) (15) |
| | | | | | | | | | 6,497 | | | 6,446 | | | 6,497 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Perimeter Master Note Business Trust | | Credit Card ABS | | Structured Secured Note - Class A | | 4.7% Cash | | 05/22 | | 05/27 | | 182 | | | 182 | | | 172 | | | — | % | | (3) (7) (28) |
| | Structured Secured Note - Class B | | 5.4% Cash | | 05/22 | | 05/27 | | 182 | | | 182 | | | 173 | | | — | % | | (3) (7) (28) |
| | Structured Secured Note - Class C | | 5.9% Cash | | 05/22 | | 05/27 | | 182 | | | 182 | | | 167 | | | — | % | | (3) (7) (28) |
| | Structured Secured Note - Class D | | 8.5% Cash | | 05/22 | | 05/27 | | 182 | | | 182 | | | 166 | | | — | % | | (3) (7) (28) |
| | Structured Secured Note - Class E | | 11.4% Cash | | 05/22 | | 05/27 | | 9,274 | | | 9,274 | | | 8,503 | | | 0.7 | % | | (3) (7) (28) |
| | | | | | | | | | 10,002 | | | 10,002 | | | 9,181 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Permaconn BidCo Pty Ltd | | Tele-communications | | First Lien Senior Secured Term Loan | | BBSY + 6.25%, 10.7% Cash | | 12/21 | | 07/29 | | 7,616 | | | 7,354 | | | 7,473 | | | 0.6 | % | | (3) (5) (7) (8) (13) (28) |
| | | | | | | | | | 7,616 | | | 7,354 | | | 7,473 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Polara Enterprises, L.L.C. | | Capital Equipment | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.2% Cash | | 12/21 | | 12/27 | | 3,818 | | | 3,765 | | | 3,819 | | | 0.3 | % | | (6) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.2% Cash | | 06/22 | | 12/27 | | 2,551 | | | 2,513 | | | 2,551 | | | 0.2 | % | | (6) (7) (8) (16) |
| | Revolver | | SOFR + 4.75%, 10.2% Cash | | 12/21 | | 12/27 | | — | | | (13) | | | — | | | — | % | | (7) (8) (16) (28) (29) |
| | Partnership Units (7,408.6 units) | | N/A | | 12/21 | | N/A | | | | 741 | | | 1,285 | | | 0.1 | % | | (7) |
| | | | | | | | | | 6,369 | | | 7,006 | | | 7,655 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Policy Services Company, LLC | | Property & Casualty Insurance | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.6% Cash, 4.0% PIK | | 12/21 | | 06/26 | | 53,736 | | | 52,635 | | | 52,850 | | | 4.0 | % | | (7) (8) (16) (28) |
| | Warrants - Class A (2.6774 units) | | N/A | | 12/21 | | N/A | | | | — | | | 1,357 | | | 0.1 | % | | (5) (7) (26) |
| | Warrants - Class B (0.9036 units) | | N/A | | 12/21 | | N/A | | | | — | | | 458 | | | — | % | | (5) (7) (26) |
| | Warrants - Class CC (0.0929 units) | | N/A | | 12/21 | | N/A | | | | — | | | — | | | — | % | | (5) (7) (26) |
| | Warrants - Class D (0.2586 units) | | N/A | | 12/21 | | N/A | | | | — | | | 131 | | | — | % | | (5) (7) (26) |
| | | | | | | | | | 53,736 | | | 52,635 | | | 54,796 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| REP SEKO MERGER SUB LLC | | Air Freight & Logistics | | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 6.6% Cash | | 05/21 | | 12/26 | | $ | 5,866 | | | $ | 6,293 | | | $ | 5,793 | | | 0.5 | % | | (5) (6) (7) (11) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 4.75%, 6.6% Cash | | 06/22 | | 12/26 | | 13,780 | | | 13,331 | | | 13,608 | | | 1.3 | % | | (5) (6) (7) (11) |
| | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 05/21 | | 12/26 | | 7,858 | | | 7,841 | | | 7,754 | | | 0.7 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 27,504 | | | 27,465 | | | 27,155 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Resonetics, LLC | | Health Care Equipment | | Second Lien Senior Secured Term Loan | | LIBOR + 7.00%, 11.7% Cash | | 05/21 | | 04/29 | | 10,304 | | | 10,126 | | | 10,088 | | | 0.9 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 10,304 | | | 10,126 | | | 10,088 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| RevSpring, Inc. | | Business Services | | Second Lien Senior Secured Term Loan | | LIBOR + 8.25%, 13.0% Cash | | 05/21 | | 10/26 | | 2,556 | | | 2,516 | | | 2,556 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,556 | | | 2,516 | | | 2,556 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Reward Gateway (UK) Ltd | | Precious Metals & Minerals | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 8.4% Cash | | 08/21 | | 06/28 | | 12,084 | | | 13,594 | | | 11,897 | | | 1.1 | % | | (3) (5) (6) (7) (22) |
| | | | | | | | | | 12,084 | | | 13,594 | | | 11,897 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Riedel Beheer B.V. | | Food & Beverage | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 8.5% Cash | | 12/21 | | 12/28 | | 2,213 | | | 2,248 | | | 2,162 | | | 0.2 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 2,213 | | | 2,248 | | | 2,162 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ROI Solutions LLC | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 9.2% Cash | | 05/21 | | 08/24 | | 8,466 | | | 8,466 | | | 8,466 | | | 0.8 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 8,466 | | | 8,466 | | | 8,466 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Royal Buyer, LLC | | Industrial Other | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.4% Cash | | 08/22 | | 08/28 | | 14,725 | | | 14,388 | | | 14,411 | | | 1.3 | % | | (5) (6) (7) (18) |
| | Revolver | | SOFR + 6.00%, 10.4% Cash | | 08/22 | | 08/28 | | 544 | | | 499 | | | 502 | | | — | % | | (6) (7) (18) |
| | | | | | | | | | 15,269 | | | 14,887 | | | 14,913 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| RPX Corporation | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 9.9% Cash | | 05/21 | | 10/25 | | 17,082 | | | 16,867 | | | 16,740 | | | 1.5 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 17,082 | | | 16,867 | | | 16,740 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Safety Products Holdings, LLC | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.2% Cash | | 05/21 | | 12/26 | | 5,377 | | | 5,296 | | | 5,306 | | | 0.5 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 11.2% Cash | | 05/21 | | 09/23 | | 159 | | | 135 | | | 121 | | | — | % | | (5) (6) (7) (9) |
| | | | | | | | | | 5,536 | | | 5,431 | | | 5,427 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Sandvine Corporation | | Communications Equipment | | Second Lien Senior Secured Term Loan | | LIBOR + 8.00%, 12.4% Cash | | 05/21 | | 11/26 | | 8,685 | | | 8,660 | | | 8,546 | | | 0.8 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 8,685 | | | 8,660 | | | 8,546 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Sanoptis S.A.R.L. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 8.2% Cash | | 06/22 | | 07/29 | | 11,066 | | | 10,330 | | | 10,610 | | | 1.0 | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | SARON + 5.50%, 5.9% Cash | | 06/22 | | 07/29 | | 3,996 | | | 3,757 | | | 3,886 | | | 0.4 | % | | (3) (5) (6) (7) (27) |
| | | | | | | | | | 15,062 | | | 14,087 | | | 14,496 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Scaled Agile, Inc. | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.2% Cash | | 12/21 | | 12/28 | | 1,735 | | | 1,701 | | | 1,716 | | | 0.2 | % | | (5) (6) (7) (18) |
| | Revolver | | SOFR + 5.50%, 10.2% Cash | | 12/21 | | 12/28 | | — | | | (6) | | | (3) | | | — | % | | (6) (7) (18) |
| | | | | | | | | | 1,735 | | | 1,695 | | | 1,713 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Scout Bidco B.V. | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.0% Cash | | 05/22 | | 03/29 | | 3,243 | | | 3,143 | | | 3,155 | | | 0.3 | % | | (3) (5) (6) (7) (12) |
| | Revolver | | EURIBOR + 6.00%, 8.0% Cash | | 05/22 | | 03/29 | | — | | | (12) | | | (10) | | | — | % | | (3) (6) (7) (12) |
| | | | | | | | | | 3,243 | | | 3,131 | | | 3,145 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Sereni Capital NV | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.2% Cash | | 05/22 | | 11/28 | | 358 | | | 331 | | | 348 | | | — | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 8.2% Cash | | 05/22 | | 05/29 | | 490 | | | 479 | | | 479 | | | — | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 848 | | | 810 | | | 827 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Premium Franchise Brands, LLC | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | SOFR + 6.75%, 12.5% Cash | | 05/21 | | 12/26 | | $ | 24,408 | | | $ | 24,128 | | | $ | 24,252 | | | 1.9 | % | | (5) (6) (7) (8) (16) |
| | | | | | | | | | 24,408 | | | 24,128 | | | 24,252 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Premium Invest | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.5% Cash | | 06/21 | | 12/30 | | 7,001 | | | 6,633 | | | 6,773 | | | 0.5 | % | | (3) (5) (7) (8) (11) (29) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 10.5% Cash | | 06/21 | | 06/28 | | — | | | (119) | | | — | | | — | % | | (3) (5) (7) (8) (11) (29) |
| | | | | | | | | | 7,001 | | | 6,514 | | | 6,773 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Preqin MC Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 11.0% Cash | | 08/21 | | 07/28 | | 2,500 | | | 2,446 | | | 2,490 | | | 0.2 | % | | (3) (5) (7) (8) (17) |
| | | | | | | | | | 2,500 | | | 2,446 | | | 2,490 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Process Insights Acquisition, Inc. | | Electronics | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 07/23 | | 07/29 | | 2,953 | | | 2,859 | | | 2,928 | | | 0.2 | % | | (5) (7) (8) (16) (29) |
| | Revolver | | SOFR + 6.25%, 11.6% Cash | | 07/23 | | 07/29 | | — | | | (31) | | | (8) | | | — | % | | (7) (8) (16) (28) (29) |
| | Common Stock (368 shares) | | N/A | | 07/23 | | N/A | | | | 368 | | | 445 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 2,953 | | | 3,196 | | | 3,365 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Professional Datasolutions, Inc. (PDI) | | Application Software | | First Lien Senior Secured Term Loan | | SOFR + 4.50%, 10.1% Cash | | 05/21 | | 10/24 | | 11,637 | | | 11,620 | | | 11,503 | | | 0.9 | % | | (5) (7) (8) (16) |
| | | | | | | | | | 11,637 | | | 11,620 | | | 11,503 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ProfitOptics, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.5% Cash | | 03/22 | | 03/28 | | 654 | | | 644 | | | 654 | | | 0.1 | % | | (5) (7) (8) (17) |
| | Revolver | | SOFR + 5.75%, 11.5% Cash | | 03/22 | | 03/28 | | 110 | | | 107 | | | 110 | | | — | % | | (7) (8) (17) (28) (29) |
| | Senior Subordinated Term Loan | | 8.0% Cash | | 03/22 | | 03/29 | | 32 | | | 32 | | | 29 | | | — | % | | (7) (28) |
| | LLC Units (96,774.2 units) | | N/A | | 03/22 | | N/A | | | | 65 | | | 88 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 796 | | | 848 | | | 881 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Protego Bidco B.V. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 10.8% Cash | | 05/21 | | 03/28 | | 537 | | | 565 | | | 525 | | | — | % | | (3) (5) (7) (8) (11) (28) (29) |
| | Revolver | | EURIBOR + 6.50%, 10.5% Cash | | 05/21 | | 03/27 | | 132 | | | 140 | | | 129 | | | — | % | | (3) (7) (8) (11) (28) |
| | | | | | | | | | 669 | | | 705 | | | 654 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| PSP Intermediate 4, LLC | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.9% Cash | | 05/22 | | 05/29 | | 902 | | | 842 | | | 820 | | | 0.1 | % | | (3) (5) (7) (8) (9) (29) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.4% Cash | | 05/22 | | 05/29 | | 1,411 | | | 1,391 | | | 1,305 | | | 0.1 | % | | (3) (5) (7) (8) (15) |
| | | | | | | | | | 2,313 | | | 2,233 | | | 2,125 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| QPE7 SPV1 BidCo Pty Ltd | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | BBSY + 4.50%, 8.8% Cash | | 09/21 | | 09/26 | | 7,341 | | | 7,425 | | | 7,224 | | | 0.6 | % | | (3) (5) (7) (8) (12) |
| | | | | | | | | | 7,341 | | | 7,425 | | | 7,224 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Qualified Industries, LLC | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 03/23 | | 03/29 | | 905 | | | 880 | | | 888 | | | 0.1 | % | | (7) (8) (16) (28) |
| | Revolver | | SOFR + 5.75%, 11.2% Cash | | 03/23 | | 03/29 | | — | | | (10) | | | (3) | | | — | % | | (7) (8) (16) (28) (29) |
| | Preferred Stock (223 shares) | | 10.0% PIK | | 03/23 | | N/A | | | | 216 | | | 240 | | | — | % | | (7) (26) (28) |
| | Common Stock (454,545 shares) | | N/A | | 03/23 | | N/A | | | | 4 | | | 96 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 905 | | | 1,090 | | | 1,221 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Questel Unite | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.2% Cash | | 05/21 | | 12/27 | | 1,954 | | | 2,011 | | | 1,788 | | | 0.1 | % | | (3) (5) (7) (8) (10) (28) (29) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.7% Cash | | 05/21 | | 12/27 | | 1,000 | | | 991 | | | 965 | | | 0.1 | % | | (3) (5) (7) (8) (16) |
| | | | | | | | | | 2,954 | | | 3,002 | | | 2,753 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| R1 Holdings, LLC | | Transportation | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 12/22 | | 12/28 | | 8,160 | | | 7,876 | | | 7,942 | | | 0.6 | % | | (5) (6) (7) (8) (17) (29) |
| | Revolver | | SOFR + 6.25%, 11.6% Cash | | 12/22 | | 12/28 | | 126 | | | 66 | | | 80 | | | — | % | | (7) (8) (17) (28) (29) |
| | | | | | | | | | 8,286 | | | 7,942 | | | 8,022 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Shelf Bidco Ltd | | Other Financial | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.7% Cash | | 12/22 | | 01/30 | | $ | 34,800 | | | $ | 33,720 | | | $ | 33,721 | | | 3.1 | % | | (3) (5) (6) (7) (18) |
| | Common Stock (1,200,000 shares) | | N/A | | 12/22 | | N/A | | | | 1,200 | | | 1,200 | | | 0.1 | % | | (3) (6) (30) |
| | | | | | | | | | 34,800 | | | 34,920 | | | 34,921 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Simulation Software Investment Company Pty Ltd | | Business Services | | First Lien Senior Secured Term Loan | | BBSY + 5.50%, 8.4% Cash | | 05/21 | | 08/25 | | 892 | | | 897 | | | 871 | | | 0.1 | % | | (3) (5) (6) (7) (15) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.1% Cash | | 05/21 | | 08/25 | | 958 | | | 939 | | | 925 | | | 0.1 | % | | (3) (5) (6) (7) (18) |
| | | | | | | | | | 1,850 | | | 1,836 | | | 1,796 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SISU ACQUISITIONCO., INC. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.2% Cash | | 05/21 | | 12/26 | | 2,519 | | | 2,485 | | | 2,315 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,519 | | | 2,485 | | | 2,315 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Smartling, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.1% Cash | | 11/21 | | 10/27 | | 14,384 | | | 14,109 | | | 14,054 | | | 1.3 | % | | (5) (6) (7) (8) |
| | Revolver | | LIBOR + 5.75%, 10.1% Cash | | 11/21 | | 10/27 | | — | | | (17) | | | (21) | | | — | % | | (6) (7) (8) |
| | | | | | | | | | 14,384 | | | 14,092 | | | 14,033 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SN BUYER, LLC | | Health Care Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.0% Cash | | 05/21 | | 12/26 | | 5,110 | | | 5,057 | | | 5,029 | | | 0.5 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.3% Cash | | 11/22 | | 12/26 | | 2,162 | | | 2,120 | | | 2,118 | | | 0.2 | % | | (5) (6) (7) (18) |
| | | | | | | | | | 7,272 | | | 7,177 | | | 7,147 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Soho Square III Debtco II SARL | | Diversified Capital Markets | | First Lien Senior Secured Term Loan | | 9.5% PIK | | 10/22 | | 10/27 | | 5,639 | | | 5,177 | | | 5,616 | | | 0.5 | % | | (3) (6) |
| | | | | | | | | | 5,639 | | | 5,177 | | | 5,616 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Solo Buyer, L.P. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 10.4% Cash | | 12/22 | | 12/29 | | 22,606 | | | 22,046 | | | 22,042 | | | 2.0 | % | | (5) (6) (7) (18) |
| | Revolver | | SOFR + 6.25%, 10.4% Cash | | 12/22 | | 12/28 | | — | | | (49) | | | (50) | | | — | % | | (6) (7) (18) |
| | Partnership Units (516,399 units) | | N/A | | 12/22 | | N/A | | | | 516 | | | 516 | | | — | % | | (6) (30) |
| | | | | | | | | | 22,606 | | | 22,513 | | | 22,508 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.) | | Other Utility | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 9.6% Cash | | 11/22 | | 03/27 | | 1,674 | | | 1,623 | | | 1,621 | | | 0.1 | % | | (5) (6) (7) (18) |
| | Revolver | | SOFR + 5.00%, 9.6% Cash | | 11/22 | | 03/27 | | — | | | (3) | | | (4) | | | — | % | | (6) (7) (18) |
| | | | | | | | | | 1,674 | | | 1,620 | | | 1,617 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Spatial Business Systems LLC | | Electric | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 9.7% Cash | | 10/22 | | 10/28 | | 6,094 | | | 5,766 | | | 5,754 | | | 0.5 | % | | (5) (6) (7) (17) |
| | Revolver | | SOFR + 5.50%, 9.7% Cash | | 10/22 | | 10/28 | | — | | | (34) | | | (35) | | | — | % | | (6) (7) (17) |
| | | | | | | | | | 6,094 | | | 5,732 | | | 5,719 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Springbrook Software (SBRK Intermediate, Inc.) | | Enterprise Software & Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.1% Cash | | 05/21 | | 12/26 | | 6,689 | | | 6,621 | | | 6,555 | | | 0.6 | % | | (5) (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.1% Cash | | 12/22 | | 12/26 | | 4,171 | | | 4,087 | | | 4,087 | | | 0.4 | % | | (5) (6) (7) (18) |
| | | | | | | | | | 10,860 | | | 10,708 | | | 10,642 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SSCP Pegasus Midco Limited | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 9.4% Cash | | 05/21 | | 11/27 | | 677 | | | 766 | | | 667 | | | 0.1 | % | | (3) (5) (6) (7) (21) |
| | | | | | | | | | 677 | | | 766 | | | 667 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SSCP Spring Bidco Limited | | Health Care | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 8.2% Cash | | 05/21 | | 07/25 | | 989 | | | 1,150 | | | 983 | | | 0.1 | % | | (3) (5) (6) (7) (21) |
| | | | | | | | | | 989 | | | 1,150 | | | 983 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SSCP Thermal Bidco SAS | | Industrial Machinery | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 7.4% Cash | | 05/21 | | 07/24 | | 710 | | | 804 | | | 710 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 9.5% Cash | | 05/21 | | 07/24 | | 98 | | | 98 | | | 98 | | | — | % | | (3) (5) (6) (7) (10) |
| | | | | | | | | | 808 | | | 902 | | | 808 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Starnmeer B.V. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.30%, 10.7% Cash | | 10/21 | | 04/27 | | 13,388 | | | 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) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Randys Holdings, Inc. | | Automobile Manufacturers | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.9% Cash | | 11/22 | | 11/28 | | $ | 11,433 | | | $ | 11,071 | | | $ | 11,123 | | | 0.9 | % | | (5) (7) (8) (16) (29) |
| | Revolver | | SOFR + 6.50%, 11.9% Cash | | 11/22 | | 11/28 | | 673 | | | 616 | | | 631 | | | — | % | | (7) (8) (16) (28) (29) |
| | Partnership Units (6,667 units) | | N/A | | 11/22 | | N/A | | | | 667 | | | 712 | | | 0.1 | % | | (7) (26) (28) |
| | | | | | | | | | 12,106 | | | 12,354 | | | 12,466 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Recovery Point Systems, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.4% Cash | | 05/21 | | 07/26 | | 2,405 | | | 2,405 | | | 2,405 | | | 0.2 | % | | (6) (7) (8) (16) |
| | | | | | | | | | 2,405 | | | 2,405 | | | 2,405 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Renovation Parent Holdings, LLC | | Home Furnishings | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 11.0% Cash | | 11/21 | | 11/27 | | 14,272 | | | 14,030 | | | 12,502 | | | 1.0 | % | | (5) (6) (7) (8) (16) |
| | Partnership Equity (592,105.3 units) | | N/A | | 11/21 | | N/A | | | | 592 | | | 201 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 14,272 | | | 14,622 | | | 12,703 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| REP SEKO MERGER SUB LLC | | Air Freight & Logistics | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 8.9% Cash | | 05/21 | | 12/26 | | 6,010 | | | 6,245 | | | 5,830 | | | 0.4 | % | | (5) (7) (8) (10) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 8.9% Cash | | 06/22 | | 12/26 | | 14,119 | | | 13,254 | | | 13,696 | | | 1.0 | % | | (5) (7) (8) (10) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 05/21 | | 12/26 | | 8,293 | | | 8,280 | | | 8,044 | | | 0.6 | % | | (6) (7) (8) (16) (28) |
| | | | | | | | | | 28,422 | | | 27,779 | | | 27,570 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Resonetics, LLC | | Health Care Equipment | | Second Lien Senior Secured Term Loan | | SOFR + 7.00%, 12.6% Cash | | 05/21 | | 04/29 | | 10,304 | | | 10,147 | | | 10,252 | | | 0.8 | % | | (5) (7) (8) (16) |
| | | | | | | | | | 10,304 | | | 10,147 | | | 10,252 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| RevSpring, Inc. | | Business Services | | Second Lien Senior Secured Term Loan | | SOFR + 8.25%, 13.9% Cash | | 05/21 | | 10/26 | | 2,556 | | | 2,525 | | | 2,556 | | | 0.2 | % | | (5) (7) (8) (16) |
| | | | | | | | | | 2,556 | | | 2,525 | | | 2,556 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Riedel Beheer B.V. | | Food & Beverage | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.2% Cash | | 12/21 | | 12/28 | | 2,291 | | | 2,256 | | | 2,078 | | | 0.2 | % | | (3) (5) (7) (8) (10) |
| | | | | | | | | | 2,291 | | | 2,256 | | | 2,078 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Rock Labor LLC | | Media: Diversified & Production | | First Lien Senior Secured Term Loan | | SOFR + 7.50%, 12.9% Cash | | 09/23 | | 09/29 | | 5,630 | | | 5,466 | | | 5,475 | | | 0.4 | % | | (5) (7) (8) (15) |
| | Revolver | | SOFR + 7.50%, 12.9% Cash | | 09/23 | | 09/29 | | — | | | (27) | | | (26) | | | — | % | | (7) (8) (15) (28) (29) |
| | LLC Units (199,373 units) | | N/A | | 09/23 | | N/A | | | | 1,068 | | | 1,308 | | | 0.1 | % | | (7) (26) |
| | | | | | | | | | 5,630 | | | 6,507 | | | 6,757 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ROI Solutions LLC | | Business Services | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 05/21 | | 08/25 | | 6,263 | | | 6,263 | | | 6,263 | | | 0.5 | % | | (6) (7) (8) (16) |
| | | | | | | | | | 6,263 | | | 6,263 | | | 6,263 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Royal Buyer, LLC | | Industrial Other | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 08/22 | | 08/24 | | 1,713 | | | 1,667 | | | 1,681 | | | 0.1 | % | | (5) (7) (8) (16) (29) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 08/22 | | 08/28 | | 9,615 | | | 9,458 | | | 9,508 | | | 0.7 | % | | (5) (7) (8) (16) |
| | Revolver | | SOFR + 5.50%, 10.9% Cash | | 08/22 | | 08/28 | | 544 | | | 506 | | | 518 | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 11,872 | | | 11,631 | | | 11,707 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| RPX Corporation | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 11.0% Cash | | 05/21 | | 10/25 | | 15,820 | | | 15,688 | | | 15,732 | | | 1.2 | % | | (5) (6) (7) (8) (16) |
| | | | | | | | | | 15,820 | | | 15,688 | | | 15,732 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Safety Products Holdings, LLC | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.5% Cash | | 05/21 | | 12/26 | | 6,201 | | | 6,141 | | | 6,065 | | | 0.5 | % | | (5) (6) (7) (8) (16) (28) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | 6,201 | | | 6,141 | | | 6,065 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Sandvine Corporation | | Communications Equipment | | Second Lien Senior Secured Term Loan | | SOFR + 8.00%, 13.5% Cash | | 05/21 | | 11/26 | | 8,685 | | | 8,666 | | | 7,565 | | | 0.6 | % | | (5) (7) (8) (15) |
| | | | | | | | | | 8,685 | | | 8,666 | | | 7,565 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| | | | | | | | | | | | | | | | | | | | |
| Superjet Buyer, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 12/21 | | 12/27 | | $ | 22,943 | | | $ | 22,548 | | | $ | 22,622 | | | 2.1 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 10.5% Cash | | 12/21 | | 12/27 | | — | | | (31) | | | (26) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 22,943 | | | 22,517 | | | 22,596 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Syniverse Holdings, Inc. | | Technology Distributors | | Series A Preferred Equity (7,575,758 units) | | 12.5% PIK | | 05/22 | | N/A | | | | 7,945 | | | 6,515 | | | 0.6 | % | | (5) (6) |
| | | | | | | | | | | | 7,945 | | | 6,515 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Syntax Systems Ltd | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.1% Cash | | 11/21 | | 10/28 | | 6,378 | | | 6,317 | | | 5,955 | | | 0.5 | % | | (3) (5) (6) (7) (8) |
| | Revolver | | LIBOR + 5.75%, 10.1% Cash | | 11/21 | | 10/26 | | 617 | | | 610 | | | 569 | | | 0.1 | % | | (3) (6) (7) (8) |
| | | | | | | | | | 6,995 | | | 6,927 | | | 6,524 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| TA SL Cayman Aggregator Corp. | | Technology | | Subordinated Term Loan | | 7.8% PIK | | 07/21 | | 07/28 | | 1,054 | | | 1,039 | | | 1,022 | | | 0.1 | % | | (6) |
| | Common Stock (770 shares) | | N/A | | 07/21 | | N/A | | | | 24 | | | 29 | | | — | % | | (6) (30) |
| | | | | | | | | | 1,054 | | | 1,063 | | | 1,051 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Tank Holding Corp | | Metal & Glass Containers | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.2% Cash | | 03/22 | | 03/28 | | 14,310 | | | 14,021 | | | 14,023 | | | 1.3 | % | | (5) (6) (7) (17) |
| | Revolver | | SOFR + 5.75%, 10.2% Cash | | 03/22 | | 03/28 | | 109 | | | 96 | | | 96 | | | — | % | | (6) (7) (17) |
| | | | | | | | | | 14,419 | | | 14,117 | | | 14,119 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Tanqueray Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 8.4% Cash | | 11/22 | | 11/29 | | 1,633 | | | 1,486 | | | 1,558 | | | 0.1 | % | | (3) (5) (6) (7) (21) |
| | | | | | | | | | 1,633 | | | 1,486 | | | 1,558 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Techone B.V. | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 7.9% Cash | | 11/21 | | 11/28 | | 5,840 | | | 5,844 | | | 5,602 | | | 0.5 | % | | (3) (5) (6) (7) (12) |
| | Revolver | | EURIBOR + 5.50%, 7.9% Cash | | 11/21 | | 05/28 | | 141 | | | 137 | | | 130 | | | — | % | | (3) (6) (7) (12) |
| | | | | | | | | | 5,981 | | | 5,981 | | | 5,732 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Tencarva Machinery Company, LLC | | Capital Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 9.7% Cash | | 12/21 | | 12/23 | | 881 | | | 869 | | | 871 | | | 0.1 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 9.7% Cash | | 12/21 | | 12/27 | | 5,431 | | | 5,349 | | | 5,368 | | | 0.5 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.00%, 9.7% Cash | | 12/21 | | 12/27 | | — | | | (16) | | | (13) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 6,312 | | | 6,202 | | | 6,226 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Terrybear, Inc. | | Consumer Products | | Subordinated Term Loan | | 10.0% Cash, 4.0% PIK | | 04/22 | | 04/28 | | 263 | | | 259 | | | 259 | | | — | % | | (6) |
| | Common Stock (24,358.97 shares) | | N/A | | 04/22 | | N/A | | | | 239 | | | 255 | | | — | % | | (6) (30) |
| | | | | | | | | | 263 | | | 498 | | | 514 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| The Caprock Group, Inc. (aka TA/TCG Holdings, LLC) | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | LIBOR + 4.25%, 9.0% Cash | | 10/21 | | 12/27 | | 1,251 | | | 1,163 | | | 1,191 | | | 0.1 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 4.25%, 9.0% Cash | | 10/21 | | 12/27 | | — | | | (18) | | | (14) | | | — | % | | (6) (7) (9) |
| | Subordinated Term Loan | | LIBOR + 7.75%, 12.7% Cash | | 10/21 | | 10/28 | | 5,110 | | | 5,023 | | | 5,043 | | | 0.5 | % | | (6) (10) |
| | | | | | | | | | 6,361 | | | 6,168 | | | 6,220 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| The Cleaver-Brooks Company, Inc. | | Industrial Equipment | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.1% Cash | | 07/22 | | 07/28 | | 22,694 | | | 22,223 | | | 22,268 | | | 2.0 | % | | (5) (6) (7) (17) |
| | Subordinated Term Loan | | 11.0% PIK | | 07/22 | | 07/29 | | 4,848 | | | 4,745 | | | 4,755 | | | 0.4 | % | | (6) |
| | | | | | | | | | 27,542 | | | 26,968 | | | 27,023 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| The Hilb Group, LLC | | Insurance Brokerage | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 9.9% Cash | | 05/21 | | 12/26 | | 3,527 | | | 3,431 | | | 3,388 | | | 0.3 | % | | (5) (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.1% Cash | | 05/21 | | 12/25 | | 928 | | | 912 | | | 913 | | | 0.1 | % | | (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.1% Cash | | 05/21 | | 12/26 | | 2,668 | | | 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) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Sanoptis S.A.R.L. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 9.4% Cash | | 06/22 | | 07/29 | | $ | 5,711 | | | $ | 5,261 | | | $ | 5,425 | | | 0.4 | % | | (3) (5) (7) (8) (10) (29) |
| | First Lien Senior Secured Term Loan | | SARON + 5.50%, 7.2% Cash | | 06/22 | | 07/29 | | 6,528 | | | 5,815 | | | 6,306 | | | 0.5 | % | | (3) (5) (7) (8) (24) |
| | | | | | | | | | 12,239 | | | 11,076 | | | 11,731 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SBP Holdings LP | | Industrial Other | | First Lien Senior Secured Term Loan | | SOFR + 6.75%, 12.1% Cash | | 03/23 | | 03/28 | | 9,712 | | | 9,115 | | | 9,233 | | | 0.7 | % | | (7) (8) (16) (28) (29) |
| | Revolver | | SOFR + 6.75%, 12.1% Cash | | 03/23 | | 03/28 | | — | | | (33) | | | (19) | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 9,712 | | | 9,082 | | | 9,214 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Scaled Agile, Inc. | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 12/21 | | 12/28 | | 1,802 | | | 1,777 | | | 1,759 | | | 0.1 | % | | (5) (6) (7) (8) (16) |
| | Revolver | | SOFR + 5.50%, 10.9% Cash | | 12/21 | | 12/28 | | 56 | | | 52 | | | 48 | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 1,858 | | | 1,829 | | | 1,807 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Scout Bidco B.V. | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.7% Cash | | 05/22 | | 05/29 | | 4,013 | | | 3,810 | | | 3,957 | | | 0.3 | % | | (3) (5) (7) (8) (10) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 08/23 | | 05/29 | | 508 | | | 508 | | | 501 | | | — | % | | (3) (5) (7) (8) (16) |
| | Revolver | | EURIBOR + 5.75%, 9.7% Cash | | 05/22 | | 05/29 | | 213 | | | 202 | | | 205 | | | — | % | | (3) (7) (8) (10) (28) (29) |
| | | | | | | | | | 4,734 | | | 4,520 | | | 4,663 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Sereni Capital NV | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.3% Cash | | 05/22 | | 05/29 | | 2,616 | | | 2,480 | | | 2,522 | | | 0.2 | % | | (3) (5) (7) (8) (11) (28) |
| | | | | | | | | | 2,616 | | | 2,480 | | | 2,522 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Shelf Bidco Ltd | | Other Financial | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.7% Cash | | 12/22 | | 01/30 | | 25,736 | | | 25,018 | | | 25,221 | | | 1.9 | % | | (3) (7) (8) (16) (28) |
| | Common Stock (1,200,000 shares) | | N/A | | 12/22 | | N/A | | | | 1,200 | | | 1,548 | | | 0.1 | % | | (3) (7) (26) (28) |
| | | | | | | | | | 25,736 | | | 26,218 | | | 26,769 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Simulation Software Investment Company Pty Ltd | | Business Services | | First Lien Senior Secured Term Loan | | BBSY + 5.00%, 9.4% Cash | | 05/21 | | 08/25 | | 668 | | | 671 | | | 669 | | | 0.1 | % | | (3) (5) (7) (8) (13) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 05/21 | | 08/25 | | 958 | | | 946 | | | 958 | | | 0.1 | % | | (3) (5) (7) (8) (16) (29) |
| | | | | | | | | | 1,626 | | | 1,617 | | | 1,627 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Sinari Invest | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 9.9% Cash | | 07/23 | | 07/30 | | 1,880 | | | 1,804 | | | 1,822 | | | 0.1 | % | | (3) (5) (7) (8) (11) (29) |
| | | | | | | | | | 1,880 | | | 1,804 | | | 1,822 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SISU ACQUISITIONCO., INC | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | SOFR+ 5.75%, 11.1% Cash | | 05/21 | | 12/26 | | 2,493 | | | 2,467 | | | 2,354 | | | 0.2 | % | | (6) (7) (8) (15) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 05/21 | | 12/26 | | — | | | (3) | | | (3) | | | — | % | | (7) (8) (15) (28) (29) |
| | | | | | | | | | 2,493 | | | 2,464 | | | 2,351 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Smartling, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 4.50%, 9.9% Cash | | 11/21 | | 11/27 | | 16,340 | | | 16,117 | | | 16,176 | | | 1.2 | % | | (5) (7) (8) (15) |
| | Revolver | | SOFR + 4.50%, 9.9% Cash | | 11/21 | | 11/27 | | — | | | (13) | | | (10) | | | — | % | | (7) (8) (15) (28) (29) |
| | | | | | | | | | 16,340 | | | 16,104 | | | 16,166 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SmartShift Group, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.6% Cash | | 09/23 | | 09/29 | | 13,931 | | | 13,484 | | | 13,480 | | | 1.0 | % | | (5) (7) (8) (16) (29) |
| | Revolver | | SOFR + 6.25%, 11.6% Cash | | 09/23 | | 09/29 | | — | | | (65) | | | (63) | | | — | % | | (7) (8) (16) (28) (29) |
| | Common Stock (455 shares) | | N/A | | 09/23 | | N/A | | | | 455 | | | 477 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 13,931 | | | 13,874 | | | 13,894 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| SN BUYER, LLC | | Health Care Services | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 05/21 | | 12/26 | | 4,924 | | | 4,884 | | | 4,864 | | | 0.4 | % | | (6) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 11/22 | | 12/26 | | 2,104 | | | 2,072 | | | 2,078 | | | 0.2 | % | | (6) (7) (8) (16) |
| | | | | | | | | | 7,028 | | | 6,956 | | | 6,942 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
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| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| | | | | | | | | | | | | | | | | | | | |
| The Octave Music Group, Inc. | | Media: Diversified & Production | | Second Lien Senior Secured Term Loan | | SOFR + 7.50%, 12.1% Cash | | 04/22 | | 04/30 | | $ | 6,541 | | | $ | 6,419 | | | $ | 6,437 | | | 0.6 | % | | (5) (6) (7) (18) |
| | Partnership Equity (353,584.39 units) | | N/A | | 04/22 | | N/A | | | | 354 | | | 532 | | | — | % | | (6) (30) |
| | | | | | | | | | 6,541 | | | 6,773 | | | 6,969 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Total Safety U.S. Inc | | Diversified Support Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.7% Cash, 5.0% PIK | | 07/22 | | 08/25 | | 7,630 | | | 7,630 | | | 7,631 | | | 0.7 | % | | (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.7% Cash | | 08/21 | | 08/25 | | 2,300 | | | 2,282 | | | 2,178 | | | 0.2 | % | | (7) (9) |
| | | | | | | | | | 9,930 | | | 9,912 | | | 9,809 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Trader Corporation | | Technology | | First Lien Senior Secured Term Loan | | CDOR + 6.75%, 11.6% Cash | | 12/22 | | 12/29 | | 4,601 | | | 4,451 | | | 4,486 | | | 0.4 | % | | (3) (5) (6) (7) (24) |
| | Revolver | | CDOR + 6.75%, 11.6% Cash | | 12/22 | | 12/28 | | — | | | (9) | | | (9) | | | — | % | | (3) (6) (7) (24) |
| | | | | | | | | | 4,601 | | | 4,442 | | | 4,477 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Trident Maritime Systems, Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 05/21 | | 02/27 | | 8,957 | | | 8,849 | | | 8,836 | | | 0.8 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 8,957 | | | 8,849 | | | 8,836 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Truck-Lite Co., LLC | | Automotive Parts & Equipment | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.1% Cash | | 05/21 | | 12/26 | | 21,301 | | | 21,046 | | | 20,683 | | | 1.9 | % | | (5) (6) (7) (18) |
| | | | | | | | | | 21,301 | | | 21,046 | | | 20,683 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| TSM II Luxco 10 SARL | | Chemical & Plastics | | Subordinated Term Loan | | 9.3% PIK | | 03/22 | | 03/27 | | 9,723 | | | 9,719 | | | 9,450 | | | 0.9 | % | | (3) (5) (6) (7) |
| | | | | | | | | | 9,723 | | | 9,719 | | | 9,450 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| TSYL Corporate Buyer, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 9.2% Cash | | 12/22 | | 12/28 | | 637 | | | 591 | | | 591 | | | 0.1 | % | | (5) (6) (7) (18) |
| | Revolver | | SOFR + 4.75%, 9.2% Cash | | 12/22 | | 12/28 | | — | | | (4) | | | (4) | | | — | % | | (6) (7) (18) |
| | Partnership Units (4,673 units) | | N/A | | 12/22 | | N/A | | | | 5 | | | 5 | | | — | % | | (6) (30) |
| | | | | | | | | | 637 | | | 592 | | | 592 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Turbo Buyer, Inc. | | Finance Companies | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 10.7% Cash | | 11/21 | | 12/25 | | 12,639 | | | 12,428 | | | 12,243 | | | 1.1 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 12,639 | | | 12,428 | | | 12,243 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Turnberry Solutions, Inc. | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 9.2% Cash | | 07/21 | | 09/26 | | 2,646 | | | 2,606 | | | 2,606 | | | 0.2 | % | | (5) (6) (7) (18) |
| | | | | | | | | | 2,646 | | | 2,606 | | | 2,606 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| UKFast Leaders Limited | | Technology | | First Lien Senior Secured Term Loan | | SONIA + 7.25%, 10.8% Cash | | 05/21 | | 09/27 | | 4,248 | | | 4,885 | | | 3,759 | | | 0.3 | % | | (3) (5) (6) (7) (21) |
| | | | | | | | | | 4,248 | | | 4,885 | | | 3,759 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Union Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 9.2% Cash | | 06/22 | | 06/29 | | 2,361 | | | 2,331 | | | 2,269 | | | 0.2 | % | | (3) (5) (6) (7) (21) |
| | | | | | | | | | 2,361 | | | 2,331 | | | 2,269 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| United Therapy Holding III GmbH | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 8.3% Cash | | 04/22 | | 03/29 | | 1,144 | | | 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 Services | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 10.5% Cash | | 05/21 | | 11/24 | | 2,518 | | | 2,394 | | | 2,277 | | | 0.2 | % | | (5) (6) (7) (18) |
| | | | | | | | | | 2,518 | | | 2,394 | | | 2,277 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Utac Ceram | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 8.2% Cash | | 05/21 | | 09/27 | | 854 | | | 945 | | | 845 | | | 0.1 | % | | (3) (5) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 8.9% Cash | | 05/21 | | 09/27 | | 243 | | | 238 | | | 240 | | | — | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 1,097 | | | 1,183 | | | 1,085 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Validity, Inc. | | IT Consulting & Other Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.1% Cash | | 05/21 | | 05/25 | | 939 | | | 911 | | | 918 | | | 0.1 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 939 | | | 911 | | | 918 | | | | | |
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| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Soho Square III Debtco II SARL | | Diversified Capital Markets | | First Lien Senior Secured Term Loan | | 9.5% PIK | | 10/22 | | 10/27 | | $ | 8,191 | | | $ | 7,637 | | | $ | 8,175 | | | 0.6 | % | | (3) (7) (28) |
| | | | | | | | | | 8,191 | | | 7,637 | | | 8,175 | | | | | |
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| Solo Buyer, L.P. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.7% Cash | | 12/22 | | 12/29 | | 16,523 | | | 16,157 | | | 16,110 | | | 1.2 | % | | (7) (8) (16) (28) |
| | Revolver | | SOFR + 6.25%, 11.7% Cash | | 12/22 | | 12/28 | | 665 | | | 624 | | | 615 | | | — | % | | (7) (8) (16) (28) (29) |
| | Partnership Units (516,399 units) | | N/A | | 12/22 | | N/A | | | | 516 | | | 382 | | | — | % | | (7) (26) |
| | | | | | | | | | 17,188 | | | 17,297 | | | 17,107 | | | | | |
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| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.) | | Other Utility | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.3% Cash | | 11/22 | | 03/27 | | 1,921 | | | 1,881 | | | 1,858 | | | 0.1 | % | | (5) (6) (7) (8) (16) (29) |
| | Revolver | | SOFR + 5.00%, 10.3% Cash | | 11/22 | | 03/27 | | 66 | | | 64 | | | 62 | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 1,987 | | | 1,945 | | | 1,920 | | | | | |
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| Spatial Business Systems LLC | | Electric | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 10/22 | | 10/28 | | 7,679 | | | 7,486 | | | 7,540 | | | 0.6 | % | | (5) (7) (8) (15) (29) |
| | Revolver | | SOFR + 5.50%, 10.9% Cash | | 10/22 | | 10/28 | | — | | | (28) | | | (21) | | | — | % | | (7) (8) (15) (28) (29) |
| | | | | | | | | | 7,679 | | | 7,458 | | | 7,519 | | | | | |
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| Springbrook Software (SBRK Intermediate, Inc.) | | Enterprise Software & Services | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.0% Cash | | 05/21 | | 12/26 | | 6,620 | | | 6,568 | | | 6,596 | | | 0.5 | % | | (6) (7) (8) (16) (28) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 12.0% Cash | | 12/22 | | 12/26 | | 4,129 | | | 4,064 | | | 4,129 | | | 0.3 | % | | (6) (7) (8) (16) |
| | | | | | | | | | 10,749 | | | 10,632 | | | 10,725 | | | | | |
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| SSCP Pegasus Midco Limited | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 11.3% Cash | | 05/21 | | 11/27 | | 797 | | | 850 | | | 797 | | | 0.1 | % | | (3) (5) (7) (8) (18) (28) (29) |
| | | | | | | | | | 797 | | | 850 | | | 797 | | | | | |
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| SSCP Spring Bidco 3 Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 11.7% Cash | | 11/23 | | 11/30 | | 976 | | | 932 | | | 947 | | | 0.1 | % | | (3) (5) (7) (8) (19) |
| | | | | | | | | | 976 | | | 932 | | | 947 | | | | | |
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| Starnmeer B.V. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.5% Cash | | 10/21 | | 04/27 | | 13,388 | | | 13,257 | | | 13,333 | | | 1.0 | % | | (3) (5) (7) (8) (17) |
| | | | | | | | | | 13,388 | | | 13,257 | | | 13,333 | | | | | |
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| Superjet Buyer, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 12/21 | | 12/27 | | 22,711 | | | 22,386 | | | 22,559 | | | 1.7 | % | | (5) (6) (7) (8) (16) |
| | Revolver | | SOFR + 5.50%, 10.9% Cash | | 12/21 | | 12/27 | | 456 | | | 432 | | | 444 | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 23,167 | | | 22,818 | | | 23,003 | | | | | |
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| Syniverse Holdings, Inc. | | Technology Distributors | | Series A Preferred Equity (7,575,758 units) | | 12.5% PIK | | 05/22 | | N/A | | | | 8,989 | | | 8,788 | | | 0.7 | % | | (5) (7) |
| | | | | | | | | | | | 8,989 | | | 8,788 | | | | | |
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| Syntax Systems Ltd | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 11.0% Cash | | 11/21 | | 10/28 | | 6,314 | | | 6,268 | | | 6,314 | | | 0.5 | % | | (3) (6) (7) (8) (15) |
| | Revolver | | SOFR + 5.50%, 11.0% Cash | | 11/21 | | 10/26 | | 568 | | | 563 | | | 568 | | | — | % | | (3) (7) (8) (15) (28) (29) |
| | | | | | | | | | 6,882 | | | 6,831 | | | 6,882 | | | | | |
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| TA SL Cayman Aggregator Corp. | | Technology | | Subordinated Term Loan | | 7.8% PIK | | 07/21 | | 07/28 | | 1,186 | | | 1,173 | | | 1,161 | | | 0.1 | % | | (7) (28) |
| | Common Stock (770 shares) | | N/A | | 07/21 | | N/A | | | | 24 | | | 35 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 1,186 | | | 1,197 | | | 1,196 | | | | | |
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| Tank Holding Corp | | Metal & Glass Containers | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 03/22 | | 03/28 | | 14,134 | | | 13,894 | | | 13,979 | | | 1.1 | % | | (5) (6) (7) (8) (15) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.5% Cash | | 05/23 | | 03/28 | | 5,442 | | | 5,260 | | | 5,379 | | | 0.4 | % | | (7) (8) (15) (28) (29) |
| | Revolver | | SOFR + 5.75%, 11.2% Cash | | 03/22 | | 03/28 | | 175 | | | 164 | | | 167 | | | — | % | | (7) (8) (15) (28) (29) |
| | | | | | | | | | 19,751 | | | 19,318 | | | 19,525 | | | | | |
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Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
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| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Victoria Bidco Limited | | Industrial Machinery | | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 7.7% Cash | | 03/22 | | 01/29 | | $ | 4,612 | | | $ | 5,039 | | | $ | 4,483 | | | 0.4 | % | | (3) (5) (6) (7) (22) |
| | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 6.50% Cash | | 03/22 | | 01/29 | | 473 | | | 465 | | | 460 | | | — | % | | (3) (5) (6) (7) (21) |
| | | | | | | | | | 5,085 | | | 5,504 | | | 4,943 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| VistaJet Pass Through Trust 2021-1B | | Airlines | | Structured Secured Note - Class B | | 6.3% Cash | | 11/21 | | 2/29 | | 9,286 | | | 9,286 | | | 7,584 | | | 0.7 | % | | (6) |
| | | | | | | | | | 9,286 | | | 9,286 | | | 7,584 | | | | | |
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| Vital Buyer, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 10.2% Cash | | 06/21 | | 06/28 | | 963 | | | 947 | | | 962 | | | 0.1 | % | | (5) (6) (7) (9) |
| | Partnership Units (1,096.2 units) | | N/A | | 06/21 | | N/A | | | | 11 | | | 20 | | | — | % | | (6) (30) |
| | | | | | | | | | 963 | | | 958 | | | 982 | | | | | |
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| VP Holding Company | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 9.9% Cash | | 05/21 | | 05/24 | | 14,537 | | | 14,383 | | | 14,259 | | | 1.3 | % | | (5) (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 9.6% Cash | | 05/21 | | 05/24 | | 8,528 | | | 8,391 | | | 8,364 | | | 0.8 | % | | (5) (6) (7) (18) |
| | | | | | | | | | 23,065 | | | 22,774 | | | 22,623 | | | | | |
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| W2O Holdings, Inc. | | Healthcare Technology | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 05/21 | | 06/25 | | 620 | | | 620 | | | 614 | | | 0.1 | % | | (6) (7) (9) |
| | | | | | | | | | 620 | | | 620 | | | 614 | | | | | |
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| Wheels Up Experience Inc | | Transportation Services | | First Lien Senior Secured Term Loan | | 12.0% Cash | | 10/22 | | 04/31 | | 22,500 | | | 21,621 | | | 21,921 | | | 2.0 | % | | (6) |
| | | | | | | | | | 22,500 | | | 21,621 | | | 21,921 | | | | | |
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| Woodland Foods, LLC | | Food & Beverage | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 10.5% Cash | | 12/21 | | 12/27 | | 8,253 | | | 8,113 | | | 7,403 | | | 0.7 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 10.5% Cash | | 12/21 | | 12/27 | | 1,294 | | | 1,266 | | | 1,127 | | | 0.1 | % | | (6) (7) (9) |
| | Common Stock (1,204.46 shares) | | N/A | | 12/21 | | N/A | | | | 1,205 | | | 733 | | | 0.1 | % | | (6) (30) |
| | | | | | | | | | 9,547 | | | 10,584 | | | 9,263 | | | | | |
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| World 50, Inc. | | Professional Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.1% Cash | | 05/21 | | 01/26 | | 15,383 | | | 15,165 | | | 15,216 | | | 1.4 | % | | (5) (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 9.6% Cash | | 05/21 | | 01/26 | | 520 | | | 520 | | | 512 | | | — | % | | (5) (6) (7) (8) |
| | | | | | | | | | 15,903 | | | 15,685 | | | 15,728 | | | | | |
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| WWEC Holdings III Corp | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 10.6% Cash | | 10/22 | | 09/28 | | 10,780 | | | 10,467 | | | 10,453 | | | 1.0 | % | | (5) (6) (7) (18) |
| | Revolver | | SOFR + 6.00%, 10.6% Cash | | 10/22 | | 09/28 | | 839 | | | 794 | | | 792 | | | 0.1 | % | | (6) (7) (18) |
| | | | | | | | | | 11,619 | | | 11,261 | | | 11,245 | | | | | |
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| Xeinadin Bidco Limited | | Financial Other | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 8.2% Cash | | 05/22 | | 05/29 | | 10,730 | | | 10,678 | | | 10,376 | | | 1.0 | % | | (3) (5) (6) (7) (21) |
| | Subordinated Term Loan | | 11.0% PIK | | 05/22 | | 05/29 | | 3,789 | | | 3,779 | | | 3,687 | | | 0.3 | % | | (3) (6) (7) |
| | Common Stock (354,281 shares) | | N/A | | 05/22 | | N/A | | | | 452 | | | 439 | | | — | % | | (3) (6) (30) |
| | | | | | | | | | 14,519 | | | 14,909 | | | 14,502 | | | | | |
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| ZB Holdco LLC | | Food & Beverage | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 9.5% Cash | | 02/22 | | 02/28 | | 2,684 | | | 2,623 | | | 2,628 | | | 0.2 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 4.75%, 9.5% Cash | | 02/22 | | 02/28 | | — | | | (14) | | | (12) | | | — | % | | (6) (7) (9) |
| | LLC Units (152.7 units) | | N/A | | 02/22 | | 02/28 | | | | 153 | | | 189 | | | — | % | | (6) (30) |
| | | | | | | | | | 2,684 | | | 2,762 | | | 2,805 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Zeppelin Bidco Limited | | Services: Business | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 9.2% Cash | | 03/22 | | 03/29 | | 2,910 | | | 3,075 | | | 2,581 | | | 0.2 | % | | (3) (5) (6) (7) (20) |
| | | | | | | | | | 2,910 | | | 3,075 | | | 2,581 | | | | | |
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| Subtotal Non–Control / Non–Affiliate Investments (186.1%) | | | | | | | | 2,032,045 | | | 2,073,049 | | | 2,023,356 | | | | | |
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| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Tanqueray Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 10.7% Cash | | 11/22 | | 11/29 | | $ | 1,730 | | | $ | 1,502 | | | $ | 1,730 | | | 0.1 | % | | (3) (5) (7) (8) (18) (29) |
| | | | | | | | | | 1,730 | | | 1,502 | | | 1,730 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Team Air Distributing, LLC | | Consumer Cyclical | | Subordinated Term Loan | | 12.0% Cash | | 5/24 | | 5/28 | | 600 | | | 589 | | | 590 | | | — | % | | (7) (28) |
| | Partnership Equity (400,000 units) | | N/A | | 5/24 | | N/A | | | | 400 | | | 420 | | | — | % | | (7) (26) |
| | | | | | | | | | 600 | | | 989 | | | 1,010 | | | | | |
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| Techone B.V. | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 9.3% Cash | | 11/21 | | 11/28 | | 6,044 | | | 5,866 | | | 5,944 | | | 0.5 | % | | (3) (5) (7) (8) (10) |
| | Revolver | | EURIBOR + 5.50%, 9.3% Cash | | 11/21 | | 05/28 | | 97 | | | 88 | | | 93 | | | — | % | | (3) (7) (8) (10) (28) (29) |
| | | | | | | | | | 6,141 | | | 5,954 | | | 6,037 | | | | | |
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| Tencarva Machinery Company, LLC | | Capital Equipment | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.6% Cash | | 12/21 | | 12/27 | | 6,248 | | | 6,172 | | | 6,213 | | | 0.5 | % | | (5) (6) (7) (8) (16) |
| | Revolver | | SOFR + 5.00%, 10.6% Cash | | 12/21 | | 12/27 | | — | | | (13) | | | (6) | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 6,248 | | | 6,159 | | | 6,207 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Terrybear, Inc. | | Consumer Products | | Subordinated Term Loan | | 10.0% Cash, 4.0% PIK | | 04/22 | | 04/28 | | 274 | | | 270 | | | 260 | | | — | % | | (7) (28) |
| | Common Stock (24,359 shares) | | N/A | | 04/22 | | N/A | | | | 239 | | | 115 | | | — | % | | (7) (26) |
| | | | | | | | | | 274 | | | 509 | | | 375 | | | | | |
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| The Caprock Group, Inc. (aka TA/TCG Holdings, LLC) | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | SOFR + 4.25%, 9.6% Cash | | 10/21 | | 12/27 | | 1,239 | | | 1,188 | | | 1,239 | | | 0.1 | % | | (5) (6) (7) (8) (16) (29) |
| | Revolver | | SOFR + 4.25%, 9.6% Cash | | 10/21 | | 12/27 | | — | | | (14) | | | — | | | — | % | | (7) (8) (16) (28) (29) |
| | Subordinated Term Loan | | SOFR + 7.75%, 13.2% Cash | | 10/21 | | 12/27 | | 5,368 | | | 5,294 | | | 5,338 | | | 0.4 | % | | (7) (8) (17) (28) |
| | | | | | | | | | 6,607 | | | 6,468 | | | 6,577 | | | | | |
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| The Cleaver-Brooks Company, Inc. | | Capital Equipment | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 07/22 | | 07/28 | | 14,164 | | | 13,894 | | | 14,164 | | | 1.1 | % | | (5) (6) (7) (8) (15) (28) (29) |
| | Subordinated Term Loan | | 12.5%, PIK | | 07/22 | | 07/29 | | 4,234 | | | 4,168 | | | 4,185 | | | 0.3 | % | | (7) (28) |
| | | | | | | | | | 18,398 | | | 18,062 | | | 18,349 | | | | | |
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| The Hilb Group, LLC | | Insurance Brokerage | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.2% Cash | | 05/21 | | 12/26 | | 8,920 | | | 8,787 | | | 8,854 | | | 0.7 | % | | (5) (6) (7) (8) (15) (28) (29) |
| | | | | | | | | | 8,920 | | | 8,787 | | | 8,854 | | | | | |
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| The Octave Music Group, Inc. | | Media: Diversified & Production | | Second Lien Senior Secured Term Loan | | SOFR + 7.50%, 12.8% Cash | | 04/22 | | 04/30 | | 2,234 | | | 2,196 | | | 2,215 | | | 0.2 | % | | (5) (7) (8) (16) |
| | Partnership Equity (353,584.39 units) | | N/A | | 04/22 | | N/A | | | | 354 | | | 1,124 | | | 0.1 | % | | (7) (26) (28) |
| | | | | | | | | | 2,234 | | | 2,550 | | | 3,339 | | | | | |
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| Total Safety U.S. Inc. | | Diversified Support Services | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.5% Cash, 5.0% PIK | | 07/22 | | 08/25 | | 7,865 | | | 7,865 | | | 7,865 | | | 0.6 | % | | (7) (8) (15) (28) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.5% Cash | | 08/21 | | 08/25 | | 2,152 | | | 2,140 | | | 2,040 | | | 0.2 | % | | (8) (15) (28) |
| | | | | | | | | | 10,017 | | | 10,005 | | | 9,905 | | | | | |
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| Trader Corporation | | Technology | | First Lien Senior Secured Term Loan | | CDOR + 6.75%, 12.2% Cash | | 12/22 | | 12/29 | | 2,629 | | | 2,481 | | | 2,587 | | | 0.2 | % | | (3) (5) (7) (8) (21) |
| | Revolver | | CDOR + 6.75%, 12.2% Cash | | 12/22 | | 12/28 | | — | | | (7) | | | (6) | | | — | % | | (3) (7) (8) (21) (28) (29) |
| | | | | | | | | | 2,629 | | | 2,474 | | | 2,581 | | | | | |
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| Trident Maritime Systems, Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 05/21 | | 02/27 | | 9,284 | | | 9,196 | | | 9,076 | | | 0.7 | % | | (6) (7) (8) (16) (28) |
| | | | | | | | | | 9,284 | | | 9,196 | | | 9,076 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Trintech, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 11.9% Cash | | 07/23 | | 07/29 | | 12,571 | | | 12,214 | | | 12,257 | | | 0.9 | % | | (5) (7) (8) (15) |
| | Revolver | | SOFR + 6.50%, 11.9% Cash | | 07/23 | | 07/29 | | 408 | | | 367 | | | 373 | | | — | % | | (7) (8) (15) (28) (29) |
| | | | | | | | | | 12,979 | | | 12,581 | | | 12,630 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
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) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Truck-Lite Co., LLC | | Automotive Parts & Equipment | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.7% Cash | | 05/21 | | 12/26 | | $ | 21,096 | | | $ | 20,891 | | | $ | 20,885 | | | 1.6 | % | | (5) (6) (7) (8) (16) |
| | | | | | | | | | 21,096 | | | 20,891 | | | 20,885 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| TSYL Corporate Buyer, Inc. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 10.1% Cash | | 12/22 | | 12/28 | | 844 | | | 806 | | | 810 | | | 0.1 | % | | (5) (6) (7) (8) (16) (29) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 10.4% Cash | | 12/23 | | 12/28 | | 627 | | | 584 | | | 584 | | | — | % | | (5) (7) (8) (16) |
| | Revolver | | SOFR + 4.75%, 10.1% Cash | | 12/22 | | 12/28 | | — | | | (10) | | | (10) | | | — | % | | (7) (8) (16) (28) (29) |
| | Partnership Units (4,673 units) | | N/A | | 12/22 | | N/A | | | | 5 | | | 9 | | | — | % | | (7) (26) (28) |
| | | | | | | | | | 1,471 | | | 1,385 | | | 1,393 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Turbo Buyer, Inc. | | Finance Companies | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.5% Cash | | 11/21 | | 12/25 | | 12,512 | | | 12,370 | | | 12,063 | | | 0.9 | % | | (5) (6) (7) (8) (16) (29) |
| | | | | | | | | | 12,512 | | | 12,370 | | | 12,063 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Turnberry Solutions, Inc. | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.4% Cash | | 07/21 | | 09/26 | | 2,619 | | | 2,590 | | | 2,599 | | | 0.2 | % | | (6) (7) (8) (16) |
| | | | | | | | | | 2,619 | | | 2,590 | | | 2,599 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| UBC Ledgers Holding AB | | Financial Other | | First Lien Senior Secured Term Loan | | STIBOR + 5.25%, 9.3% Cash | | 12/23 | | 12/30 | | 1,590 | | | 1,467 | | | 1,529 | | | 0.1 | % | | (3) (5) (7) (8) (20) (29) |
| | Revolver | | STIBOR + 5.25%, 9.3% Cash | | 12/23 | | 06/24 | | — | | | — | | | — | | | — | % | | (3) (7) (8) (20) (28) (29) |
| | | | | | | | | | 1,590 | | | 1,467 | | | 1,529 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| UKFast Leaders Limited | | Technology | | First Lien Senior Secured Term Loan | | SONIA + 4.50%, 4.5% Cash, 3.4% PIK | | 05/21 | | 09/27 | | 4,658 | | | 5,055 | | | 4,206 | | | 0.3 | % | | (3) (5) (7) (8) (18) |
| | | | | | | | | | 4,658 | | | 5,055 | | | 4,206 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Union Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 11.4% Cash | | 06/22 | | 06/29 | | 2,503 | | | 2,338 | | | 2,350 | | | 0.2 | % | | (3) (5) (7) (8) (18) (29) |
| | | | | | | | | | 2,503 | | | 2,338 | | | 2,350 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| United Therapy Holding III GmbH | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 9.9% Cash | | 04/22 | | 03/29 | | 1,676 | | | 1,586 | | | 1,220 | | | 0.1 | % | | (3) (5) (7) (8) (11) (29) |
| | | | | | | | | | 1,676 | | | 1,586 | | | 1,220 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Unither (Uniholding) | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 10.2% Cash | | 03/23 | | 03/30 | | 2,094 | | | 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 Services | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 05/21 | | 11/24 | | 3,497 | | | 3,436 | | | 3,362 | | | 0.3 | % | | (5) (6) (7) (8) (15) (29) |
| | | | | | | | | | 3,497 | | | 3,436 | | | 3,362 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Utac Ceram | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.65%, 10.1% Cash, 1.8% PIK | | 05/21 | | 09/27 | | 886 | | | 950 | | | 834 | | | 0.1 | % | | (3) (5) (7) (8) (10) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.65%, 12.0% Cash, 1.8% PIK | | 05/21 | | 09/27 | | 247 | | | 243 | | | 232 | | | — | % | | (3) (5) (7) (8) (16) |
| | | | | | | | | | 1,133 | | | 1,193 | | | 1,066 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Validity, Inc. | | IT Consulting & Other Services | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.7% Cash | | 05/21 | | 05/26 | | 939 | | | 922 | | | 939 | | | 0.1 | % | | (5) (7) (8) (15) |
| | | | | | | | | | 939 | | | 922 | | | 939 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Victoria Bidco Limited | | Industrial Machinery | | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 11.4% Cash | | 03/22 | | 01/29 | | 5,389 | | | 5,523 | | | 4,845 | | | 0.4 | % | | (3) (5) (7) (8) (18) |
| | | | | | | | | | 5,389 | | | 5,523 | | | 4,845 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| VistaJet Pass Through Trust 2021-1B | | Airlines | | Structured Secured Note - Class B | | 6.3% Cash | | 11/21 | | 02/29 | | 7,857 | | | 7,857 | | | 6,524 | | | 0.5 | % | | (7) (28) |
| | | | | | | | | | 7,857 | | | 7,857 | | | 6,524 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Vital Buyer, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 06/21 | | 06/28 | | 4,920 | | | 4,802 | | | 4,920 | | | 0.4 | % | | (6) (7) (8) (16) (28) |
| | Partnership Units (1,096.2 units) | | N/A | | 06/21 | | N/A | | | | 11 | | | 29 | | | — | % | | (7) (26) |
| | | | | | | | | | 4,920 | | | 4,813 | | | 4,949 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry | | Investment Type(1)(2) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Affiliate Investments (4): | | | | | | | | | | | | | | | | | | |
| Eclipse Business Capital, LLC | | Banking, Finance, Insurance, & Real Estate | | Second Lien Senior Secured Term Loan | | 7.5% Cash | | 08/21 | | 07/28 | | $ | 3,209 | | | $ | 3,182 | | | $ | 3,209 | | | 0.3 | % | | (6) |
| | Revolver | | LIBOR + 7.25% | | 08/21 | | 07/28 | | 3,722 | | | 3,646 | | | 3,722 | | | 0.3 | % | | (6) (8) |
| | LLC Units (63,139,338 units) | | N/A | | 08/21 | | N/A | | | | 65,809 | | | 95,340 | | | 8.8 | % | | (6) |
| | | | | | | | | | 6,931 | | | 72,637 | | | 102,271 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Thompson Rivers LLC | | Investment Funds & Vehicles | | 6.3% Member Interest | | N/A | | 08/21 | | N/A | | — | | | 19,213 | | | 12,041 | | | 1.1 | % | |
|
| | | | | | | | | | — | | | 19,213 | | | 12,041 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Waccamaw River LLC | | Investment Funds & Vehicles | | 20% Member Interest | | N/A | | 08/21 | | N/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: | | | | | | | | | | | | | |
| Description | | Company Receives | | Company Pays | | Maturity Date | | Notional Amount | | Value | | Hedged Instrument | Unrealized 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) | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 20222023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Foreign Currency Forward Contracts: | | | | | | | | | | |
| Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Counterparty | | Settlement Date | | Unrealized Appreciation (Depreciation) |
| Foreign currency forward contract (AUD) | | A$61,845 | | $41,434 | | BNP Paribas SA | | 01/09/23 | | $ | 660 | |
| Foreign currency forward contract (AUD) | | A$2,300 | | $1,557 | | BNP Paribas SA | | 04/11/23 | | 14 | |
| Foreign currency forward contract (AUD) | | $40,131 | | A$61,845 | | BNP Paribas SA | | 01/09/23 | | (1,964) | |
| Foreign currency forward contract (AUD) | | $42,446 | | A$63,128 | | BNP Paribas SA | | 04/11/23 | | (684) | |
| | | | | | | | | | |
| Foreign currency forward contract (CAD) | | C$7,479 | | $5,491 | | BNP Paribas SA | | 01/09/23 | | 35 | |
| Foreign currency forward contract (CAD) | | $5,473 | | $7,479 | | BNP Paribas SA | | 01/09/23 | | (53) | |
| Foreign currency forward contract (CAD) | | $5,383 | | $7,326 | | BNP Paribas SA | | 04/11/23 | | (35) | |
| | | | | | | | | | |
| Foreign currency forward contract (DKK) | | 7,401kr. | | $1,056 | | BNP Paribas SA | | 01/09/23 | | 9 | |
| Foreign currency forward contract (DKK) | | $982 | | 7,401kr. | | BNP Paribas SA | | 01/09/23 | | (83) | |
| Foreign currency forward contract (DKK) | | $1,078 | | 7,499kr. | | BNP Paribas SA | | 04/11/23 | | (9) | |
| | | | | | | | | | |
| Foreign currency forward contract (EUR) | | €187,162 | | $198,632 | | BNP Paribas SA | | 01/09/23 | | 1,693 | |
| Foreign currency forward contract (EUR) | | $185,138 | | €187,162 | | BNP Paribas SA | | 01/09/23 | | (15,187) | |
| Foreign currency forward contract (EUR) | | $199,111 | | €186,411 | | BNP Paribas SA | | 04/11/23 | | (1,665) | |
| | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £56,336 | | $68,032 | | BNP Paribas SA | | 01/09/23 | | 13 | |
| Foreign currency forward contract (GBP) | | £1,600 | | $1,929 | | BNP Paribas SA | | 04/11/23 | | 7 | |
| Foreign currency forward contract (GBP) | | $62,569 | | £56,336 | | BNP Paribas SA | | 01/09/23 | | (5,477) | |
| Foreign currency forward contract (GBP) | | $66,247 | | £54,756 | | BNP Paribas SA | | 04/11/23 | | (38) | |
| | | | | | | | | | |
| Foreign currency forward contract (NZD) | | NZ$8,665 | | $5,451 | | BNP Paribas SA | | 01/09/23 | | 46 | |
| Foreign currency forward contract (NZD) | | $5,009 | | NZ$8,665 | | BNP Paribas SA | | 01/09/23 | | (487) | |
| Foreign currency forward contract (NZD) | | $5,060 | | NZ$8,044 | | BNP Paribas SA | | 04/11/23 | | (46) | |
| | | | | | | | | | |
| Foreign currency forward contract (NOK) | | 38,802kr | | $3,939 | | BNP Paribas SA | | 01/09/23 | | 6 | |
| Foreign currency forward contract (NOK) | | $3,626 | | 38,802kr | | BNP Paribas SA | | 01/09/23 | | (318) | |
| Foreign currency forward contract (NOK) | | $4,097 | | 40,202kr | | BNP Paribas SA | | 04/11/23 | | (7) | |
| | | | | | | | | | |
| Foreign currency forward contract (SEK) | | 5,694kr | | $547 | | BNP Paribas SA | | 01/09/23 | | — | |
| Foreign currency forward contract (SEK) | | $512 | | 5,694kr | | BNP Paribas SA | | 01/09/23 | | (35) | |
| Foreign currency forward contract (SEK) | | $555 | | 5,751kr | | BNP Paribas SA | | 04/11/23 | | — | |
| | | | | | | | | | |
| Foreign currency forward contract (CHF) | | 18,873Fr. | | $19,744 | | BNP Paribas SA | | 01/09/23 | | 689 | |
| Foreign currency forward contract (CHF) | | $19,491 | | 18,873Fr. | | BNP Paribas SA | | 01/09/23 | | (942) | |
| Foreign currency forward contract (CHF) | | $5,336 | | 4,891Fr. | | BNP Paribas SA | | 04/11/23 | | (12) | |
| | | | | | | | | | |
| | | | | | | | | | |
| Total Foreign Currency Forward Contracts, December 31, 2022 | | | | | | | | $ | (23,870) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Industry(30) | | Investment Type(1)(2)(31) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| VP Holding Company | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.7% Cash | | 05/21 | | 12/25 | | $ | 19,396 | | | $ | 19,325 | | | $ | 18,679 | | | 1.4 | % | | (5) (6) (7) (8) (16) |
| | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.7% Cash | | 05/21 | | 05/24 | | 1,931 | | | 1,926 | | | 1,859 | | | 0.1 | % | | (5) (7) (8) (16) (28) |
| | | | | | | | | | 21,327 | | | 21,251 | | | 20,538 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| W2O Holdings, Inc. | | Healthcare Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 10.6% Cash | | 05/21 | | 06/25 | | 1,097 | | | 1,096 | | | 1,076 | | | 0.1 | % | | (7) (16) (28) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 10.9% Cash | | 05/21 | | 06/25 | | 482 | | | 470 | | | 470 | | | — | % | | (7) (17) (28) (29) |
| | | | | | | | | | 1,579 | | | 1,566 | | | 1,546 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| WEST-NR ACQUISITIONCO, LLC | | Insurance | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 11.7% Cash | | 08/23 | | 12/27 | | 3,741 | | | 3,604 | | | 3,604 | | | 0.3 | % | | (5) (7) (8) (16) (29) |
| | | | | | | | | | 3,741 | | | 3,604 | | | 3,604 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Wheels Up Experience Inc | | Transportation Services | | First Lien Senior Secured Term Loan | | 12.0% Cash | | 09/22 | | 10/29 | | 17,907 | | | 17,277 | | | 16,474 | | | 1.3 | % | | (7) (28) |
| | | | | | | | | | 17,907 | | | 17,277 | | | 16,474 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Whitcraft Holdings, Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | SOFR + 7.00%, 12.3% Cash | | 02/24 | | 02/29 | | 12,806 | | | 12,347 | | | 12,409 | | | 0.9 | % | | (7) (8) (16) (28) |
| | Revolver | | SOFR + 7.00%, 12.3% Cash | | 02/24 | | 02/29 | | 168 | | | 81 | | | 90 | | | — | % | | (7) (8) (16) (28) (29) |
| | LP Units (84,116.1 units) | | N/A | | 02/24 | | N/A | | | | 841 | | | 1,072 | | | 0.1 | % | | (7) (26) (28) |
| | | | | | | | | | 12,974 | | | 13,269 | | | 13,571 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| White Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.4% Cash | | 10/23 | | 10/30 | | 1,749 | | | 1,688 | | | 1,687 | | | 0.1 | % | | (3) (5) (7) (8) (16) (28) (29) |
| | | | | | | | | | 1,749 | | | 1,688 | | | 1,687 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Woodland Foods, LLC | | Food & Beverage | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.4% Cash | | 12/21 | | 12/27 | | 8,170 | | | 8,056 | | | 7,500 | | | 0.6 | % | | (6) (7) (8) (16) |
| | Revolver | | SOFR + 5.75%, 11.4% Cash | | 12/21 | | 12/27 | | 1,131 | | | 1,109 | | | 998 | | | 0.1 | % | | (7) (8) (16) (28) (29) |
| | Common Stock (1,204.46 shares) | | N/A | | 12/21 | | N/A | | | | 1,204 | | | 733 | | | 0.1 | % | | (7) (26) |
| | | | | | | | | | 9,301 | | | 10,369 | | | 9,231 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| World 50, Inc. | | Professional Services | | First Lien Senior Secured Term Loan | | SOFR + 4.50%, 10.1% Cash | | 05/21 | | 01/26 | | 15,451 | | | 15,305 | | | 15,385 | | | 1.2 | % | | (5) (6) (7) (8) (15) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | 15,451 | | | 15,305 | | | 15,385 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| WWEC Holdings III Corp | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 11.1% Cash | | 10/22 | | 10/28 | | 8,039 | | | 7,893 | | | 8,039 | | | 0.6 | % | | (5) (7) (8) (16) |
| | Revolver | | SOFR + 5.75%, 11.1% Cash | | 10/22 | | 10/28 | | 349 | | | 314 | | | 349 | | | — | % | | (7) (8) (16) (28) (29) |
| | | | | | | | | | 8,388 | | | 8,207 | | | 8,388 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Xeinadin Bidco Limited | | Financial Other | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 10.4% Cash | | 05/22 | | 05/29 | | 12,273 | | | 11,641 | | | 12,049 | | | 0.9 | % | | (3) (5) (7) (8) (18) (29) |
| | Subordinated Term Loan | | 11.0% PIK | | 05/22 | | 05/29 | | 4,627 | | | 4,387 | | | 4,552 | | | 0.3 | % | | (3) (7) (28) |
| | Common Stock (36,532,680 shares) | | N/A | | 05/22 | | N/A | | | | 452 | | | 466 | | | — | % | | (3) (7) (26) (28) |
| | | | | | | | | | 16,900 | | | 16,480 | | | 17,067 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ZB Holdco LLC | | Food & Beverage | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 11.5% Cash | | 02/22 | | 02/28 | | 6,339 | | | 6,189 | | | 6,271 | | | 0.5 | % | | (5) (7) (8) (16) (29) |
| | Revolver | | SOFR + 6.00%, 11.5% Cash | | 02/22 | | 02/28 | | — | | | (12) | | | (6) | | | — | % | | (7) (8) (16) (28) (29) |
| | LLC Units (152.7 units) | | N/A | | 02/22 | | 02/28 | | | | 153 | | | 173 | | | — | % | | (7) |
| | | | | | | | | | 6,339 | | | 6,330 | | | 6,438 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Zeppelin Bidco Limited | | Services: Business | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 11.4% Cash | | 03/22 | | 03/29 | | 3,084 | | | 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 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
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) | | Interest | | Acq. Date | | Maturity Date | | Principal
Amount | | Cost | | Fair
Value | | % of Net Assets * | | Notes |
| Affiliate Investments (4): | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Coastal Marina Holdings, LLC | | Hotel, Gaming and Leisure | | Subordinated Term Loan | | 10.0% PIK | | 11/21 | | 11/31 | | $ | 3,647 | | | $ | 3,459 | | | $ | 3,434 | | | 0.3 | % | | (7) (28) |
| | Subordinated Term Loan | | 8.0% Cash | | 11/21 | | 11/31 | | 8,310 | | | 7,798 | | | 7,824 | | | 0.6 | % | | (7) (28) |
| | LLC Units (1,203,914.5 units) | | N/A | | 11/21 | | N/A | | | | 5,472 | | | 6,080 | | | 0.5 | % | | (7) (26) |
| | | | | | | | | | 11,957 | | | 16,729 | | | 17,338 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| CPCF BPCC LLC | | Investment Funds & Vehicles | | 9.1% Member Interest | | N/A | | 06/23 | | N/A | | | | 7,886 | | | 7,763 | | | 0.6 | % | | (3) (28) |
| | | | | | | | | | | | 7,886 | | | 7,763 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Eclipse Business Capital, LLC | | Banking,
Finance,
Insurance &
Real Estate | | Revolver | | SOFR + 7.25%, 12.6% Cash | | 08/21 | | 07/28 | | 3,914 | | | 3,852 | | | 3,915 | | | 0.3 | % | | (7) (15) (28) (29) |
| | Second Lien Senior Secured Term Loan | | 7.5% Cash | | 08/21 | | 07/28 | | 3,209 | | | 3,186 | | | 3,209 | | | 0.2 | % | | (7) (28) |
| | LLC Units (63,139,338 units) | | N/A | | 08/21 | | N/A | | | | 65,621 | | | 102,917 | | | 7.9 | % | | (7) (28) |
| | | | | | | | | | 7,123 | | | 72,659 | | | 110,041 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Rocade Holdings LLC | | Other Financial | | Preferred LP Units (108,000 units) | | SOFR + 6.0% PIK, 11.3% PIK | | 02/23 | | N/A | | | | 114,113 | | | 114,113 | | | 8.7 | % | | (7) (16) (28) (29) |
| | Common LP Units (30.8 units) | | N/A | | 02/23 | | N/A | | | | — | | | 1,092 | | | 0.1 | % | | (7) (26) (28) |
| | | | | | | | | | | | 114,113 | | | 115,205 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Thompson Rivers LLC | | Investment Funds & Vehicles | | 6.3% Member Interest | | N/A | | 08/21 | | N/A | | | | 12,175 | | | 5,304 | | | 0.4 | % | | (26) (28) |
| | | | | | | | | | | | 12,175 | | | 5,304 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Waccamaw River LLC | | Investment Funds & Vehicles | | 20.0% Member Interest | | N/A | | 08/21 | | N/A | | | | 25,082 | | | 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: | | | | | | | | | | | | | | |
| Description | | Company Receives | | Company Pays | | Maturity Date | | Notional Amount | | Value | | Hedged Instrument | | Unrealized 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) | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Foreign Currency Forward Contracts: | | | | | | | | | | |
| Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Counterparty | | Settlement Date | | Unrealized Appreciation (Depreciation) |
| Foreign currency forward contract (AUD) | | $45,208 | | A$70,473 | | BNP Paribas SA | | 01/10/24 | | $ | (2,932) | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forward contract (CAD) | | $5,336 | | C$7,280 | | BNP Paribas SA | | 01/10/24 | | (178) | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forward contract (DKK) | | $1,128 | | 7,968kr. | | BNP Paribas SA | | 01/10/24 | | (55) | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forward contract (EUR) | | $229,170 | | €216,996 | | BNP Paribas SA | | 01/10/24 | | (10,903) | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £4,844 | | $6,086 | | BNP Paribas SA | | 01/10/24 | | 85 | |
| Foreign currency forward contract (GBP) | | $75,288 | | £61,973 | | BNP Paribas SA | | 01/10/24 | | (3,669) | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forward contract (NZD) | | $5,519 | | NZ$9,248 | | BNP Paribas SA | | 01/10/24 | | (342) | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forward contract (NOK) | | $3,997 | | 43,081kr | | BNP Paribas SA | | 01/10/24 | | (258) | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forward contract (SEK) | | $1,868 | | 19,907kr | | BNP Paribas SA | | 01/10/24 | | (113) | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forward contract (CHF) | | $6,759 | | 6,137Fr. | | BNP Paribas SA | | 01/10/24 | | (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:
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 Company | | Portfolio Company | Type 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 Value | Amount of Interest or Dividends Credited to Income(c) |
| Portfolio Company | Type 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 | | $ | 4 | | $ | — | | $ | — | | $ | (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 LLC | Thompson Rivers LLC | 6.3% Member Interest | $ | 33,511 | | $ | — | | $ | (13,036) | | $ | — | | $ | (8,434) | | $ | 12,041 | | $ | 3,571 | |
| $ | 33,511 | | $ | — | | $ | (13,036) | | $ | — | | $ | (8,434) | | $ | 12,041 | | $ | 3,571 | |
| | Waccamaw River LLC | Waccamaw River LLC | 20% 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 Investments | Total 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, 2023 | Percent of Portfolio | Percent of Total Net Assets |
| Aerospace and Defense | $ | 118,617 | | 4.8 | % | 9.1 | % |
| Automotive | 47,469 | | 1.9 | | 3.6 | |
| Banking, Finance, Insurance and Real Estate | 401,512 | | 16.3 | | 30.7 | |
| Beverage, Food and Tobacco | 25,223 | | 1.0 | | 1.9 | |
| Capital Equipment | 72,457 | | 3.0 | | 5.5 | |
| Chemicals, Plastics, and Rubber | 27,798 | | 1.1 | | 2.1 | |
| Construction and Building | 21,657 | | 0.9 | | 1.7 | |
| Consumer goods: Durable | 53,766 | | 2.2 | | 4.1 | |
| Consumer goods: Non-durable | 37,547 | | 1.5 | | 2.9 | |
| Containers, Packaging and Glass | 49,219 | | 2.0 | | 3.8 | |
| Energy: Electricity | 8,389 | | 0.3 | | 0.6 | |
| | | |
| Environmental Industries | 61,116 | | 2.5 | | 4.7 | |
| | | |
| Healthcare and Pharmaceuticals | 226,610 | | 9.2 | | 17.3 | |
| High Tech Industries | 372,585 | | 15.2 | | 28.5 | |
| Hotel, Gaming and Leisure | 21,742 | | 0.9 | | 1.7 | |
| Investment Funds and Vehicles | 28,538 | | 1.2 | | 2.2 | |
| Media: Advertising, Printing and Publishing | 27,801 | | 1.1 | | 2.1 | |
| Media: Broadcasting and Subscription | 5,767 | | 0.2 | | 0.4 | |
| Media: Diversified and Production | 58,154 | | 2.4 | | 4.5 | |
| Metals and Mining | — | | — | | — | |
| | | |
| Services: Business | 390,046 | | 15.9 | | 29.8 | |
| Services: Consumer | 127,976 | | 5.2 | | 9.8 | |
| Structured Products | 40,421 | | 1.6 | | 3.1 | |
| Telecommunications | 23,688 | | 1.0 | | 1.8 | |
| Transportation: Cargo | 150,066 | | 6.1 | | 11.5 | |
| Transportation: Consumer | 49,022 | | 2.0 | | 3.8 | |
| Utilities: Electric | 11,743 | | 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) | | Cost | | Percent of
Total
Portfolio | | Fair Value | | Percent 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 | | | 7 | | | 148,450 | | | 6 | | | 11 | |
| Structured products | | 27,146 | | | 1 | | | 23,947 | | | 1 | | | 2 | |
| Equity shares | | 254,999 | | | 10 | | | 297,213 | | | 12 | | | 23 | |
| Equity warrants | | 4 | | | — | | | 2,475 | | | — | | | — | |
| Investment in joint ventures | | 45,143 | | | 2 | | | 28,538 | | | 1 | | | 2 | |
| | | | | | | | | | |
| | $ | 2,467,727 | | | 100 | % | | $ | 2,458,929 | | | 100 | % | | 188 | % |
See accompanying notes.
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
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.
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.
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
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,
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;
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
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
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) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage of
Total Portfolio | | Percentage of
Total
Net Assets | ($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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 | | | 8 | | | 165,123 | | | 7 | | | 15 | |
| Structured products | Structured products | 27,849 | | | 1 | | | 24,426 | | | 1 | | | 2 | |
| Equity shares | Equity shares | 145,965 | | | 6 | | | 180,623 | | | 8 | | | 16 | |
| Equity warrants | Equity warrants | 4 | | | — | | | 1,073 | | | — | | | — | |
| Investment in joint ventures | Investment in joint ventures | 38,201 | | | 2 | | | 27,762 | | | 1 | | | 2 | |
| | $ | 2,287,113 | | | 100 | % | | $ | 2,271,398 | | | 100 | % | | 203 | % |
| $ | |
| $ | |
| $ | | 2,575,830 | | | 100 | % | | $ | 2,568,911 | | | 100 | % | | 157 | % |
| ($ in thousands) | ($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage of
Total Portfolio | | Percentage of
Total
Net Assets | ($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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 | | | 8 | | | 163,899 | | | 8 | | | 15 | |
| Structured products | Structured products | 28,560 | | | 1 | | | 25,022 | | | 1 | | | 2 | |
| Equity shares | Equity shares | 130,616 | | | 6 | | | 158,131 | | | 7 | | | 15 | |
| Equity warrants | Equity warrants | 4 | | | — | | | 1,083 | | | — | | | — | |
| Investment in joint ventures | Investment in joint ventures | 41,815 | | | 2 | | | 32,253 | | | 2 | | | 3 | |
| | $ | 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.
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 $6.8 million.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Industry Composition
The industry composition of investments at fair value at March 31, 20232024 and December 31, 20222023 was as follows:
| | ($ in thousands) | ($ in thousands) | March 31, 2023 | | December 31, 2022 | ($ in thousands) | March 31, 2024 | Percent of Portfolio | Percent of Total Net Assets | | December 31, 2023 | Percent of Portfolio | Percent of Total Net Assets |
| Aerospace and Defense | Aerospace 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 | % |
| Automotive | Automotive | 55,052 | | 2.4 | | | 54,357 | | | 2.5 | |
| Banking, Finance, Insurance and Real Estate | Banking, Finance, Insurance and Real Estate | 283,621 | | 12.5 | | | 270,117 | | | 12.5 | |
| Beverage, Food and Tobacco | Beverage, Food and Tobacco | 22,687 | | 1.0 | | | 21,389 | | | 1.0 | |
| Capital Equipment | Capital Equipment | 83,621 | | 3.7 | | | 60,393 | | | 2.8 | |
| Chemicals, Plastics, and Rubber | Chemicals, Plastics, and Rubber | 34,189 | | 1.5 | | | 34,679 | | | 1.6 | |
| Construction and Building | Construction and Building | 23,943 | | 1.0 | | | 23,802 | | | 1.1 | |
| Consumer Goods: Durable | Consumer Goods: Durable | 30,679 | | 1.4 | | | 29,699 | | | 1.4 | |
| Consumer Goods: Non-durable | Consumer Goods: Non-durable | 35,658 | | 1.6 | | | 35,567 | | | 1.6 | |
| Containers, Packaging and Glass | Containers, Packaging and Glass | 46,771 | | 2.1 | | | 47,828 | | | 2.2 | |
| | Energy: Electricity | |
| Energy: Electricity | |
| Energy: Electricity | |
| | Environmental Industries | Environmental Industries | 60,438 | | 2.7 | | | 60,035 | | | 2.8 | |
| Environmental Industries | |
| Environmental Industries | |
| | Healthcare and Pharmaceuticals | |
| Healthcare and Pharmaceuticals | |
| Healthcare and Pharmaceuticals | Healthcare and Pharmaceuticals | 206,339 | | 9.1 | | | 197,319 | | | 9.1 | |
| High Tech Industries | High Tech Industries | 348,892 | | 15.4 | | | 346,180 | | | 16.0 | |
| Hotel, Gaming and Leisure | Hotel, Gaming and Leisure | 20,528 | | 0.9 | | | 20,211 | | | 0.9 | |
| Investment Funds and Vehicles | Investment Funds and Vehicles | 27,762 | | 1.2 | | | 32,253 | | | 1.5 | |
| Media: Advertising, Printing and Publishing | Media: Advertising, Printing and Publishing | 34,975 | | 1.5 | | | 35,399 | | | 1.6 | |
| Media: Broadcasting and Subscription | Media: Broadcasting and Subscription | 9,366 | | 0.4 | | | 9,372 | | | 0.5 | |
| Media: Diversified and Production | Media: Diversified and Production | 35,011 | | 1.5 | | | 29,337 | | | 1.4 | |
| Metals and Mining | 7,449 | | 0.3 | | | 7,442 | | | 0.3 | |
| | Services: Business | |
| | Services: Business | |
| | Services: Business | Services: Business | 389,905 | | 17.2 | | | 371,974 | | | 17.3 | |
| Services: Consumer | Services: Consumer | 102,214 | | 4.5 | | | 99,808 | | | 4.6 | |
| Structured Products | Structured Products | 46,038 | | 2.0 | | | 46,943 | | | 2.2 | |
| Telecommunications | Telecommunications | 21,515 | | 1.0 | | | 20,922 | | | 1.0 | |
| Transportation: Cargo | Transportation: Cargo | 155,374 | | 6.8 | | | 142,437 | | | 6.6 | |
| Transportation: Consumer | Transportation: Consumer | 48,690 | | 2.1 | | | 48,878 | | | 2.3 | |
| Utilities: Electric | Utilities: Electric | 10,092 | | 0.4 | | | 10,347 | | | 0.5 | |
| | Total | Total | $ | 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.
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) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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, 2024 | | December 31, 2023 | | |
| Aerospace and Defense | $ | 23,719 | | 9.4 | % | | $ | 15,754 | | 7.4 | % | | | | |
| Automotive | 6,927 | | 2.7 | | | 6,908 | | 3.3 | | | | | |
| Banking, Finance, Insurance and Real Estate | 12,991 | | 5.2 | | | 12,729 | | 6.0 | | | | | |
| | | | | | | | | |
| Capital Equipment | 22,861 | | 9.1 | | | 22,834 | | 10.8 | | | | | |
| Chemicals, Plastics, and Rubber | 2,978 | | 1.2 | | | 2,961 | | 1.4 | | | | | |
| | | | | | | | | |
| Consumer Goods: Durable | 2,915 | | 1.2 | | | 2,962 | | 1.4 | | | | | |
| Consumer Goods: Non-durable | 4,900 | | 1.9 | | | — | | — | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Energy: Electricity | 4,826 | | 1.9 | | | 4,962 | | 2.3 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Healthcare and Pharmaceuticals | 27,747 | | 11.0 | | | 24,572 | | 11.6 | | | | | |
| High Tech Industries | 53,424 | | 21.2 | | | 40,316 | | 19.0 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Media: Advertising, Printing and Publishing | 6,265 | | 2.5 | | | 6,478 | | 3.1 | | | | | |
| | | | | | | | | |
| Media: Diversified and Production | 5,881 | | 2.3 | | | 5,806 | | 2.7 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Services: Business | 54,822 | | 21.8 | | | 44,317 | | 20.8 | | | | | |
| Services: Consumer | 9,893 | | 3.9 | | | 9,892 | | 4.7 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Transportation: Cargo | 2,995 | | 1.2 | | | 2,911 | | 1.4 | | | | | |
| Transportation: Consumer | 4,938 | | 2.0 | | | 4,951 | | 2.3 | | | | | |
| Utilities: Electric | 3,920 | | 1.5 | | | 3,903 | | 1.8 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Total | $ | 252,002 | | 100.0 | % | | $ | 212,256 | | 100.0 | % | | | | |
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, 2024 | | December 31, 2023 | | |
| | | | | | | | | |
| | | | | | | | | |
| Canada | $ | 9,961 | | 3.9 | % | | $ | 9,959 | | 4.7 | % | | | | |
| France | 20,585 | | 8.2 | | | 21,122 | | 10.0 | | | | | |
| Germany | 9,835 | | 3.9 | | | 9,945 | | 4.7 | | | | | |
| | | | | | | | | |
| Netherlands | 2,982 | | 1.2 | | | 3,043 | | 1.4 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| United Kingdom | 5,693 | | 2.3 | | | 5,968 | | 2.8 | | | | | |
| USA | 202,946 | | 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.
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 $0.2 million and weighted average coupon of 4.0%.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 20232024 and December 31, 2022,2023, the Thompson Rivers investment portfolio consisted of the following investments:
| | ($ in thousands) | ($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage of
Total Portfolio | ($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage of
Total Portfolio |
| March 31, 2023: | | | | | | | |
| March 31, 2024: | |
| Federal Housing Administration (“FHA”) loans | |
| Federal Housing Administration (“FHA”) loans | |
| Federal Housing Administration (“FHA”) loans | Federal Housing Administration (“FHA”) loans | $ | 634,664 | | | 91 | % | | $ | 605,542 | | | 91 | % | $ | 306,491 | | | 93 | | 93 | % | | $ | 287,390 | | | 93 | | 93 | % |
| Veterans Affairs (“VA”) loans | Veterans Affairs (“VA”) loans | 61,344 | | | 9 | | | 58,569 | | | 9 | |
| | $ | 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”) loans | Federal Housing Administration (“FHA”) loans | $ | 864,625 | | | 91 | % | | $ | 811,358 | | | 91 | % | $ | 360,847 | | | 93 | | 93 | % | | $ | 342,240 | | | 93 | | 93 | % |
| Veterans Affairs (“VA”) loans | Veterans Affairs (“VA”) loans | 84,654 | | | 9 | | | 79,553 | | | 9 | |
| $ | 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 Corporation | Total 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 members | Total 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..
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 Corporation | Total 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 Corporation | Total 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.
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
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
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
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 Value | | Valuation
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 Analysis | | Market Yield | | 7.4% – 28.8% | | 11.3% | | Decrease |
| 21,612 | | | Discounted Cash Flow Analysis | | Discount Rate | | 12.6% | | 12.6% | | Decrease |
| 6,350 | | | Market Approach | | Adjusted EBITDA Multiple | | 7.3x | | 7.3x | | Increase |
| 108,481 | | | Recent Transaction | | Transaction Price | | 95.0% – 100.0% | | 96.9% | | Increase |
Subordinated debt and 2nd lien notes(2) | 128,252 | | | Yield Analysis | | Market Yield | | 9.0% – 16.9% | | 12.9% | | Decrease |
| 6,289 | | | Market Approach | | Adjusted EBITDA Multiple | | 11.0x | | 11.0x | | Increase |
| 643 | | | Recent Transaction | | Transaction Price | | 97.0% | | 97.0% | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Equity shares | 7,197 | | | Yield Analysis | | Market Yield | | 15.4% – 16.7% | | 16.1% | | Decrease |
| 153,819 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.5x – 40.0x | | 12.1x | | Increase |
| 1,487 | | | Market Approach | | Revenue Multiple | | 6.3x – 9.5x | | 6.6x | | Increase |
| 3,235 | | | Net Asset Approach | | Liabilities | | $(20,598.4) | | $(20,598.4) | | Decrease |
| 13,261 | | | Recent Transaction | | Transaction Price | | $0.01 – $1,408.64 | | $942.50 | | Increase |
| Equity warrants | 1,073 | | | Market Approach | | Adjusted EBITDA Multiple | | 7.0x – 16.5x | | 7.6x | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2024 ($ in thousands)(2) | Fair Value | | Valuation
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 Analysis | | Market Yield | | 6.1% – 27.0% | | 11.0% | | Decrease |
| | | | | | | | | | |
| 35,792 | | | Market Approach | | Adjusted EBITDA Multiple | | 0.9x – 12.5x | | 8.2x | | Increase |
| 279,000 | | | Recent Transaction | | Transaction Price | | 95.6% – 100.0% | | 98.0% | | Increase |
| Subordinated debt and 2nd lien notes | 119,294 | | | Yield Analysis | | Market Yield | | 9.0% – 54.2% | | 14.3% | | Decrease |
| 17,380 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.0x – 11.0x | | 8.1x | | Increase |
| 3,750 | | | Recent Transaction | | Transaction Price | | 100.0% | | 100.0% | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Equity shares | 26,204 | | | Yield Analysis | | Market Yield | | 10.5% – 14.2% | | 12.4% | | Decrease |
| 260,673 | | | Market Approach | | Adjusted EBITDA Multiple | | 5.5x – 27.5x | | 10.9x | | Increase |
| 1,766 | | | Market Approach | | Revenue Multiple | | 6.0x – 9.3x | | 6.6x | | Increase |
| 8,027 | | | Discounted Cash Flow Analysis | | Discount Rate | | 14.5% | | 14.5% | | Decrease |
| 5,892 | | | Net Asset Approach | | Liabilities | | $(64,894.6) | | $(64,894.6) | | Decrease |
| 1,928 | | | Recent Transaction | | Transaction Price | | $0.00 – $1,037.50 | | $419.92 | | Increase |
| Equity warrants | 2,593 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.3x – 12.5x | | 7.5x | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
(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 $25.1 million transitioned from a yield analysis to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2023 ($ in thousands)(3) | Fair Value | | Valuation
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 Analysis | | Market Yield | | 7.8% – 26.1% | | 11.5% | | Decrease |
| | | | | | | | | | |
| 17,693 | | | Market Approach | | Adjusted EBITDA Multiple | | 1.1x – 12.5x | | 6.5x | | Increase |
| 184,932 | | | Recent Transaction | | Transaction Price | | 95.0% – 100.0% | | 97.7% | | Increase |
Subordinated debt and 2nd lien notes(2) | 121,811 | | | Yield Analysis | | Market Yield | | 8.5% – 21.0% | | 13.8% | | Decrease |
| 7,123 | | | Market Approach | | Adjusted EBITDA Multiple | | 11.0x | | 11.0x | | Increase |
| | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Equity shares | 8,788 | | | Yield Analysis | | Market Yield | | 14.6% | | 14.6% | | Decrease |
| 274,281 | | | Market Approach | | Adjusted EBITDA Multiple | | 4.8x – 30.0x | | 11.0x | | Increase |
| 1,789 | | | Market Approach | | Revenue Multiple | | 6.5x – 9.5x | | 6.8x | | Increase |
| 6,080 | | | Discounted Cash Flow Analysis | | Discount Rate | | 14.2% | | 14.2% | | Decrease |
| 5,327 | | | Net Asset Approach | | Liabilities | | $(55,281.8) | | $(55,281.8) | | Decrease |
| 873 | | | Recent Transaction | | Transaction Price | | $1.00 – $10.00 | | $4.07 | | Increase |
| Equity warrants | 2,475 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.3x – 12.5x | | 7.3x | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
(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,$15,705, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2022 ($ in thousands) | Fair Value | | Valuation
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 Analysis | | Market Yield | | 7.2% – 30.8% | | 11.4% | | Decrease |
| | | | | | | | | | |
| 21,921 | | | Discounted Cash Flow Analysis | | Discount Rate | | 13.0% | | 13.0% | | Decrease |
| 262,514 | | | Recent Transaction | | Transaction Price | | 96.7% – 100.0% | | 97.5% | | Increase |
Subordinated debt and 2nd lien notes(2) | 125,363 | | | Yield Analysis | | Market Yield | | 9.3% – 16.6% | | 13.0% | | Decrease |
| 6,931 | | | Market Approach | | Adjusted EBITDA Multiple | | 9.0x | | 9.0x | | Increase |
| 513 | | | Recent Transaction | | Transaction Price | | 97.3% | | 97.3% | | Increase |
| | | | | | | | | | | |
Structured products(3) | 7,584 | | | Discounted Cash Flow Analysis | | Discount Rate | | 10.4% | | 10.4% | | Decrease |
| Equity shares | 9,462 | | | Yield Analysis | | Market Yield | | 15.7% – 17.8% | | 16.6% | | Decrease |
| 137,680 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.5x – 43.0x | | 10.7x | | Increase |
| 1,406 | | | Market Approach | | Revenue Multiple | | 6.5x – 7.0x | | 6.8x | | Increase |
| 220 | | | Market Approach | | Adjusted EBITDA/Revenue Multiple Blend | | 5.8x | | 5.8x | | Increase |
| 3,219 | | | Net Asset Approach | | Liabilities | | $(8,941.8) | | $(8,941.8) | | Decrease |
| 5,326 | | | Recent Transaction | | Transaction Price | | $0.00 – $4,673.00 | | $516.37 | | Increase |
| Equity warrants | 1,083 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.5x – 17.5x | | 7.3x | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
(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 $8,796, whicha broker quote valuation model. The changes in approach were driven by considerations given to the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of March 31, 20232024 and December 31, 2022,2023, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
| | | | Fair Value as of March 31, 2023 | | Fair Value as of March 31, 2024 |
| ($ in thousands) | ($ in thousands) | Level 1 | | Level 2 | | Level 3 | | Total | ($ in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
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 products | Structured products | — | | | 8,362 | | | 16,064 | | | 24,426 | |
| Equity shares | Equity shares | 52 | | | 1,572 | | | 178,999 | | | 180,623 | |
| Equity warrants | Equity warrants | — | | | — | | | 1,073 | | | 1,073 | |
| | Investments subject to leveling | Investments 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 1 | | Level 2 | | Level 3 | | Total | ($ in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
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 products | Structured products | — | | | 8,642 | | | 16,380 | | | 25,022 | |
| Equity shares | Equity shares | 53 | | | 765 | | | 157,313 | | | 158,131 | |
| Equity warrants | Equity warrants | — | | | — | | | 1,083 | | | 1,083 | |
| | Investments subject to leveling | Investments 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.
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 Products | | Equity Shares | | Equity Warrants | | Total |
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 Products | | Equity Shares | | Equity Warrants | | Total |
| Fair value, beginning of period | Fair value, beginning of period | $ | 1,736,050 | | | $ | 143,294 | | | $ | 16,380 | | | $ | 157,313 | | | $ | 1,083 | | | $ | 2,054,120 | |
| New investments | New investments | 127,129 | | | 663 | | | — | | | 14,788 | | | — | | | 142,580 | |
| | Investment restructuring | |
| Transfers into (out of) Level 3, net | |
| Proceeds from sales of investments | Proceeds from sales of investments | — | | | — | | | — | | | — | | | — | | | — | |
| Loan origination fees received | Loan origination fees received | (3,560) | | | (20) | | | — | | | — | | | — | | | (3,580) | |
| Principal repayments received | Principal repayments received | (38,725) | | | (685) | | | (714) | | | — | | | — | | | (40,124) | |
| Payment in kind interest/dividends | 1,204 | | | 991 | | | — | | | — | | | — | | | 2,195 | |
| Payment-in-kind interest/dividends | |
| | Accretion of loan premium/discount | |
| Accretion of loan premium/discount | |
| Accretion of loan premium/discount | Accretion of loan premium/discount | 141 | | | 46 | | | — | | | — | | | — | | | 187 | |
| Accretion of deferred loan origination revenue | Accretion of deferred loan origination revenue | 2,482 | | | 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 period | Fair 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 Products | | Equity Shares | | | | Total |
| Fair value, beginning of period | $ | 1,138,818 | | | $ | 92,224 | | | $ | — | | | $ | 75,005 | | | | | $ | 1,306,047 | |
| New investments | 192,122 | | | 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/dividends | 599 | | | 212 | | | — | | | — | | | | | 811 | |
| | | | | | | | | | | |
| Accretion of loan premium/discount | 1 | | | 3 | | | — | | | — | | | | | 4 | |
| Accretion of deferred loan origination revenue | 1,473 | | | 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 | |
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 Products | | Equity Shares | | Equity Warrants | | Total |
| Fair value, beginning of period | $ | 1,736,050 | | | $ | 143,294 | | | $ | 16,380 | | | $ | 157,313 | | | $ | 1,083 | | | $ | 2,054,120 | |
| New investments | 127,129 | | | 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/dividends | 1,204 | | | 991 | | | | | — | | | — | | | 2,195 | |
| | | | | | | | | | | |
| Accretion of loan premium/discount | 141 | | | 46 | | | — | | | — | | | — | | | 187 | |
| Accretion of deferred loan origination revenue | 2,482 | | | 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.
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
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.
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.
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 Ended | | Three Months Ended | |
| Three Months Ended | |
| Three Months Ended | |
| Three Months Ended | |
| ($ in thousands) | |
| ($ in thousands) | |
| ($ in thousands) | ($ in thousands) | March 31, 2023 | | March 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 fees | Amortization of loan origination fees | $ | 2,194 | | | $ | 1,487 | | |
| Management, valuation and other fees | Management, valuation and other fees | 562 | | | 366 | | |
| Management, valuation and other fees | |
| Management, valuation and other fees | |
| Total Recurring Fee Income | |
| Total Recurring Fee Income | |
| Total Recurring Fee Income | Total Recurring Fee Income | 2,756 | | | 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 fees | Acceleration of unamortized loan origination fees | 409 | | | 67 | | |
| Advisory, loan amendment and other fees | Advisory, loan amendment and other fees | 189 | | | 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 Income | Total Non-Recurring Fee Income | 598 | | | 148 | | |
| Total Fee Income | Total 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
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.
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.
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
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
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 $0.2 million, respectively, pertaining to operating losses and tax basis differences related to certain partnership interests.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 20232024 and December 31, 2022:2023:
| | | | | | | | | | | | | | | | | | | | | | | |
Issuance Date
($ in thousands) | Maturity Date | | Interest Rate as of March 31, 2023 | | March 31, 2023 | | December 31, 2022 |
| Credit Facilities: | | | | | | | |
| Revolving Credit Facility - May 11, 2021 | May 11, 2026 | | 6.658% | | $ | 797,858 | | | $ | 795,284 | |
| SMBC Credit Facility - March 6, 2023 | March 6, 2028 | | 7.401% | | 64,000 | | | — | |
| Total Credit Facilities | | | | | $ | 861,858 | | | $ | 795,284 | |
| Notes: | | | | | | | |
| July 29, 2021 - Series A Notes | July 29, 2026 | | 3.500% | | $ | 75,000 | | | $ | 75,000 | |
| September 15, 2021 - Series B Notes | July 29, 2026 | | 3.500% | | 38,000 | | | 38,000 | |
| October 28, 2021 - Series C Notes | July 29, 2026 | | 3.500% | | 37,000 | | | 37,000 | |
| May 10, 2022 - Series D Notes (1) | May 10, 2027 | | 6.000% | | 98,447 | | | 95,466 | |
| July 26, 2022 - Series E Notes (1) | May 10, 2027 | | 6.000% | | 53,841 | | | 52,187 | |
| | | | | | | |
| (Less: Deferred financing fees) | | | | | (576) | | | (615) | |
| Total Notes | | | | | $ | 301,712 | | | $ | 297,038 | |
| Secured Borrowing: | | | | | | | |
| Secured Borrowing | March 14, 2023 | | N/A | | $ | — | | | $ | 18,559 | |
| Secured Borrowing | April 25, 2023 | | 7.919% | | 31,870 | | | — | |
| Secured Borrowing | May 14, 2023 | | 8.011% | | 25,291 | | | — | |
| Total Secured Borrowing | | | | | $ | 57,161 | | | $ | 18,559 | |
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Issuance Date
($ in thousands) | Maturity Date | | Interest Rate as of March 31, 2024 | | March 31, 2024 | | December 31, 2023 |
| Credit Facilities: | | | | | | | |
| Revolving Credit Facility – May 11, 2021 | May 11, 2026 | | 7.175% | | $ | 355,024 | | | $ | 410,967 | |
| SMBC Credit Facility – March 6, 2023 | March 6, 2028 | | 7.430% | | 51,875 | | | 124,500 | |
| Total Credit Facilities | | | | | $ | 406,899 | | | $ | 535,467 | |
| Debt Securitization: | | | | | | | |
| August 23, 2023 – Class A-1 Notes | July 15, 2031 | | 7.714% | | $ | 295,151 | | | $ | 300,000 | |
| August 23, 2023 – Class A-2 Notes | July 15, 2031 | | 8.664% | | 35,000 | | | 35,000 | |
| August 23, 2023 – Class A-2 Loans | July 15, 2031 | | 8.664% | | 20,000 | | | 20,000 | |
| August 23, 2023 – Class B Notes | July 15, 2031 | | 9.464% | | 25,000 | | | 25,000 | |
| August 23, 2023 – Class C Notes | July 15, 2031 | | 11.664% | | 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 Notes | July 29, 2026 | | 3.500% | | $ | 75,000 | | | $ | 75,000 | |
| September 15, 2021 – Series B Notes | July 29, 2026 | | 3.500% | | 38,000 | | | 38,000 | |
| October 28, 2021 – Series C Notes | July 29, 2026 | | 3.500% | | 37,000 | | | 37,000 | |
| May 10, 2022 – Series D Notes (1) | May 10, 2027 | | 6.000% | | 97,098 | | | 96,729 | |
| July 26, 2022 – Series E Notes (1) | May 10, 2027 | | 6.000% | | 53,174 | | | 52,951 | |
| | | | | | | |
| (Less: Deferred financing fees) | | | | | (412) | | | (474) | |
| Total Notes | | | | | $ | 299,860 | | | $ | 299,206 | |
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(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
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.
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.
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,
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.
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.
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 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.
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
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
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.
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 Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross 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 Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | Foreign currency forward contract (AUD) | | A$2,300 | | $1,557 | | 04/11/23 | | $ | (15) | | | | Derivative liabilities | Foreign currency forward contract (AUD) | | A$72,160 | | $47,133 | | 04/08/24 | | $ | (49) | | | | | Derivative liabilities | | | | Derivative liabilities |
| | Foreign currency forward contract (AUD) | | Foreign currency forward contract (AUD) | | $48,934 | | A$72,160 | | 04/08/24 | | 1,850 | | | | | Derivative assets |
| Foreign currency forward contract (AUD) | Foreign currency forward contract (AUD) | | $46,243 | | A$68,728 | | 04/11/23 | | 163 | | | | Derivative assets | Foreign currency forward contract (AUD) | | $47,900 | | A$73,151 | | 07/08/24 | | 49 | | | | | Derivative assets | | | | Derivative assets |
| | | Foreign currency forward contract (CAD) | Foreign currency forward contract (CAD) | | $5,383 | | C$7,326 | | 04/11/23 | | (33) | | | | Derivative liabilities |
| | Foreign currency forward contract (CAD) | |
| | Foreign currency forward contract (CAD) | | | C$7,443 | | $5,487 | | 04/08/24 | | 13 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | Foreign currency forward contract (CAD) | | $5,595 | | C$7,443 | | 04/08/24 | | 95 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | Foreign currency forward contract (CAD) | | $5,103 | | C$6,924 | | 07/08/24 | | (21) | | | | | Derivative liabilities |
| | Foreign currency forward contract (DKK) | Foreign currency forward contract (DKK) | | 200kr. | | $29 | | 04/11/23 | | — | | | | Derivative assets |
| Foreign currency forward contract (DKK) | Foreign currency forward contract (DKK) | | $1,098 | | 7,639kr. | | 04/11/23 | | (17) | | | | Derivative liabilities |
| Foreign currency forward contract (DKK) | | | 8,068kr. | | $1,171 | | 04/08/24 | | (2) | | | | | Derivative liabilities |
| Foreign currency forward contract (DKK) | | Foreign currency forward contract (DKK) | | $1,191 | | 8,068kr. | | 04/08/24 | | 22 | | | | | Derivative assets |
| Foreign currency forward contract (DKK) | | Foreign currency forward contract (DKK) | | $1,183 | | 8,119kr. | | 07/08/24 | | 2 | | | | | Derivative assets |
| | | | Foreign currency forward contract (EUR) | |
| Foreign currency forward contract (EUR) | |
| Foreign currency forward contract (EUR) | | | €219,164 | | $237,154 | | 04/08/24 | | (411) | | | | | Derivative liabilities |
| Foreign currency forward contract (EUR) | | Foreign currency forward contract (EUR) | | $240,755 | | €219,164 | | 04/08/24 | | 4,011 | | | | | Derivative assets |
| Foreign currency forward contract (EUR) | Foreign currency forward contract (EUR) | | $204,852 | | €191,711 | | 04/11/23 | | (3,646) | | | | Derivative liabilities | Foreign currency forward contract (EUR) | | $244,045 | | €224,692 | | 07/08/24 | | 416 | | | | | Derivative assets | | | | Derivative assets |
| | Foreign currency forward contract (GBP) | Foreign currency forward contract (GBP) | | £1,600 | | $1,929 | | 04/11/23 | | 50 | | | | Derivative assets |
| | Foreign currency forward contract (GBP) | Foreign currency forward contract (GBP) | | $66,247 | | £54,756 | | 04/11/23 | | (1,482) | | | | Derivative liabilities |
| | | Foreign currency forward contract (GBP) | | | £60,373 | | $76,229 | | 04/08/24 | | 39 | | | | | Derivative assets |
| Foreign currency forward contract (GBP) | | Foreign currency forward contract (GBP) | | $76,261 | | £60,373 | | 04/08/24 | | (7) | | | | | Derivative liabilities |
| Foreign currency forward contract (GBP) | | Foreign currency forward contract (GBP) | | $77,273 | | £61,171 | | 07/08/24 | | (41) | | | | | Derivative liabilities |
| | Foreign currency forward contract (NZD) | Foreign currency forward contract (NZD) | | $5,234 | | NZ$8,323 | | 04/11/23 | | 16 | | | | Derivative assets |
| | Foreign currency forward contract (NZD) | |
| | Foreign currency forward contract (NZD) | | | NZ$9,270 | | $5,565 | | 04/08/24 | | (20) | | | | | Derivative liabilities |
| Foreign currency forward contract (NZD) | | Foreign currency forward contract (NZD) | | $5,806 | | NZ$9,270 | | 04/08/24 | | 261 | | | | | Derivative assets |
| Foreign currency forward contract (NZD) | | Foreign currency forward contract (NZD) | | $5,722 | | NZ$9,533 | | 07/08/24 | | 20 | | | | | Derivative assets |
| | Foreign currency forward contract (NOK) | |
| Foreign currency forward contract (NOK) | |
| Foreign currency forward contract (NOK) | | | 43,870kr | | $4,071 | | 04/08/24 | | (27) | | | | | Derivative liabilities |
| Foreign currency forward contract (NOK) | Foreign currency forward contract (NOK) | | 1,514kr | | $140 | | 04/11/23 | | 5 | | | | Derivative assets | Foreign currency forward contract (NOK) | | $4,254 | | 43,870kr | | 04/08/24 | | 209 | | | | | Derivative assets | | | | Derivative assets |
| Foreign currency forward contract (NOK) | Foreign currency forward contract (NOK) | | $4,170 | | 40,964kr | | 04/11/23 | | 247 | | | | Derivative assets | Foreign currency forward contract (NOK) | | $4,095 | | 44,031kr | | 07/08/24 | | 27 | | | | | Derivative assets | | | | Derivative assets |
| | | | Foreign currency forward contract (SEK) | |
| Foreign currency forward contract (SEK) | |
| Foreign currency forward contract (SEK) | | | 20,577kr | | $1,939 | | 04/08/24 | | (14) | | | | | Derivative liabilities |
| Foreign currency forward contract (SEK) | | Foreign currency forward contract (SEK) | | $2,024 | | 20,577kr | | 04/08/24 | | 99 | | | | | Derivative assets |
| Foreign currency forward contract (SEK) | Foreign currency forward contract (SEK) | | $555 | | 5,751kr | | 04/11/23 | | (1) | | | | Derivative liabilities | Foreign currency forward contract (SEK) | | $1,957 | | 20,688kr | | 07/08/24 | | 14 | | | | | Derivative assets | | | | Derivative assets |
| | | | Foreign currency forward contract (CHF) | Foreign currency forward contract (CHF) | | $5,336 | | 4,891Fr. | | 04/11/23 | | (25) | | | | Derivative liabilities |
| | Foreign currency forward contract (CHF) | |
| Foreign currency forward contract (CHF) | | | 6,218Fr. | | $6,863 | | 04/08/24 | | 45 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | Foreign currency forward contract (CHF) | | $7,403 | | 6,218Fr. | | 04/08/24 | | 495 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | Foreign currency forward contract (CHF) | | $7,023 | | 6,300Fr. | | 07/08/24 | | (46) | | | | | Derivative liabilities |
| Total | Total | | $ | (4,738) | | | |
|
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| As of December 31, 2022 ($ in thousands) Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | | A$61,845 | | $41,434 | | 01/09/23 | | $ | 660 | | | | Derivative assets |
| Foreign currency forward contract (AUD) | | A$2,300 | | $1,557 | | 04/11/23 | | 14 | | | | Derivative assets |
| Foreign currency forward contract (AUD) | | $40,131 | | A$61,845 | | 01/09/23 | | (1,964) | | | | Derivative liabilities |
As of December 31, 2023 ($ in thousands) Description | |
As of December 31, 2023 ($ in thousands) Description | |
As of December 31, 2023 ($ in thousands) Description | | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | Foreign currency forward contract (AUD) | | $42,446 | | A$63,128 | | 04/11/23 | | (684) | | | | Derivative liabilities | Foreign currency forward contract (AUD) | | $45,208 | | A$70,473 | | 01/10/24 | | $ | (2,932) | | | | | Derivative liabilities | | | | Derivative liabilities |
| | Foreign currency forward contract (CAD) | Foreign currency forward contract (CAD) | | C$7,479 | | $5,491 | | 01/09/23 | | 35 | | | | Derivative assets |
| Foreign currency forward contract (CAD) | Foreign currency forward contract (CAD) | | $5,473 | | C$7,479 | | 01/09/23 | | (53) | | | | Derivative liabilities |
| Foreign currency forward contract (CAD) | Foreign currency forward contract (CAD) | | $5,383 | | C$7,326 | | 04/11/23 | | (35) | | | | Derivative liabilities | | $5,336 | | C$7,280 | | 01/10/24 | | (178) | | | | | Derivative liabilities | | | | Derivative liabilities |
| | Foreign currency forward contract (DKK) | Foreign currency forward contract (DKK) | | 7,401kr. | | $1,056 | | 01/09/23 | | 9 | | | | Derivative assets |
| Foreign currency forward contract (DKK) | Foreign currency forward contract (DKK) | | $982 | | 7,401kr. | | 01/09/23 | | (83) | | | | Derivative liabilities |
| Foreign currency forward contract (DKK) | Foreign currency forward contract (DKK) | | $1,078 | | 7,499kr. | | 04/11/23 | | (9) | | | | Derivative liabilities | | $1,128 | | 7,968kr. | | 01/10/24 | | (55) | | | | | Derivative liabilities | | | | Derivative liabilities |
| | Foreign currency forward contract (EUR) | Foreign currency forward contract (EUR) | | €187,162 | | $198,632 | | 01/09/23 | | 1,693 | | | | Derivative assets |
| Foreign currency forward contract (EUR) | Foreign currency forward contract (EUR) | | $185,138 | | €187,162 | | 01/09/23 | | (15,187) | | | | Derivative liabilities |
| Foreign currency forward contract (EUR) | Foreign currency forward contract (EUR) | | $199,111 | | €186,411 | | 04/11/23 | | (1,665) | | | | Derivative liabilities | | $229,170 | | €216,996 | | 01/10/24 | | (10,903) | | | | | Derivative liabilities | | | | Derivative liabilities |
| | Foreign currency forward contract (GBP) | Foreign currency forward contract (GBP) | | £56,336 | | $68,032 | | 01/09/23 | | 13 | | | | Derivative assets |
| Foreign currency forward contract (GBP) | Foreign currency forward contract (GBP) | | £1,600 | | $1,929 | | 04/11/23 | | 7 | | | | Derivative assets |
| Foreign currency forward contract (GBP) | Foreign currency forward contract (GBP) | | $62,569 | | £56,336 | | 01/09/23 | | (5,477) | | | | Derivative liabilities | | £4,844 | | $6,086 | | 01/10/24 | | 85 | | | | | Derivative assets | | | | Derivative assets |
| Foreign currency forward contract (GBP) | Foreign currency forward contract (GBP) | | $66,247 | | £54,756 | | 04/11/23 | | (38) | | | | Derivative liabilities | Foreign currency forward contract (GBP) | | $75,288 | | £61,973 | | 01/10/24 | | (3,669) | | | | | Derivative liabilities | | | | Derivative liabilities |
| | Foreign currency forward contract (NZD) | Foreign currency forward contract (NZD) | | NZ$8,665 | | $5,451 | | 01/09/23 | | 46 | | | | Derivative assets |
| Foreign currency forward contract (NZD) | Foreign currency forward contract (NZD) | | $5,009 | | NZ$8,665 | | 01/09/23 | | (487) | | | | Derivative liabilities |
| Foreign currency forward contract (NZD) | Foreign currency forward contract (NZD) | | $5,060 | | NZ$8,044 | | 04/11/23 | | (46) | | | | Derivative liabilities | | $5,519 | | NZ$9,248 | | 01/10/24 | | (342) | | | | | Derivative liabilities | | | | Derivative liabilities |
| | Foreign currency forward contract (NOK) | Foreign currency forward contract (NOK) | | 38,802kr | | $3,939 | | 01/09/23 | | 6 | | | | Derivative assets |
| Foreign currency forward contract (NOK) | Foreign currency forward contract (NOK) | | $3,626 | | 38,802kr | | 01/09/23 | | (318) | | | | Derivative liabilities |
| Foreign currency forward contract (NOK) | Foreign currency forward contract (NOK) | | $4,097 | | 40,202kr | | 04/11/23 | | (7) | | | | Derivative liabilities | | $3,997 | | kr43,081 | | 01/10/24 | | (258) | | | | | Derivative liabilities | | | | Derivative liabilities |
| | Foreign currency forward contract (SEK) | Foreign currency forward contract (SEK) | | 5,694kr | | $547 | | 01/09/23 | | — | | | | Derivative assets |
| Foreign currency forward contract (SEK) | Foreign currency forward contract (SEK) | | $512 | | 5,694kr | | 01/09/23 | | (35) | | | | Derivative liabilities |
| Foreign currency forward contract (SEK) | Foreign currency forward contract (SEK) | | $555 | | 5,751kr | | 04/11/23 | | — | | | | Derivative liabilities | | $1,868 | | 19,907kr | | 01/10/24 | | (113) | | | | | Derivative liabilities | | | | Derivative liabilities |
| | Foreign currency forward contract (CHF) | Foreign currency forward contract (CHF) | | 18,873Fr. | | $19,744 | | 01/09/23 | | 689 | | | | Derivative assets |
| Foreign currency forward contract (CHF) | Foreign currency forward contract (CHF) | | $19,491 | | 18,873Fr. | | 01/09/23 | | (942) | | | | Derivative liabilities |
| Foreign currency forward contract (CHF) | Foreign currency forward contract (CHF) | | $5,336 | | 4,891Fr. | | 04/11/23 | | (12) | | | | Derivative liabilities | | $6,759 | | 6,137Fr. | | 01/10/24 | | (546) | | | | | Derivative liabilities | | | | Derivative liabilities |
| Total | Total | | $ | (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 Ended | | Three Months Ended | | | | |
| ($ in thousands) | March 31, 2023 | | March 31, 2022 | | | | |
| Forward currency contracts | $ | (21,395) | | | $ | 957 | | | | | |
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 Ended | | Three Months Ended | | | | |
| ($ in thousands) | March 31, 2023 | | March 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 Type | March 31, 2023 | December 31, 2022 |
| Accurus Aerospace Corporation(1)(2) | Revolver | $ | 553 | | $ | 691 | |
| AlliA Insurance Brokers NV(1)(2)(3) | Delayed Draw Term Loan | 2,055 | | — | |
| Amtech LLC(1) | Delayed Draw Term Loan | 1,818 | | 1,818 | |
| Amtech LLC(1) | Revolver | 455 | | 364 | |
| AnalytiChem Holding GmbH(1)(2)(3) | Bridge Revolver | 470 | | 462 | |
| APC1 Holding(1)(3) | Delayed Draw Term Loan | — | | 354 | |
| Aquavista Watersides 2 LTD(1)(2)(4) | Capex / Acquisition Facility | 999 | | 1,179 | |
| Arc Education(1)(3) | Delayed Draw Term Loan | 3,857 | | 3,789 | |
| Argus Bidco Limited(1)(2)(4) | CAF Term Loan | 1,349 | | 1,579 | |
| Argus Bidco Limited(1)(2)(4) | RCF Bridge Term Loan | 344 | | 335 | |
| ASC Communications, LLC | Revolver | 647 | | 647 | |
| Astra Bidco Limited(1)(4) | Delayed Draw Term Loan | 1,088 | | 1,059 | |
| ATL II MRO Holdings Inc.(1) | Revolver | 2,500 | | 2,500 | |
| Avance Clinical Bidco Pty Ltd(1)(5) | Delayed Draw Term Loan | 1,494 | | 1,512 | |
| Azalea Buyer, Inc.(1) | Delayed Draw Term Loan | 962 | | 962 | |
| Azalea Buyer, Inc.(1) | Revolver | 481 | | 481 | |
| Bariacum S.A(1)(3) | Acquisition Facility | 978 | | 961 | |
| Beyond Risk Management, Inc.(1)(2) | Delayed Draw Term Loan | 2,423 | | 2,423 | |
| Biolam Group(1)(2)(3) | Delayed Draw Term Loan | 4,153 | | 4,783 | |
| Bounteous, Inc.(1)(2) | Delayed Draw Term Loan | 2,697 | | 2,697 | |
| Brightpay Limited(1)(2)(3) | Delayed Draw Term Loan | 192 | | 188 | |
| BrightSign LLC(1)(2) | Revolver | — | | 1,109 | |
| British Engineering Services Holdco Limited(1)(4) | Acquisition/Capex Facility | 209 | | 203 | |
| CAi Software, LLC(1)(2) | Revolver | 943 | | 943 | |
| Canadian Orthodontic Partners Corp.(1)(2)(6) | Delayed Draw Term Loan | — | | 291 | |
| Centralis Finco S.a.r.l.(1)(3) | Incremental CAF Term Loan | 267 | | 298 | |
| CGI Parent, LLC(1)(2) | Revolver | 1,653 | | 1,653 | |
| Classic Collision (Summit Buyer, LLC)(1) | Delayed Draw Term Loan | 156 | | 156 | |
| Classic Collision (Summit Buyer, LLC)(1) | Delayed Draw Term Loan | 5,143 | | 5,143 | |
| Comply365, LLC(1) | Revolver | 575 | | 489 | |
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Accurus Aerospace Corporation(1)(2) | Revolver | $ | 277 | | $ | 380 | |
| AD Bidco, Inc.(1)(2) | Revolver | 1,863 | | — | |
| AD Bidco, Inc.(1)(2) | Delayed Draw Term Loan | 5,035 | | — | |
| Adhefin International(1)(2)(3) | Delayed Draw Term Loan | 410 | | 419 | |
| AirX Climate Solutions(1) | Delayed Draw Term Loan | 5,010 | | 5,010 | |
| AirX Climate Solutions(1) | Revolver | 1,695 | | 2,050 | |
| AlliA Insurance Brokers NV(1)(3) | Delayed Draw Term Loan | 1,598 | | 1,634 | |
| Americo Chemical Products, LLC(1) | Revolver | 1,400 | | 1,400 | |
| Amtech LLC(1)(2) | Revolver | 838 | | 291 | |
| Anju Software, Inc.(1)(2) | Delayed Draw Term Loan | 36 | | 36 | |
| Aquavista Watersides 2 LTD(1)(2)(4) | Capex / Acquisition Facility | 1,021 | | 1,030 | |
| Arc Education(1)(3) | Delayed Draw Term Loan | 2,518 | | 2,576 | |
| Argus Bidco Limited(1)(2)(4) | CAF Term Loan | 721 | | 1,083 | |
| ASC Communications, LLC(1) | Revolver | 647 | | 647 | |
| Astra Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 623 | | 729 | |
| ATL II MRO Holdings Inc.(1)(2) | Revolver | 2,500 | | 2,500 | |
| Avance Clinical Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 1,455 | | 1,522 | |
| AWP Group Holdings, Inc.(1) | Delayed Draw Term Loan | 237 | | 237 | |
| Azalea Buyer, Inc.(1)(2) | Delayed Draw Term Loan | 644 | | 644 | |
| Azalea Buyer, Inc.(1)(2) | Revolver | 481 | | 481 | |
| Beyond Risk Management, Inc.(1) | Delayed Draw Term Loan | 2,007 | | 2,007 | |
| Biolam Group(1)(2)(3) | Delayed Draw Term Loan | 1,475 | | 1,508 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2023 | December 31, 2022 |
| Coyo Uprising GmbH(1)(3) | Delayed Draw Term Loan | 514 | | 505 | |
| DataServ Integrations, LLC(1) | Revolver | 481 | | 481 | |
| DecksDirect, LLC(1) | Revolver | 218 | | 218 | |
| Direct Travel, Inc.(1) | Delayed Draw Term Loan | 193 | | 233 | |
| DISA Holdings Corp.(1) | Delayed Draw Term Loan | 1,368 | | 1,368 | |
| DISA Holdings Corp.(1) | Revolver | 429 | | 416 | |
| DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3) | Acquisition Facility | — | | 168 | |
| Dune Group(1)(2)(3) | Delayed Draw Term Loan | 1,542 | | 1,515 | |
| Dwyer Instruments, Inc.(1) | Delayed Draw Term Loan | 4,513 | | 4,513 | |
| Eclipse Business Capital, LLC(1) | Revolver | 12,963 | | 12,321 | |
| EMI Porta Holdco LLC(1)(2) | Delayed Draw Term Loan | 7,947 | | 7,947 | |
| EMI Porta Holdco LLC(1)(2) | Revolver | 936 | | 1,261 | |
| EPS NASS Parent, Inc.(1) | Delayed Draw Term Loan | 92 | | 92 | |
| eShipping, LLC(1) | Delayed Draw Term Loan | 1,274 | | 1,274 | |
| eShipping, LLC(1) | Revolver | 743 | | 743 | |
| Eurofins Digital Testing International LUX Holding SARL(1)(3) | Delayed Draw Term Loan | 2,686 | | 2,639 | |
| Eurofins Digital Testing International LUX Holding SARL(1)(2)(3) | Delayed Draw Term Loan | 537 | | 528 | |
| Events Software BidCo Pty Ltd(1)(2) | Delayed Draw Term Loan | 640 | | 640 | |
| Express Wash Acquisition Company, LLC(1)(2) | Revolver | 115 | | 115 | |
| F24 (Stairway BidCo GmbH)(1)(2)(3) | Acquisition Term Loan | 54 | | 57 | |
| Faraday(1)(2)(3) | Delayed Draw Term Loan | 1,947 | | — | |
| FineLine Systems(1)(2) | Delayed Draw Term Loan | — | | 478 | |
| Footco 40 Limited(1)(2)(4) | Delayed Draw Term Loan | 556 | | 766 | |
| Fortis Payment Systems, LLC(1)(2) | Delayed Draw Term Loan | 925 | | 925 | |
| FragilePak LLC(1) | Delayed Draw Term Loan | 4,649 | | 4,649 | |
| GB Eagle Buyer, Inc.(1)(2) | Revolver | 3,226 | | 3,226 | |
| Glacis Acquisition S.A.R.L.(1)(3) | Delayed Draw Term Loan | 7,532 | | 7,399 | |
| Global Academic Group Limited(1)(7) | Term Loan | 446 | | 451 | |
| GPZN II GmbH(1)(2)(3) | CAF Term Loan | — | | 560 | |
| Graphpad Software, LLC(1)(2) | Delayed Draw Term Loan | 2,602 | | 2,602 | |
| Greenhill II BV(1)(3) | Capex Acquisition Facility | 259 | | 255 | |
| Groupe Product Life(1)(3) | Delayed Draw Term Loan | 1,122 | | 1,102 | |
| Gusto Aus BidCo Pty Ltd(1)(5) | Delayed Draw Term Loan | 220 | | 223 | |
| HeartHealth Bidco Pty Ltd(1)(5) | Delayed Draw Term Loan | 309 | | 313 | |
| Heartland Veterinary Partners, LLC(1) | Delayed Draw Term Loan | 148 | | 148 | |
| Heartland, LLC(1) | Delayed Draw Term Loan | 336 | | 710 | |
| Heavy Construction Systems Specialists, LLC(1) | Revolver | 2,193 | | 2,193 | |
| HEKA Invest(1)(2)(3) | Delayed Draw Term Loan | 1,131 | | 1,111 | |
| HTI Technology & Industries(1)(2) | Delayed Draw Term Loan | 1,691 | | 1,691 | |
| HTI Technology & Industries(1)(2) | Revolver | 1,128 | | 1,128 | |
| HW Holdco, LLC (Hanley Wood LLC)(1) | Delayed Draw Term Loan | 655 | | 1,074 | |
| Innovad Group II BV(1)(2)(3) | Delayed Draw Term Loan | 203 | | 200 | |
| INOS 19-090 GmbH(1)(3) | Acquisition Facility | 221 | | 217 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | 2,668 | | 2,621 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | 113 | | 111 | |
| Isolstar Holding NV (IPCOM)(1)(2)(3) | Accordion Facility | 3,761 | | 3,695 | |
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Bounteous, Inc.(1)(2) | Delayed Draw Term Loan | — | | 2,697 | |
| Brightpay Limited(1)(2)(3) | Delayed Draw Term Loan | 191 | | 195 | |
| BrightSign LLC(1)(2) | Revolver | 222 | | 370 | |
| British Engineering Services Holdco Limited(1)(2)(4) | Acquisition/Capex Facility | 91 | | 92 | |
| CAi Software, LLC(1)(2) | Revolver | 3,740 | | 943 | |
| Cascade Residential Services LLC(1) | Delayed Draw Term Loan | 5,902 | | 7,765 | |
| Cascade Residential Services LLC(1) | Revolver | 1,294 | | 1,294 | |
| CCFF Buyer, LLC(1)(2) | Delayed Draw Term Loan | 3,346 | | — | |
| CCFF Buyer, LLC(1)(2) | Revolver | 1,004 | | — | |
| CGI Parent, LLC(1)(2) | Revolver | 1,653 | | 1,653 | |
| Classic Collision (Summit Buyer, LLC)(1) | Delayed Draw Term Loan | 6,383 | | 8,666 | |
| Comply365, LLC(1)(2) | Revolver | 575 | | 575 | |
| Coyo Uprising GmbH(1)(2)(3) | Delayed Draw Term Loan | 511 | | 523 | |
| DataServ Integrations, LLC(1) | Revolver | 481 | | 481 | |
| DecksDirect, LLC(1)(2) | Revolver | 169 | | 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 Loan | 2,559 | | — | |
| DISA Holdings Corp.(1) | Revolver | 1,282 | | 339 | |
| Dune Group(1)(2)(3) | Delayed Draw Term Loan | 1,027 | | 1,050 | |
| Dwyer Instruments, Inc.(1) | Delayed Draw Term Loan | 171 | | 171 | |
| Eclipse Business Capital, LLC(1) | Revolver | 11,872 | | 12,128 | |
| EMI Porta Holdco LLC(1)(2) | Revolver | 51 | | 346 | |
| eShipping, LLC(1) | Revolver | 608 | | 743 | |
| Eurofins Digital Testing International LUX Holding SARL(1)(2)(3) | Delayed Draw Term Loan | 2,670 | | 2,731 | |
| Events Software BidCo Pty Ltd(1)(2) | Delayed Draw Term Loan | 620 | | 620 | |
| Express Wash Acquisition Company, LLC(1) | Revolver | 115 | | 115 | |
| Faraday(1)(3) | Delayed Draw Term Loan | 1,935 | | 1,980 | |
| Finexvet(1)(3) | Delayed Draw Term Loan | — | | 1,943 | |
| Footco 40 Limited(1)(2)(4) | Delayed Draw Term Loan | 519 | | 524 | |
| Forest Buyer, LLC(1) | Delayed Draw Term Loan | 992 | | — | |
| Forest Buyer, LLC(1) | Revolver | 595 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Delayed Draw Term Loan | 2,538 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Revolver | 2,288 | | — | |
| GB Eagle Buyer, Inc.(1) | Revolver | 3,226 | | 3,226 | |
| Glacis Acquisition S.A.R.L.(1)(2)(3) | Delayed Draw Term Loan | 3,294 | | 5,348 | |
| Global Academic Group Limited(1)(2)(7) | Term Loan | 391 | | 414 | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 86 | | — | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 17 | | 53 | |
| Greenhill II BV(1)(3) | Capex Acquisition Facility | 118 | | 120 | |
| Gusto Aus BidCo Pty Ltd(1)(5) | Delayed Draw Term Loan | 160 | | 167 | |
| HeartHealth Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 239 | | 253 | |
| Heavy Construction Systems Specialists, LLC(1) | Revolver | 2,193 | | 2,193 | |
| HEKA Invest(1)(3) | Delayed Draw Term Loan | 1,124 | | 1,150 | |
| HemaSource, Inc.(1) | Revolver | 2,714 | | 2,590 | |
| HomeX Services Group LLC(1) | Delayed Draw Term Loan | 8,446 | | 8,446 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2023 | December 31, 2022 |
| Isolstar Holding NV (IPCOM)(1)(2)(3) | Accordion Facility | 617 | | 606 | |
| Isolstar Holding NV (IPCOM)(1)(2)(3) | Delayed Draw Term Loan | 1,515 | | 1,488 | |
| ITI Intermodal, Inc.(1)(2) | Delayed Draw Term Loan | — | | 103 | |
| ITI Intermodal, Inc.(1)(2) | Delayed Draw Term Loan | 4,249 | | — | |
| ITI Intermodal, Inc.(1)(2) | Revolver | 857 | | 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 Facility | 745 | | 753 | |
| Jones Fish Hatcheries & Distributors LLC(1)(2) | Revolver | 418 | | 418 | |
| Kano Laboratories LLC(1)(2) | Delayed Draw Term Loan | 724 | | 724 | |
| Kano Laboratories LLC(1) | Delayed Draw Term Loan | 860 | | 860 | |
| Lambir Bidco Limited(1)(2)(3) | Delayed Draw Term Loan | 833 | | 819 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Delayed Draw Term Loan | 255 | | 298 | |
| LeadsOnline, LLC(1) | Revolver | 1,952 | | 1,952 | |
| LivTech Purchaser, Inc.(1)(2) | Delayed Draw Term Loan | 244 | | 244 | |
| Marmoutier Holding B.V.(1)(2)(3) | Delayed Draw Term Loan | 24 | | 24 | |
| Marmoutier Holding B.V.(1)(2)(3) | Revolver | 108 | | 106 | |
| Marshall Excelsior Co.(1) | Revolver | 29 | | 216 | |
| MC Group Ventures Corporation(1) | Delayed Draw Term Loan | 467 | | 467 | |
| Mercell Holding AS(1)(8) | Capex Acquisition Facility | 750 | | 797 | |
| Mertus 522. GmbH(1)(2)(3) | Capex Acquisition Facility | 2,794 | | 2,745 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 58 | | 59 | |
| Murphy Midco Limited(1)(2)(4) | Delayed Draw Term Loan | 87 | | 97 | |
| Narda Acquisitionco., Inc.(1)(2) | Revolver | 953 | | 953 | |
| NeoxCo(1)(2)(3) | Delayed Draw Term Loan | 489 | | — | |
| Nexus Underwriting Management Limited(1)(2)(4) | Acquisition Facility | 1,061 | | 1,254 | |
| NF Holdco, LLC(1)(2) | Revolver | 1,479 | | — | |
| Novotech Aus Bidco Pty Ltd(1)(2) | Capex & Acquisition Facility | 971 | | 971 | |
| NPM Investments 28 BV(1)(3) | Delayed Draw Term Loan | 942 | | 925 | |
| OA Buyer, Inc.(1) | Revolver | 1,331 | | 1,331 | |
| OAC Holdings I Corp(1) | Revolver | 254 | | 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 Loan | 806 | | 1,008 | |
| Options Technology Ltd.(1)(2) | Delayed Draw Term Loan | 1,406 | | 1,406 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Revolver | 885 | | 187 | |
| Pare SAS (SAS Maurice MARLE)(1) | Delayed Draw Term Loan | 2,100 | | 2,100 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 3,836 | | 3,836 | |
| Polara Enterprises, L.L.C.(1) | Revolver | 947 | | 947 | |
| Premium Invest(1)(3) | Delayed Draw Term Loan | 6,084 | | 5,977 | |
| ProfitOptics, LLC(1) | Revolver | 123 | | 193 | |
| Protego Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 260 | | 255 | |
| PSP Intermediate 4, LLC(1)(2)(3) | Delayed Draw Term Loan | 740 | | 727 | |
| QPE7 SPV1 BidCo Pty Ltd(1)(5) | Accordion Facility | — | | 2,585 | |
| Qualified Industries, LLC(1)(2) | Revolver | 364 | | — | |
| Questel Unite(1)(2)(3) | Incremental Term Loan | 2,749 | | 2,701 | |
| R1 Holdings, LLC(1) | Delayed Draw Term Loan | 1,820 | | 2,623 | |
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| HomeX Services Group LLC(1) | Revolver | 3,378 | | 3,378 | |
| HTI Technology & Industries(1)(2) | Delayed Draw Term Loan | 1,691 | | 1,691 | |
| HTI Technology & Industries(1)(2) | Revolver | 1,128 | | 1,128 | |
| Ice House America, L.L.C.(1)(2) | Delayed Draw Term Loan | 247 | | — | |
| Ice House America, L.L.C.(1)(2) | Revolver | 574 | | — | |
| Innovad Group II BV(1)(2)(3) | Delayed Draw Term Loan | 41 | | 42 | |
| INOS 19-090 GmbH(1)(2)(3) | Acquisition Facility | — | | 171 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | 1,213 | | 1,241 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | — | | 115 | |
| InvoCare Limited (1)(2)(5) | Delayed Draw Term Loan | 739 | | 773 | |
| Isolstar Holding NV (IPCOM)(1)(3) | Delayed Draw Term Loan | 342 | | 1,313 | |
| ISTO Technologies II, LLC(1) | Revolver | 1,114 | | 1,114 | |
| ITI Intermodal, Inc.(1)(2) | Revolver | 1,157 | | 1,157 | |
| Jon Bidco Limited(1)(2)(7) | Capex & Acquisition Facility | 555 | | 588 | |
| Jones Fish Hatcheries & Distributors LLC(1) | Revolver | 418 | | 418 | |
| Kano Laboratories LLC(1)(2) | Delayed Draw Term Loan | 2,784 | | — | |
| 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 Loan | 718 | | 734 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Delayed Draw Term Loan | 237 | | 255 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Revolver | 18 | | 18 | |
| LeadsOnline, LLC(1) | Revolver | 3,190 | | 2,679 | |
| Marmoutier Holding B.V.(1)(2)(3) | Delayed Draw Term Loan | 24 | | 18 | |
| Marmoutier Holding B.V.(1)(2)(3) | Revolver | 108 | | 106 | |
| Marshall Excelsior Co.(1) | Revolver | 86 | | 115 | |
| MB Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 4,121 | | — | |
| MB Purchaser, LLC(1)(2) | Revolver | 824 | | — | |
| MC Group Ventures Corporation(1)(2) | Delayed Draw Term Loan | 435 | | 435 | |
| Megawatt Acquisitionco, Inc.(1) | Revolver | 1,995 | | — | |
| Mercell Holding AS(1)(2)(8) | Capex Acquisition Facility | 724 | | 773 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 57 | | 59 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 496 | | 518 | |
| Moonlight Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 556 | | 562 | |
| Narda Acquisitionco., Inc.(1) | Revolver | 1,059 | | 1,059 | |
| NAW Buyer, LLC(1)(2) | Delayed Draw Term Loan | 9,223 | | 9,223 | |
| NAW Buyer, LLC(1)(2) | Revolver | 2,075 | | 1,845 | |
| NeoxCo(1)(3) | Delayed Draw Term Loan | 486 | | 497 | |
| Next Holdco, LLC(1) | Delayed Draw Term Loan | 5,984 | | 5,984 | |
| Next Holdco, LLC(1) | Revolver | 2,321 | | 2,321 | |
| NF Holdco, LLC(1) | Revolver | 1,183 | | 887 | |
| Novotech Aus Bidco Pty Ltd(1) | Capex & Acquisition Facility | 971 | | 971 | |
| NPM Investments 28 BV(1)(3) | Delayed Draw Term Loan | 936 | | 958 | |
| OA Buyer, Inc.(1) | Revolver | 1,154 | | 1,331 | |
| OAC Holdings I Corp(1)(2) | Revolver | 1,076 | | 1,370 | |
| Omni Intermediate Holdings, LLC(1) | Delayed Draw Term Loan | — | | 806 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Revolver | 1,607 | | 1,607 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 5,319 | | 5,319 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2023 | December 31, 2022 |
| R1 Holdings, LLC(1) | Revolver | 1,601 | | 1,601 | |
| Randys Holdings, Inc.(1)(2) | Delayed Draw Term Loan | 5,516 | | 5,516 | |
| Randys Holdings, Inc.(1)(2) | Revolver | 1,891 | | 1,964 | |
| Rep Seko Merger Sub LLC(1)(2) | Delayed Draw Term Loan | 415 | | 520 | |
| Reward Gateway (UK) Ltd(1)(2)(4) | Acquisition Facility | 787 | | 765 | |
| Rocade Holdings LLC(1) | Preferred Equity | 98,000 | | — | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 2,776 | | 2,945 | |
| Royal Buyer, LLC(1) | Revolver | 1,787 | | 1,787 | |
| Safety Products Holdings, LLC(1)(2) | Delayed Draw Term Loan | 2,730 | | 2,730 | |
| Sanoptis S.A.R.L.(1)(3) | Acquisition Capex Facility | 3,024 | | 5,535 | |
| Sanoptis S.A.R.L.(1)(2)(9) | CAF Delayed Draw Term Loan | 1,199 | | — | |
| SBP Holdings LP(1)(2) | Delayed Draw Term Loan | 1,469 | | — | |
| SBP Holdings LP(1)(2) | Revolver | 887 | | — | |
| Scaled Agile, Inc.(1)(2) | Delayed Draw Term Loan | 416 | | 416 | |
| Scaled Agile, Inc.(1)(2) | Revolver | 336 | | 336 | |
| Scout Bidco B.V.(1)(3) | Delayed Draw Term Loan | 1,155 | | 1,135 | |
| Scout Bidco B.V.(1)(3) | Revolver | 524 | | 515 | |
| Sereni Capital NV(1)(2)(3) | Delayed Draw Term Loan | 1,599 | | — | |
| Sereni Capital NV(1)(2)(3) | Term Loan | — | | 109 | |
| Simulation Software Investment Company Pty Ltd(1) | Delayed Draw Term Loan | 408 | | 408 | |
| Smartling, Inc.(1)(2) | Delayed Draw Term Loan | 2,076 | | 2,076 | |
| Smartling, Inc.(1)(2) | Revolver | 1,038 | | 1,038 | |
| Soho Square III Debtco II SARL(1)(4) | Delayed Draw Term Loan | 3,478 | | 3,383 | |
| Solo Buyer, L.P.(1)(2) | Revolver | 1,995 | | 1,995 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1) | Delayed Draw Term Loan | 399 | | 665 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1) | Revolver | 141 | | 156 | |
| Spatial Business Systems LLC(1) | Delayed Draw Term Loan | 7,500 | | 7,500 | |
| Spatial Business Systems LLC(1) | Revolver | 1,406 | | 1,406 | |
| SSCP Pegasus Midco Limited(1)(4) | Delayed Draw Term Loan | 463 | | 451 | |
| Superjet Buyer, LLC(1) | Revolver | 1,825 | | 1,825 | |
| Syntax Systems Ltd(1)(2) | Delayed Draw Term Loan | 1,770 | | 1,770 | |
| Syntax Systems Ltd(1)(2) | Revolver | 309 | | 309 | |
| Tank Holding Corp(1) | Revolver | 469 | | 545 | |
| Tanqueray Bidco Limited(1)(2)(4) | Capex Facility | 1,118 | | 1,088 | |
| Techone B.V.(1)(3) | Revolver | 144 | | 94 | |
| Tencarva Machinery Company, LLC(1) | Revolver | 1,129 | | 1,129 | |
| The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) | Delayed Draw Term Loan | 4,195 | | 4,195 | |
| The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) | Revolver | 1,233 | | 1,233 | |
| The Cleaver-Brooks Company, Inc.(1) | Revolver | 2,768 | | 2,422 | |
| The Hilb Group, LLC(1)(2) | Delayed Draw Term Loan | 1,843 | | 2,537 | |
| Trader Corporation(1)(6) | Revolver | 345 | | 345 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 1,681 | | 1,681 | |
| TSYL Corporate Buyer, Inc.(1) | Revolver | 177 | | 177 | |
| Turbo Buyer, Inc.(1)(2) | Delayed Draw Term Loan | 1,509 | | 1,509 | |
| Union Bidco Limited(1)(2)(4) | Acquisition Facility | 216 | | 210 | |
| United Therapy Holding III GmbH(1)(2)(3) | Acquisition Facility | 625 | | 1,089 | |
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Pare SAS (SAS Maurice MARLE)(1)(2) | Delayed Draw Term Loan | 2,100 | | 2,100 | |
| Parkview Dental Holdings, LLC(1)(2) | Delayed Draw Term Loan | 328 | | 328 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 3,939 | | 3,939 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 2,679 | | 2,679 | |
| Polara Enterprises, L.L.C.(1) | Revolver | 947 | | 947 | |
| Premium Invest(1)(3) | Acquisition Facility | 1,255 | | 1,284 | |
| Process Insights Acquisition, Inc.(1) | Delayed Draw Term Loan | 1,220 | | 1,220 | |
| Process Insights Acquisition, Inc.(1) | Revolver | 1,125 | | — | |
| Process Insights Acquisition, Inc.(1) | Revolver | — | | 1,323 | |
| ProfitOptics, LLC(1)(2) | Revolver | 35 | | 84 | |
| Protego Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 163 | | 211 | |
| PSP Intermediate 4, LLC(1)(2)(3) | Delayed Draw Term Loan | 201 | | 206 | |
| Qualified Industries, LLC(1) | Revolver | 364 | | 364 | |
| Questel Unite(1)(2)(3) | Incremental Term Loan | 2,733 | | 2,795 | |
| R1 Holdings, LLC(1) | Delayed Draw Term Loan | 1,682 | | 1,682 | |
| R1 Holdings, LLC(1) | Revolver | 1,947 | | 1,947 | |
| Randys Holdings, Inc.(1) | Delayed Draw Term Loan | 4,854 | | 5,516 | |
| Randys Holdings, Inc.(1) | Revolver | 1,716 | | 1,658 | |
| Rocade Holdings LLC(1) | Preferred Equity | 2,000 | | 2,000 | |
| Rock Labor, LLC(1)(2) | Revolver | 941 | | 941 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 1,229 | | 1,229 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 2,531 | | — | |
| Royal Buyer, LLC(1) | Revolver | 2,330 | | 1,787 | |
| Sanoptis S.A.R.L.(1)(3) | Acquisition Capex Facility | — | | 42 | |
| Sanoptis S.A.R.L.(1)(2)(3) | CAF Term Loan | 691 | | 2,186 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | — | | 151 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | 10,774 | | 15,062 | |
| SBP Holdings LP(1) | Revolver | 710 | | 1,065 | |
| Scaled Agile, Inc.(1)(2) | Revolver | 280 | | 280 | |
| Scout Bidco B.V.(1)(2)(3) | Revolver | 313 | | 320 | |
| Simulation Software Investment Company Pty Ltd(1)(2) | Delayed Draw Term Loan | 408 | | 408 | |
| Sinari Invest(1)(2)(3) | Delayed Draw Term Loan | 604 | | 617 | |
| SISU ACQUISITIONCO., INC(1)(2) | Delayed Draw Term Loan | 80 | | 160 | |
| Smartling, Inc.(1) | Revolver | 1,038 | | 1,038 | |
| SmartShift Group, Inc.(1) | Delayed Draw Term Loan | 5,690 | | 5,690 | |
| SmartShift Group, Inc.(1) | Revolver | 2,731 | | 2,731 | |
| Solo Buyer, L.P.(1) | Revolver | 1,330 | | 1,330 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Delayed Draw Term Loan | 399 | | 399 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Revolver | 117 | | 90 | |
| Spatial Business Systems LLC(1) | Delayed Draw Term Loan | 1,875 | | 1,875 | |
| Spatial Business Systems LLC(1) | Revolver | 1,406 | | 1,406 | |
| SSCP Pegasus Midco Limited(1)(2)(4) | Delayed Draw Term Loan | 331 | | 398 | |
| Superjet Buyer, LLC(1) | Revolver | 1,369 | | 1,369 | |
| SVI International LLC(1) | Delayed Draw Term Loan | 74 | | — | |
| SVI International LLC(1) | Revolver | 74 | | — | |
| Syntax Systems Ltd(1) | Revolver | 259 | | 358 | |
| Tank Holding Corp(1) | Delayed Draw Term Loan | 1,126 | | 1,358 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| Portfolio Company
($ in thousands) | Portfolio Company
($ in thousands) | Investment Type | March 31, 2023 | December 31, 2022 | Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Unither (Uniholding)(1)(2)(3) | Delayed Draw Term Loan | 471 | | — | |
| USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1) | Delayed Draw Term Loan | 3,371 | | 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 Loan | 108 | | — | |
| W2O Holdings, Inc.(1)(2) | Delayed Draw Term Loan | — | | 487 | |
| Waccamaw River LLC(2) | Joint Venture | 2,480 | | 2,480 | |
| West-NR AcquisitionCo., LLC(1) | |
| Whitcraft Holdings, Inc.(1) | Whitcraft Holdings, Inc.(1) | Revolver | 2,515 | | — | |
| White Bidco Limited(1) | |
| Woodland Foods, LLC(1)(2) | Woodland Foods, LLC(1)(2) | Line of Credit | 330 | | 330 | |
| World 50, Inc.(1)(2) | |
| WWEC Holdings III Corp(1)(2) | WWEC Holdings III Corp(1)(2) | Delayed Draw Term Loan | 2,329 | | 2,329 | |
| WWEC Holdings III Corp(1)(2) | WWEC Holdings III Corp(1)(2) | Revolver | 1,025 | | 1,025 | |
| Xeinadin Bidco Limited(1)(4) | CAF Term Loan | 4,876 | | 4,743 | |
| ZB Holdco LLC(1) | Delayed Draw Term Loan | — | | 1,352 | |
| ZB Holdco LLC(1) | Revolver | 845 | | 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 Facility | 1,293 | | 1,258 | |
| Total unused commitments to extend financing | Total 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.
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.
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 Ended | | Three Months Ended |
| ($ in thousands, except share and per share amounts) | ($ in thousands, except share and per share amounts) | March 31, 2023 | | March 31, 2022 | ($ in thousands, except share and per share amounts) | March 31, 2024 | | March 31, 2023 |
| Per share data: | Per share data: | |
| Net asset value at beginning of period | Net 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 income | Dividends paid to stockholders from net investment income | (0.49) | | | (0.34) | |
| Dividends paid to stockholders from short-term realized gains | Dividends paid to stockholders from short-term realized gains | (0.02) | | | (0.08) | |
| Total dividends declared | Total 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 period | Net asset value at end of period | $ | 20.80 | | | $ | 20.96 | |
| Shares outstanding at end of period | Shares outstanding at end of period | 53,790,939 | | | 40,713,710 | |
| Net assets at end of period | Net assets at end of period | $ | 1,118,966 | | | $ | 853,407 | |
| Average net assets | Average 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.
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.
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) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 158,606 | | | 6 | | | 10 | |
| Structured products | 26,435 | | | 1 | | | 25,527 | | | 1 | | | 2 | |
| Equity shares | 271,205 | | | 10 | | | 314,083 | | | 12 | | | 19 | |
| Equity warrants | 34 | | | — | | | 2,637 | | | — | | | — | |
| Investment in joint ventures | 45,603 | | | 2 | | | 29,249 | | | 1 | | | 2 | |
| | | | | | | | | |
| $ | 2,575,830 | | | 100 | % | | $ | 2,568,911 | | | 100 | % | | 157 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 148,450 | | | 6 | | | 11 | |
| Structured products | 27,146 | | | 1 | | | 23,947 | | | 1 | | | 2 | |
| Equity shares | 254,999 | | | 10 | | | 297,213 | | | 12 | | | 23 | |
| Equity warrants | 4 | | | — | | | 2,475 | | | — | | | — | |
| Investment in joint ventures | 45,143 | | | 2 | | | 28,538 | | | 1 | | | 2 | |
| | | | | | | | | |
| $ | 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.
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, 2024 | Percent of Portfolio | Percent of Total Net Assets | | December 31, 2023 | Percent of Portfolio | Percent of Total Net Assets |
| Aerospace and Defense | $ | 139,991 | | 5.5 | % | 8.5 | % | | $ | 118,617 | | 4.8 | % | 9.1 | % |
| Automotive | 28,706 | | 1.1 | | 1.8 | | | 47,469 | | 1.9 | | 3.6 | |
| Banking, Finance, Insurance and Real Estate | 409,426 | | 15.9 | | 25.0 | | | 401,512 | | 16.3 | | 30.7 | |
| Beverage, Food and Tobacco | 42,938 | | 1.7 | | 2.6 | | | 25,223 | | 1.0 | | 1.9 | |
| Capital Equipment | 73,195 | | 2.9 | | 4.5 | | | 72,457 | | 3.0 | | 5.5 | |
| Chemicals, Plastics, and Rubber | 31,714 | | 1.2 | | 1.9 | | | 27,798 | | 1.1 | | 2.1 | |
| Construction and Building | 23,142 | | 0.9 | | 1.4 | | | 21,657 | | 0.9 | | 1.7 | |
| Consumer Goods: Durable | 54,053 | | 2.1 | | 3.3 | | | 53,766 | | 2.2 | | 4.1 | |
| Consumer Goods: Non-durable | 42,797 | | 1.7 | | 2.6 | | | 37,547 | | 1.5 | | 2.9 | |
| Containers, Packaging and Glass | 49,024 | | 1.9 | | 3.0 | | | 49,219 | | 2.0 | | 3.8 | |
| | | | | | | |
| Energy: Electricity | 8,736 | | 0.3 | | 0.5 | | | 8,389 | | 0.3 | | 0.6 | |
| | | | | | | |
| Environmental Industries | 59,100 | | 2.3 | | 3.6 | | | 61,116 | | 2.5 | | 4.7 | |
| | | | | | | |
| Healthcare and Pharmaceuticals | 215,218 | | 8.4 | | 13.1 | | | 226,610 | | 9.2 | | 17.3 | |
| High Tech Industries | 382,172 | | 14.9 | | 23.3 | | | 372,585 | | 15.2 | | 28.5 | |
| Hotel, Gaming and Leisure | 23,686 | | 0.9 | | 1.4 | | | 21,742 | | 0.9 | | 1.7 | |
| Investment Funds and Vehicles | 29,249 | | 1.1 | | 1.8 | | | 28,538 | | 1.2 | | 2.2 | |
| Media: Advertising, Printing and Publishing | 27,677 | | 1.1 | | 1.7 | | | 27,801 | | 1.1 | | 2.1 | |
| Media: Broadcasting and Subscription | 5,696 | | 0.2 | | 0.3 | | | 5,767 | | 0.2 | | 0.4 | |
| Media: Diversified and Production | 58,495 | | 2.3 | | 3.6 | | | 58,154 | | 2.4 | | 4.5 | |
| | | | | | | |
| | | | | | | |
| Services: Business | 477,297 | | 18.6 | | 29.1 | | | 390,046 | | 15.9 | | 29.8 | |
| Services: Consumer | 130,554 | | 5.1 | | 8.0 | | | 127,976 | | 5.2 | | 9.8 | |
| Structured Products | 40,333 | | 1.6 | | 2.5 | | | 40,421 | | 1.6 | | 3.1 | |
| Telecommunications | 23,441 | | 0.9 | | 1.4 | | | 23,688 | | 1.0 | | 1.8 | |
| Transportation: Cargo | 129,098 | | 5.0 | | 7.9 | | | 150,066 | | 6.1 | | 11.5 | |
| Transportation: Consumer | 51,717 | | 2.0 | | 3.2 | | | 49,022 | | 2.0 | | 3.8 | |
| Utilities: Electric | 11,456 | | 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.
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) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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, 2024 | | December 31, 2023 | | |
| Aerospace and Defense | $ | 23,719 | | 9.4 | % | | $ | 15,754 | | 7.4 | % | | | | |
| Automotive | 6,927 | | 2.7 | | | 6,908 | | 3.3 | | | | | |
| Banking, Finance, Insurance and Real Estate | 12,991 | | 5.2 | | | 12,729 | | 6.0 | | | | | |
| | | | | | | | | |
| Capital Equipment | 22,861 | | 9.1 | | | 22,834 | | 10.8 | | | | | |
| Chemicals, Plastics, and Rubber | 2,978 | | 1.2 | | | 2,961 | | 1.4 | | | | | |
| | | | | | | | | |
| Consumer Goods: Durable | 2,915 | | 1.2 | | | 2,962 | | 1.4 | | | | | |
| Consumer Goods: Non-durable | 4,900 | | 1.9 | | | — | | — | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Energy: Electricity | 4,826 | | 1.9 | | | 4,962 | | 2.3 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Healthcare and Pharmaceuticals | 27,747 | | 11.0 | | | 24,572 | | 11.6 | | | | | |
| High Tech Industries | 53,424 | | 21.2 | | | 40,316 | | 19.0 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Media: Advertising, Printing and Publishing | 6,265 | | 2.5 | | | 6,478 | | 3.1 | | | | | |
| | | | | | | | | |
| Media: Diversified and Production | 5,881 | | 2.3 | | | 5,806 | | 2.7 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Services: Business | 54,822 | | 21.8 | | | 44,317 | | 20.8 | | | | | |
| Services: Consumer | 9,893 | | 3.9 | | | 9,892 | | 4.7 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Transportation: Cargo | 2,995 | | 1.2 | | | 2,911 | | 1.4 | | | | | |
| Transportation: Consumer | 4,938 | | 2.0 | | | 4,951 | | 2.3 | | | | | |
| Utilities: Electric | 3,920 | | 1.5 | | | 3,903 | | 1.8 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Total | $ | 252,002 | | 100.0 | % | | $ | 212,256 | | 100.0 | % | | | | |
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, 2024 | | December 31, 2023 | | |
| | | | | | | | | |
| | | | | | | | | |
| Canada | $ | 9,961 | | 3.9 | % | | $ | 9,959 | | 4.7 | % | | | | |
| France | 20,585 | | 8.2 | | | 21,122 | | 10.0 | | | | | |
| Germany | 9,835 | | 3.9 | | | 9,945 | | 4.7 | | | | | |
| | | | | | | | | |
| Netherlands | 2,982 | | 1.2 | | | 3,043 | | 1.4 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| United Kingdom | 5,693 | | 2.3 | | | 5,968 | | 2.8 | | | | | |
| USA | 202,946 | | 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.
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) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage of
Total Portfolio |
| March 31, 2024: | | | | | | | |
| Federal Housing Administration (“FHA”) loans | $ | 306,491 | | | 93 | % | | $ | 287,390 | | | 93 | % |
| Veterans Affairs (“VA”) loans | 21,604 | | | 7 | | | 20,295 | | | 7 | |
| | | | | | | |
| $ | 328,095 | | | 100 | % | | $ | 307,685 | | | 100 | % |
| December 31, 2023: | | | | | | | |
| Federal Housing Administration (“FHA”) loans | $ | 360,847 | | | 93 | % | | $ | 342,240 | | | 93 | % |
| Veterans Affairs (“VA”) loans | 25,810 | | | 7 | | | 24,491 | | | 7 | |
| $ | 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).
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.
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
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
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 Value | | Valuation
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 Analysis | | Market Yield | | 6.1% – 27.0% | | 11.0% | | Decrease |
| | | | | | | | | | |
| 35,792 | | | Market Approach | | Adjusted EBITDA Multiple | | 0.9x – 12.5x | | 8.2x | | Increase |
| 279,000 | | | Recent Transaction | | Transaction Price | | 95.6% – 100.0% | | 98.0% | | Increase |
| Subordinated debt and 2nd lien notes | 119,294 | | | Yield Analysis | | Market Yield | | 9.0% – 54.2% | | 14.3% | | Decrease |
| 17,380 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.0x – 11.0x | | 8.1x | | Increase |
| 3,750 | | | Recent Transaction | | Transaction Price | | 100.0% | | 100.0% | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Equity shares | 26,204 | | | Yield Analysis | | Market Yield | | 10.5% – 14.2% | | 12.4% | | Decrease |
| 260,673 | | | Market Approach | | Adjusted EBITDA Multiple | | 5.5x – 27.5x | | 10.9x | | Increase |
| 1,766 | | | Market Approach | | Revenue Multiple | | 6.0x – 9.3x | | 6.6x | | Increase |
| 8,027 | | | Discounted Cash Flow Analysis | | Discount Rate | | 14.5% | | 14.5% | | Decrease |
| 5,892 | | | Net Asset Approach | | Liabilities | | $(64,894.6) | | $(64,894.6) | | Decrease |
| 1,928 | | | Recent Transaction | | Transaction Price | | $0.00 – $1,037.50 | | $419.92 | | Increase |
| Equity warrants | 2,593 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.3x – 12.5x | | 7.5x | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
(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 $25.1 million transitioned from a yield analysis to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2023 ($ in thousands)(3) | Fair Value | | Valuation
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 Analysis | | Market Yield | | 7.8% – 26.1% | | 11.5% | | Decrease |
| | | | | | | | | | |
| 17,693 | | | Market Approach | | Adjusted EBITDA Multiple | | 1.1x – 12.5x | | 6.5x | | Increase |
| 184,932 | | | Recent Transaction | | Transaction Price | | 95.0% – 100.0% | | 97.7% | | Increase |
Subordinated debt and 2nd lien notes(2) | 121,811 | | | Yield Analysis | | Market Yield | | 8.5% – 21.0% | | 13.8% | | Decrease |
| 7,123 | | | Market Approach | | Adjusted EBITDA Multiple | | 11.0x | | 11.0x | | Increase |
| | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Equity shares | 8,788 | | | Yield Analysis | | Market Yield | | 14.6% | | 14.6% | | Decrease |
| 274,281 | | | Market Approach | | Adjusted EBITDA Multiple | | 4.8x – 30.0x | | 11.0x | | Increase |
| 1,789 | | | Market Approach | | Revenue Multiple | | 6.5x – 9.5x | | 6.8x | | Increase |
| 6,080 | | | Discounted Cash Flow Analysis | | Discount Rate | | 14.2% | | 14.2% | | Decrease |
| 5,327 | | | Net Asset Approach | | Liabilities | | $(55,281.8) | | $(55,281.8) | | Decrease |
| 873 | | | Recent Transaction | | Transaction Price | | $1.00 – $10.00 | | $4.07 | | Increase |
| Equity warrants | 2,475 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.3x – 12.5x | | 7.3x | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
(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 $6.5 million transitioned from a discounted cash flow analysis to a broker quote valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of March 31, 2024 and December 31, 2023, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value as of March 31, 2024 |
| ($ in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
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 shares | 9,593 | | | — | | | 304,490 | | | 314,083 | |
| Equity warrants | 44 | | | — | | | 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 1 | | Level 2 | | Level 3 | | Total |
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 shares | 75 | | | — | | | 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 Products | | Equity Shares | | Equity Warrants | | Total |
| Fair value, beginning of period | $ | 1,915,633 | | | $ | 130,273 | | | $ | 15,705 | | | $ | 297,138 | | | $ | 2,475 | | | $ | 2,361,224 | |
| New investments | 250,445 | | | 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/dividends | 568 | | | 789 | | | — | | | 3,219 | | | — | | | 4,576 | |
| | | | | | | | | | | |
| Accretion of loan premium/discount | 186 | | | — | | | — | | | — | | | — | | | 186 | |
| Accretion of deferred loan origination revenue | 3,014 | | | 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 | |
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 Products | | Equity Shares | | Equity Warrants | | Total |
| Fair value, beginning of period | $ | 1,736,050 | | | $ | 143,294 | | | $ | 16,380 | | | $ | 157,313 | | | $ | 1,083 | | | $ | 2,054,120 | |
| New investments | 127,129 | | | 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/dividends | 1,204 | | | 991 | | | | | — | | | — | | | 2,195 | |
| | | | | | | | | | | |
| Accretion of loan premium/discount | 141 | | | 46 | | | — | | | — | | | — | | | 187 | |
| Accretion of deferred loan origination revenue | 2,482 | | | 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
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.
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 Ended | | Three Months Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
| Recurring Fee Income: | | | | | | | |
| Amortization of loan origination fees | $ | 2,205 | | | $ | 2,194 | | | | | |
| Management, valuation and other fees | 587 | | | 562 | | | | | |
| Total Recurring Fee Income | 2,792 | | | 2,756 | | | | | |
| Non-Recurring Fee Income: | | | | | | | |
| Prepayment fees | 25 | | | — | | | | | |
| Acceleration of unamortized loan origination fees | 986 | | | 409 | | | | | |
| Advisory, loan amendment and other fees | 573 | | | 189 | | | | | |
| Total Non-Recurring Fee Income | 1,584 | | | 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.
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
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 $0.7 million pertaining to operating losses and tax basis differences related to certain partnership interests.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2024 and December 31, 2023:
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Issuance Date
($ in thousands) | Maturity Date | | Interest Rate as of March 31, 2024 | | March 31, 2024 | | December 31, 2023 |
| Credit Facilities: | | | | | | | |
| Revolving Credit Facility – May 11, 2021 | May 11, 2026 | | 7.175% | | $ | 355,024 | | | $ | 410,967 | |
| SMBC Credit Facility – March 6, 2023 | March 6, 2028 | | 7.430% | | 51,875 | | | 124,500 | |
| Total Credit Facilities | | | | | $ | 406,899 | | | $ | 535,467 | |
| Debt Securitization: | | | | | | | |
| August 23, 2023 – Class A-1 Notes | July 15, 2031 | | 7.714% | | $ | 295,151 | | | $ | 300,000 | |
| August 23, 2023 – Class A-2 Notes | July 15, 2031 | | 8.664% | | 35,000 | | | 35,000 | |
| August 23, 2023 – Class A-2 Loans | July 15, 2031 | | 8.664% | | 20,000 | | | 20,000 | |
| August 23, 2023 – Class B Notes | July 15, 2031 | | 9.464% | | 25,000 | | | 25,000 | |
| August 23, 2023 – Class C Notes | July 15, 2031 | | 11.664% | | 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 Notes | July 29, 2026 | | 3.500% | | $ | 75,000 | | | $ | 75,000 | |
| September 15, 2021 – Series B Notes | July 29, 2026 | | 3.500% | | 38,000 | | | 38,000 | |
| October 28, 2021 – Series C Notes | July 29, 2026 | | 3.500% | | 37,000 | | | 37,000 | |
| May 10, 2022 – Series D Notes (1) | May 10, 2027 | | 6.000% | | 97,098 | | | 96,729 | |
| July 26, 2022 – Series E Notes (1) | May 10, 2027 | | 6.000% | | 53,174 | | | 52,951 | |
| | | | | | | |
| (Less: Deferred financing fees) | | | | | (412) | | | (474) | |
| Total Notes | | | | | $ | 299,860 | | | $ | 299,206 | |
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(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.
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,
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.
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.
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.
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
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 $(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 2024 and December 31, 2023, the Company had no secured loans, unitranche structures, mezzanine debtborrowings (“Secured Borrowings”) outstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and equity co-investments. simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of March 31, 2024 ($ in thousands) Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | | A$72,160 | | $47,133 | | 04/08/24 | | $ | (49) | | | | | Derivative liabilities |
| Foreign currency forward contract (AUD) | | $48,934 | | A$72,160 | | 04/08/24 | | 1,850 | | | | | Derivative assets |
| Foreign currency forward contract (AUD) | | $47,900 | | A$73,151 | | 07/08/24 | | 49 | | | | | Derivative assets |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Foreign currency forward contract (CAD) | | C$7,443 | | $5,487 | | 04/08/24 | | 13 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | $5,595 | | C$7,443 | | 04/08/24 | | 95 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | $5,103 | | C$6,924 | | 07/08/24 | | (21) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (DKK) | | 8,068kr. | | $1,171 | | 04/08/24 | | (2) | | | | | Derivative liabilities |
| Foreign currency forward contract (DKK) | | $1,191 | | 8,068kr. | | 04/08/24 | | 22 | | | | | Derivative assets |
| Foreign currency forward contract (DKK) | | $1,183 | | 8,119kr. | | 07/08/24 | | 2 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (EUR) | | €219,164 | | $237,154 | | 04/08/24 | | (411) | | | | | Derivative liabilities |
| Foreign currency forward contract (EUR) | | $240,755 | | €219,164 | | 04/08/24 | | 4,011 | | | | | Derivative assets |
| Foreign currency forward contract (EUR) | | $244,045 | | €224,692 | | 07/08/24 | | 416 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £60,373 | | $76,229 | | 04/08/24 | | 39 | | | | | Derivative assets |
| Foreign currency forward contract (GBP) | | $76,261 | | £60,373 | | 04/08/24 | | (7) | | | | | Derivative liabilities |
| Foreign currency forward contract (GBP) | | $77,273 | | £61,171 | | 07/08/24 | | (41) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Foreign currency forward contract (NZD) | | NZ$9,270 | | $5,565 | | 04/08/24 | | (20) | | | | | Derivative liabilities |
| Foreign currency forward contract (NZD) | | $5,806 | | NZ$9,270 | | 04/08/24 | | 261 | | | | | Derivative assets |
| Foreign currency forward contract (NZD) | | $5,722 | | NZ$9,533 | | 07/08/24 | | 20 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (NOK) | | 43,870kr | | $4,071 | | 04/08/24 | | (27) | | | | | Derivative liabilities |
| Foreign currency forward contract (NOK) | | $4,254 | | 43,870kr | | 04/08/24 | | 209 | | | | | Derivative assets |
| Foreign currency forward contract (NOK) | | $4,095 | | 44,031kr | | 07/08/24 | | 27 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (SEK) | | 20,577kr | | $1,939 | | 04/08/24 | | (14) | | | | | Derivative liabilities |
| Foreign currency forward contract (SEK) | | $2,024 | | 20,577kr | | 04/08/24 | | 99 | | | | | Derivative assets |
| Foreign currency forward contract (SEK) | | $1,957 | | 20,688kr | | 07/08/24 | | 14 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (CHF) | | 6,218Fr. | | $6,863 | | 04/08/24 | | 45 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | $7,403 | | 6,218Fr. | | 04/08/24 | | 495 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | $7,023 | | 6,300Fr. | | 07/08/24 | | (46) | | | | | Derivative liabilities |
| Total | | | | | | $ | 7,029 | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2023 ($ in thousands) Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | | $45,208 | | A$70,473 | | 01/10/24 | | $ | (2,932) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (CAD) | | $5,336 | | C$7,280 | | 01/10/24 | | (178) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (DKK) | | $1,128 | | 7,968kr. | | 01/10/24 | | (55) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (EUR) | | $229,170 | | €216,996 | | 01/10/24 | | (10,903) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £4,844 | | $6,086 | | 01/10/24 | | 85 | | | | | Derivative assets |
| Foreign currency forward contract (GBP) | | $75,288 | | £61,973 | | 01/10/24 | | (3,669) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (NZD) | | $5,519 | | NZ$9,248 | | 01/10/24 | | (342) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (NOK) | | $3,997 | | kr43,081 | | 01/10/24 | | (258) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (SEK) | | $1,868 | | 19,907kr | | 01/10/24 | | (113) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (CHF) | | $6,759 | | 6,137Fr. | | 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 Type | March 31, 2024 | December 31, 2023 |
| Accurus Aerospace Corporation(1)(2) | Revolver | $ | 277 | | $ | 380 | |
| AD Bidco, Inc.(1)(2) | Revolver | 1,863 | | — | |
| AD Bidco, Inc.(1)(2) | Delayed Draw Term Loan | 5,035 | | — | |
| Adhefin International(1)(2)(3) | Delayed Draw Term Loan | 410 | | 419 | |
| AirX Climate Solutions(1) | Delayed Draw Term Loan | 5,010 | | 5,010 | |
| AirX Climate Solutions(1) | Revolver | 1,695 | | 2,050 | |
| AlliA Insurance Brokers NV(1)(3) | Delayed Draw Term Loan | 1,598 | | 1,634 | |
| Americo Chemical Products, LLC(1) | Revolver | 1,400 | | 1,400 | |
| Amtech LLC(1)(2) | Revolver | 838 | | 291 | |
| Anju Software, Inc.(1)(2) | Delayed Draw Term Loan | 36 | | 36 | |
| Aquavista Watersides 2 LTD(1)(2)(4) | Capex / Acquisition Facility | 1,021 | | 1,030 | |
| Arc Education(1)(3) | Delayed Draw Term Loan | 2,518 | | 2,576 | |
| Argus Bidco Limited(1)(2)(4) | CAF Term Loan | 721 | | 1,083 | |
| ASC Communications, LLC(1) | Revolver | 647 | | 647 | |
| Astra Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 623 | | 729 | |
| ATL II MRO Holdings Inc.(1)(2) | Revolver | 2,500 | | 2,500 | |
| Avance Clinical Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 1,455 | | 1,522 | |
| AWP Group Holdings, Inc.(1) | Delayed Draw Term Loan | 237 | | 237 | |
| Azalea Buyer, Inc.(1)(2) | Delayed Draw Term Loan | 644 | | 644 | |
| Azalea Buyer, Inc.(1)(2) | Revolver | 481 | | 481 | |
| Beyond Risk Management, Inc.(1) | Delayed Draw Term Loan | 2,007 | | 2,007 | |
| Biolam Group(1)(2)(3) | Delayed Draw Term Loan | 1,475 | | 1,508 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Bounteous, Inc.(1)(2) | Delayed Draw Term Loan | — | | 2,697 | |
| Brightpay Limited(1)(2)(3) | Delayed Draw Term Loan | 191 | | 195 | |
| BrightSign LLC(1)(2) | Revolver | 222 | | 370 | |
| British Engineering Services Holdco Limited(1)(2)(4) | Acquisition/Capex Facility | 91 | | 92 | |
| CAi Software, LLC(1)(2) | Revolver | 3,740 | | 943 | |
| Cascade Residential Services LLC(1) | Delayed Draw Term Loan | 5,902 | | 7,765 | |
| Cascade Residential Services LLC(1) | Revolver | 1,294 | | 1,294 | |
| CCFF Buyer, LLC(1)(2) | Delayed Draw Term Loan | 3,346 | | — | |
| CCFF Buyer, LLC(1)(2) | Revolver | 1,004 | | — | |
| CGI Parent, LLC(1)(2) | Revolver | 1,653 | | 1,653 | |
| Classic Collision (Summit Buyer, LLC)(1) | Delayed Draw Term Loan | 6,383 | | 8,666 | |
| Comply365, LLC(1)(2) | Revolver | 575 | | 575 | |
| Coyo Uprising GmbH(1)(2)(3) | Delayed Draw Term Loan | 511 | | 523 | |
| DataServ Integrations, LLC(1) | Revolver | 481 | | 481 | |
| DecksDirect, LLC(1)(2) | Revolver | 169 | | 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 Loan | 2,559 | | — | |
| DISA Holdings Corp.(1) | Revolver | 1,282 | | 339 | |
| Dune Group(1)(2)(3) | Delayed Draw Term Loan | 1,027 | | 1,050 | |
| Dwyer Instruments, Inc.(1) | Delayed Draw Term Loan | 171 | | 171 | |
| Eclipse Business Capital, LLC(1) | Revolver | 11,872 | | 12,128 | |
| EMI Porta Holdco LLC(1)(2) | Revolver | 51 | | 346 | |
| eShipping, LLC(1) | Revolver | 608 | | 743 | |
| Eurofins Digital Testing International LUX Holding SARL(1)(2)(3) | Delayed Draw Term Loan | 2,670 | | 2,731 | |
| Events Software BidCo Pty Ltd(1)(2) | Delayed Draw Term Loan | 620 | | 620 | |
| Express Wash Acquisition Company, LLC(1) | Revolver | 115 | | 115 | |
| Faraday(1)(3) | Delayed Draw Term Loan | 1,935 | | 1,980 | |
| Finexvet(1)(3) | Delayed Draw Term Loan | — | | 1,943 | |
| Footco 40 Limited(1)(2)(4) | Delayed Draw Term Loan | 519 | | 524 | |
| Forest Buyer, LLC(1) | Delayed Draw Term Loan | 992 | | — | |
| Forest Buyer, LLC(1) | Revolver | 595 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Delayed Draw Term Loan | 2,538 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Revolver | 2,288 | | — | |
| GB Eagle Buyer, Inc.(1) | Revolver | 3,226 | | 3,226 | |
| Glacis Acquisition S.A.R.L.(1)(2)(3) | Delayed Draw Term Loan | 3,294 | | 5,348 | |
| Global Academic Group Limited(1)(2)(7) | Term Loan | 391 | | 414 | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 86 | | — | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 17 | | 53 | |
| Greenhill II BV(1)(3) | Capex Acquisition Facility | 118 | | 120 | |
| Gusto Aus BidCo Pty Ltd(1)(5) | Delayed Draw Term Loan | 160 | | 167 | |
| HeartHealth Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 239 | | 253 | |
| Heavy Construction Systems Specialists, LLC(1) | Revolver | 2,193 | | 2,193 | |
| HEKA Invest(1)(3) | Delayed Draw Term Loan | 1,124 | | 1,150 | |
| HemaSource, Inc.(1) | Revolver | 2,714 | | 2,590 | |
| HomeX Services Group LLC(1) | Delayed Draw Term Loan | 8,446 | | 8,446 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| HomeX Services Group LLC(1) | Revolver | 3,378 | | 3,378 | |
| HTI Technology & Industries(1)(2) | Delayed Draw Term Loan | 1,691 | | 1,691 | |
| HTI Technology & Industries(1)(2) | Revolver | 1,128 | | 1,128 | |
| Ice House America, L.L.C.(1)(2) | Delayed Draw Term Loan | 247 | | — | |
| Ice House America, L.L.C.(1)(2) | Revolver | 574 | | — | |
| Innovad Group II BV(1)(2)(3) | Delayed Draw Term Loan | 41 | | 42 | |
| INOS 19-090 GmbH(1)(2)(3) | Acquisition Facility | — | | 171 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | 1,213 | | 1,241 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | — | | 115 | |
| InvoCare Limited (1)(2)(5) | Delayed Draw Term Loan | 739 | | 773 | |
| Isolstar Holding NV (IPCOM)(1)(3) | Delayed Draw Term Loan | 342 | | 1,313 | |
| ISTO Technologies II, LLC(1) | Revolver | 1,114 | | 1,114 | |
| ITI Intermodal, Inc.(1)(2) | Revolver | 1,157 | | 1,157 | |
| Jon Bidco Limited(1)(2)(7) | Capex & Acquisition Facility | 555 | | 588 | |
| Jones Fish Hatcheries & Distributors LLC(1) | Revolver | 418 | | 418 | |
| Kano Laboratories LLC(1)(2) | Delayed Draw Term Loan | 2,784 | | — | |
| 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 Loan | 718 | | 734 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Delayed Draw Term Loan | 237 | | 255 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Revolver | 18 | | 18 | |
| LeadsOnline, LLC(1) | Revolver | 3,190 | | 2,679 | |
| Marmoutier Holding B.V.(1)(2)(3) | Delayed Draw Term Loan | 24 | | 18 | |
| Marmoutier Holding B.V.(1)(2)(3) | Revolver | 108 | | 106 | |
| Marshall Excelsior Co.(1) | Revolver | 86 | | 115 | |
| MB Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 4,121 | | — | |
| MB Purchaser, LLC(1)(2) | Revolver | 824 | | — | |
| MC Group Ventures Corporation(1)(2) | Delayed Draw Term Loan | 435 | | 435 | |
| Megawatt Acquisitionco, Inc.(1) | Revolver | 1,995 | | — | |
| Mercell Holding AS(1)(2)(8) | Capex Acquisition Facility | 724 | | 773 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 57 | | 59 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 496 | | 518 | |
| Moonlight Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 556 | | 562 | |
| Narda Acquisitionco., Inc.(1) | Revolver | 1,059 | | 1,059 | |
| NAW Buyer, LLC(1)(2) | Delayed Draw Term Loan | 9,223 | | 9,223 | |
| NAW Buyer, LLC(1)(2) | Revolver | 2,075 | | 1,845 | |
| NeoxCo(1)(3) | Delayed Draw Term Loan | 486 | | 497 | |
| Next Holdco, LLC(1) | Delayed Draw Term Loan | 5,984 | | 5,984 | |
| Next Holdco, LLC(1) | Revolver | 2,321 | | 2,321 | |
| NF Holdco, LLC(1) | Revolver | 1,183 | | 887 | |
| Novotech Aus Bidco Pty Ltd(1) | Capex & Acquisition Facility | 971 | | 971 | |
| NPM Investments 28 BV(1)(3) | Delayed Draw Term Loan | 936 | | 958 | |
| OA Buyer, Inc.(1) | Revolver | 1,154 | | 1,331 | |
| OAC Holdings I Corp(1)(2) | Revolver | 1,076 | | 1,370 | |
| Omni Intermediate Holdings, LLC(1) | Delayed Draw Term Loan | — | | 806 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Revolver | 1,607 | | 1,607 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 5,319 | | 5,319 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Pare SAS (SAS Maurice MARLE)(1)(2) | Delayed Draw Term Loan | 2,100 | | 2,100 | |
| Parkview Dental Holdings, LLC(1)(2) | Delayed Draw Term Loan | 328 | | 328 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 3,939 | | 3,939 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 2,679 | | 2,679 | |
| Polara Enterprises, L.L.C.(1) | Revolver | 947 | | 947 | |
| Premium Invest(1)(3) | Acquisition Facility | 1,255 | | 1,284 | |
| Process Insights Acquisition, Inc.(1) | Delayed Draw Term Loan | 1,220 | | 1,220 | |
| Process Insights Acquisition, Inc.(1) | Revolver | 1,125 | | — | |
| Process Insights Acquisition, Inc.(1) | Revolver | — | | 1,323 | |
| ProfitOptics, LLC(1)(2) | Revolver | 35 | | 84 | |
| Protego Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 163 | | 211 | |
| PSP Intermediate 4, LLC(1)(2)(3) | Delayed Draw Term Loan | 201 | | 206 | |
| Qualified Industries, LLC(1) | Revolver | 364 | | 364 | |
| Questel Unite(1)(2)(3) | Incremental Term Loan | 2,733 | | 2,795 | |
| R1 Holdings, LLC(1) | Delayed Draw Term Loan | 1,682 | | 1,682 | |
| R1 Holdings, LLC(1) | Revolver | 1,947 | | 1,947 | |
| Randys Holdings, Inc.(1) | Delayed Draw Term Loan | 4,854 | | 5,516 | |
| Randys Holdings, Inc.(1) | Revolver | 1,716 | | 1,658 | |
| Rocade Holdings LLC(1) | Preferred Equity | 2,000 | | 2,000 | |
| Rock Labor, LLC(1)(2) | Revolver | 941 | | 941 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 1,229 | | 1,229 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 2,531 | | — | |
| Royal Buyer, LLC(1) | Revolver | 2,330 | | 1,787 | |
| Sanoptis S.A.R.L.(1)(3) | Acquisition Capex Facility | — | | 42 | |
| Sanoptis S.A.R.L.(1)(2)(3) | CAF Term Loan | 691 | | 2,186 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | — | | 151 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | 10,774 | | 15,062 | |
| SBP Holdings LP(1) | Revolver | 710 | | 1,065 | |
| Scaled Agile, Inc.(1)(2) | Revolver | 280 | | 280 | |
| Scout Bidco B.V.(1)(2)(3) | Revolver | 313 | | 320 | |
| Simulation Software Investment Company Pty Ltd(1)(2) | Delayed Draw Term Loan | 408 | | 408 | |
| Sinari Invest(1)(2)(3) | Delayed Draw Term Loan | 604 | | 617 | |
| SISU ACQUISITIONCO., INC(1)(2) | Delayed Draw Term Loan | 80 | | 160 | |
| Smartling, Inc.(1) | Revolver | 1,038 | | 1,038 | |
| SmartShift Group, Inc.(1) | Delayed Draw Term Loan | 5,690 | | 5,690 | |
| SmartShift Group, Inc.(1) | Revolver | 2,731 | | 2,731 | |
| Solo Buyer, L.P.(1) | Revolver | 1,330 | | 1,330 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Delayed Draw Term Loan | 399 | | 399 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Revolver | 117 | | 90 | |
| Spatial Business Systems LLC(1) | Delayed Draw Term Loan | 1,875 | | 1,875 | |
| Spatial Business Systems LLC(1) | Revolver | 1,406 | | 1,406 | |
| SSCP Pegasus Midco Limited(1)(2)(4) | Delayed Draw Term Loan | 331 | | 398 | |
| Superjet Buyer, LLC(1) | Revolver | 1,369 | | 1,369 | |
| SVI International LLC(1) | Delayed Draw Term Loan | 74 | | — | |
| SVI International LLC(1) | Revolver | 74 | | — | |
| Syntax Systems Ltd(1) | Revolver | 259 | | 358 | |
| Tank Holding Corp(1) | Delayed Draw Term Loan | 1,126 | | 1,358 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Tank Holding Corp(1) | Revolver | 491 | | 480 | |
| Tanqueray Bidco Limited(1)(4) | Capex Facility | 1,143 | | 1,153 | |
| Techone B.V.(1)(2)(3) | Revolver | 238 | | 146 | |
| Tencarva Machinery Company, LLC(1)(2) | Revolver | 1,129 | | 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) | Revolver | 1,233 | | 1,233 | |
| The Cleaver-Brooks Company, Inc.(1) | Revolver | 2,768 | | 2,768 | |
| The Hilb Group, LLC(1) | Delayed Draw Term Loan | — | | 672 | |
| Trader Corporation(1)(6) | Revolver | 345 | | 354 | |
| Trintech, Inc.(1) | Revolver | 1,020 | | 1,020 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 2,244 | | 2,244 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 911 | | 1,469 | |
| TSYL Corporate Buyer, Inc.(1) | Revolver | 642 | | 642 | |
| Turbo Buyer, Inc.(1)(2) | Delayed Draw Term Loan | — | | 1,509 | |
| UBC Ledgers Holding AB(1)(2)(9) | Delayed Draw Term Loan | 791 | | 840 | |
| UBC Ledgers Holding AB(1)(2)(9) | Revolver | 262 | | 278 | |
| Union Bidco Limited(1)(4) | Acquisition Facility | 220 | | 222 | |
| United Therapy Holding III GmbH(1)(2)(3) | Acquisition Facility | 621 | | 636 | |
| Unither (Uniholding)(1)(3) | Delayed Draw Term Loan | 468 | | 479 | |
| USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2) | Delayed Draw Term Loan | 2,333 | | 2,360 | |
| W2O Holdings, Inc.(1)(2) | Delayed Draw Term Loan | — | | 107 | |
| West-NR AcquisitionCo., LLC(1) | Delayed Draw Term Loan | 3,750 | | 3,750 | |
| Whitcraft Holdings, Inc.(1) | Revolver | 1,308 | | 2,347 | |
| White Bidco Limited(1) | Delayed Draw Term Loan | 514 | | 514 | |
| Woodland Foods, LLC(1)(2) | Line of Credit | 244 | | 492 | |
| World 50, Inc.(1)(2) | Revolver | 1,703 | | — | |
| WWEC Holdings III Corp(1)(2) | Delayed Draw Term Loan | 6,627 | | — | |
| WWEC Holdings III Corp(1)(2) | Revolver | 3,359 | | 1,514 | |
| Xeinadin Bidco Limited(1)(2)(4) | CAF Term Loan | 3,202 | | 4,125 | |
| ZB Holdco LLC(1)(2) | Delayed Draw Term Loan | 762 | | 2,932 | |
| ZB Holdco LLC(1)(2) | Delayed Draw Term Loan | 4,388 | | — | |
| ZB Holdco LLC(1)(2) | Revolver | 541 | | 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.
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 Ended | | Three Months Ended |
| ($ in thousands, except share and per share amounts) | March 31, 2024 | | March 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 period | 78,202,476 | | | 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.
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) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 158,606 | | | 6 | | | 10 | |
| Structured products | 26,435 | | | 1 | | | 25,527 | | | 1 | | | 2 | |
| Equity shares | 271,205 | | | 10 | | | 314,083 | | | 12 | | | 19 | |
| Equity warrants | 34 | | | — | | | 2,637 | | | — | | | — | |
| Investment in joint ventures | 45,603 | | | 2 | | | 29,249 | | | 1 | | | 2 | |
| | | | | | | | | |
| $ | 2,575,830 | | | 100 | % | | $ | 2,568,911 | | | 100 | % | | 157 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 148,450 | | | 6 | | | 11 | |
| Structured products | 27,146 | | | 1 | | | 23,947 | | | 1 | | | 2 | |
| Equity shares | 254,999 | | | 10 | | | 297,213 | | | 12 | | | 23 | |
| Equity warrants | 4 | | | — | | | 2,475 | | | — | | | — | |
| Investment in joint ventures | 45,143 | | | 2 | | | 28,538 | | | 1 | | | 2 | |
| | | | | | | | | |
| $ | 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.
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, 2024 | Percent of Portfolio | Percent of Total Net Assets | | December 31, 2023 | Percent of Portfolio | Percent of Total Net Assets |
| Aerospace and Defense | $ | 139,991 | | 5.5 | % | 8.5 | % | | $ | 118,617 | | 4.8 | % | 9.1 | % |
| Automotive | 28,706 | | 1.1 | | 1.8 | | | 47,469 | | 1.9 | | 3.6 | |
| Banking, Finance, Insurance and Real Estate | 409,426 | | 15.9 | | 25.0 | | | 401,512 | | 16.3 | | 30.7 | |
| Beverage, Food and Tobacco | 42,938 | | 1.7 | | 2.6 | | | 25,223 | | 1.0 | | 1.9 | |
| Capital Equipment | 73,195 | | 2.9 | | 4.5 | | | 72,457 | | 3.0 | | 5.5 | |
| Chemicals, Plastics, and Rubber | 31,714 | | 1.2 | | 1.9 | | | 27,798 | | 1.1 | | 2.1 | |
| Construction and Building | 23,142 | | 0.9 | | 1.4 | | | 21,657 | | 0.9 | | 1.7 | |
| Consumer Goods: Durable | 54,053 | | 2.1 | | 3.3 | | | 53,766 | | 2.2 | | 4.1 | |
| Consumer Goods: Non-durable | 42,797 | | 1.7 | | 2.6 | | | 37,547 | | 1.5 | | 2.9 | |
| Containers, Packaging and Glass | 49,024 | | 1.9 | | 3.0 | | | 49,219 | | 2.0 | | 3.8 | |
| | | | | | | |
| Energy: Electricity | 8,736 | | 0.3 | | 0.5 | | | 8,389 | | 0.3 | | 0.6 | |
| | | | | | | |
| Environmental Industries | 59,100 | | 2.3 | | 3.6 | | | 61,116 | | 2.5 | | 4.7 | |
| | | | | | | |
| Healthcare and Pharmaceuticals | 215,218 | | 8.4 | | 13.1 | | | 226,610 | | 9.2 | | 17.3 | |
| High Tech Industries | 382,172 | | 14.9 | | 23.3 | | | 372,585 | | 15.2 | | 28.5 | |
| Hotel, Gaming and Leisure | 23,686 | | 0.9 | | 1.4 | | | 21,742 | | 0.9 | | 1.7 | |
| Investment Funds and Vehicles | 29,249 | | 1.1 | | 1.8 | | | 28,538 | | 1.2 | | 2.2 | |
| Media: Advertising, Printing and Publishing | 27,677 | | 1.1 | | 1.7 | | | 27,801 | | 1.1 | | 2.1 | |
| Media: Broadcasting and Subscription | 5,696 | | 0.2 | | 0.3 | | | 5,767 | | 0.2 | | 0.4 | |
| Media: Diversified and Production | 58,495 | | 2.3 | | 3.6 | | | 58,154 | | 2.4 | | 4.5 | |
| | | | | | | |
| | | | | | | |
| Services: Business | 477,297 | | 18.6 | | 29.1 | | | 390,046 | | 15.9 | | 29.8 | |
| Services: Consumer | 130,554 | | 5.1 | | 8.0 | | | 127,976 | | 5.2 | | 9.8 | |
| Structured Products | 40,333 | | 1.6 | | 2.5 | | | 40,421 | | 1.6 | | 3.1 | |
| Telecommunications | 23,441 | | 0.9 | | 1.4 | | | 23,688 | | 1.0 | | 1.8 | |
| Transportation: Cargo | 129,098 | | 5.0 | | 7.9 | | | 150,066 | | 6.1 | | 11.5 | |
| Transportation: Consumer | 51,717 | | 2.0 | | 3.2 | | | 49,022 | | 2.0 | | 3.8 | |
| Utilities: Electric | 11,456 | | 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.
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) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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, 2024 | | December 31, 2023 | | |
| Aerospace and Defense | $ | 23,719 | | 9.4 | % | | $ | 15,754 | | 7.4 | % | | | | |
| Automotive | 6,927 | | 2.7 | | | 6,908 | | 3.3 | | | | | |
| Banking, Finance, Insurance and Real Estate | 12,991 | | 5.2 | | | 12,729 | | 6.0 | | | | | |
| | | | | | | | | |
| Capital Equipment | 22,861 | | 9.1 | | | 22,834 | | 10.8 | | | | | |
| Chemicals, Plastics, and Rubber | 2,978 | | 1.2 | | | 2,961 | | 1.4 | | | | | |
| | | | | | | | | |
| Consumer Goods: Durable | 2,915 | | 1.2 | | | 2,962 | | 1.4 | | | | | |
| Consumer Goods: Non-durable | 4,900 | | 1.9 | | | — | | — | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Energy: Electricity | 4,826 | | 1.9 | | | 4,962 | | 2.3 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Healthcare and Pharmaceuticals | 27,747 | | 11.0 | | | 24,572 | | 11.6 | | | | | |
| High Tech Industries | 53,424 | | 21.2 | | | 40,316 | | 19.0 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Media: Advertising, Printing and Publishing | 6,265 | | 2.5 | | | 6,478 | | 3.1 | | | | | |
| | | | | | | | | |
| Media: Diversified and Production | 5,881 | | 2.3 | | | 5,806 | | 2.7 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Services: Business | 54,822 | | 21.8 | | | 44,317 | | 20.8 | | | | | |
| Services: Consumer | 9,893 | | 3.9 | | | 9,892 | | 4.7 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Transportation: Cargo | 2,995 | | 1.2 | | | 2,911 | | 1.4 | | | | | |
| Transportation: Consumer | 4,938 | | 2.0 | | | 4,951 | | 2.3 | | | | | |
| Utilities: Electric | 3,920 | | 1.5 | | | 3,903 | | 1.8 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Total | $ | 252,002 | | 100.0 | % | | $ | 212,256 | | 100.0 | % | | | | |
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, 2024 | | December 31, 2023 | | |
| | | | | | | | | |
| | | | | | | | | |
| Canada | $ | 9,961 | | 3.9 | % | | $ | 9,959 | | 4.7 | % | | | | |
| France | 20,585 | | 8.2 | | | 21,122 | | 10.0 | | | | | |
| Germany | 9,835 | | 3.9 | | | 9,945 | | 4.7 | | | | | |
| | | | | | | | | |
| Netherlands | 2,982 | | 1.2 | | | 3,043 | | 1.4 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| United Kingdom | 5,693 | | 2.3 | | | 5,968 | | 2.8 | | | | | |
| USA | 202,946 | | 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.
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) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage of
Total Portfolio |
| March 31, 2024: | | | | | | | |
| Federal Housing Administration (“FHA”) loans | $ | 306,491 | | | 93 | % | | $ | 287,390 | | | 93 | % |
| Veterans Affairs (“VA”) loans | 21,604 | | | 7 | | | 20,295 | | | 7 | |
| | | | | | | |
| $ | 328,095 | | | 100 | % | | $ | 307,685 | | | 100 | % |
| December 31, 2023: | | | | | | | |
| Federal Housing Administration (“FHA”) loans | $ | 360,847 | | | 93 | % | | $ | 342,240 | | | 93 | % |
| Veterans Affairs (“VA”) loans | 25,810 | | | 7 | | | 24,491 | | | 7 | |
| $ | 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).
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.
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
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
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 Value | | Valuation
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 Analysis | | Market Yield | | 6.1% – 27.0% | | 11.0% | | Decrease |
| | | | | | | | | | |
| 35,792 | | | Market Approach | | Adjusted EBITDA Multiple | | 0.9x – 12.5x | | 8.2x | | Increase |
| 279,000 | | | Recent Transaction | | Transaction Price | | 95.6% – 100.0% | | 98.0% | | Increase |
| Subordinated debt and 2nd lien notes | 119,294 | | | Yield Analysis | | Market Yield | | 9.0% – 54.2% | | 14.3% | | Decrease |
| 17,380 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.0x – 11.0x | | 8.1x | | Increase |
| 3,750 | | | Recent Transaction | | Transaction Price | | 100.0% | | 100.0% | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Equity shares | 26,204 | | | Yield Analysis | | Market Yield | | 10.5% – 14.2% | | 12.4% | | Decrease |
| 260,673 | | | Market Approach | | Adjusted EBITDA Multiple | | 5.5x – 27.5x | | 10.9x | | Increase |
| 1,766 | | | Market Approach | | Revenue Multiple | | 6.0x – 9.3x | | 6.6x | | Increase |
| 8,027 | | | Discounted Cash Flow Analysis | | Discount Rate | | 14.5% | | 14.5% | | Decrease |
| 5,892 | | | Net Asset Approach | | Liabilities | | $(64,894.6) | | $(64,894.6) | | Decrease |
| 1,928 | | | Recent Transaction | | Transaction Price | | $0.00 – $1,037.50 | | $419.92 | | Increase |
| Equity warrants | 2,593 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.3x – 12.5x | | 7.5x | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
(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 $25.1 million transitioned from a yield analysis to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2023 ($ in thousands)(3) | Fair Value | | Valuation
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 Analysis | | Market Yield | | 7.8% – 26.1% | | 11.5% | | Decrease |
| | | | | | | | | | |
| 17,693 | | | Market Approach | | Adjusted EBITDA Multiple | | 1.1x – 12.5x | | 6.5x | | Increase |
| 184,932 | | | Recent Transaction | | Transaction Price | | 95.0% – 100.0% | | 97.7% | | Increase |
Subordinated debt and 2nd lien notes(2) | 121,811 | | | Yield Analysis | | Market Yield | | 8.5% – 21.0% | | 13.8% | | Decrease |
| 7,123 | | | Market Approach | | Adjusted EBITDA Multiple | | 11.0x | | 11.0x | | Increase |
| | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Equity shares | 8,788 | | | Yield Analysis | | Market Yield | | 14.6% | | 14.6% | | Decrease |
| 274,281 | | | Market Approach | | Adjusted EBITDA Multiple | | 4.8x – 30.0x | | 11.0x | | Increase |
| 1,789 | | | Market Approach | | Revenue Multiple | | 6.5x – 9.5x | | 6.8x | | Increase |
| 6,080 | | | Discounted Cash Flow Analysis | | Discount Rate | | 14.2% | | 14.2% | | Decrease |
| 5,327 | | | Net Asset Approach | | Liabilities | | $(55,281.8) | | $(55,281.8) | | Decrease |
| 873 | | | Recent Transaction | | Transaction Price | | $1.00 – $10.00 | | $4.07 | | Increase |
| Equity warrants | 2,475 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.3x – 12.5x | | 7.3x | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
(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 $6.5 million transitioned from a discounted cash flow analysis to a broker quote valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of March 31, 2024 and December 31, 2023, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value as of March 31, 2024 |
| ($ in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
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 shares | 9,593 | | | — | | | 304,490 | | | 314,083 | |
| Equity warrants | 44 | | | — | | | 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 1 | | Level 2 | | Level 3 | | Total |
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 shares | 75 | | | — | | | 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 Products | | Equity Shares | | Equity Warrants | | Total |
| Fair value, beginning of period | $ | 1,915,633 | | | $ | 130,273 | | | $ | 15,705 | | | $ | 297,138 | | | $ | 2,475 | | | $ | 2,361,224 | |
| New investments | 250,445 | | | 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/dividends | 568 | | | 789 | | | — | | | 3,219 | | | — | | | 4,576 | |
| | | | | | | | | | | |
| Accretion of loan premium/discount | 186 | | | — | | | — | | | — | | | — | | | 186 | |
| Accretion of deferred loan origination revenue | 3,014 | | | 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 | |
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 Products | | Equity Shares | | Equity Warrants | | Total |
| Fair value, beginning of period | $ | 1,736,050 | | | $ | 143,294 | | | $ | 16,380 | | | $ | 157,313 | | | $ | 1,083 | | | $ | 2,054,120 | |
| New investments | 127,129 | | | 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/dividends | 1,204 | | | 991 | | | | | — | | | — | | | 2,195 | |
| | | | | | | | | | | |
| Accretion of loan premium/discount | 141 | | | 46 | | | — | | | — | | | — | | | 187 | |
| Accretion of deferred loan origination revenue | 2,482 | | | 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
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.
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 Ended | | Three Months Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
| Recurring Fee Income: | | | | | | | |
| Amortization of loan origination fees | $ | 2,205 | | | $ | 2,194 | | | | | |
| Management, valuation and other fees | 587 | | | 562 | | | | | |
| Total Recurring Fee Income | 2,792 | | | 2,756 | | | | | |
| Non-Recurring Fee Income: | | | | | | | |
| Prepayment fees | 25 | | | — | | | | | |
| Acceleration of unamortized loan origination fees | 986 | | | 409 | | | | | |
| Advisory, loan amendment and other fees | 573 | | | 189 | | | | | |
| Total Non-Recurring Fee Income | 1,584 | | | 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.
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
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 $0.7 million pertaining to operating losses and tax basis differences related to certain partnership interests.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
Issuance Date
($ in thousands) | Maturity Date | | Interest Rate as of March 31, 2024 | | March 31, 2024 | | December 31, 2023 |
| Credit Facilities: | | | | | | | |
| Revolving Credit Facility – May 11, 2021 | May 11, 2026 | | 7.175% | | $ | 355,024 | | | $ | 410,967 | |
| SMBC Credit Facility – March 6, 2023 | March 6, 2028 | | 7.430% | | 51,875 | | | 124,500 | |
| Total Credit Facilities | | | | | $ | 406,899 | | | $ | 535,467 | |
| Debt Securitization: | | | | | | | |
| August 23, 2023 – Class A-1 Notes | July 15, 2031 | | 7.714% | | $ | 295,151 | | | $ | 300,000 | |
| August 23, 2023 – Class A-2 Notes | July 15, 2031 | | 8.664% | | 35,000 | | | 35,000 | |
| August 23, 2023 – Class A-2 Loans | July 15, 2031 | | 8.664% | | 20,000 | | | 20,000 | |
| August 23, 2023 – Class B Notes | July 15, 2031 | | 9.464% | | 25,000 | | | 25,000 | |
| August 23, 2023 – Class C Notes | July 15, 2031 | | 11.664% | | 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 Notes | July 29, 2026 | | 3.500% | | $ | 75,000 | | | $ | 75,000 | |
| September 15, 2021 – Series B Notes | July 29, 2026 | | 3.500% | | 38,000 | | | 38,000 | |
| October 28, 2021 – Series C Notes | July 29, 2026 | | 3.500% | | 37,000 | | | 37,000 | |
| May 10, 2022 – Series D Notes (1) | May 10, 2027 | | 6.000% | | 97,098 | | | 96,729 | |
| July 26, 2022 – Series E Notes (1) | May 10, 2027 | | 6.000% | | 53,174 | | | 52,951 | |
| | | | | | | |
| (Less: Deferred financing fees) | | | | | (412) | | | (474) | |
| Total Notes | | | | | $ | 299,860 | | | $ | 299,206 | |
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(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.
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,
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.
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.
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.
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
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 $(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 2024 and December 31, 2023, the Company had no secured borrowings (“Secured Borrowings”) outstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of March 31, 2024 ($ in thousands) Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | | A$72,160 | | $47,133 | | 04/08/24 | | $ | (49) | | | | | Derivative liabilities |
| Foreign currency forward contract (AUD) | | $48,934 | | A$72,160 | | 04/08/24 | | 1,850 | | | | | Derivative assets |
| Foreign currency forward contract (AUD) | | $47,900 | | A$73,151 | | 07/08/24 | | 49 | | | | | Derivative assets |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Foreign currency forward contract (CAD) | | C$7,443 | | $5,487 | | 04/08/24 | | 13 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | $5,595 | | C$7,443 | | 04/08/24 | | 95 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | $5,103 | | C$6,924 | | 07/08/24 | | (21) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (DKK) | | 8,068kr. | | $1,171 | | 04/08/24 | | (2) | | | | | Derivative liabilities |
| Foreign currency forward contract (DKK) | | $1,191 | | 8,068kr. | | 04/08/24 | | 22 | | | | | Derivative assets |
| Foreign currency forward contract (DKK) | | $1,183 | | 8,119kr. | | 07/08/24 | | 2 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (EUR) | | €219,164 | | $237,154 | | 04/08/24 | | (411) | | | | | Derivative liabilities |
| Foreign currency forward contract (EUR) | | $240,755 | | €219,164 | | 04/08/24 | | 4,011 | | | | | Derivative assets |
| Foreign currency forward contract (EUR) | | $244,045 | | €224,692 | | 07/08/24 | | 416 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £60,373 | | $76,229 | | 04/08/24 | | 39 | | | | | Derivative assets |
| Foreign currency forward contract (GBP) | | $76,261 | | £60,373 | | 04/08/24 | | (7) | | | | | Derivative liabilities |
| Foreign currency forward contract (GBP) | | $77,273 | | £61,171 | | 07/08/24 | | (41) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Foreign currency forward contract (NZD) | | NZ$9,270 | | $5,565 | | 04/08/24 | | (20) | | | | | Derivative liabilities |
| Foreign currency forward contract (NZD) | | $5,806 | | NZ$9,270 | | 04/08/24 | | 261 | | | | | Derivative assets |
| Foreign currency forward contract (NZD) | | $5,722 | | NZ$9,533 | | 07/08/24 | | 20 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (NOK) | | 43,870kr | | $4,071 | | 04/08/24 | | (27) | | | | | Derivative liabilities |
| Foreign currency forward contract (NOK) | | $4,254 | | 43,870kr | | 04/08/24 | | 209 | | | | | Derivative assets |
| Foreign currency forward contract (NOK) | | $4,095 | | 44,031kr | | 07/08/24 | | 27 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (SEK) | | 20,577kr | | $1,939 | | 04/08/24 | | (14) | | | | | Derivative liabilities |
| Foreign currency forward contract (SEK) | | $2,024 | | 20,577kr | | 04/08/24 | | 99 | | | | | Derivative assets |
| Foreign currency forward contract (SEK) | | $1,957 | | 20,688kr | | 07/08/24 | | 14 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (CHF) | | 6,218Fr. | | $6,863 | | 04/08/24 | | 45 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | $7,403 | | 6,218Fr. | | 04/08/24 | | 495 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | $7,023 | | 6,300Fr. | | 07/08/24 | | (46) | | | | | Derivative liabilities |
| Total | | | | | | $ | 7,029 | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2023 ($ in thousands) Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | | $45,208 | | A$70,473 | | 01/10/24 | | $ | (2,932) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (CAD) | | $5,336 | | C$7,280 | | 01/10/24 | | (178) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (DKK) | | $1,128 | | 7,968kr. | | 01/10/24 | | (55) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (EUR) | | $229,170 | | €216,996 | | 01/10/24 | | (10,903) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £4,844 | | $6,086 | | 01/10/24 | | 85 | | | | | Derivative assets |
| Foreign currency forward contract (GBP) | | $75,288 | | £61,973 | | 01/10/24 | | (3,669) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (NZD) | | $5,519 | | NZ$9,248 | | 01/10/24 | | (342) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (NOK) | | $3,997 | | kr43,081 | | 01/10/24 | | (258) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (SEK) | | $1,868 | | 19,907kr | | 01/10/24 | | (113) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (CHF) | | $6,759 | | 6,137Fr. | | 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 Type | March 31, 2024 | December 31, 2023 |
| Accurus Aerospace Corporation(1)(2) | Revolver | $ | 277 | | $ | 380 | |
| AD Bidco, Inc.(1)(2) | Revolver | 1,863 | | — | |
| AD Bidco, Inc.(1)(2) | Delayed Draw Term Loan | 5,035 | | — | |
| Adhefin International(1)(2)(3) | Delayed Draw Term Loan | 410 | | 419 | |
| AirX Climate Solutions(1) | Delayed Draw Term Loan | 5,010 | | 5,010 | |
| AirX Climate Solutions(1) | Revolver | 1,695 | | 2,050 | |
| AlliA Insurance Brokers NV(1)(3) | Delayed Draw Term Loan | 1,598 | | 1,634 | |
| Americo Chemical Products, LLC(1) | Revolver | 1,400 | | 1,400 | |
| Amtech LLC(1)(2) | Revolver | 838 | | 291 | |
| Anju Software, Inc.(1)(2) | Delayed Draw Term Loan | 36 | | 36 | |
| Aquavista Watersides 2 LTD(1)(2)(4) | Capex / Acquisition Facility | 1,021 | | 1,030 | |
| Arc Education(1)(3) | Delayed Draw Term Loan | 2,518 | | 2,576 | |
| Argus Bidco Limited(1)(2)(4) | CAF Term Loan | 721 | | 1,083 | |
| ASC Communications, LLC(1) | Revolver | 647 | | 647 | |
| Astra Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 623 | | 729 | |
| ATL II MRO Holdings Inc.(1)(2) | Revolver | 2,500 | | 2,500 | |
| Avance Clinical Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 1,455 | | 1,522 | |
| AWP Group Holdings, Inc.(1) | Delayed Draw Term Loan | 237 | | 237 | |
| Azalea Buyer, Inc.(1)(2) | Delayed Draw Term Loan | 644 | | 644 | |
| Azalea Buyer, Inc.(1)(2) | Revolver | 481 | | 481 | |
| Beyond Risk Management, Inc.(1) | Delayed Draw Term Loan | 2,007 | | 2,007 | |
| Biolam Group(1)(2)(3) | Delayed Draw Term Loan | 1,475 | | 1,508 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Bounteous, Inc.(1)(2) | Delayed Draw Term Loan | — | | 2,697 | |
| Brightpay Limited(1)(2)(3) | Delayed Draw Term Loan | 191 | | 195 | |
| BrightSign LLC(1)(2) | Revolver | 222 | | 370 | |
| British Engineering Services Holdco Limited(1)(2)(4) | Acquisition/Capex Facility | 91 | | 92 | |
| CAi Software, LLC(1)(2) | Revolver | 3,740 | | 943 | |
| Cascade Residential Services LLC(1) | Delayed Draw Term Loan | 5,902 | | 7,765 | |
| Cascade Residential Services LLC(1) | Revolver | 1,294 | | 1,294 | |
| CCFF Buyer, LLC(1)(2) | Delayed Draw Term Loan | 3,346 | | — | |
| CCFF Buyer, LLC(1)(2) | Revolver | 1,004 | | — | |
| CGI Parent, LLC(1)(2) | Revolver | 1,653 | | 1,653 | |
| Classic Collision (Summit Buyer, LLC)(1) | Delayed Draw Term Loan | 6,383 | | 8,666 | |
| Comply365, LLC(1)(2) | Revolver | 575 | | 575 | |
| Coyo Uprising GmbH(1)(2)(3) | Delayed Draw Term Loan | 511 | | 523 | |
| DataServ Integrations, LLC(1) | Revolver | 481 | | 481 | |
| DecksDirect, LLC(1)(2) | Revolver | 169 | | 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 Loan | 2,559 | | — | |
| DISA Holdings Corp.(1) | Revolver | 1,282 | | 339 | |
| Dune Group(1)(2)(3) | Delayed Draw Term Loan | 1,027 | | 1,050 | |
| Dwyer Instruments, Inc.(1) | Delayed Draw Term Loan | 171 | | 171 | |
| Eclipse Business Capital, LLC(1) | Revolver | 11,872 | | 12,128 | |
| EMI Porta Holdco LLC(1)(2) | Revolver | 51 | | 346 | |
| eShipping, LLC(1) | Revolver | 608 | | 743 | |
| Eurofins Digital Testing International LUX Holding SARL(1)(2)(3) | Delayed Draw Term Loan | 2,670 | | 2,731 | |
| Events Software BidCo Pty Ltd(1)(2) | Delayed Draw Term Loan | 620 | | 620 | |
| Express Wash Acquisition Company, LLC(1) | Revolver | 115 | | 115 | |
| Faraday(1)(3) | Delayed Draw Term Loan | 1,935 | | 1,980 | |
| Finexvet(1)(3) | Delayed Draw Term Loan | — | | 1,943 | |
| Footco 40 Limited(1)(2)(4) | Delayed Draw Term Loan | 519 | | 524 | |
| Forest Buyer, LLC(1) | Delayed Draw Term Loan | 992 | | — | |
| Forest Buyer, LLC(1) | Revolver | 595 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Delayed Draw Term Loan | 2,538 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Revolver | 2,288 | | — | |
| GB Eagle Buyer, Inc.(1) | Revolver | 3,226 | | 3,226 | |
| Glacis Acquisition S.A.R.L.(1)(2)(3) | Delayed Draw Term Loan | 3,294 | | 5,348 | |
| Global Academic Group Limited(1)(2)(7) | Term Loan | 391 | | 414 | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 86 | | — | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 17 | | 53 | |
| Greenhill II BV(1)(3) | Capex Acquisition Facility | 118 | | 120 | |
| Gusto Aus BidCo Pty Ltd(1)(5) | Delayed Draw Term Loan | 160 | | 167 | |
| HeartHealth Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 239 | | 253 | |
| Heavy Construction Systems Specialists, LLC(1) | Revolver | 2,193 | | 2,193 | |
| HEKA Invest(1)(3) | Delayed Draw Term Loan | 1,124 | | 1,150 | |
| HemaSource, Inc.(1) | Revolver | 2,714 | | 2,590 | |
| HomeX Services Group LLC(1) | Delayed Draw Term Loan | 8,446 | | 8,446 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| HomeX Services Group LLC(1) | Revolver | 3,378 | | 3,378 | |
| HTI Technology & Industries(1)(2) | Delayed Draw Term Loan | 1,691 | | 1,691 | |
| HTI Technology & Industries(1)(2) | Revolver | 1,128 | | 1,128 | |
| Ice House America, L.L.C.(1)(2) | Delayed Draw Term Loan | 247 | | — | |
| Ice House America, L.L.C.(1)(2) | Revolver | 574 | | — | |
| Innovad Group II BV(1)(2)(3) | Delayed Draw Term Loan | 41 | | 42 | |
| INOS 19-090 GmbH(1)(2)(3) | Acquisition Facility | — | | 171 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | 1,213 | | 1,241 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | — | | 115 | |
| InvoCare Limited (1)(2)(5) | Delayed Draw Term Loan | 739 | | 773 | |
| Isolstar Holding NV (IPCOM)(1)(3) | Delayed Draw Term Loan | 342 | | 1,313 | |
| ISTO Technologies II, LLC(1) | Revolver | 1,114 | | 1,114 | |
| ITI Intermodal, Inc.(1)(2) | Revolver | 1,157 | | 1,157 | |
| Jon Bidco Limited(1)(2)(7) | Capex & Acquisition Facility | 555 | | 588 | |
| Jones Fish Hatcheries & Distributors LLC(1) | Revolver | 418 | | 418 | |
| Kano Laboratories LLC(1)(2) | Delayed Draw Term Loan | 2,784 | | — | |
| 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 Loan | 718 | | 734 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Delayed Draw Term Loan | 237 | | 255 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Revolver | 18 | | 18 | |
| LeadsOnline, LLC(1) | Revolver | 3,190 | | 2,679 | |
| Marmoutier Holding B.V.(1)(2)(3) | Delayed Draw Term Loan | 24 | | 18 | |
| Marmoutier Holding B.V.(1)(2)(3) | Revolver | 108 | | 106 | |
| Marshall Excelsior Co.(1) | Revolver | 86 | | 115 | |
| MB Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 4,121 | | — | |
| MB Purchaser, LLC(1)(2) | Revolver | 824 | | — | |
| MC Group Ventures Corporation(1)(2) | Delayed Draw Term Loan | 435 | | 435 | |
| Megawatt Acquisitionco, Inc.(1) | Revolver | 1,995 | | — | |
| Mercell Holding AS(1)(2)(8) | Capex Acquisition Facility | 724 | | 773 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 57 | | 59 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 496 | | 518 | |
| Moonlight Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 556 | | 562 | |
| Narda Acquisitionco., Inc.(1) | Revolver | 1,059 | | 1,059 | |
| NAW Buyer, LLC(1)(2) | Delayed Draw Term Loan | 9,223 | | 9,223 | |
| NAW Buyer, LLC(1)(2) | Revolver | 2,075 | | 1,845 | |
| NeoxCo(1)(3) | Delayed Draw Term Loan | 486 | | 497 | |
| Next Holdco, LLC(1) | Delayed Draw Term Loan | 5,984 | | 5,984 | |
| Next Holdco, LLC(1) | Revolver | 2,321 | | 2,321 | |
| NF Holdco, LLC(1) | Revolver | 1,183 | | 887 | |
| Novotech Aus Bidco Pty Ltd(1) | Capex & Acquisition Facility | 971 | | 971 | |
| NPM Investments 28 BV(1)(3) | Delayed Draw Term Loan | 936 | | 958 | |
| OA Buyer, Inc.(1) | Revolver | 1,154 | | 1,331 | |
| OAC Holdings I Corp(1)(2) | Revolver | 1,076 | | 1,370 | |
| Omni Intermediate Holdings, LLC(1) | Delayed Draw Term Loan | — | | 806 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Revolver | 1,607 | | 1,607 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 5,319 | | 5,319 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Pare SAS (SAS Maurice MARLE)(1)(2) | Delayed Draw Term Loan | 2,100 | | 2,100 | |
| Parkview Dental Holdings, LLC(1)(2) | Delayed Draw Term Loan | 328 | | 328 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 3,939 | | 3,939 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 2,679 | | 2,679 | |
| Polara Enterprises, L.L.C.(1) | Revolver | 947 | | 947 | |
| Premium Invest(1)(3) | Acquisition Facility | 1,255 | | 1,284 | |
| Process Insights Acquisition, Inc.(1) | Delayed Draw Term Loan | 1,220 | | 1,220 | |
| Process Insights Acquisition, Inc.(1) | Revolver | 1,125 | | — | |
| Process Insights Acquisition, Inc.(1) | Revolver | — | | 1,323 | |
| ProfitOptics, LLC(1)(2) | Revolver | 35 | | 84 | |
| Protego Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 163 | | 211 | |
| PSP Intermediate 4, LLC(1)(2)(3) | Delayed Draw Term Loan | 201 | | 206 | |
| Qualified Industries, LLC(1) | Revolver | 364 | | 364 | |
| Questel Unite(1)(2)(3) | Incremental Term Loan | 2,733 | | 2,795 | |
| R1 Holdings, LLC(1) | Delayed Draw Term Loan | 1,682 | | 1,682 | |
| R1 Holdings, LLC(1) | Revolver | 1,947 | | 1,947 | |
| Randys Holdings, Inc.(1) | Delayed Draw Term Loan | 4,854 | | 5,516 | |
| Randys Holdings, Inc.(1) | Revolver | 1,716 | | 1,658 | |
| Rocade Holdings LLC(1) | Preferred Equity | 2,000 | | 2,000 | |
| Rock Labor, LLC(1)(2) | Revolver | 941 | | 941 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 1,229 | | 1,229 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 2,531 | | — | |
| Royal Buyer, LLC(1) | Revolver | 2,330 | | 1,787 | |
| Sanoptis S.A.R.L.(1)(3) | Acquisition Capex Facility | — | | 42 | |
| Sanoptis S.A.R.L.(1)(2)(3) | CAF Term Loan | 691 | | 2,186 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | — | | 151 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | 10,774 | | 15,062 | |
| SBP Holdings LP(1) | Revolver | 710 | | 1,065 | |
| Scaled Agile, Inc.(1)(2) | Revolver | 280 | | 280 | |
| Scout Bidco B.V.(1)(2)(3) | Revolver | 313 | | 320 | |
| Simulation Software Investment Company Pty Ltd(1)(2) | Delayed Draw Term Loan | 408 | | 408 | |
| Sinari Invest(1)(2)(3) | Delayed Draw Term Loan | 604 | | 617 | |
| SISU ACQUISITIONCO., INC(1)(2) | Delayed Draw Term Loan | 80 | | 160 | |
| Smartling, Inc.(1) | Revolver | 1,038 | | 1,038 | |
| SmartShift Group, Inc.(1) | Delayed Draw Term Loan | 5,690 | | 5,690 | |
| SmartShift Group, Inc.(1) | Revolver | 2,731 | | 2,731 | |
| Solo Buyer, L.P.(1) | Revolver | 1,330 | | 1,330 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Delayed Draw Term Loan | 399 | | 399 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Revolver | 117 | | 90 | |
| Spatial Business Systems LLC(1) | Delayed Draw Term Loan | 1,875 | | 1,875 | |
| Spatial Business Systems LLC(1) | Revolver | 1,406 | | 1,406 | |
| SSCP Pegasus Midco Limited(1)(2)(4) | Delayed Draw Term Loan | 331 | | 398 | |
| Superjet Buyer, LLC(1) | Revolver | 1,369 | | 1,369 | |
| SVI International LLC(1) | Delayed Draw Term Loan | 74 | | — | |
| SVI International LLC(1) | Revolver | 74 | | — | |
| Syntax Systems Ltd(1) | Revolver | 259 | | 358 | |
| Tank Holding Corp(1) | Delayed Draw Term Loan | 1,126 | | 1,358 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Tank Holding Corp(1) | Revolver | 491 | | 480 | |
| Tanqueray Bidco Limited(1)(4) | Capex Facility | 1,143 | | 1,153 | |
| Techone B.V.(1)(2)(3) | Revolver | 238 | | 146 | |
| Tencarva Machinery Company, LLC(1)(2) | Revolver | 1,129 | | 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) | Revolver | 1,233 | | 1,233 | |
| The Cleaver-Brooks Company, Inc.(1) | Revolver | 2,768 | | 2,768 | |
| The Hilb Group, LLC(1) | Delayed Draw Term Loan | — | | 672 | |
| Trader Corporation(1)(6) | Revolver | 345 | | 354 | |
| Trintech, Inc.(1) | Revolver | 1,020 | | 1,020 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 2,244 | | 2,244 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 911 | | 1,469 | |
| TSYL Corporate Buyer, Inc.(1) | Revolver | 642 | | 642 | |
| Turbo Buyer, Inc.(1)(2) | Delayed Draw Term Loan | — | | 1,509 | |
| UBC Ledgers Holding AB(1)(2)(9) | Delayed Draw Term Loan | 791 | | 840 | |
| UBC Ledgers Holding AB(1)(2)(9) | Revolver | 262 | | 278 | |
| Union Bidco Limited(1)(4) | Acquisition Facility | 220 | | 222 | |
| United Therapy Holding III GmbH(1)(2)(3) | Acquisition Facility | 621 | | 636 | |
| Unither (Uniholding)(1)(3) | Delayed Draw Term Loan | 468 | | 479 | |
| USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2) | Delayed Draw Term Loan | 2,333 | | 2,360 | |
| W2O Holdings, Inc.(1)(2) | Delayed Draw Term Loan | — | | 107 | |
| West-NR AcquisitionCo., LLC(1) | Delayed Draw Term Loan | 3,750 | | 3,750 | |
| Whitcraft Holdings, Inc.(1) | Revolver | 1,308 | | 2,347 | |
| White Bidco Limited(1) | Delayed Draw Term Loan | 514 | | 514 | |
| Woodland Foods, LLC(1)(2) | Line of Credit | 244 | | 492 | |
| World 50, Inc.(1)(2) | Revolver | 1,703 | | — | |
| WWEC Holdings III Corp(1)(2) | Delayed Draw Term Loan | 6,627 | | — | |
| WWEC Holdings III Corp(1)(2) | Revolver | 3,359 | | 1,514 | |
| Xeinadin Bidco Limited(1)(2)(4) | CAF Term Loan | 3,202 | | 4,125 | |
| ZB Holdco LLC(1)(2) | Delayed Draw Term Loan | 762 | | 2,932 | |
| ZB Holdco LLC(1)(2) | Delayed Draw Term Loan | 4,388 | | — | |
| ZB Holdco LLC(1)(2) | Revolver | 541 | | 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.
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 Ended | | Three Months Ended |
| ($ in thousands, except share and per share amounts) | March 31, 2024 | | March 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 period | 78,202,476 | | | 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.
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”).
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%.
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$2,467.7 million. As of March 31, 20232024 and December 31, 2022,2023, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of March 31, 20232024 and December 31, 2022,2023, our investment portfolio consisted of the following investments:
| | ($ in thousands) | ($ in thousands) | Cost | | Percentage of
Total
Portfolio | | Fair Value | | Percentage of
Total
Portfolio | ($ in thousands) | Cost | | Percentage of
Total
Portfolio | | Fair Value | | Percentage 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 | | | 8 | | | 165,123 | | | 7 | |
| Structured products | Structured products | 27,849 | | | 1 | | | 24,426 | | | 1 | |
| Equity shares | Equity shares | 145,965 | | | 6 | | | 180,623 | | | 8 | |
| Equity warrants | Equity warrants | 4 | | | — | | | 1,073 | | | — | |
| Investment in joint ventures | Investment in joint ventures | 38,201 | | | 2 | | | 27,762 | | | 1 | |
| | $ | 2,287,113 | | | 100 | % | | $ | 2,271,398 | | | 100 | % |
| $ | |
| $ | |
| $ | | 2,575,830 | | | 100 | % | | $ | 2,568,911 | | | 100 | % |
| | ($ in thousands) | ($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage of
Total Portfolio | ($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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 | | | 8 | | | 163,899 | | | 8 | |
| Structured products | Structured products | 28,560 | | | 1 | | | 25,022 | | | 1 | |
| Equity shares | Equity shares | 130,616 | | | 6 | | | 158,131 | | | 7 | |
| Equity warrants | Equity warrants | 4 | | | — | | | 1,083 | | | — | |
| Investment in joint ventures | Investment in joint ventures | 41,815 | | | 2 | | | 32,253 | | | 2 | |
| | $ | 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 $2.5 million of portfolio company principal payments during the same period.
Total portfolio investment activity for the three months ended March 31, 20232024 and 20222023 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2024: ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | Structured Products | | Equity
Shares | | Equity
Warrants | | Investment in Joint Ventures | | | | Total |
| Fair value, beginning of period | $ | 1,958,306 | | | $ | 148,450 | | | $ | 23,947 | | | $ | 297,213 | | | $ | 2,475 | | | $ | 28,538 | | | | | $ | 2,458,929 | |
| New investments | 250,445 | | | 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/dividends | 568 | | | 789 | | | — | | | 3,219 | | | — | | | — | | | | | 4,576 | |
| Accretion of loan premium/discount | 206 | | | 35 | | | 4 | | | — | | | — | | | — | | | | | 245 | |
| Accretion of deferred loan origination revenue | 3,014 | | | 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 Products | | Equity
Shares | | Equity
Warrants | | Investment in Joint Ventures | | | | Total |
| Fair value, beginning of period | $ | 1,777,492 | | | $ | 163,899 | | | $ | 25,022 | | | $ | 158,131 | | | $ | 1,083 | | | $ | 32,253 | | | | | $ | 2,157,880 | |
| New investments | 127,129 | | | 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/dividends | 1,204 | | | 991 | | | — | | | — | | | — | | | — | | | | | 2,195 | |
| Accretion of loan premium/discount | 151 | | | 48 | | | 3 | | | — | | | — | | | — | | | | | 202 | |
| Accretion of deferred loan origination revenue | 2,482 | | | 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 Products | | Equity
Shares | | | | Investment in Joint Ventures | | | | Total |
| Fair value, beginning of period | $ | 1,141,252 | | | $ | 114,779 | | | $ | 19,566 | | | $ | 75,040 | | | | | $ | 47,011 | | | | | $ | 1,397,648 | |
| New investments | 198,574 | | | 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 interest | 600 | | | 211 | | | — | | | — | | | | | — | | | | | 811 | |
| Accretion of loan premium/discount | 3 | | | 4 | | | 4 | | | — | | | | | — | | | | | 11 | |
| Accretion of deferred loan origination revenue | 1,473 | | | 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 | |
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 $5.0 million.
Results of Operations
Comparison of the three months ended March 31, 20232024 and 20222023
Operating results for the three months ended March 31, 20232024 and 20222023 were as follows:
| | Three Months
Ended | |
| Three Months
Ended | |
| Three Months
Ended | |
| ($ in thousands) | |
| ($ in thousands) | |
| ($ in thousands) | |
| | | Three Months
Ended | | Three Months
Ended | |
| ($ in thousands) | March 31, 2023 | | March 31, 2022 | |
| | Total investment income | |
| | Total investment income | |
| | Total investment income | Total investment income | $ | 59,122 | | | $ | 29,291 | | |
| | Total operating expenses | Total operating expenses | 26,404 | | | 8,459 | | |
| | | Total operating expenses | |
| | Total operating expenses | |
| | Net investment income before taxes | |
| | Net investment income before taxes | |
| | Net investment income before taxes | Net investment income before taxes | 32,718 | | | 20,832 | | |
| Income taxes, including excise tax expense | Income taxes, including excise tax expense | 53 | | | 1 | | |
| Income taxes, including excise tax expense | |
| Income taxes, including excise tax expense | |
| Net investment income after taxes | Net investment income after taxes | 32,665 | | | 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 transactions | 7,862 | | | 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 operations | Net 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, 2023 | | March 31, 2022 | |
| Investment income: | | | | |
| | Total interest income | |
| | Total interest income | |
| | Total interest income | Total interest income | $ | 49,976 | | | $ | 21,471 | | |
| | Total dividend income | Total dividend income | 3,712 | | | 4,423 | | |
| | Total dividend income | |
| | Total dividend income | |
| | Total fee and other income | |
| | Total fee and other income | |
| | Total fee and other income | Total fee and other income | 3,354 | | | 2,001 | | |
| | Total payment-in-kind interest income | Total payment-in-kind interest income | 2,071 | | | 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 cash | Interest income from cash | 9 | | | — | | |
| Total investment income | Total 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
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.
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
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 $3.0 million for the three months ended December 31, 2023 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.
The Advisory Agreement had an initial term of two years. The Advisory Agreement was most recently re-approved on May 7, 2024 by our Board, including a majority of Independent Directors, and will continue automatically for successive one-year periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Directors. The Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (i) by the vote of a majority of the outstanding voting securities of the Company or (ii) by the vote of the Board, or (iii) by the Adviser upon 90 days’ written notice. The Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).
Payment of Expenses
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| ($ in thousands) | March 31, 2023 | | March 31, 2022 | | | | |
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| Operating expenses: | | | | | | | |
| Interest and other financing fees | $ | 18,563 | | | $ | 5,076 | | | | | |
| Base management fees | 3,849 | | | 2,169 | | | | | |
| Incentive fee | 2,594 | | | — | | | | | |
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| Other general and administrative expenses | 1,398 | | | 1,214 | | | | | |
| Total operating expenses | $ | 26,404 | | | $ | 8,459 | | | | | |
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Interest•organizational and Other Financing Feesoffering expenses;
Interest•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,
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;
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
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:
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| ($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 158,606 | | | 6 | | | 10 | |
| Structured products | 26,435 | | | 1 | | | 25,527 | | | 1 | | | 2 | |
| Equity shares | 271,205 | | | 10 | | | 314,083 | | | 12 | | | 19 | |
| Equity warrants | 34 | | | — | | | 2,637 | | | — | | | — | |
| Investment in joint ventures | 45,603 | | | 2 | | | 29,249 | | | 1 | | | 2 | |
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| $ | 2,575,830 | | | 100 | % | | $ | 2,568,911 | | | 100 | % | | 157 | % |
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($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 148,450 | | | 6 | | | 11 | |
| Structured products | 27,146 | | | 1 | | | 23,947 | | | 1 | | | 2 | |
| Equity shares | 254,999 | | | 10 | | | 297,213 | | | 12 | | | 23 | |
| Equity warrants | 4 | | | — | | | 2,475 | | | — | | | — | |
| Investment in joint ventures | 45,143 | | | 2 | | | 28,538 | | | 1 | | | 2 | |
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| $ | 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.
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 $12.0 million equity co-investment alongside certain affiliates in an existing portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation.
Industry Composition
The industry composition of investments at fair value at March 31, 2024 and December 31, 2023 was as follows:
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| ($ in thousands) | March 31, 2024 | Percent of Portfolio | Percent of Total Net Assets | | December 31, 2023 | Percent of Portfolio | Percent of Total Net Assets |
| Aerospace and Defense | $ | 139,991 | | 5.5 | % | 8.5 | % | | $ | 118,617 | | 4.8 | % | 9.1 | % |
| Automotive | 28,706 | | 1.1 | | 1.8 | | | 47,469 | | 1.9 | | 3.6 | |
| Banking, Finance, Insurance and Real Estate | 409,426 | | 15.9 | | 25.0 | | | 401,512 | | 16.3 | | 30.7 | |
| Beverage, Food and Tobacco | 42,938 | | 1.7 | | 2.6 | | | 25,223 | | 1.0 | | 1.9 | |
| Capital Equipment | 73,195 | | 2.9 | | 4.5 | | | 72,457 | | 3.0 | | 5.5 | |
| Chemicals, Plastics, and Rubber | 31,714 | | 1.2 | | 1.9 | | | 27,798 | | 1.1 | | 2.1 | |
| Construction and Building | 23,142 | | 0.9 | | 1.4 | | | 21,657 | | 0.9 | | 1.7 | |
| Consumer Goods: Durable | 54,053 | | 2.1 | | 3.3 | | | 53,766 | | 2.2 | | 4.1 | |
| Consumer Goods: Non-durable | 42,797 | | 1.7 | | 2.6 | | | 37,547 | | 1.5 | | 2.9 | |
| Containers, Packaging and Glass | 49,024 | | 1.9 | | 3.0 | | | 49,219 | | 2.0 | | 3.8 | |
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| Energy: Electricity | 8,736 | | 0.3 | | 0.5 | | | 8,389 | | 0.3 | | 0.6 | |
| | | | | | | |
| Environmental Industries | 59,100 | | 2.3 | | 3.6 | | | 61,116 | | 2.5 | | 4.7 | |
| | | | | | | |
| Healthcare and Pharmaceuticals | 215,218 | | 8.4 | | 13.1 | | | 226,610 | | 9.2 | | 17.3 | |
| High Tech Industries | 382,172 | | 14.9 | | 23.3 | | | 372,585 | | 15.2 | | 28.5 | |
| Hotel, Gaming and Leisure | 23,686 | | 0.9 | | 1.4 | | | 21,742 | | 0.9 | | 1.7 | |
| Investment Funds and Vehicles | 29,249 | | 1.1 | | 1.8 | | | 28,538 | | 1.2 | | 2.2 | |
| Media: Advertising, Printing and Publishing | 27,677 | | 1.1 | | 1.7 | | | 27,801 | | 1.1 | | 2.1 | |
| Media: Broadcasting and Subscription | 5,696 | | 0.2 | | 0.3 | | | 5,767 | | 0.2 | | 0.4 | |
| Media: Diversified and Production | 58,495 | | 2.3 | | 3.6 | | | 58,154 | | 2.4 | | 4.5 | |
| | | | | | | |
| | | | | | | |
| Services: Business | 477,297 | | 18.6 | | 29.1 | | | 390,046 | | 15.9 | | 29.8 | |
| Services: Consumer | 130,554 | | 5.1 | | 8.0 | | | 127,976 | | 5.2 | | 9.8 | |
| Structured Products | 40,333 | | 1.6 | | 2.5 | | | 40,421 | | 1.6 | | 3.1 | |
| Telecommunications | 23,441 | | 0.9 | | 1.4 | | | 23,688 | | 1.0 | | 1.8 | |
| Transportation: Cargo | 129,098 | | 5.0 | | 7.9 | | | 150,066 | | 6.1 | | 11.5 | |
| Transportation: Consumer | 51,717 | | 2.0 | | 3.2 | | | 49,022 | | 2.0 | | 3.8 | |
| Utilities: Electric | 11,456 | | 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.
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) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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, 2024 | | December 31, 2023 | | |
| Aerospace and Defense | $ | 23,719 | | 9.4 | % | | $ | 15,754 | | 7.4 | % | | | | |
| Automotive | 6,927 | | 2.7 | | | 6,908 | | 3.3 | | | | | |
| Banking, Finance, Insurance and Real Estate | 12,991 | | 5.2 | | | 12,729 | | 6.0 | | | | | |
| | | | | | | | | |
| Capital Equipment | 22,861 | | 9.1 | | | 22,834 | | 10.8 | | | | | |
| Chemicals, Plastics, and Rubber | 2,978 | | 1.2 | | | 2,961 | | 1.4 | | | | | |
| | | | | | | | | |
| Consumer Goods: Durable | 2,915 | | 1.2 | | | 2,962 | | 1.4 | | | | | |
| Consumer Goods: Non-durable | 4,900 | | 1.9 | | | — | | — | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Energy: Electricity | 4,826 | | 1.9 | | | 4,962 | | 2.3 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Healthcare and Pharmaceuticals | 27,747 | | 11.0 | | | 24,572 | | 11.6 | | | | | |
| High Tech Industries | 53,424 | | 21.2 | | | 40,316 | | 19.0 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Media: Advertising, Printing and Publishing | 6,265 | | 2.5 | | | 6,478 | | 3.1 | | | | | |
| | | | | | | | | |
| Media: Diversified and Production | 5,881 | | 2.3 | | | 5,806 | | 2.7 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Services: Business | 54,822 | | 21.8 | | | 44,317 | | 20.8 | | | | | |
| Services: Consumer | 9,893 | | 3.9 | | | 9,892 | | 4.7 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Transportation: Cargo | 2,995 | | 1.2 | | | 2,911 | | 1.4 | | | | | |
| Transportation: Consumer | 4,938 | | 2.0 | | | 4,951 | | 2.3 | | | | | |
| Utilities: Electric | 3,920 | | 1.5 | | | 3,903 | | 1.8 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Total | $ | 252,002 | | 100.0 | % | | $ | 212,256 | | 100.0 | % | | | | |
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, 2024 | | December 31, 2023 | | |
| | | | | | | | | |
| | | | | | | | | |
| Canada | $ | 9,961 | | 3.9 | % | | $ | 9,959 | | 4.7 | % | | | | |
| France | 20,585 | | 8.2 | | | 21,122 | | 10.0 | | | | | |
| Germany | 9,835 | | 3.9 | | | 9,945 | | 4.7 | | | | | |
| | | | | | | | | |
| Netherlands | 2,982 | | 1.2 | | | 3,043 | | 1.4 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| United Kingdom | 5,693 | | 2.3 | | | 5,968 | | 2.8 | | | | | |
| USA | 202,946 | | 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.
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) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage of
Total Portfolio |
| March 31, 2024: | | | | | | | |
| Federal Housing Administration (“FHA”) loans | $ | 306,491 | | | 93 | % | | $ | 287,390 | | | 93 | % |
| Veterans Affairs (“VA”) loans | 21,604 | | | 7 | | | 20,295 | | | 7 | |
| | | | | | | |
| $ | 328,095 | | | 100 | % | | $ | 307,685 | | | 100 | % |
| December 31, 2023: | | | | | | | |
| Federal Housing Administration (“FHA”) loans | $ | 360,847 | | | 93 | % | | $ | 342,240 | | | 93 | % |
| Veterans Affairs (“VA”) loans | 25,810 | | | 7 | | | 24,491 | | | 7 | |
| $ | 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).
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.
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
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
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 Value | | Valuation
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 Analysis | | Market Yield | | 6.1% – 27.0% | | 11.0% | | Decrease |
| | | | | | | | | | |
| 35,792 | | | Market Approach | | Adjusted EBITDA Multiple | | 0.9x – 12.5x | | 8.2x | | Increase |
| 279,000 | | | Recent Transaction | | Transaction Price | | 95.6% – 100.0% | | 98.0% | | Increase |
| Subordinated debt and 2nd lien notes | 119,294 | | | Yield Analysis | | Market Yield | | 9.0% – 54.2% | | 14.3% | | Decrease |
| 17,380 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.0x – 11.0x | | 8.1x | | Increase |
| 3,750 | | | Recent Transaction | | Transaction Price | | 100.0% | | 100.0% | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Equity shares | 26,204 | | | Yield Analysis | | Market Yield | | 10.5% – 14.2% | | 12.4% | | Decrease |
| 260,673 | | | Market Approach | | Adjusted EBITDA Multiple | | 5.5x – 27.5x | | 10.9x | | Increase |
| 1,766 | | | Market Approach | | Revenue Multiple | | 6.0x – 9.3x | | 6.6x | | Increase |
| 8,027 | | | Discounted Cash Flow Analysis | | Discount Rate | | 14.5% | | 14.5% | | Decrease |
| 5,892 | | | Net Asset Approach | | Liabilities | | $(64,894.6) | | $(64,894.6) | | Decrease |
| 1,928 | | | Recent Transaction | | Transaction Price | | $0.00 – $1,037.50 | | $419.92 | | Increase |
| Equity warrants | 2,593 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.3x – 12.5x | | 7.5x | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
(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 $25.1 million transitioned from a yield analysis to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2023 ($ in thousands)(3) | Fair Value | | Valuation
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 Analysis | | Market Yield | | 7.8% – 26.1% | | 11.5% | | Decrease |
| | | | | | | | | | |
| 17,693 | | | Market Approach | | Adjusted EBITDA Multiple | | 1.1x – 12.5x | | 6.5x | | Increase |
| 184,932 | | | Recent Transaction | | Transaction Price | | 95.0% – 100.0% | | 97.7% | | Increase |
Subordinated debt and 2nd lien notes(2) | 121,811 | | | Yield Analysis | | Market Yield | | 8.5% – 21.0% | | 13.8% | | Decrease |
| 7,123 | | | Market Approach | | Adjusted EBITDA Multiple | | 11.0x | | 11.0x | | Increase |
| | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Equity shares | 8,788 | | | Yield Analysis | | Market Yield | | 14.6% | | 14.6% | | Decrease |
| 274,281 | | | Market Approach | | Adjusted EBITDA Multiple | | 4.8x – 30.0x | | 11.0x | | Increase |
| 1,789 | | | Market Approach | | Revenue Multiple | | 6.5x – 9.5x | | 6.8x | | Increase |
| 6,080 | | | Discounted Cash Flow Analysis | | Discount Rate | | 14.2% | | 14.2% | | Decrease |
| 5,327 | | | Net Asset Approach | | Liabilities | | $(55,281.8) | | $(55,281.8) | | Decrease |
| 873 | | | Recent Transaction | | Transaction Price | | $1.00 – $10.00 | | $4.07 | | Increase |
| Equity warrants | 2,475 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.3x – 12.5x | | 7.3x | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
(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 $6.5 million transitioned from a discounted cash flow analysis to a broker quote valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of March 31, 2024 and December 31, 2023, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value as of March 31, 2024 |
| ($ in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
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 shares | 9,593 | | | — | | | 304,490 | | | 314,083 | |
| Equity warrants | 44 | | | — | | | 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 1 | | Level 2 | | Level 3 | | Total |
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 shares | 75 | | | — | | | 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 Products | | Equity Shares | | Equity Warrants | | Total |
| Fair value, beginning of period | $ | 1,915,633 | | | $ | 130,273 | | | $ | 15,705 | | | $ | 297,138 | | | $ | 2,475 | | | $ | 2,361,224 | |
| New investments | 250,445 | | | 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/dividends | 568 | | | 789 | | | — | | | 3,219 | | | — | | | 4,576 | |
| | | | | | | | | | | |
| Accretion of loan premium/discount | 186 | | | — | | | — | | | — | | | — | | | 186 | |
| Accretion of deferred loan origination revenue | 3,014 | | | 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 | |
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 Products | | Equity Shares | | Equity Warrants | | Total |
| Fair value, beginning of period | $ | 1,736,050 | | | $ | 143,294 | | | $ | 16,380 | | | $ | 157,313 | | | $ | 1,083 | | | $ | 2,054,120 | |
| New investments | 127,129 | | | 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/dividends | 1,204 | | | 991 | | | | | — | | | — | | | 2,195 | |
| | | | | | | | | | | |
| Accretion of loan premium/discount | 141 | | | 46 | | | — | | | — | | | — | | | 187 | |
| Accretion of deferred loan origination revenue | 2,482 | | | 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
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.
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 Ended | | Three Months Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
| Recurring Fee Income: | | | | | | | |
| Amortization of loan origination fees | $ | 2,205 | | | $ | 2,194 | | | | | |
| Management, valuation and other fees | 587 | | | 562 | | | | | |
| Total Recurring Fee Income | 2,792 | | | 2,756 | | | | | |
| Non-Recurring Fee Income: | | | | | | | |
| Prepayment fees | 25 | | | — | | | | | |
| Acceleration of unamortized loan origination fees | 986 | | | 409 | | | | | |
| Advisory, loan amendment and other fees | 573 | | | 189 | | | | | |
| Total Non-Recurring Fee Income | 1,584 | | | 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.
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
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 $0.7 million pertaining to operating losses and tax basis differences related to certain partnership interests.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2024 and December 31, 2023:
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Issuance Date
($ in thousands) | Maturity Date | | Interest Rate as of March 31, 2024 | | March 31, 2024 | | December 31, 2023 |
| Credit Facilities: | | | | | | | |
| Revolving Credit Facility – May 11, 2021 | May 11, 2026 | | 7.175% | | $ | 355,024 | | | $ | 410,967 | |
| SMBC Credit Facility – March 6, 2023 | March 6, 2028 | | 7.430% | | 51,875 | | | 124,500 | |
| Total Credit Facilities | | | | | $ | 406,899 | | | $ | 535,467 | |
| Debt Securitization: | | | | | | | |
| August 23, 2023 – Class A-1 Notes | July 15, 2031 | | 7.714% | | $ | 295,151 | | | $ | 300,000 | |
| August 23, 2023 – Class A-2 Notes | July 15, 2031 | | 8.664% | | 35,000 | | | 35,000 | |
| August 23, 2023 – Class A-2 Loans | July 15, 2031 | | 8.664% | | 20,000 | | | 20,000 | |
| August 23, 2023 – Class B Notes | July 15, 2031 | | 9.464% | | 25,000 | | | 25,000 | |
| August 23, 2023 – Class C Notes | July 15, 2031 | | 11.664% | | 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 Notes | July 29, 2026 | | 3.500% | | $ | 75,000 | | | $ | 75,000 | |
| September 15, 2021 – Series B Notes | July 29, 2026 | | 3.500% | | 38,000 | | | 38,000 | |
| October 28, 2021 – Series C Notes | July 29, 2026 | | 3.500% | | 37,000 | | | 37,000 | |
| May 10, 2022 – Series D Notes (1) | May 10, 2027 | | 6.000% | | 97,098 | | | 96,729 | |
| July 26, 2022 – Series E Notes (1) | May 10, 2027 | | 6.000% | | 53,174 | | | 52,951 | |
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| (Less: Deferred financing fees) | | | | | (412) | | | (474) | |
| Total Notes | | | | | $ | 299,860 | | | $ | 299,206 | |
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(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.
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,
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.
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.
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.
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
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 $(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 2024 and December 31, 2023, the Company had no secured borrowings (“Secured Borrowings”) outstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of March 31, 2024 ($ in thousands) Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | | A$72,160 | | $47,133 | | 04/08/24 | | $ | (49) | | | | | Derivative liabilities |
| Foreign currency forward contract (AUD) | | $48,934 | | A$72,160 | | 04/08/24 | | 1,850 | | | | | Derivative assets |
| Foreign currency forward contract (AUD) | | $47,900 | | A$73,151 | | 07/08/24 | | 49 | | | | | Derivative assets |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Foreign currency forward contract (CAD) | | C$7,443 | | $5,487 | | 04/08/24 | | 13 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | $5,595 | | C$7,443 | | 04/08/24 | | 95 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | $5,103 | | C$6,924 | | 07/08/24 | | (21) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (DKK) | | 8,068kr. | | $1,171 | | 04/08/24 | | (2) | | | | | Derivative liabilities |
| Foreign currency forward contract (DKK) | | $1,191 | | 8,068kr. | | 04/08/24 | | 22 | | | | | Derivative assets |
| Foreign currency forward contract (DKK) | | $1,183 | | 8,119kr. | | 07/08/24 | | 2 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (EUR) | | €219,164 | | $237,154 | | 04/08/24 | | (411) | | | | | Derivative liabilities |
| Foreign currency forward contract (EUR) | | $240,755 | | €219,164 | | 04/08/24 | | 4,011 | | | | | Derivative assets |
| Foreign currency forward contract (EUR) | | $244,045 | | €224,692 | | 07/08/24 | | 416 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £60,373 | | $76,229 | | 04/08/24 | | 39 | | | | | Derivative assets |
| Foreign currency forward contract (GBP) | | $76,261 | | £60,373 | | 04/08/24 | | (7) | | | | | Derivative liabilities |
| Foreign currency forward contract (GBP) | | $77,273 | | £61,171 | | 07/08/24 | | (41) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Foreign currency forward contract (NZD) | | NZ$9,270 | | $5,565 | | 04/08/24 | | (20) | | | | | Derivative liabilities |
| Foreign currency forward contract (NZD) | | $5,806 | | NZ$9,270 | | 04/08/24 | | 261 | | | | | Derivative assets |
| Foreign currency forward contract (NZD) | | $5,722 | | NZ$9,533 | | 07/08/24 | | 20 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (NOK) | | 43,870kr | | $4,071 | | 04/08/24 | | (27) | | | | | Derivative liabilities |
| Foreign currency forward contract (NOK) | | $4,254 | | 43,870kr | | 04/08/24 | | 209 | | | | | Derivative assets |
| Foreign currency forward contract (NOK) | | $4,095 | | 44,031kr | | 07/08/24 | | 27 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (SEK) | | 20,577kr | | $1,939 | | 04/08/24 | | (14) | | | | | Derivative liabilities |
| Foreign currency forward contract (SEK) | | $2,024 | | 20,577kr | | 04/08/24 | | 99 | | | | | Derivative assets |
| Foreign currency forward contract (SEK) | | $1,957 | | 20,688kr | | 07/08/24 | | 14 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (CHF) | | 6,218Fr. | | $6,863 | | 04/08/24 | | 45 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | $7,403 | | 6,218Fr. | | 04/08/24 | | 495 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | $7,023 | | 6,300Fr. | | 07/08/24 | | (46) | | | | | Derivative liabilities |
| Total | | | | | | $ | 7,029 | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2023 ($ in thousands) Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | | $45,208 | | A$70,473 | | 01/10/24 | | $ | (2,932) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (CAD) | | $5,336 | | C$7,280 | | 01/10/24 | | (178) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (DKK) | | $1,128 | | 7,968kr. | | 01/10/24 | | (55) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (EUR) | | $229,170 | | €216,996 | | 01/10/24 | | (10,903) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £4,844 | | $6,086 | | 01/10/24 | | 85 | | | | | Derivative assets |
| Foreign currency forward contract (GBP) | | $75,288 | | £61,973 | | 01/10/24 | | (3,669) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (NZD) | | $5,519 | | NZ$9,248 | | 01/10/24 | | (342) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (NOK) | | $3,997 | | kr43,081 | | 01/10/24 | | (258) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (SEK) | | $1,868 | | 19,907kr | | 01/10/24 | | (113) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (CHF) | | $6,759 | | 6,137Fr. | | 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 $(18.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2024 and December 31, 2023 were as follows:
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Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Accurus Aerospace Corporation(1)(2) | Revolver | $ | 277 | | $ | 380 | |
| AD Bidco, Inc.(1)(2) | Revolver | 1,863 | | — | |
| AD Bidco, Inc.(1)(2) | Delayed Draw Term Loan | 5,035 | | — | |
| Adhefin International(1)(2)(3) | Delayed Draw Term Loan | 410 | | 419 | |
| AirX Climate Solutions(1) | Delayed Draw Term Loan | 5,010 | | 5,010 | |
| AirX Climate Solutions(1) | Revolver | 1,695 | | 2,050 | |
| AlliA Insurance Brokers NV(1)(3) | Delayed Draw Term Loan | 1,598 | | 1,634 | |
| Americo Chemical Products, LLC(1) | Revolver | 1,400 | | 1,400 | |
| Amtech LLC(1)(2) | Revolver | 838 | | 291 | |
| Anju Software, Inc.(1)(2) | Delayed Draw Term Loan | 36 | | 36 | |
| Aquavista Watersides 2 LTD(1)(2)(4) | Capex / Acquisition Facility | 1,021 | | 1,030 | |
| Arc Education(1)(3) | Delayed Draw Term Loan | 2,518 | | 2,576 | |
| Argus Bidco Limited(1)(2)(4) | CAF Term Loan | 721 | | 1,083 | |
| ASC Communications, LLC(1) | Revolver | 647 | | 647 | |
| Astra Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 623 | | 729 | |
| ATL II MRO Holdings Inc.(1)(2) | Revolver | 2,500 | | 2,500 | |
| Avance Clinical Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 1,455 | | 1,522 | |
| AWP Group Holdings, Inc.(1) | Delayed Draw Term Loan | 237 | | 237 | |
| Azalea Buyer, Inc.(1)(2) | Delayed Draw Term Loan | 644 | | 644 | |
| Azalea Buyer, Inc.(1)(2) | Revolver | 481 | | 481 | |
| Beyond Risk Management, Inc.(1) | Delayed Draw Term Loan | 2,007 | | 2,007 | |
| Biolam Group(1)(2)(3) | Delayed Draw Term Loan | 1,475 | | 1,508 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Bounteous, Inc.(1)(2) | Delayed Draw Term Loan | — | | 2,697 | |
| Brightpay Limited(1)(2)(3) | Delayed Draw Term Loan | 191 | | 195 | |
| BrightSign LLC(1)(2) | Revolver | 222 | | 370 | |
| British Engineering Services Holdco Limited(1)(2)(4) | Acquisition/Capex Facility | 91 | | 92 | |
| CAi Software, LLC(1)(2) | Revolver | 3,740 | | 943 | |
| Cascade Residential Services LLC(1) | Delayed Draw Term Loan | 5,902 | | 7,765 | |
| Cascade Residential Services LLC(1) | Revolver | 1,294 | | 1,294 | |
| CCFF Buyer, LLC(1)(2) | Delayed Draw Term Loan | 3,346 | | — | |
| CCFF Buyer, LLC(1)(2) | Revolver | 1,004 | | — | |
| CGI Parent, LLC(1)(2) | Revolver | 1,653 | | 1,653 | |
| Classic Collision (Summit Buyer, LLC)(1) | Delayed Draw Term Loan | 6,383 | | 8,666 | |
| Comply365, LLC(1)(2) | Revolver | 575 | | 575 | |
| Coyo Uprising GmbH(1)(2)(3) | Delayed Draw Term Loan | 511 | | 523 | |
| DataServ Integrations, LLC(1) | Revolver | 481 | | 481 | |
| DecksDirect, LLC(1)(2) | Revolver | 169 | | 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 Loan | 2,559 | | — | |
| DISA Holdings Corp.(1) | Revolver | 1,282 | | 339 | |
| Dune Group(1)(2)(3) | Delayed Draw Term Loan | 1,027 | | 1,050 | |
| Dwyer Instruments, Inc.(1) | Delayed Draw Term Loan | 171 | | 171 | |
| Eclipse Business Capital, LLC(1) | Revolver | 11,872 | | 12,128 | |
| EMI Porta Holdco LLC(1)(2) | Revolver | 51 | | 346 | |
| eShipping, LLC(1) | Revolver | 608 | | 743 | |
| Eurofins Digital Testing International LUX Holding SARL(1)(2)(3) | Delayed Draw Term Loan | 2,670 | | 2,731 | |
| Events Software BidCo Pty Ltd(1)(2) | Delayed Draw Term Loan | 620 | | 620 | |
| Express Wash Acquisition Company, LLC(1) | Revolver | 115 | | 115 | |
| Faraday(1)(3) | Delayed Draw Term Loan | 1,935 | | 1,980 | |
| Finexvet(1)(3) | Delayed Draw Term Loan | — | | 1,943 | |
| Footco 40 Limited(1)(2)(4) | Delayed Draw Term Loan | 519 | | 524 | |
| Forest Buyer, LLC(1) | Delayed Draw Term Loan | 992 | | — | |
| Forest Buyer, LLC(1) | Revolver | 595 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Delayed Draw Term Loan | 2,538 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Revolver | 2,288 | | — | |
| GB Eagle Buyer, Inc.(1) | Revolver | 3,226 | | 3,226 | |
| Glacis Acquisition S.A.R.L.(1)(2)(3) | Delayed Draw Term Loan | 3,294 | | 5,348 | |
| Global Academic Group Limited(1)(2)(7) | Term Loan | 391 | | 414 | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 86 | | — | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 17 | | 53 | |
| Greenhill II BV(1)(3) | Capex Acquisition Facility | 118 | | 120 | |
| Gusto Aus BidCo Pty Ltd(1)(5) | Delayed Draw Term Loan | 160 | | 167 | |
| HeartHealth Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 239 | | 253 | |
| Heavy Construction Systems Specialists, LLC(1) | Revolver | 2,193 | | 2,193 | |
| HEKA Invest(1)(3) | Delayed Draw Term Loan | 1,124 | | 1,150 | |
| HemaSource, Inc.(1) | Revolver | 2,714 | | 2,590 | |
| HomeX Services Group LLC(1) | Delayed Draw Term Loan | 8,446 | | 8,446 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| HomeX Services Group LLC(1) | Revolver | 3,378 | | 3,378 | |
| HTI Technology & Industries(1)(2) | Delayed Draw Term Loan | 1,691 | | 1,691 | |
| HTI Technology & Industries(1)(2) | Revolver | 1,128 | | 1,128 | |
| Ice House America, L.L.C.(1)(2) | Delayed Draw Term Loan | 247 | | — | |
| Ice House America, L.L.C.(1)(2) | Revolver | 574 | | — | |
| Innovad Group II BV(1)(2)(3) | Delayed Draw Term Loan | 41 | | 42 | |
| INOS 19-090 GmbH(1)(2)(3) | Acquisition Facility | — | | 171 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | 1,213 | | 1,241 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | — | | 115 | |
| InvoCare Limited (1)(2)(5) | Delayed Draw Term Loan | 739 | | 773 | |
| Isolstar Holding NV (IPCOM)(1)(3) | Delayed Draw Term Loan | 342 | | 1,313 | |
| ISTO Technologies II, LLC(1) | Revolver | 1,114 | | 1,114 | |
| ITI Intermodal, Inc.(1)(2) | Revolver | 1,157 | | 1,157 | |
| Jon Bidco Limited(1)(2)(7) | Capex & Acquisition Facility | 555 | | 588 | |
| Jones Fish Hatcheries & Distributors LLC(1) | Revolver | 418 | | 418 | |
| Kano Laboratories LLC(1)(2) | Delayed Draw Term Loan | 2,784 | | — | |
| 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 Loan | 718 | | 734 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Delayed Draw Term Loan | 237 | | 255 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Revolver | 18 | | 18 | |
| LeadsOnline, LLC(1) | Revolver | 3,190 | | 2,679 | |
| Marmoutier Holding B.V.(1)(2)(3) | Delayed Draw Term Loan | 24 | | 18 | |
| Marmoutier Holding B.V.(1)(2)(3) | Revolver | 108 | | 106 | |
| Marshall Excelsior Co.(1) | Revolver | 86 | | 115 | |
| MB Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 4,121 | | — | |
| MB Purchaser, LLC(1)(2) | Revolver | 824 | | — | |
| MC Group Ventures Corporation(1)(2) | Delayed Draw Term Loan | 435 | | 435 | |
| Megawatt Acquisitionco, Inc.(1) | Revolver | 1,995 | | — | |
| Mercell Holding AS(1)(2)(8) | Capex Acquisition Facility | 724 | | 773 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 57 | | 59 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 496 | | 518 | |
| Moonlight Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 556 | | 562 | |
| Narda Acquisitionco., Inc.(1) | Revolver | 1,059 | | 1,059 | |
| NAW Buyer, LLC(1)(2) | Delayed Draw Term Loan | 9,223 | | 9,223 | |
| NAW Buyer, LLC(1)(2) | Revolver | 2,075 | | 1,845 | |
| NeoxCo(1)(3) | Delayed Draw Term Loan | 486 | | 497 | |
| Next Holdco, LLC(1) | Delayed Draw Term Loan | 5,984 | | 5,984 | |
| Next Holdco, LLC(1) | Revolver | 2,321 | | 2,321 | |
| NF Holdco, LLC(1) | Revolver | 1,183 | | 887 | |
| Novotech Aus Bidco Pty Ltd(1) | Capex & Acquisition Facility | 971 | | 971 | |
| NPM Investments 28 BV(1)(3) | Delayed Draw Term Loan | 936 | | 958 | |
| OA Buyer, Inc.(1) | Revolver | 1,154 | | 1,331 | |
| OAC Holdings I Corp(1)(2) | Revolver | 1,076 | | 1,370 | |
| Omni Intermediate Holdings, LLC(1) | Delayed Draw Term Loan | — | | 806 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Revolver | 1,607 | | 1,607 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 5,319 | | 5,319 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Pare SAS (SAS Maurice MARLE)(1)(2) | Delayed Draw Term Loan | 2,100 | | 2,100 | |
| Parkview Dental Holdings, LLC(1)(2) | Delayed Draw Term Loan | 328 | | 328 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 3,939 | | 3,939 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 2,679 | | 2,679 | |
| Polara Enterprises, L.L.C.(1) | Revolver | 947 | | 947 | |
| Premium Invest(1)(3) | Acquisition Facility | 1,255 | | 1,284 | |
| Process Insights Acquisition, Inc.(1) | Delayed Draw Term Loan | 1,220 | | 1,220 | |
| Process Insights Acquisition, Inc.(1) | Revolver | 1,125 | | — | |
| Process Insights Acquisition, Inc.(1) | Revolver | — | | 1,323 | |
| ProfitOptics, LLC(1)(2) | Revolver | 35 | | 84 | |
| Protego Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 163 | | 211 | |
| PSP Intermediate 4, LLC(1)(2)(3) | Delayed Draw Term Loan | 201 | | 206 | |
| Qualified Industries, LLC(1) | Revolver | 364 | | 364 | |
| Questel Unite(1)(2)(3) | Incremental Term Loan | 2,733 | | 2,795 | |
| R1 Holdings, LLC(1) | Delayed Draw Term Loan | 1,682 | | 1,682 | |
| R1 Holdings, LLC(1) | Revolver | 1,947 | | 1,947 | |
| Randys Holdings, Inc.(1) | Delayed Draw Term Loan | 4,854 | | 5,516 | |
| Randys Holdings, Inc.(1) | Revolver | 1,716 | | 1,658 | |
| Rocade Holdings LLC(1) | Preferred Equity | 2,000 | | 2,000 | |
| Rock Labor, LLC(1)(2) | Revolver | 941 | | 941 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 1,229 | | 1,229 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 2,531 | | — | |
| Royal Buyer, LLC(1) | Revolver | 2,330 | | 1,787 | |
| Sanoptis S.A.R.L.(1)(3) | Acquisition Capex Facility | — | | 42 | |
| Sanoptis S.A.R.L.(1)(2)(3) | CAF Term Loan | 691 | | 2,186 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | — | | 151 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | 10,774 | | 15,062 | |
| SBP Holdings LP(1) | Revolver | 710 | | 1,065 | |
| Scaled Agile, Inc.(1)(2) | Revolver | 280 | | 280 | |
| Scout Bidco B.V.(1)(2)(3) | Revolver | 313 | | 320 | |
| Simulation Software Investment Company Pty Ltd(1)(2) | Delayed Draw Term Loan | 408 | | 408 | |
| Sinari Invest(1)(2)(3) | Delayed Draw Term Loan | 604 | | 617 | |
| SISU ACQUISITIONCO., INC(1)(2) | Delayed Draw Term Loan | 80 | | 160 | |
| Smartling, Inc.(1) | Revolver | 1,038 | | 1,038 | |
| SmartShift Group, Inc.(1) | Delayed Draw Term Loan | 5,690 | | 5,690 | |
| SmartShift Group, Inc.(1) | Revolver | 2,731 | | 2,731 | |
| Solo Buyer, L.P.(1) | Revolver | 1,330 | | 1,330 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Delayed Draw Term Loan | 399 | | 399 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Revolver | 117 | | 90 | |
| Spatial Business Systems LLC(1) | Delayed Draw Term Loan | 1,875 | | 1,875 | |
| Spatial Business Systems LLC(1) | Revolver | 1,406 | | 1,406 | |
| SSCP Pegasus Midco Limited(1)(2)(4) | Delayed Draw Term Loan | 331 | | 398 | |
| Superjet Buyer, LLC(1) | Revolver | 1,369 | | 1,369 | |
| SVI International LLC(1) | Delayed Draw Term Loan | 74 | | — | |
| SVI International LLC(1) | Revolver | 74 | | — | |
| Syntax Systems Ltd(1) | Revolver | 259 | | 358 | |
| Tank Holding Corp(1) | Delayed Draw Term Loan | 1,126 | | 1,358 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Tank Holding Corp(1) | Revolver | 491 | | 480 | |
| Tanqueray Bidco Limited(1)(4) | Capex Facility | 1,143 | | 1,153 | |
| Techone B.V.(1)(2)(3) | Revolver | 238 | | 146 | |
| Tencarva Machinery Company, LLC(1)(2) | Revolver | 1,129 | | 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) | Revolver | 1,233 | | 1,233 | |
| The Cleaver-Brooks Company, Inc.(1) | Revolver | 2,768 | | 2,768 | |
| The Hilb Group, LLC(1) | Delayed Draw Term Loan | — | | 672 | |
| Trader Corporation(1)(6) | Revolver | 345 | | 354 | |
| Trintech, Inc.(1) | Revolver | 1,020 | | 1,020 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 2,244 | | 2,244 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 911 | | 1,469 | |
| TSYL Corporate Buyer, Inc.(1) | Revolver | 642 | | 642 | |
| Turbo Buyer, Inc.(1)(2) | Delayed Draw Term Loan | — | | 1,509 | |
| UBC Ledgers Holding AB(1)(2)(9) | Delayed Draw Term Loan | 791 | | 840 | |
| UBC Ledgers Holding AB(1)(2)(9) | Revolver | 262 | | 278 | |
| Union Bidco Limited(1)(4) | Acquisition Facility | 220 | | 222 | |
| United Therapy Holding III GmbH(1)(2)(3) | Acquisition Facility | 621 | | 636 | |
| Unither (Uniholding)(1)(3) | Delayed Draw Term Loan | 468 | | 479 | |
| USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2) | Delayed Draw Term Loan | 2,333 | | 2,360 | |
| W2O Holdings, Inc.(1)(2) | Delayed Draw Term Loan | — | | 107 | |
| West-NR AcquisitionCo., LLC(1) | Delayed Draw Term Loan | 3,750 | | 3,750 | |
| Whitcraft Holdings, Inc.(1) | Revolver | 1,308 | | 2,347 | |
| White Bidco Limited(1) | Delayed Draw Term Loan | 514 | | 514 | |
| Woodland Foods, LLC(1)(2) | Line of Credit | 244 | | 492 | |
| World 50, Inc.(1)(2) | Revolver | 1,703 | | — | |
| WWEC Holdings III Corp(1)(2) | Delayed Draw Term Loan | 6,627 | | — | |
| WWEC Holdings III Corp(1)(2) | Revolver | 3,359 | | 1,514 | |
| Xeinadin Bidco Limited(1)(2)(4) | CAF Term Loan | 3,202 | | 4,125 | |
| ZB Holdco LLC(1)(2) | Delayed Draw Term Loan | 762 | | 2,932 | |
| ZB Holdco LLC(1)(2) | Delayed Draw Term Loan | 4,388 | | — | |
| ZB Holdco LLC(1)(2) | Revolver | 541 | | 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.
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 Ended | | Three Months Ended |
| ($ in thousands, except share and per share amounts) | March 31, 2024 | | March 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 period | 78,202,476 | | | 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.
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”).
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%.
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 $2,467.7 million. As of March 31, 2024 and December 31, 2023, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of March 31, 2024 and December 31, 2023, our investment portfolio consisted of the following investments:
| | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands) | Cost | | Percentage of
Total
Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 158,606 | | | 6 | |
| Structured products | 26,435 | | | 1 | | | 25,527 | | | 1 | |
| Equity shares | 271,205 | | | 10 | | | 314,083 | | | 12 | |
| Equity warrants | 34 | | | — | | | 2,637 | | | — | |
| Investment in joint ventures | 45,603 | | | 2 | | | 29,249 | | | 1 | |
| | | | | | | |
| $ | 2,575,830 | | | 100 | % | | $ | 2,568,911 | | | 100 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 148,450 | | | 6 | |
| Structured products | 27,146 | | | 1 | | | 23,947 | | | 1 | |
| Equity shares | 254,999 | | | 10 | | | 297,213 | | | 12 | |
| Equity warrants | 4 | | | — | | | 2,475 | | | — | |
| Investment in joint ventures | 45,143 | | | 2 | | | 28,538 | | | 1 | |
| | | | | | | |
| $ | 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 $3.6 million of return of capital from one of our joint ventures.
Total portfolio investment activity for the three months ended March 31, 2024 and 2023 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2024: ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | Structured Products | | Equity
Shares | | Equity
Warrants | | Investment in Joint Ventures | | | | Total |
| Fair value, beginning of period | $ | 1,958,306 | | | $ | 148,450 | | | $ | 23,947 | | | $ | 297,213 | | | $ | 2,475 | | | $ | 28,538 | | | | | $ | 2,458,929 | |
| New investments | 250,445 | | | 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/dividends | 568 | | | 789 | | | — | | | 3,219 | | | — | | | — | | | | | 4,576 | |
| Accretion of loan premium/discount | 206 | | | 35 | | | 4 | | | — | | | — | | | — | | | | | 245 | |
| Accretion of deferred loan origination revenue | 3,014 | | | 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 | |
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Three Months Ended March 31, 2023: ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | Structured Products | | Equity
Shares | | Equity
Warrants | | Investment in Joint Ventures | | | | Total |
| Fair value, beginning of period | $ | 1,777,492 | | | $ | 163,899 | | | $ | 25,022 | | | $ | 158,131 | | | $ | 1,083 | | | $ | 32,253 | | | | | $ | 2,157,880 | |
| New investments | 127,129 | | | 663 | | | — | | | 15,349 | | | — | | | — | | | | | 143,141 | |
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| 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/dividends | 1,204 | | | 991 | | | — | | | — | | | — | | | — | | | | | 2,195 | |
| Accretion of loan premium/discount | 151 | | | 48 | | | 3 | | | — | | | — | | | — | | | | | 202 | |
| Accretion of deferred loan origination revenue | 2,482 | | | 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 | |
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 $5.0 million.
Results of Operations
Comparison of the three months ended March 31, 2024 and 2023
Operating results for the three months ended March 31, 2024 and 2023 were as follows:
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Total investment income | $ | 74,294 | | | $ | 59,122 | | | | | |
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| Total operating expenses | 33,479 | | | 26,404 | | | | | |
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| Net investment income before taxes | 40,815 | | | 32,718 | | | | | |
| Income taxes, including excise tax expense | 250 | | | 53 | | | | | |
| Net investment income after taxes | 40,565 | | | 32,665 | | | | | |
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| Net realized gains (losses) | (18,873) | | | (22,384) | | | | | |
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| Net unrealized appreciation (depreciation) | 29,706 | | | 30,246 | | | | | |
| Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts | 10,833 | | | 7,862 | | | | | |
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| Net increase in net assets resulting from operations | $ | 51,398 | | | $ | 40,527 | | | | | |
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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
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
| Investment income: | | | | | | | |
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| Total interest income | $ | 60,553 | | | $ | 49,976 | | | | | |
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| Total dividend income | 6,739 | | | 3,712 | | | | | |
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| Total fee and other income | 4,376 | | | 3,354 | | | | | |
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| Total payment-in-kind interest income | 2,365 | | | 2,071 | | | | | |
| Interest income from cash | 261 | | | 9 | | | | | |
| 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.
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
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,
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;
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
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) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 158,606 | | | 6 | | | 10 | |
| Structured products | 26,435 | | | 1 | | | 25,527 | | | 1 | | | 2 | |
| Equity shares | 271,205 | | | 10 | | | 314,083 | | | 12 | | | 19 | |
| Equity warrants | 34 | | | — | | | 2,637 | | | — | | | — | |
| Investment in joint ventures | 45,603 | | | 2 | | | 29,249 | | | 1 | | | 2 | |
| | | | | | | | | |
| $ | 2,575,830 | | | 100 | % | | $ | 2,568,911 | | | 100 | % | | 157 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 148,450 | | | 6 | | | 11 | |
| Structured products | 27,146 | | | 1 | | | 23,947 | | | 1 | | | 2 | |
| Equity shares | 254,999 | | | 10 | | | 297,213 | | | 12 | | | 23 | |
| Equity warrants | 4 | | | — | | | 2,475 | | | — | | | — | |
| Investment in joint ventures | 45,143 | | | 2 | | | 28,538 | | | 1 | | | 2 | |
| | | | | | | | | |
| $ | 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.
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, 2024 | Percent of Portfolio | Percent of Total Net Assets | | December 31, 2023 | Percent of Portfolio | Percent of Total Net Assets |
| Aerospace and Defense | $ | 139,991 | | 5.5 | % | 8.5 | % | | $ | 118,617 | | 4.8 | % | 9.1 | % |
| Automotive | 28,706 | | 1.1 | | 1.8 | | | 47,469 | | 1.9 | | 3.6 | |
| Banking, Finance, Insurance and Real Estate | 409,426 | | 15.9 | | 25.0 | | | 401,512 | | 16.3 | | 30.7 | |
| Beverage, Food and Tobacco | 42,938 | | 1.7 | | 2.6 | | | 25,223 | | 1.0 | | 1.9 | |
| Capital Equipment | 73,195 | | 2.9 | | 4.5 | | | 72,457 | | 3.0 | | 5.5 | |
| Chemicals, Plastics, and Rubber | 31,714 | | 1.2 | | 1.9 | | | 27,798 | | 1.1 | | 2.1 | |
| Construction and Building | 23,142 | | 0.9 | | 1.4 | | | 21,657 | | 0.9 | | 1.7 | |
| Consumer Goods: Durable | 54,053 | | 2.1 | | 3.3 | | | 53,766 | | 2.2 | | 4.1 | |
| Consumer Goods: Non-durable | 42,797 | | 1.7 | | 2.6 | | | 37,547 | | 1.5 | | 2.9 | |
| Containers, Packaging and Glass | 49,024 | | 1.9 | | 3.0 | | | 49,219 | | 2.0 | | 3.8 | |
| | | | | | | |
| Energy: Electricity | 8,736 | | 0.3 | | 0.5 | | | 8,389 | | 0.3 | | 0.6 | |
| | | | | | | |
| Environmental Industries | 59,100 | | 2.3 | | 3.6 | | | 61,116 | | 2.5 | | 4.7 | |
| | | | | | | |
| Healthcare and Pharmaceuticals | 215,218 | | 8.4 | | 13.1 | | | 226,610 | | 9.2 | | 17.3 | |
| High Tech Industries | 382,172 | | 14.9 | | 23.3 | | | 372,585 | | 15.2 | | 28.5 | |
| Hotel, Gaming and Leisure | 23,686 | | 0.9 | | 1.4 | | | 21,742 | | 0.9 | | 1.7 | |
| Investment Funds and Vehicles | 29,249 | | 1.1 | | 1.8 | | | 28,538 | | 1.2 | | 2.2 | |
| Media: Advertising, Printing and Publishing | 27,677 | | 1.1 | | 1.7 | | | 27,801 | | 1.1 | | 2.1 | |
| Media: Broadcasting and Subscription | 5,696 | | 0.2 | | 0.3 | | | 5,767 | | 0.2 | | 0.4 | |
| Media: Diversified and Production | 58,495 | | 2.3 | | 3.6 | | | 58,154 | | 2.4 | | 4.5 | |
| | | | | | | |
| | | | | | | |
| Services: Business | 477,297 | | 18.6 | | 29.1 | | | 390,046 | | 15.9 | | 29.8 | |
| Services: Consumer | 130,554 | | 5.1 | | 8.0 | | | 127,976 | | 5.2 | | 9.8 | |
| Structured Products | 40,333 | | 1.6 | | 2.5 | | | 40,421 | | 1.6 | | 3.1 | |
| Telecommunications | 23,441 | | 0.9 | | 1.4 | | | 23,688 | | 1.0 | | 1.8 | |
| Transportation: Cargo | 129,098 | | 5.0 | | 7.9 | | | 150,066 | | 6.1 | | 11.5 | |
| Transportation: Consumer | 51,717 | | 2.0 | | 3.2 | | | 49,022 | | 2.0 | | 3.8 | |
| Utilities: Electric | 11,456 | | 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.
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) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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, 2024 | | December 31, 2023 | | |
| Aerospace and Defense | $ | 23,719 | | 9.4 | % | | $ | 15,754 | | 7.4 | % | | | | |
| Automotive | 6,927 | | 2.7 | | | 6,908 | | 3.3 | | | | | |
| Banking, Finance, Insurance and Real Estate | 12,991 | | 5.2 | | | 12,729 | | 6.0 | | | | | |
| | | | | | | | | |
| Capital Equipment | 22,861 | | 9.1 | | | 22,834 | | 10.8 | | | | | |
| Chemicals, Plastics, and Rubber | 2,978 | | 1.2 | | | 2,961 | | 1.4 | | | | | |
| | | | | | | | | |
| Consumer Goods: Durable | 2,915 | | 1.2 | | | 2,962 | | 1.4 | | | | | |
| Consumer Goods: Non-durable | 4,900 | | 1.9 | | | — | | — | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Energy: Electricity | 4,826 | | 1.9 | | | 4,962 | | 2.3 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Healthcare and Pharmaceuticals | 27,747 | | 11.0 | | | 24,572 | | 11.6 | | | | | |
| High Tech Industries | 53,424 | | 21.2 | | | 40,316 | | 19.0 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Media: Advertising, Printing and Publishing | 6,265 | | 2.5 | | | 6,478 | | 3.1 | | | | | |
| | | | | | | | | |
| Media: Diversified and Production | 5,881 | | 2.3 | | | 5,806 | | 2.7 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Services: Business | 54,822 | | 21.8 | | | 44,317 | | 20.8 | | | | | |
| Services: Consumer | 9,893 | | 3.9 | | | 9,892 | | 4.7 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Transportation: Cargo | 2,995 | | 1.2 | | | 2,911 | | 1.4 | | | | | |
| Transportation: Consumer | 4,938 | | 2.0 | | | 4,951 | | 2.3 | | | | | |
| Utilities: Electric | 3,920 | | 1.5 | | | 3,903 | | 1.8 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Total | $ | 252,002 | | 100.0 | % | | $ | 212,256 | | 100.0 | % | | | | |
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, 2024 | | December 31, 2023 | | |
| | | | | | | | | |
| | | | | | | | | |
| Canada | $ | 9,961 | | 3.9 | % | | $ | 9,959 | | 4.7 | % | | | | |
| France | 20,585 | | 8.2 | | | 21,122 | | 10.0 | | | | | |
| Germany | 9,835 | | 3.9 | | | 9,945 | | 4.7 | | | | | |
| | | | | | | | | |
| Netherlands | 2,982 | | 1.2 | | | 3,043 | | 1.4 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| United Kingdom | 5,693 | | 2.3 | | | 5,968 | | 2.8 | | | | | |
| USA | 202,946 | | 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.
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) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage of
Total Portfolio |
| March 31, 2024: | | | | | | | |
| Federal Housing Administration (“FHA”) loans | $ | 306,491 | | | 93 | % | | $ | 287,390 | | | 93 | % |
| Veterans Affairs (“VA”) loans | 21,604 | | | 7 | | | 20,295 | | | 7 | |
| | | | | | | |
| $ | 328,095 | | | 100 | % | | $ | 307,685 | | | 100 | % |
| December 31, 2023: | | | | | | | |
| Federal Housing Administration (“FHA”) loans | $ | 360,847 | | | 93 | % | | $ | 342,240 | | | 93 | % |
| Veterans Affairs (“VA”) loans | 25,810 | | | 7 | | | 24,491 | | | 7 | |
| $ | 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).
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.
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
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
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 Value | | Valuation
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 Analysis | | Market Yield | | 6.1% – 27.0% | | 11.0% | | Decrease |
| | | | | | | | | | |
| 35,792 | | | Market Approach | | Adjusted EBITDA Multiple | | 0.9x – 12.5x | | 8.2x | | Increase |
| 279,000 | | | Recent Transaction | | Transaction Price | | 95.6% – 100.0% | | 98.0% | | Increase |
| Subordinated debt and 2nd lien notes | 119,294 | | | Yield Analysis | | Market Yield | | 9.0% – 54.2% | | 14.3% | | Decrease |
| 17,380 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.0x – 11.0x | | 8.1x | | Increase |
| 3,750 | | | Recent Transaction | | Transaction Price | | 100.0% | | 100.0% | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Equity shares | 26,204 | | | Yield Analysis | | Market Yield | | 10.5% – 14.2% | | 12.4% | | Decrease |
| 260,673 | | | Market Approach | | Adjusted EBITDA Multiple | | 5.5x – 27.5x | | 10.9x | | Increase |
| 1,766 | | | Market Approach | | Revenue Multiple | | 6.0x – 9.3x | | 6.6x | | Increase |
| 8,027 | | | Discounted Cash Flow Analysis | | Discount Rate | | 14.5% | | 14.5% | | Decrease |
| 5,892 | | | Net Asset Approach | | Liabilities | | $(64,894.6) | | $(64,894.6) | | Decrease |
| 1,928 | | | Recent Transaction | | Transaction Price | | $0.00 – $1,037.50 | | $419.92 | | Increase |
| Equity warrants | 2,593 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.3x – 12.5x | | 7.5x | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
(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 $25.1 million transitioned from a yield analysis to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2023 ($ in thousands)(3) | Fair Value | | Valuation
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 Analysis | | Market Yield | | 7.8% – 26.1% | | 11.5% | | Decrease |
| | | | | | | | | | |
| 17,693 | | | Market Approach | | Adjusted EBITDA Multiple | | 1.1x – 12.5x | | 6.5x | | Increase |
| 184,932 | | | Recent Transaction | | Transaction Price | | 95.0% – 100.0% | | 97.7% | | Increase |
Subordinated debt and 2nd lien notes(2) | 121,811 | | | Yield Analysis | | Market Yield | | 8.5% – 21.0% | | 13.8% | | Decrease |
| 7,123 | | | Market Approach | | Adjusted EBITDA Multiple | | 11.0x | | 11.0x | | Increase |
| | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Equity shares | 8,788 | | | Yield Analysis | | Market Yield | | 14.6% | | 14.6% | | Decrease |
| 274,281 | | | Market Approach | | Adjusted EBITDA Multiple | | 4.8x – 30.0x | | 11.0x | | Increase |
| 1,789 | | | Market Approach | | Revenue Multiple | | 6.5x – 9.5x | | 6.8x | | Increase |
| 6,080 | | | Discounted Cash Flow Analysis | | Discount Rate | | 14.2% | | 14.2% | | Decrease |
| 5,327 | | | Net Asset Approach | | Liabilities | | $(55,281.8) | | $(55,281.8) | | Decrease |
| 873 | | | Recent Transaction | | Transaction Price | | $1.00 – $10.00 | | $4.07 | | Increase |
| Equity warrants | 2,475 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.3x – 12.5x | | 7.3x | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
(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 $6.5 million transitioned from a discounted cash flow analysis to a broker quote valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of March 31, 2024 and December 31, 2023, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value as of March 31, 2024 |
| ($ in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
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 shares | 9,593 | | | — | | | 304,490 | | | 314,083 | |
| Equity warrants | 44 | | | — | | | 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 1 | | Level 2 | | Level 3 | | Total |
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 shares | 75 | | | — | | | 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 Products | | Equity Shares | | Equity Warrants | | Total |
| Fair value, beginning of period | $ | 1,915,633 | | | $ | 130,273 | | | $ | 15,705 | | | $ | 297,138 | | | $ | 2,475 | | | $ | 2,361,224 | |
| New investments | 250,445 | | | 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/dividends | 568 | | | 789 | | | — | | | 3,219 | | | — | | | 4,576 | |
| | | | | | | | | | | |
| Accretion of loan premium/discount | 186 | | | — | | | — | | | — | | | — | | | 186 | |
| Accretion of deferred loan origination revenue | 3,014 | | | 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 | |
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 Products | | Equity Shares | | Equity Warrants | | Total |
| Fair value, beginning of period | $ | 1,736,050 | | | $ | 143,294 | | | $ | 16,380 | | | $ | 157,313 | | | $ | 1,083 | | | $ | 2,054,120 | |
| New investments | 127,129 | | | 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/dividends | 1,204 | | | 991 | | | | | — | | | — | | | 2,195 | |
| | | | | | | | | | | |
| Accretion of loan premium/discount | 141 | | | 46 | | | — | | | — | | | — | | | 187 | |
| Accretion of deferred loan origination revenue | 2,482 | | | 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
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.
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 Ended | | Three Months Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
| Recurring Fee Income: | | | | | | | |
| Amortization of loan origination fees | $ | 2,205 | | | $ | 2,194 | | | | | |
| Management, valuation and other fees | 587 | | | 562 | | | | | |
| Total Recurring Fee Income | 2,792 | | | 2,756 | | | | | |
| Non-Recurring Fee Income: | | | | | | | |
| Prepayment fees | 25 | | | — | | | | | |
| Acceleration of unamortized loan origination fees | 986 | | | 409 | | | | | |
| Advisory, loan amendment and other fees | 573 | | | 189 | | | | | |
| Total Non-Recurring Fee Income | 1,584 | | | 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.
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
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 $0.7 million pertaining to operating losses and tax basis differences related to certain partnership interests.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
Issuance Date
($ in thousands) | Maturity Date | | Interest Rate as of March 31, 2024 | | March 31, 2024 | | December 31, 2023 |
| Credit Facilities: | | | | | | | |
| Revolving Credit Facility – May 11, 2021 | May 11, 2026 | | 7.175% | | $ | 355,024 | | | $ | 410,967 | |
| SMBC Credit Facility – March 6, 2023 | March 6, 2028 | | 7.430% | | 51,875 | | | 124,500 | |
| Total Credit Facilities | | | | | $ | 406,899 | | | $ | 535,467 | |
| Debt Securitization: | | | | | | | |
| August 23, 2023 – Class A-1 Notes | July 15, 2031 | | 7.714% | | $ | 295,151 | | | $ | 300,000 | |
| August 23, 2023 – Class A-2 Notes | July 15, 2031 | | 8.664% | | 35,000 | | | 35,000 | |
| August 23, 2023 – Class A-2 Loans | July 15, 2031 | | 8.664% | | 20,000 | | | 20,000 | |
| August 23, 2023 – Class B Notes | July 15, 2031 | | 9.464% | | 25,000 | | | 25,000 | |
| August 23, 2023 – Class C Notes | July 15, 2031 | | 11.664% | | 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 Notes | July 29, 2026 | | 3.500% | | $ | 75,000 | | | $ | 75,000 | |
| September 15, 2021 – Series B Notes | July 29, 2026 | | 3.500% | | 38,000 | | | 38,000 | |
| October 28, 2021 – Series C Notes | July 29, 2026 | | 3.500% | | 37,000 | | | 37,000 | |
| May 10, 2022 – Series D Notes (1) | May 10, 2027 | | 6.000% | | 97,098 | | | 96,729 | |
| July 26, 2022 – Series E Notes (1) | May 10, 2027 | | 6.000% | | 53,174 | | | 52,951 | |
| | | | | | | |
| (Less: Deferred financing fees) | | | | | (412) | | | (474) | |
| Total Notes | | | | | $ | 299,860 | | | $ | 299,206 | |
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(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.
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,
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.
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.
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.
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
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 $(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 2024 and December 31, 2023, the Company had no secured borrowings (“Secured Borrowings”) outstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2024 and December 31, 2023:
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As of March 31, 2024 ($ in thousands) Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | | A$72,160 | | $47,133 | | 04/08/24 | | $ | (49) | | | | | Derivative liabilities |
| Foreign currency forward contract (AUD) | | $48,934 | | A$72,160 | | 04/08/24 | | 1,850 | | | | | Derivative assets |
| Foreign currency forward contract (AUD) | | $47,900 | | A$73,151 | | 07/08/24 | | 49 | | | | | Derivative assets |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Foreign currency forward contract (CAD) | | C$7,443 | | $5,487 | | 04/08/24 | | 13 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | $5,595 | | C$7,443 | | 04/08/24 | | 95 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | $5,103 | | C$6,924 | | 07/08/24 | | (21) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (DKK) | | 8,068kr. | | $1,171 | | 04/08/24 | | (2) | | | | | Derivative liabilities |
| Foreign currency forward contract (DKK) | | $1,191 | | 8,068kr. | | 04/08/24 | | 22 | | | | | Derivative assets |
| Foreign currency forward contract (DKK) | | $1,183 | | 8,119kr. | | 07/08/24 | | 2 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (EUR) | | €219,164 | | $237,154 | | 04/08/24 | | (411) | | | | | Derivative liabilities |
| Foreign currency forward contract (EUR) | | $240,755 | | €219,164 | | 04/08/24 | | 4,011 | | | | | Derivative assets |
| Foreign currency forward contract (EUR) | | $244,045 | | €224,692 | | 07/08/24 | | 416 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £60,373 | | $76,229 | | 04/08/24 | | 39 | | | | | Derivative assets |
| Foreign currency forward contract (GBP) | | $76,261 | | £60,373 | | 04/08/24 | | (7) | | | | | Derivative liabilities |
| Foreign currency forward contract (GBP) | | $77,273 | | £61,171 | | 07/08/24 | | (41) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Foreign currency forward contract (NZD) | | NZ$9,270 | | $5,565 | | 04/08/24 | | (20) | | | | | Derivative liabilities |
| Foreign currency forward contract (NZD) | | $5,806 | | NZ$9,270 | | 04/08/24 | | 261 | | | | | Derivative assets |
| Foreign currency forward contract (NZD) | | $5,722 | | NZ$9,533 | | 07/08/24 | | 20 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (NOK) | | 43,870kr | | $4,071 | | 04/08/24 | | (27) | | | | | Derivative liabilities |
| Foreign currency forward contract (NOK) | | $4,254 | | 43,870kr | | 04/08/24 | | 209 | | | | | Derivative assets |
| Foreign currency forward contract (NOK) | | $4,095 | | 44,031kr | | 07/08/24 | | 27 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (SEK) | | 20,577kr | | $1,939 | | 04/08/24 | | (14) | | | | | Derivative liabilities |
| Foreign currency forward contract (SEK) | | $2,024 | | 20,577kr | | 04/08/24 | | 99 | | | | | Derivative assets |
| Foreign currency forward contract (SEK) | | $1,957 | | 20,688kr | | 07/08/24 | | 14 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (CHF) | | 6,218Fr. | | $6,863 | | 04/08/24 | | 45 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | $7,403 | | 6,218Fr. | | 04/08/24 | | 495 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | $7,023 | | 6,300Fr. | | 07/08/24 | | (46) | | | | | Derivative liabilities |
| Total | | | | | | $ | 7,029 | | | | | |
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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As of December 31, 2023 ($ in thousands) Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | | $45,208 | | A$70,473 | | 01/10/24 | | $ | (2,932) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (CAD) | | $5,336 | | C$7,280 | | 01/10/24 | | (178) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (DKK) | | $1,128 | | 7,968kr. | | 01/10/24 | | (55) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (EUR) | | $229,170 | | €216,996 | | 01/10/24 | | (10,903) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £4,844 | | $6,086 | | 01/10/24 | | 85 | | | | | Derivative assets |
| Foreign currency forward contract (GBP) | | $75,288 | | £61,973 | | 01/10/24 | | (3,669) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (NZD) | | $5,519 | | NZ$9,248 | | 01/10/24 | | (342) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (NOK) | | $3,997 | | kr43,081 | | 01/10/24 | | (258) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (SEK) | | $1,868 | | 19,907kr | | 01/10/24 | | (113) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (CHF) | | $6,759 | | 6,137Fr. | | 01/10/24 | | (546) | | | | | Derivative liabilities |
| Total | | | | | | $ | (18,911) | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
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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 $(18.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2024 and December 31, 2023 were as follows:
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Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Accurus Aerospace Corporation(1)(2) | Revolver | $ | 277 | | $ | 380 | |
| AD Bidco, Inc.(1)(2) | Revolver | 1,863 | | — | |
| AD Bidco, Inc.(1)(2) | Delayed Draw Term Loan | 5,035 | | — | |
| Adhefin International(1)(2)(3) | Delayed Draw Term Loan | 410 | | 419 | |
| AirX Climate Solutions(1) | Delayed Draw Term Loan | 5,010 | | 5,010 | |
| AirX Climate Solutions(1) | Revolver | 1,695 | | 2,050 | |
| AlliA Insurance Brokers NV(1)(3) | Delayed Draw Term Loan | 1,598 | | 1,634 | |
| Americo Chemical Products, LLC(1) | Revolver | 1,400 | | 1,400 | |
| Amtech LLC(1)(2) | Revolver | 838 | | 291 | |
| Anju Software, Inc.(1)(2) | Delayed Draw Term Loan | 36 | | 36 | |
| Aquavista Watersides 2 LTD(1)(2)(4) | Capex / Acquisition Facility | 1,021 | | 1,030 | |
| Arc Education(1)(3) | Delayed Draw Term Loan | 2,518 | | 2,576 | |
| Argus Bidco Limited(1)(2)(4) | CAF Term Loan | 721 | | 1,083 | |
| ASC Communications, LLC(1) | Revolver | 647 | | 647 | |
| Astra Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 623 | | 729 | |
| ATL II MRO Holdings Inc.(1)(2) | Revolver | 2,500 | | 2,500 | |
| Avance Clinical Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 1,455 | | 1,522 | |
| AWP Group Holdings, Inc.(1) | Delayed Draw Term Loan | 237 | | 237 | |
| Azalea Buyer, Inc.(1)(2) | Delayed Draw Term Loan | 644 | | 644 | |
| Azalea Buyer, Inc.(1)(2) | Revolver | 481 | | 481 | |
| Beyond Risk Management, Inc.(1) | Delayed Draw Term Loan | 2,007 | | 2,007 | |
| Biolam Group(1)(2)(3) | Delayed Draw Term Loan | 1,475 | | 1,508 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Bounteous, Inc.(1)(2) | Delayed Draw Term Loan | — | | 2,697 | |
| Brightpay Limited(1)(2)(3) | Delayed Draw Term Loan | 191 | | 195 | |
| BrightSign LLC(1)(2) | Revolver | 222 | | 370 | |
| British Engineering Services Holdco Limited(1)(2)(4) | Acquisition/Capex Facility | 91 | | 92 | |
| CAi Software, LLC(1)(2) | Revolver | 3,740 | | 943 | |
| Cascade Residential Services LLC(1) | Delayed Draw Term Loan | 5,902 | | 7,765 | |
| Cascade Residential Services LLC(1) | Revolver | 1,294 | | 1,294 | |
| CCFF Buyer, LLC(1)(2) | Delayed Draw Term Loan | 3,346 | | — | |
| CCFF Buyer, LLC(1)(2) | Revolver | 1,004 | | — | |
| CGI Parent, LLC(1)(2) | Revolver | 1,653 | | 1,653 | |
| Classic Collision (Summit Buyer, LLC)(1) | Delayed Draw Term Loan | 6,383 | | 8,666 | |
| Comply365, LLC(1)(2) | Revolver | 575 | | 575 | |
| Coyo Uprising GmbH(1)(2)(3) | Delayed Draw Term Loan | 511 | | 523 | |
| DataServ Integrations, LLC(1) | Revolver | 481 | | 481 | |
| DecksDirect, LLC(1)(2) | Revolver | 169 | | 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 Loan | 2,559 | | — | |
| DISA Holdings Corp.(1) | Revolver | 1,282 | | 339 | |
| Dune Group(1)(2)(3) | Delayed Draw Term Loan | 1,027 | | 1,050 | |
| Dwyer Instruments, Inc.(1) | Delayed Draw Term Loan | 171 | | 171 | |
| Eclipse Business Capital, LLC(1) | Revolver | 11,872 | | 12,128 | |
| EMI Porta Holdco LLC(1)(2) | Revolver | 51 | | 346 | |
| eShipping, LLC(1) | Revolver | 608 | | 743 | |
| Eurofins Digital Testing International LUX Holding SARL(1)(2)(3) | Delayed Draw Term Loan | 2,670 | | 2,731 | |
| Events Software BidCo Pty Ltd(1)(2) | Delayed Draw Term Loan | 620 | | 620 | |
| Express Wash Acquisition Company, LLC(1) | Revolver | 115 | | 115 | |
| Faraday(1)(3) | Delayed Draw Term Loan | 1,935 | | 1,980 | |
| Finexvet(1)(3) | Delayed Draw Term Loan | — | | 1,943 | |
| Footco 40 Limited(1)(2)(4) | Delayed Draw Term Loan | 519 | | 524 | |
| Forest Buyer, LLC(1) | Delayed Draw Term Loan | 992 | | — | |
| Forest Buyer, LLC(1) | Revolver | 595 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Delayed Draw Term Loan | 2,538 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Revolver | 2,288 | | — | |
| GB Eagle Buyer, Inc.(1) | Revolver | 3,226 | | 3,226 | |
| Glacis Acquisition S.A.R.L.(1)(2)(3) | Delayed Draw Term Loan | 3,294 | | 5,348 | |
| Global Academic Group Limited(1)(2)(7) | Term Loan | 391 | | 414 | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 86 | | — | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 17 | | 53 | |
| Greenhill II BV(1)(3) | Capex Acquisition Facility | 118 | | 120 | |
| Gusto Aus BidCo Pty Ltd(1)(5) | Delayed Draw Term Loan | 160 | | 167 | |
| HeartHealth Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 239 | | 253 | |
| Heavy Construction Systems Specialists, LLC(1) | Revolver | 2,193 | | 2,193 | |
| HEKA Invest(1)(3) | Delayed Draw Term Loan | 1,124 | | 1,150 | |
| HemaSource, Inc.(1) | Revolver | 2,714 | | 2,590 | |
| HomeX Services Group LLC(1) | Delayed Draw Term Loan | 8,446 | | 8,446 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| HomeX Services Group LLC(1) | Revolver | 3,378 | | 3,378 | |
| HTI Technology & Industries(1)(2) | Delayed Draw Term Loan | 1,691 | | 1,691 | |
| HTI Technology & Industries(1)(2) | Revolver | 1,128 | | 1,128 | |
| Ice House America, L.L.C.(1)(2) | Delayed Draw Term Loan | 247 | | — | |
| Ice House America, L.L.C.(1)(2) | Revolver | 574 | | — | |
| Innovad Group II BV(1)(2)(3) | Delayed Draw Term Loan | 41 | | 42 | |
| INOS 19-090 GmbH(1)(2)(3) | Acquisition Facility | — | | 171 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | 1,213 | | 1,241 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | — | | 115 | |
| InvoCare Limited (1)(2)(5) | Delayed Draw Term Loan | 739 | | 773 | |
| Isolstar Holding NV (IPCOM)(1)(3) | Delayed Draw Term Loan | 342 | | 1,313 | |
| ISTO Technologies II, LLC(1) | Revolver | 1,114 | | 1,114 | |
| ITI Intermodal, Inc.(1)(2) | Revolver | 1,157 | | 1,157 | |
| Jon Bidco Limited(1)(2)(7) | Capex & Acquisition Facility | 555 | | 588 | |
| Jones Fish Hatcheries & Distributors LLC(1) | Revolver | 418 | | 418 | |
| Kano Laboratories LLC(1)(2) | Delayed Draw Term Loan | 2,784 | | — | |
| 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 Loan | 718 | | 734 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Delayed Draw Term Loan | 237 | | 255 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Revolver | 18 | | 18 | |
| LeadsOnline, LLC(1) | Revolver | 3,190 | | 2,679 | |
| Marmoutier Holding B.V.(1)(2)(3) | Delayed Draw Term Loan | 24 | | 18 | |
| Marmoutier Holding B.V.(1)(2)(3) | Revolver | 108 | | 106 | |
| Marshall Excelsior Co.(1) | Revolver | 86 | | 115 | |
| MB Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 4,121 | | — | |
| MB Purchaser, LLC(1)(2) | Revolver | 824 | | — | |
| MC Group Ventures Corporation(1)(2) | Delayed Draw Term Loan | 435 | | 435 | |
| Megawatt Acquisitionco, Inc.(1) | Revolver | 1,995 | | — | |
| Mercell Holding AS(1)(2)(8) | Capex Acquisition Facility | 724 | | 773 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 57 | | 59 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 496 | | 518 | |
| Moonlight Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 556 | | 562 | |
| Narda Acquisitionco., Inc.(1) | Revolver | 1,059 | | 1,059 | |
| NAW Buyer, LLC(1)(2) | Delayed Draw Term Loan | 9,223 | | 9,223 | |
| NAW Buyer, LLC(1)(2) | Revolver | 2,075 | | 1,845 | |
| NeoxCo(1)(3) | Delayed Draw Term Loan | 486 | | 497 | |
| Next Holdco, LLC(1) | Delayed Draw Term Loan | 5,984 | | 5,984 | |
| Next Holdco, LLC(1) | Revolver | 2,321 | | 2,321 | |
| NF Holdco, LLC(1) | Revolver | 1,183 | | 887 | |
| Novotech Aus Bidco Pty Ltd(1) | Capex & Acquisition Facility | 971 | | 971 | |
| NPM Investments 28 BV(1)(3) | Delayed Draw Term Loan | 936 | | 958 | |
| OA Buyer, Inc.(1) | Revolver | 1,154 | | 1,331 | |
| OAC Holdings I Corp(1)(2) | Revolver | 1,076 | | 1,370 | |
| Omni Intermediate Holdings, LLC(1) | Delayed Draw Term Loan | — | | 806 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Revolver | 1,607 | | 1,607 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 5,319 | | 5,319 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Pare SAS (SAS Maurice MARLE)(1)(2) | Delayed Draw Term Loan | 2,100 | | 2,100 | |
| Parkview Dental Holdings, LLC(1)(2) | Delayed Draw Term Loan | 328 | | 328 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 3,939 | | 3,939 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 2,679 | | 2,679 | |
| Polara Enterprises, L.L.C.(1) | Revolver | 947 | | 947 | |
| Premium Invest(1)(3) | Acquisition Facility | 1,255 | | 1,284 | |
| Process Insights Acquisition, Inc.(1) | Delayed Draw Term Loan | 1,220 | | 1,220 | |
| Process Insights Acquisition, Inc.(1) | Revolver | 1,125 | | — | |
| Process Insights Acquisition, Inc.(1) | Revolver | — | | 1,323 | |
| ProfitOptics, LLC(1)(2) | Revolver | 35 | | 84 | |
| Protego Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 163 | | 211 | |
| PSP Intermediate 4, LLC(1)(2)(3) | Delayed Draw Term Loan | 201 | | 206 | |
| Qualified Industries, LLC(1) | Revolver | 364 | | 364 | |
| Questel Unite(1)(2)(3) | Incremental Term Loan | 2,733 | | 2,795 | |
| R1 Holdings, LLC(1) | Delayed Draw Term Loan | 1,682 | | 1,682 | |
| R1 Holdings, LLC(1) | Revolver | 1,947 | | 1,947 | |
| Randys Holdings, Inc.(1) | Delayed Draw Term Loan | 4,854 | | 5,516 | |
| Randys Holdings, Inc.(1) | Revolver | 1,716 | | 1,658 | |
| Rocade Holdings LLC(1) | Preferred Equity | 2,000 | | 2,000 | |
| Rock Labor, LLC(1)(2) | Revolver | 941 | | 941 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 1,229 | | 1,229 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 2,531 | | — | |
| Royal Buyer, LLC(1) | Revolver | 2,330 | | 1,787 | |
| Sanoptis S.A.R.L.(1)(3) | Acquisition Capex Facility | — | | 42 | |
| Sanoptis S.A.R.L.(1)(2)(3) | CAF Term Loan | 691 | | 2,186 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | — | | 151 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | 10,774 | | 15,062 | |
| SBP Holdings LP(1) | Revolver | 710 | | 1,065 | |
| Scaled Agile, Inc.(1)(2) | Revolver | 280 | | 280 | |
| Scout Bidco B.V.(1)(2)(3) | Revolver | 313 | | 320 | |
| Simulation Software Investment Company Pty Ltd(1)(2) | Delayed Draw Term Loan | 408 | | 408 | |
| Sinari Invest(1)(2)(3) | Delayed Draw Term Loan | 604 | | 617 | |
| SISU ACQUISITIONCO., INC(1)(2) | Delayed Draw Term Loan | 80 | | 160 | |
| Smartling, Inc.(1) | Revolver | 1,038 | | 1,038 | |
| SmartShift Group, Inc.(1) | Delayed Draw Term Loan | 5,690 | | 5,690 | |
| SmartShift Group, Inc.(1) | Revolver | 2,731 | | 2,731 | |
| Solo Buyer, L.P.(1) | Revolver | 1,330 | | 1,330 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Delayed Draw Term Loan | 399 | | 399 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Revolver | 117 | | 90 | |
| Spatial Business Systems LLC(1) | Delayed Draw Term Loan | 1,875 | | 1,875 | |
| Spatial Business Systems LLC(1) | Revolver | 1,406 | | 1,406 | |
| SSCP Pegasus Midco Limited(1)(2)(4) | Delayed Draw Term Loan | 331 | | 398 | |
| Superjet Buyer, LLC(1) | Revolver | 1,369 | | 1,369 | |
| SVI International LLC(1) | Delayed Draw Term Loan | 74 | | — | |
| SVI International LLC(1) | Revolver | 74 | | — | |
| Syntax Systems Ltd(1) | Revolver | 259 | | 358 | |
| Tank Holding Corp(1) | Delayed Draw Term Loan | 1,126 | | 1,358 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Tank Holding Corp(1) | Revolver | 491 | | 480 | |
| Tanqueray Bidco Limited(1)(4) | Capex Facility | 1,143 | | 1,153 | |
| Techone B.V.(1)(2)(3) | Revolver | 238 | | 146 | |
| Tencarva Machinery Company, LLC(1)(2) | Revolver | 1,129 | | 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) | Revolver | 1,233 | | 1,233 | |
| The Cleaver-Brooks Company, Inc.(1) | Revolver | 2,768 | | 2,768 | |
| The Hilb Group, LLC(1) | Delayed Draw Term Loan | — | | 672 | |
| Trader Corporation(1)(6) | Revolver | 345 | | 354 | |
| Trintech, Inc.(1) | Revolver | 1,020 | | 1,020 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 2,244 | | 2,244 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 911 | | 1,469 | |
| TSYL Corporate Buyer, Inc.(1) | Revolver | 642 | | 642 | |
| Turbo Buyer, Inc.(1)(2) | Delayed Draw Term Loan | — | | 1,509 | |
| UBC Ledgers Holding AB(1)(2)(9) | Delayed Draw Term Loan | 791 | | 840 | |
| UBC Ledgers Holding AB(1)(2)(9) | Revolver | 262 | | 278 | |
| Union Bidco Limited(1)(4) | Acquisition Facility | 220 | | 222 | |
| United Therapy Holding III GmbH(1)(2)(3) | Acquisition Facility | 621 | | 636 | |
| Unither (Uniholding)(1)(3) | Delayed Draw Term Loan | 468 | | 479 | |
| USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2) | Delayed Draw Term Loan | 2,333 | | 2,360 | |
| W2O Holdings, Inc.(1)(2) | Delayed Draw Term Loan | — | | 107 | |
| West-NR AcquisitionCo., LLC(1) | Delayed Draw Term Loan | 3,750 | | 3,750 | |
| Whitcraft Holdings, Inc.(1) | Revolver | 1,308 | | 2,347 | |
| White Bidco Limited(1) | Delayed Draw Term Loan | 514 | | 514 | |
| Woodland Foods, LLC(1)(2) | Line of Credit | 244 | | 492 | |
| World 50, Inc.(1)(2) | Revolver | 1,703 | | — | |
| WWEC Holdings III Corp(1)(2) | Delayed Draw Term Loan | 6,627 | | — | |
| WWEC Holdings III Corp(1)(2) | Revolver | 3,359 | | 1,514 | |
| Xeinadin Bidco Limited(1)(2)(4) | CAF Term Loan | 3,202 | | 4,125 | |
| ZB Holdco LLC(1)(2) | Delayed Draw Term Loan | 762 | | 2,932 | |
| ZB Holdco LLC(1)(2) | Delayed Draw Term Loan | 4,388 | | — | |
| ZB Holdco LLC(1)(2) | Revolver | 541 | | 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.
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 Ended | | Three Months Ended |
| ($ in thousands, except share and per share amounts) | March 31, 2024 | | March 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 period | 78,202,476 | | | 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.
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”).
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%.
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 $2,467.7 million. As of March 31, 2024 and December 31, 2023, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of March 31, 2024 and December 31, 2023, our investment portfolio consisted of the following investments:
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| ($ in thousands) | Cost | | Percentage of
Total
Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 158,606 | | | 6 | |
| Structured products | 26,435 | | | 1 | | | 25,527 | | | 1 | |
| Equity shares | 271,205 | | | 10 | | | 314,083 | | | 12 | |
| Equity warrants | 34 | | | — | | | 2,637 | | | — | |
| Investment in joint ventures | 45,603 | | | 2 | | | 29,249 | | | 1 | |
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| $ | 2,575,830 | | | 100 | % | | $ | 2,568,911 | | | 100 | % |
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| ($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 148,450 | | | 6 | |
| Structured products | 27,146 | | | 1 | | | 23,947 | | | 1 | |
| Equity shares | 254,999 | | | 10 | | | 297,213 | | | 12 | |
| Equity warrants | 4 | | | — | | | 2,475 | | | — | |
| Investment in joint ventures | 45,143 | | | 2 | | | 28,538 | | | 1 | |
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| $ | 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 $3.6 million of return of capital from one of our joint ventures.
Total portfolio investment activity for the three months ended March 31, 2024 and 2023 was as follows:
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Three Months Ended March 31, 2024: ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | Structured Products | | Equity
Shares | | Equity
Warrants | | Investment in Joint Ventures | | | | Total |
| Fair value, beginning of period | $ | 1,958,306 | | | $ | 148,450 | | | $ | 23,947 | | | $ | 297,213 | | | $ | 2,475 | | | $ | 28,538 | | | | | $ | 2,458,929 | |
| New investments | 250,445 | | | 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/dividends | 568 | | | 789 | | | — | | | 3,219 | | | — | | | — | | | | | 4,576 | |
| Accretion of loan premium/discount | 206 | | | 35 | | | 4 | | | — | | | — | | | — | | | | | 245 | |
| Accretion of deferred loan origination revenue | 3,014 | | | 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 | |
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Three Months Ended March 31, 2023: ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | Structured Products | | Equity
Shares | | Equity
Warrants | | Investment in Joint Ventures | | | | Total |
| Fair value, beginning of period | $ | 1,777,492 | | | $ | 163,899 | | | $ | 25,022 | | | $ | 158,131 | | | $ | 1,083 | | | $ | 32,253 | | | | | $ | 2,157,880 | |
| New investments | 127,129 | | | 663 | | | — | | | 15,349 | | | — | | | — | | | | | 143,141 | |
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| 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/dividends | 1,204 | | | 991 | | | — | | | — | | | — | | | — | | | | | 2,195 | |
| Accretion of loan premium/discount | 151 | | | 48 | | | 3 | | | — | | | — | | | — | | | | | 202 | |
| Accretion of deferred loan origination revenue | 2,482 | | | 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 | |
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 $5.0 million.
Results of Operations
Comparison of the three months ended March 31, 2024 and 2023
Operating results for the three months ended March 31, 2024 and 2023 were as follows:
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Total investment income | $ | 74,294 | | | $ | 59,122 | | | | | |
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| Total operating expenses | 33,479 | | | 26,404 | | | | | |
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| Net investment income before taxes | 40,815 | | | 32,718 | | | | | |
| Income taxes, including excise tax expense | 250 | | | 53 | | | | | |
| Net investment income after taxes | 40,565 | | | 32,665 | | | | | |
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| Net realized gains (losses) | (18,873) | | | (22,384) | | | | | |
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| Net unrealized appreciation (depreciation) | 29,706 | | | 30,246 | | | | | |
| Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts | 10,833 | | | 7,862 | | | | | |
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| Net increase in net assets resulting from operations | $ | 51,398 | | | $ | 40,527 | | | | | |
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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
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
| Investment income: | | | | | | | |
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| Total interest income | $ | 60,553 | | | $ | 49,976 | | | | | |
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| Total dividend income | 6,739 | | | 3,712 | | | | | |
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| Total fee and other income | 4,376 | | | 3,354 | | | | | |
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| Total payment-in-kind interest income | 2,365 | | | 2,071 | | | | | |
| Interest income from cash | 261 | | | 9 | | | | | |
| 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 $2.1 million for the three months ended March 31, 2023.
Operating Expenses
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Operating expenses: | | | | | | | |
| Interest and other financing fees | $ | 24,152 | | | $ | 18,563 | | | | | |
| Base management fee | 4,593 | | | 3,849 | | | | | |
| Incentive management fees | 3,067 | | | 2,594 | | | | | |
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| Other general and administrative expenses | 1,667 | | | 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.
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$0.6 million, respectively. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include Board fees, D&Odirectors’ and officers’ insurance costs, offering costs, legal and accounting expenses and other costs related to our operations.
Net Realized Gains (Losses)
Net realized gains (losses) during the three months ended March 31, 20232024 and 20222023 were as follows:
| | Three Months
Ended | | Three Months
Ended | |
| Three Months
Ended | |
| Three Months
Ended | |
| Three Months
Ended | |
| ($ in thousands) | |
| ($ in thousands) | |
| ($ in thousands) | ($ in thousands) | March 31, 2023 | | March 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 investments | Non-Control / Non-Affiliate investments | $ | (1,177) | | | $ | (143) | | |
| | Net realized gains (losses) on investments | Net realized gains (losses) on investments | (1,177) | | | (143) | | |
| | Net realized gains (losses) on investments | |
| | Net realized gains (losses) on investments | |
| Foreign currency transactions | Foreign 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, 2023 | | March 31, 2022 | |
| | Net unrealized appreciation (depreciation) | Net unrealized appreciation (depreciation) | | | | |
| Non-Control / Non-Affiliate investments | $ | 8,975 | | | $ | (6,120) | | |
| Affiliate investments | 4,802 | | | 14,280 | | |
| | Net unrealized appreciation (depreciation) on investments | 13,777 | | | 8,160 | | |
| Foreign currency transactions | 16,469 | | | 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.
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.
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
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.
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.
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 Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | | A$72,160 | | $47,133 | | 04/08/24 | | $ | (49) | | | | | Derivative liabilities |
| Foreign currency forward contract (AUD) | | $48,934 | | A$72,160 | | 04/08/24 | | 1,850 | | | | | Derivative assets |
| Foreign currency forward contract (AUD) | | $47,900 | | A$73,151 | | 07/08/24 | | 49 | | | | | Derivative assets |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Foreign currency forward contract (CAD) | | C$7,443 | | $5,487 | | 04/08/24 | | 13 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | $5,595 | | C$7,443 | | 04/08/24 | | 95 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | $5,103 | | C$6,924 | | 07/08/24 | | (21) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (DKK) | | 8,068kr. | | $1,171 | | 04/08/24 | | (2) | | | | | Derivative liabilities |
| Foreign currency forward contract (DKK) | | $1,191 | | 8,068kr. | | 04/08/24 | | 22 | | | | | Derivative assets |
| Foreign currency forward contract (DKK) | | $1,183 | | 8,119kr. | | 07/08/24 | | 2 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (EUR) | | €219,164 | | $237,154 | | 04/08/24 | | (411) | | | | | Derivative liabilities |
| Foreign currency forward contract (EUR) | | $240,755 | | €219,164 | | 04/08/24 | | 4,011 | | | | | Derivative assets |
| Foreign currency forward contract (EUR) | | $244,045 | | €224,692 | | 07/08/24 | | 416 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £60,373 | | $76,229 | | 04/08/24 | | 39 | | | | | Derivative assets |
| Foreign currency forward contract (GBP) | | $76,261 | | £60,373 | | 04/08/24 | | (7) | | | | | Derivative liabilities |
| Foreign currency forward contract (GBP) | | $77,273 | | £61,171 | | 07/08/24 | | (41) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Foreign currency forward contract (NZD) | | NZ$9,270 | | $5,565 | | 04/08/24 | | (20) | | | | | Derivative liabilities |
| Foreign currency forward contract (NZD) | | $5,806 | | NZ$9,270 | | 04/08/24 | | 261 | | | | | Derivative assets |
| Foreign currency forward contract (NZD) | | $5,722 | | NZ$9,533 | | 07/08/24 | | 20 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (NOK) | | 43,870kr | | $4,071 | | 04/08/24 | | (27) | | | | | Derivative liabilities |
| Foreign currency forward contract (NOK) | | $4,254 | | 43,870kr | | 04/08/24 | | 209 | | | | | Derivative assets |
| Foreign currency forward contract (NOK) | | $4,095 | | 44,031kr | | 07/08/24 | | 27 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (SEK) | | 20,577kr | | $1,939 | | 04/08/24 | | (14) | | | | | Derivative liabilities |
| Foreign currency forward contract (SEK) | | $2,024 | | 20,577kr | | 04/08/24 | | 99 | | | | | Derivative assets |
| Foreign currency forward contract (SEK) | | $1,957 | | 20,688kr | | 07/08/24 | | 14 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (CHF) | | 6,218Fr. | | $6,863 | | 04/08/24 | | 45 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | $7,403 | | 6,218Fr. | | 04/08/24 | | 495 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | $7,023 | | 6,300Fr. | | 07/08/24 | | (46) | | | | | Derivative liabilities |
| Total | | | | | | $ | 7,029 | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2023 ($ in thousands) Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | | $45,208 | | A$70,473 | | 01/10/24 | | $ | (2,932) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (CAD) | | $5,336 | | C$7,280 | | 01/10/24 | | (178) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (DKK) | | $1,128 | | 7,968kr. | | 01/10/24 | | (55) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (EUR) | | $229,170 | | €216,996 | | 01/10/24 | | (10,903) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £4,844 | | $6,086 | | 01/10/24 | | 85 | | | | | Derivative assets |
| Foreign currency forward contract (GBP) | | $75,288 | | £61,973 | | 01/10/24 | | (3,669) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (NZD) | | $5,519 | | NZ$9,248 | | 01/10/24 | | (342) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (NOK) | | $3,997 | | kr43,081 | | 01/10/24 | | (258) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (SEK) | | $1,868 | | 19,907kr | | 01/10/24 | | (113) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (CHF) | | $6,759 | | 6,137Fr. | | 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 Type | March 31, 2024 | December 31, 2023 |
| Accurus Aerospace Corporation(1)(2) | Revolver | $ | 277 | | $ | 380 | |
| AD Bidco, Inc.(1)(2) | Revolver | 1,863 | | — | |
| AD Bidco, Inc.(1)(2) | Delayed Draw Term Loan | 5,035 | | — | |
| Adhefin International(1)(2)(3) | Delayed Draw Term Loan | 410 | | 419 | |
| AirX Climate Solutions(1) | Delayed Draw Term Loan | 5,010 | | 5,010 | |
| AirX Climate Solutions(1) | Revolver | 1,695 | | 2,050 | |
| AlliA Insurance Brokers NV(1)(3) | Delayed Draw Term Loan | 1,598 | | 1,634 | |
| Americo Chemical Products, LLC(1) | Revolver | 1,400 | | 1,400 | |
| Amtech LLC(1)(2) | Revolver | 838 | | 291 | |
| Anju Software, Inc.(1)(2) | Delayed Draw Term Loan | 36 | | 36 | |
| Aquavista Watersides 2 LTD(1)(2)(4) | Capex / Acquisition Facility | 1,021 | | 1,030 | |
| Arc Education(1)(3) | Delayed Draw Term Loan | 2,518 | | 2,576 | |
| Argus Bidco Limited(1)(2)(4) | CAF Term Loan | 721 | | 1,083 | |
| ASC Communications, LLC(1) | Revolver | 647 | | 647 | |
| Astra Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 623 | | 729 | |
| ATL II MRO Holdings Inc.(1)(2) | Revolver | 2,500 | | 2,500 | |
| Avance Clinical Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 1,455 | | 1,522 | |
| AWP Group Holdings, Inc.(1) | Delayed Draw Term Loan | 237 | | 237 | |
| Azalea Buyer, Inc.(1)(2) | Delayed Draw Term Loan | 644 | | 644 | |
| Azalea Buyer, Inc.(1)(2) | Revolver | 481 | | 481 | |
| Beyond Risk Management, Inc.(1) | Delayed Draw Term Loan | 2,007 | | 2,007 | |
| Biolam Group(1)(2)(3) | Delayed Draw Term Loan | 1,475 | | 1,508 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Bounteous, Inc.(1)(2) | Delayed Draw Term Loan | — | | 2,697 | |
| Brightpay Limited(1)(2)(3) | Delayed Draw Term Loan | 191 | | 195 | |
| BrightSign LLC(1)(2) | Revolver | 222 | | 370 | |
| British Engineering Services Holdco Limited(1)(2)(4) | Acquisition/Capex Facility | 91 | | 92 | |
| CAi Software, LLC(1)(2) | Revolver | 3,740 | | 943 | |
| Cascade Residential Services LLC(1) | Delayed Draw Term Loan | 5,902 | | 7,765 | |
| Cascade Residential Services LLC(1) | Revolver | 1,294 | | 1,294 | |
| CCFF Buyer, LLC(1)(2) | Delayed Draw Term Loan | 3,346 | | — | |
| CCFF Buyer, LLC(1)(2) | Revolver | 1,004 | | — | |
| CGI Parent, LLC(1)(2) | Revolver | 1,653 | | 1,653 | |
| Classic Collision (Summit Buyer, LLC)(1) | Delayed Draw Term Loan | 6,383 | | 8,666 | |
| Comply365, LLC(1)(2) | Revolver | 575 | | 575 | |
| Coyo Uprising GmbH(1)(2)(3) | Delayed Draw Term Loan | 511 | | 523 | |
| DataServ Integrations, LLC(1) | Revolver | 481 | | 481 | |
| DecksDirect, LLC(1)(2) | Revolver | 169 | | 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 Loan | 2,559 | | — | |
| DISA Holdings Corp.(1) | Revolver | 1,282 | | 339 | |
| Dune Group(1)(2)(3) | Delayed Draw Term Loan | 1,027 | | 1,050 | |
| Dwyer Instruments, Inc.(1) | Delayed Draw Term Loan | 171 | | 171 | |
| Eclipse Business Capital, LLC(1) | Revolver | 11,872 | | 12,128 | |
| EMI Porta Holdco LLC(1)(2) | Revolver | 51 | | 346 | |
| eShipping, LLC(1) | Revolver | 608 | | 743 | |
| Eurofins Digital Testing International LUX Holding SARL(1)(2)(3) | Delayed Draw Term Loan | 2,670 | | 2,731 | |
| Events Software BidCo Pty Ltd(1)(2) | Delayed Draw Term Loan | 620 | | 620 | |
| Express Wash Acquisition Company, LLC(1) | Revolver | 115 | | 115 | |
| Faraday(1)(3) | Delayed Draw Term Loan | 1,935 | | 1,980 | |
| Finexvet(1)(3) | Delayed Draw Term Loan | — | | 1,943 | |
| Footco 40 Limited(1)(2)(4) | Delayed Draw Term Loan | 519 | | 524 | |
| Forest Buyer, LLC(1) | Delayed Draw Term Loan | 992 | | — | |
| Forest Buyer, LLC(1) | Revolver | 595 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Delayed Draw Term Loan | 2,538 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Revolver | 2,288 | | — | |
| GB Eagle Buyer, Inc.(1) | Revolver | 3,226 | | 3,226 | |
| Glacis Acquisition S.A.R.L.(1)(2)(3) | Delayed Draw Term Loan | 3,294 | | 5,348 | |
| Global Academic Group Limited(1)(2)(7) | Term Loan | 391 | | 414 | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 86 | | — | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 17 | | 53 | |
| Greenhill II BV(1)(3) | Capex Acquisition Facility | 118 | | 120 | |
| Gusto Aus BidCo Pty Ltd(1)(5) | Delayed Draw Term Loan | 160 | | 167 | |
| HeartHealth Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 239 | | 253 | |
| Heavy Construction Systems Specialists, LLC(1) | Revolver | 2,193 | | 2,193 | |
| HEKA Invest(1)(3) | Delayed Draw Term Loan | 1,124 | | 1,150 | |
| HemaSource, Inc.(1) | Revolver | 2,714 | | 2,590 | |
| HomeX Services Group LLC(1) | Delayed Draw Term Loan | 8,446 | | 8,446 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| HomeX Services Group LLC(1) | Revolver | 3,378 | | 3,378 | |
| HTI Technology & Industries(1)(2) | Delayed Draw Term Loan | 1,691 | | 1,691 | |
| HTI Technology & Industries(1)(2) | Revolver | 1,128 | | 1,128 | |
| Ice House America, L.L.C.(1)(2) | Delayed Draw Term Loan | 247 | | — | |
| Ice House America, L.L.C.(1)(2) | Revolver | 574 | | — | |
| Innovad Group II BV(1)(2)(3) | Delayed Draw Term Loan | 41 | | 42 | |
| INOS 19-090 GmbH(1)(2)(3) | Acquisition Facility | — | | 171 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | 1,213 | | 1,241 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | — | | 115 | |
| InvoCare Limited (1)(2)(5) | Delayed Draw Term Loan | 739 | | 773 | |
| Isolstar Holding NV (IPCOM)(1)(3) | Delayed Draw Term Loan | 342 | | 1,313 | |
| ISTO Technologies II, LLC(1) | Revolver | 1,114 | | 1,114 | |
| ITI Intermodal, Inc.(1)(2) | Revolver | 1,157 | | 1,157 | |
| Jon Bidco Limited(1)(2)(7) | Capex & Acquisition Facility | 555 | | 588 | |
| Jones Fish Hatcheries & Distributors LLC(1) | Revolver | 418 | | 418 | |
| Kano Laboratories LLC(1)(2) | Delayed Draw Term Loan | 2,784 | | — | |
| 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 Loan | 718 | | 734 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Delayed Draw Term Loan | 237 | | 255 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Revolver | 18 | | 18 | |
| LeadsOnline, LLC(1) | Revolver | 3,190 | | 2,679 | |
| Marmoutier Holding B.V.(1)(2)(3) | Delayed Draw Term Loan | 24 | | 18 | |
| Marmoutier Holding B.V.(1)(2)(3) | Revolver | 108 | | 106 | |
| Marshall Excelsior Co.(1) | Revolver | 86 | | 115 | |
| MB Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 4,121 | | — | |
| MB Purchaser, LLC(1)(2) | Revolver | 824 | | — | |
| MC Group Ventures Corporation(1)(2) | Delayed Draw Term Loan | 435 | | 435 | |
| Megawatt Acquisitionco, Inc.(1) | Revolver | 1,995 | | — | |
| Mercell Holding AS(1)(2)(8) | Capex Acquisition Facility | 724 | | 773 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 57 | | 59 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 496 | | 518 | |
| Moonlight Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 556 | | 562 | |
| Narda Acquisitionco., Inc.(1) | Revolver | 1,059 | | 1,059 | |
| NAW Buyer, LLC(1)(2) | Delayed Draw Term Loan | 9,223 | | 9,223 | |
| NAW Buyer, LLC(1)(2) | Revolver | 2,075 | | 1,845 | |
| NeoxCo(1)(3) | Delayed Draw Term Loan | 486 | | 497 | |
| Next Holdco, LLC(1) | Delayed Draw Term Loan | 5,984 | | 5,984 | |
| Next Holdco, LLC(1) | Revolver | 2,321 | | 2,321 | |
| NF Holdco, LLC(1) | Revolver | 1,183 | | 887 | |
| Novotech Aus Bidco Pty Ltd(1) | Capex & Acquisition Facility | 971 | | 971 | |
| NPM Investments 28 BV(1)(3) | Delayed Draw Term Loan | 936 | | 958 | |
| OA Buyer, Inc.(1) | Revolver | 1,154 | | 1,331 | |
| OAC Holdings I Corp(1)(2) | Revolver | 1,076 | | 1,370 | |
| Omni Intermediate Holdings, LLC(1) | Delayed Draw Term Loan | — | | 806 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Revolver | 1,607 | | 1,607 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 5,319 | | 5,319 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Pare SAS (SAS Maurice MARLE)(1)(2) | Delayed Draw Term Loan | 2,100 | | 2,100 | |
| Parkview Dental Holdings, LLC(1)(2) | Delayed Draw Term Loan | 328 | | 328 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 3,939 | | 3,939 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 2,679 | | 2,679 | |
| Polara Enterprises, L.L.C.(1) | Revolver | 947 | | 947 | |
| Premium Invest(1)(3) | Acquisition Facility | 1,255 | | 1,284 | |
| Process Insights Acquisition, Inc.(1) | Delayed Draw Term Loan | 1,220 | | 1,220 | |
| Process Insights Acquisition, Inc.(1) | Revolver | 1,125 | | — | |
| Process Insights Acquisition, Inc.(1) | Revolver | — | | 1,323 | |
| ProfitOptics, LLC(1)(2) | Revolver | 35 | | 84 | |
| Protego Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 163 | | 211 | |
| PSP Intermediate 4, LLC(1)(2)(3) | Delayed Draw Term Loan | 201 | | 206 | |
| Qualified Industries, LLC(1) | Revolver | 364 | | 364 | |
| Questel Unite(1)(2)(3) | Incremental Term Loan | 2,733 | | 2,795 | |
| R1 Holdings, LLC(1) | Delayed Draw Term Loan | 1,682 | | 1,682 | |
| R1 Holdings, LLC(1) | Revolver | 1,947 | | 1,947 | |
| Randys Holdings, Inc.(1) | Delayed Draw Term Loan | 4,854 | | 5,516 | |
| Randys Holdings, Inc.(1) | Revolver | 1,716 | | 1,658 | |
| Rocade Holdings LLC(1) | Preferred Equity | 2,000 | | 2,000 | |
| Rock Labor, LLC(1)(2) | Revolver | 941 | | 941 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 1,229 | | 1,229 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 2,531 | | — | |
| Royal Buyer, LLC(1) | Revolver | 2,330 | | 1,787 | |
| Sanoptis S.A.R.L.(1)(3) | Acquisition Capex Facility | — | | 42 | |
| Sanoptis S.A.R.L.(1)(2)(3) | CAF Term Loan | 691 | | 2,186 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | — | | 151 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | 10,774 | | 15,062 | |
| SBP Holdings LP(1) | Revolver | 710 | | 1,065 | |
| Scaled Agile, Inc.(1)(2) | Revolver | 280 | | 280 | |
| Scout Bidco B.V.(1)(2)(3) | Revolver | 313 | | 320 | |
| Simulation Software Investment Company Pty Ltd(1)(2) | Delayed Draw Term Loan | 408 | | 408 | |
| Sinari Invest(1)(2)(3) | Delayed Draw Term Loan | 604 | | 617 | |
| SISU ACQUISITIONCO., INC(1)(2) | Delayed Draw Term Loan | 80 | | 160 | |
| Smartling, Inc.(1) | Revolver | 1,038 | | 1,038 | |
| SmartShift Group, Inc.(1) | Delayed Draw Term Loan | 5,690 | | 5,690 | |
| SmartShift Group, Inc.(1) | Revolver | 2,731 | | 2,731 | |
| Solo Buyer, L.P.(1) | Revolver | 1,330 | | 1,330 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Delayed Draw Term Loan | 399 | | 399 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Revolver | 117 | | 90 | |
| Spatial Business Systems LLC(1) | Delayed Draw Term Loan | 1,875 | | 1,875 | |
| Spatial Business Systems LLC(1) | Revolver | 1,406 | | 1,406 | |
| SSCP Pegasus Midco Limited(1)(2)(4) | Delayed Draw Term Loan | 331 | | 398 | |
| Superjet Buyer, LLC(1) | Revolver | 1,369 | | 1,369 | |
| SVI International LLC(1) | Delayed Draw Term Loan | 74 | | — | |
| SVI International LLC(1) | Revolver | 74 | | — | |
| Syntax Systems Ltd(1) | Revolver | 259 | | 358 | |
| Tank Holding Corp(1) | Delayed Draw Term Loan | 1,126 | | 1,358 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Tank Holding Corp(1) | Revolver | 491 | | 480 | |
| Tanqueray Bidco Limited(1)(4) | Capex Facility | 1,143 | | 1,153 | |
| Techone B.V.(1)(2)(3) | Revolver | 238 | | 146 | |
| Tencarva Machinery Company, LLC(1)(2) | Revolver | 1,129 | | 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) | Revolver | 1,233 | | 1,233 | |
| The Cleaver-Brooks Company, Inc.(1) | Revolver | 2,768 | | 2,768 | |
| The Hilb Group, LLC(1) | Delayed Draw Term Loan | — | | 672 | |
| Trader Corporation(1)(6) | Revolver | 345 | | 354 | |
| Trintech, Inc.(1) | Revolver | 1,020 | | 1,020 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 2,244 | | 2,244 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 911 | | 1,469 | |
| TSYL Corporate Buyer, Inc.(1) | Revolver | 642 | | 642 | |
| Turbo Buyer, Inc.(1)(2) | Delayed Draw Term Loan | — | | 1,509 | |
| UBC Ledgers Holding AB(1)(2)(9) | Delayed Draw Term Loan | 791 | | 840 | |
| UBC Ledgers Holding AB(1)(2)(9) | Revolver | 262 | | 278 | |
| Union Bidco Limited(1)(4) | Acquisition Facility | 220 | | 222 | |
| United Therapy Holding III GmbH(1)(2)(3) | Acquisition Facility | 621 | | 636 | |
| Unither (Uniholding)(1)(3) | Delayed Draw Term Loan | 468 | | 479 | |
| USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2) | Delayed Draw Term Loan | 2,333 | | 2,360 | |
| W2O Holdings, Inc.(1)(2) | Delayed Draw Term Loan | — | | 107 | |
| West-NR AcquisitionCo., LLC(1) | Delayed Draw Term Loan | 3,750 | | 3,750 | |
| Whitcraft Holdings, Inc.(1) | Revolver | 1,308 | | 2,347 | |
| White Bidco Limited(1) | Delayed Draw Term Loan | 514 | | 514 | |
| Woodland Foods, LLC(1)(2) | Line of Credit | 244 | | 492 | |
| World 50, Inc.(1)(2) | Revolver | 1,703 | | — | |
| WWEC Holdings III Corp(1)(2) | Delayed Draw Term Loan | 6,627 | | — | |
| WWEC Holdings III Corp(1)(2) | Revolver | 3,359 | | 1,514 | |
| Xeinadin Bidco Limited(1)(2)(4) | CAF Term Loan | 3,202 | | 4,125 | |
| ZB Holdco LLC(1)(2) | Delayed Draw Term Loan | 762 | | 2,932 | |
| ZB Holdco LLC(1)(2) | Delayed Draw Term Loan | 4,388 | | — | |
| ZB Holdco LLC(1)(2) | Revolver | 541 | | 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.
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 Ended | | Three Months Ended |
| ($ in thousands, except share and per share amounts) | March 31, 2024 | | March 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 period | 78,202,476 | | | 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.
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”).
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%.
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 $2,467.7 million. As of March 31, 2024 and December 31, 2023, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of March 31, 2024 and December 31, 2023, our investment portfolio consisted of the following investments:
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| ($ in thousands) | Cost | | Percentage of
Total
Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 158,606 | | | 6 | |
| Structured products | 26,435 | | | 1 | | | 25,527 | | | 1 | |
| Equity shares | 271,205 | | | 10 | | | 314,083 | | | 12 | |
| Equity warrants | 34 | | | — | | | 2,637 | | | — | |
| Investment in joint ventures | 45,603 | | | 2 | | | 29,249 | | | 1 | |
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| $ | 2,575,830 | | | 100 | % | | $ | 2,568,911 | | | 100 | % |
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| ($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 148,450 | | | 6 | |
| Structured products | 27,146 | | | 1 | | | 23,947 | | | 1 | |
| Equity shares | 254,999 | | | 10 | | | 297,213 | | | 12 | |
| Equity warrants | 4 | | | — | | | 2,475 | | | — | |
| Investment in joint ventures | 45,143 | | | 2 | | | 28,538 | | | 1 | |
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| $ | 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 $3.6 million of return of capital from one of our joint ventures.
Total portfolio investment activity for the three months ended March 31, 2024 and 2023 was as follows:
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Three Months Ended March 31, 2024: ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | Structured Products | | Equity
Shares | | Equity
Warrants | | Investment in Joint Ventures | | | | Total |
| Fair value, beginning of period | $ | 1,958,306 | | | $ | 148,450 | | | $ | 23,947 | | | $ | 297,213 | | | $ | 2,475 | | | $ | 28,538 | | | | | $ | 2,458,929 | |
| New investments | 250,445 | | | 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/dividends | 568 | | | 789 | | | — | | | 3,219 | | | — | | | — | | | | | 4,576 | |
| Accretion of loan premium/discount | 206 | | | 35 | | | 4 | | | — | | | — | | | — | | | | | 245 | |
| Accretion of deferred loan origination revenue | 3,014 | | | 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 | |
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Three Months Ended March 31, 2023: ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | Structured Products | | Equity
Shares | | Equity
Warrants | | Investment in Joint Ventures | | | | Total |
| Fair value, beginning of period | $ | 1,777,492 | | | $ | 163,899 | | | $ | 25,022 | | | $ | 158,131 | | | $ | 1,083 | | | $ | 32,253 | | | | | $ | 2,157,880 | |
| New investments | 127,129 | | | 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/dividends | 1,204 | | | 991 | | | — | | | — | | | — | | | — | | | | | 2,195 | |
| Accretion of loan premium/discount | 151 | | | 48 | | | 3 | | | — | | | — | | | — | | | | | 202 | |
| Accretion of deferred loan origination revenue | 2,482 | | | 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 | |
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 $5.0 million.
Results of Operations
Comparison of the three months ended March 31, 2024 and 2023
Operating results for the three months ended March 31, 2024 and 2023 were as follows:
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Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Total investment income | $ | 74,294 | | | $ | 59,122 | | | | | |
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| Total operating expenses | 33,479 | | | 26,404 | | | | | |
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| Net investment income before taxes | 40,815 | | | 32,718 | | | | | |
| Income taxes, including excise tax expense | 250 | | | 53 | | | | | |
| Net investment income after taxes | 40,565 | | | 32,665 | | | | | |
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| Net realized gains (losses) | (18,873) | | | (22,384) | | | | | |
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| Net unrealized appreciation (depreciation) | 29,706 | | | 30,246 | | | | | |
| Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts | 10,833 | | | 7,862 | | | | | |
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| Net increase in net assets resulting from operations | $ | 51,398 | | | $ | 40,527 | | | | | |
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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
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| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Total interest income | $ | 60,553 | | | $ | 49,976 | | | | | |
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| Total dividend income | 6,739 | | | 3,712 | | | | | |
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| Total fee and other income | 4,376 | | | 3,354 | | | | | |
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| Total payment-in-kind interest income | 2,365 | | | 2,071 | | | | | |
| Interest income from cash | 261 | | | 9 | | | | | |
| 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 $2.1 million for the three months ended March 31, 2023.
Operating Expenses
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| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Operating expenses: | | | | | | | |
| Interest and other financing fees | $ | 24,152 | | | $ | 18,563 | | | | | |
| Base management fee | 4,593 | | | 3,849 | | | | | |
| Incentive management fees | 3,067 | | | 2,594 | | | | | |
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| Other general and administrative expenses | 1,667 | | | 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, 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 $0.6 million, respectively. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include Board fees, directors’ and officers’ insurance costs, legal and accounting expenses and other costs related to our operations.
Net Realized Gains (Losses)
Net realized gains (losses) during the three months ended March 31, 2024 and 2023 were as follows:
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Net realized gains (losses): | | | | | | | |
| Non-Control / Non-Affiliate investments | $ | (3,559) | | | $ | (1,177) | | | | | |
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| 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) | | | | | |
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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 $0.2 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three months ended March 31, 2024 and 2023 were as follows:
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Net unrealized appreciation (depreciation) | | | | | | | |
| Non-Control / Non-Affiliate investments | $ | 2,907 | | | $ | 8,975 | | | | | |
| Affiliate investments | (991) | | | 4,802 | | | | | |
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| Net unrealized appreciation (depreciation) on investments | 1,916 | | | 13,777 | | | | | |
| Foreign currency transactions | 1,850 | | | (2,663) | | | | | |
| Forward currency contracts | 25,940 | | | 19,132 | | | | | |
| Net unrealized appreciation (depreciation) | $ | 29,706 | | | $ | 30,246 | | | | | |
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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.
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.
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
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 $(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 2024 and December 31, 2023, the Company had no secured borrowings (“Secured Borrowings”) outstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of March 31, 2024 ($ in thousands) Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | | A$72,160 | | $47,133 | | 04/08/24 | | $ | (49) | | | | | Derivative liabilities |
| Foreign currency forward contract (AUD) | | $48,934 | | A$72,160 | | 04/08/24 | | 1,850 | | | | | Derivative assets |
| Foreign currency forward contract (AUD) | | $47,900 | | A$73,151 | | 07/08/24 | | 49 | | | | | Derivative assets |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Foreign currency forward contract (CAD) | | C$7,443 | | $5,487 | | 04/08/24 | | 13 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | $5,595 | | C$7,443 | | 04/08/24 | | 95 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | $5,103 | | C$6,924 | | 07/08/24 | | (21) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (DKK) | | 8,068kr. | | $1,171 | | 04/08/24 | | (2) | | | | | Derivative liabilities |
| Foreign currency forward contract (DKK) | | $1,191 | | 8,068kr. | | 04/08/24 | | 22 | | | | | Derivative assets |
| Foreign currency forward contract (DKK) | | $1,183 | | 8,119kr. | | 07/08/24 | | 2 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (EUR) | | €219,164 | | $237,154 | | 04/08/24 | | (411) | | | | | Derivative liabilities |
| Foreign currency forward contract (EUR) | | $240,755 | | €219,164 | | 04/08/24 | | 4,011 | | | | | Derivative assets |
| Foreign currency forward contract (EUR) | | $244,045 | | €224,692 | | 07/08/24 | | 416 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £60,373 | | $76,229 | | 04/08/24 | | 39 | | | | | Derivative assets |
| Foreign currency forward contract (GBP) | | $76,261 | | £60,373 | | 04/08/24 | | (7) | | | | | Derivative liabilities |
| Foreign currency forward contract (GBP) | | $77,273 | | £61,171 | | 07/08/24 | | (41) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Foreign currency forward contract (NZD) | | NZ$9,270 | | $5,565 | | 04/08/24 | | (20) | | | | | Derivative liabilities |
| Foreign currency forward contract (NZD) | | $5,806 | | NZ$9,270 | | 04/08/24 | | 261 | | | | | Derivative assets |
| Foreign currency forward contract (NZD) | | $5,722 | | NZ$9,533 | | 07/08/24 | | 20 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (NOK) | | 43,870kr | | $4,071 | | 04/08/24 | | (27) | | | | | Derivative liabilities |
| Foreign currency forward contract (NOK) | | $4,254 | | 43,870kr | | 04/08/24 | | 209 | | | | | Derivative assets |
| Foreign currency forward contract (NOK) | | $4,095 | | 44,031kr | | 07/08/24 | | 27 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (SEK) | | 20,577kr | | $1,939 | | 04/08/24 | | (14) | | | | | Derivative liabilities |
| Foreign currency forward contract (SEK) | | $2,024 | | 20,577kr | | 04/08/24 | | 99 | | | | | Derivative assets |
| Foreign currency forward contract (SEK) | | $1,957 | | 20,688kr | | 07/08/24 | | 14 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (CHF) | | 6,218Fr. | | $6,863 | | 04/08/24 | | 45 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | $7,403 | | 6,218Fr. | | 04/08/24 | | 495 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | $7,023 | | 6,300Fr. | | 07/08/24 | | (46) | | | | | Derivative liabilities |
| Total | | | | | | $ | 7,029 | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2023 ($ in thousands) Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | | $45,208 | | A$70,473 | | 01/10/24 | | $ | (2,932) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (CAD) | | $5,336 | | C$7,280 | | 01/10/24 | | (178) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (DKK) | | $1,128 | | 7,968kr. | | 01/10/24 | | (55) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (EUR) | | $229,170 | | €216,996 | | 01/10/24 | | (10,903) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £4,844 | | $6,086 | | 01/10/24 | | 85 | | | | | Derivative assets |
| Foreign currency forward contract (GBP) | | $75,288 | | £61,973 | | 01/10/24 | | (3,669) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (NZD) | | $5,519 | | NZ$9,248 | | 01/10/24 | | (342) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (NOK) | | $3,997 | | kr43,081 | | 01/10/24 | | (258) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (SEK) | | $1,868 | | 19,907kr | | 01/10/24 | | (113) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (CHF) | | $6,759 | | 6,137Fr. | | 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 Type | March 31, 2024 | December 31, 2023 |
| Accurus Aerospace Corporation(1)(2) | Revolver | $ | 277 | | $ | 380 | |
| AD Bidco, Inc.(1)(2) | Revolver | 1,863 | | — | |
| AD Bidco, Inc.(1)(2) | Delayed Draw Term Loan | 5,035 | | — | |
| Adhefin International(1)(2)(3) | Delayed Draw Term Loan | 410 | | 419 | |
| AirX Climate Solutions(1) | Delayed Draw Term Loan | 5,010 | | 5,010 | |
| AirX Climate Solutions(1) | Revolver | 1,695 | | 2,050 | |
| AlliA Insurance Brokers NV(1)(3) | Delayed Draw Term Loan | 1,598 | | 1,634 | |
| Americo Chemical Products, LLC(1) | Revolver | 1,400 | | 1,400 | |
| Amtech LLC(1)(2) | Revolver | 838 | | 291 | |
| Anju Software, Inc.(1)(2) | Delayed Draw Term Loan | 36 | | 36 | |
| Aquavista Watersides 2 LTD(1)(2)(4) | Capex / Acquisition Facility | 1,021 | | 1,030 | |
| Arc Education(1)(3) | Delayed Draw Term Loan | 2,518 | | 2,576 | |
| Argus Bidco Limited(1)(2)(4) | CAF Term Loan | 721 | | 1,083 | |
| ASC Communications, LLC(1) | Revolver | 647 | | 647 | |
| Astra Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 623 | | 729 | |
| ATL II MRO Holdings Inc.(1)(2) | Revolver | 2,500 | | 2,500 | |
| Avance Clinical Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 1,455 | | 1,522 | |
| AWP Group Holdings, Inc.(1) | Delayed Draw Term Loan | 237 | | 237 | |
| Azalea Buyer, Inc.(1)(2) | Delayed Draw Term Loan | 644 | | 644 | |
| Azalea Buyer, Inc.(1)(2) | Revolver | 481 | | 481 | |
| Beyond Risk Management, Inc.(1) | Delayed Draw Term Loan | 2,007 | | 2,007 | |
| Biolam Group(1)(2)(3) | Delayed Draw Term Loan | 1,475 | | 1,508 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Bounteous, Inc.(1)(2) | Delayed Draw Term Loan | — | | 2,697 | |
| Brightpay Limited(1)(2)(3) | Delayed Draw Term Loan | 191 | | 195 | |
| BrightSign LLC(1)(2) | Revolver | 222 | | 370 | |
| British Engineering Services Holdco Limited(1)(2)(4) | Acquisition/Capex Facility | 91 | | 92 | |
| CAi Software, LLC(1)(2) | Revolver | 3,740 | | 943 | |
| Cascade Residential Services LLC(1) | Delayed Draw Term Loan | 5,902 | | 7,765 | |
| Cascade Residential Services LLC(1) | Revolver | 1,294 | | 1,294 | |
| CCFF Buyer, LLC(1)(2) | Delayed Draw Term Loan | 3,346 | | — | |
| CCFF Buyer, LLC(1)(2) | Revolver | 1,004 | | — | |
| CGI Parent, LLC(1)(2) | Revolver | 1,653 | | 1,653 | |
| Classic Collision (Summit Buyer, LLC)(1) | Delayed Draw Term Loan | 6,383 | | 8,666 | |
| Comply365, LLC(1)(2) | Revolver | 575 | | 575 | |
| Coyo Uprising GmbH(1)(2)(3) | Delayed Draw Term Loan | 511 | | 523 | |
| DataServ Integrations, LLC(1) | Revolver | 481 | | 481 | |
| DecksDirect, LLC(1)(2) | Revolver | 169 | | 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 Loan | 2,559 | | — | |
| DISA Holdings Corp.(1) | Revolver | 1,282 | | 339 | |
| Dune Group(1)(2)(3) | Delayed Draw Term Loan | 1,027 | | 1,050 | |
| Dwyer Instruments, Inc.(1) | Delayed Draw Term Loan | 171 | | 171 | |
| Eclipse Business Capital, LLC(1) | Revolver | 11,872 | | 12,128 | |
| EMI Porta Holdco LLC(1)(2) | Revolver | 51 | | 346 | |
| eShipping, LLC(1) | Revolver | 608 | | 743 | |
| Eurofins Digital Testing International LUX Holding SARL(1)(2)(3) | Delayed Draw Term Loan | 2,670 | | 2,731 | |
| Events Software BidCo Pty Ltd(1)(2) | Delayed Draw Term Loan | 620 | | 620 | |
| Express Wash Acquisition Company, LLC(1) | Revolver | 115 | | 115 | |
| Faraday(1)(3) | Delayed Draw Term Loan | 1,935 | | 1,980 | |
| Finexvet(1)(3) | Delayed Draw Term Loan | — | | 1,943 | |
| Footco 40 Limited(1)(2)(4) | Delayed Draw Term Loan | 519 | | 524 | |
| Forest Buyer, LLC(1) | Delayed Draw Term Loan | 992 | | — | |
| Forest Buyer, LLC(1) | Revolver | 595 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Delayed Draw Term Loan | 2,538 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Revolver | 2,288 | | — | |
| GB Eagle Buyer, Inc.(1) | Revolver | 3,226 | | 3,226 | |
| Glacis Acquisition S.A.R.L.(1)(2)(3) | Delayed Draw Term Loan | 3,294 | | 5,348 | |
| Global Academic Group Limited(1)(2)(7) | Term Loan | 391 | | 414 | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 86 | | — | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 17 | | 53 | |
| Greenhill II BV(1)(3) | Capex Acquisition Facility | 118 | | 120 | |
| Gusto Aus BidCo Pty Ltd(1)(5) | Delayed Draw Term Loan | 160 | | 167 | |
| HeartHealth Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 239 | | 253 | |
| Heavy Construction Systems Specialists, LLC(1) | Revolver | 2,193 | | 2,193 | |
| HEKA Invest(1)(3) | Delayed Draw Term Loan | 1,124 | | 1,150 | |
| HemaSource, Inc.(1) | Revolver | 2,714 | | 2,590 | |
| HomeX Services Group LLC(1) | Delayed Draw Term Loan | 8,446 | | 8,446 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| HomeX Services Group LLC(1) | Revolver | 3,378 | | 3,378 | |
| HTI Technology & Industries(1)(2) | Delayed Draw Term Loan | 1,691 | | 1,691 | |
| HTI Technology & Industries(1)(2) | Revolver | 1,128 | | 1,128 | |
| Ice House America, L.L.C.(1)(2) | Delayed Draw Term Loan | 247 | | — | |
| Ice House America, L.L.C.(1)(2) | Revolver | 574 | | — | |
| Innovad Group II BV(1)(2)(3) | Delayed Draw Term Loan | 41 | | 42 | |
| INOS 19-090 GmbH(1)(2)(3) | Acquisition Facility | — | | 171 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | 1,213 | | 1,241 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | — | | 115 | |
| InvoCare Limited (1)(2)(5) | Delayed Draw Term Loan | 739 | | 773 | |
| Isolstar Holding NV (IPCOM)(1)(3) | Delayed Draw Term Loan | 342 | | 1,313 | |
| ISTO Technologies II, LLC(1) | Revolver | 1,114 | | 1,114 | |
| ITI Intermodal, Inc.(1)(2) | Revolver | 1,157 | | 1,157 | |
| Jon Bidco Limited(1)(2)(7) | Capex & Acquisition Facility | 555 | | 588 | |
| Jones Fish Hatcheries & Distributors LLC(1) | Revolver | 418 | | 418 | |
| Kano Laboratories LLC(1)(2) | Delayed Draw Term Loan | 2,784 | | — | |
| 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 Loan | 718 | | 734 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Delayed Draw Term Loan | 237 | | 255 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Revolver | 18 | | 18 | |
| LeadsOnline, LLC(1) | Revolver | 3,190 | | 2,679 | |
| Marmoutier Holding B.V.(1)(2)(3) | Delayed Draw Term Loan | 24 | | 18 | |
| Marmoutier Holding B.V.(1)(2)(3) | Revolver | 108 | | 106 | |
| Marshall Excelsior Co.(1) | Revolver | 86 | | 115 | |
| MB Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 4,121 | | — | |
| MB Purchaser, LLC(1)(2) | Revolver | 824 | | — | |
| MC Group Ventures Corporation(1)(2) | Delayed Draw Term Loan | 435 | | 435 | |
| Megawatt Acquisitionco, Inc.(1) | Revolver | 1,995 | | — | |
| Mercell Holding AS(1)(2)(8) | Capex Acquisition Facility | 724 | | 773 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 57 | | 59 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 496 | | 518 | |
| Moonlight Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 556 | | 562 | |
| Narda Acquisitionco., Inc.(1) | Revolver | 1,059 | | 1,059 | |
| NAW Buyer, LLC(1)(2) | Delayed Draw Term Loan | 9,223 | | 9,223 | |
| NAW Buyer, LLC(1)(2) | Revolver | 2,075 | | 1,845 | |
| NeoxCo(1)(3) | Delayed Draw Term Loan | 486 | | 497 | |
| Next Holdco, LLC(1) | Delayed Draw Term Loan | 5,984 | | 5,984 | |
| Next Holdco, LLC(1) | Revolver | 2,321 | | 2,321 | |
| NF Holdco, LLC(1) | Revolver | 1,183 | | 887 | |
| Novotech Aus Bidco Pty Ltd(1) | Capex & Acquisition Facility | 971 | | 971 | |
| NPM Investments 28 BV(1)(3) | Delayed Draw Term Loan | 936 | | 958 | |
| OA Buyer, Inc.(1) | Revolver | 1,154 | | 1,331 | |
| OAC Holdings I Corp(1)(2) | Revolver | 1,076 | | 1,370 | |
| Omni Intermediate Holdings, LLC(1) | Delayed Draw Term Loan | — | | 806 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Revolver | 1,607 | | 1,607 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 5,319 | | 5,319 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Pare SAS (SAS Maurice MARLE)(1)(2) | Delayed Draw Term Loan | 2,100 | | 2,100 | |
| Parkview Dental Holdings, LLC(1)(2) | Delayed Draw Term Loan | 328 | | 328 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 3,939 | | 3,939 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 2,679 | | 2,679 | |
| Polara Enterprises, L.L.C.(1) | Revolver | 947 | | 947 | |
| Premium Invest(1)(3) | Acquisition Facility | 1,255 | | 1,284 | |
| Process Insights Acquisition, Inc.(1) | Delayed Draw Term Loan | 1,220 | | 1,220 | |
| Process Insights Acquisition, Inc.(1) | Revolver | 1,125 | | — | |
| Process Insights Acquisition, Inc.(1) | Revolver | — | | 1,323 | |
| ProfitOptics, LLC(1)(2) | Revolver | 35 | | 84 | |
| Protego Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 163 | | 211 | |
| PSP Intermediate 4, LLC(1)(2)(3) | Delayed Draw Term Loan | 201 | | 206 | |
| Qualified Industries, LLC(1) | Revolver | 364 | | 364 | |
| Questel Unite(1)(2)(3) | Incremental Term Loan | 2,733 | | 2,795 | |
| R1 Holdings, LLC(1) | Delayed Draw Term Loan | 1,682 | | 1,682 | |
| R1 Holdings, LLC(1) | Revolver | 1,947 | | 1,947 | |
| Randys Holdings, Inc.(1) | Delayed Draw Term Loan | 4,854 | | 5,516 | |
| Randys Holdings, Inc.(1) | Revolver | 1,716 | | 1,658 | |
| Rocade Holdings LLC(1) | Preferred Equity | 2,000 | | 2,000 | |
| Rock Labor, LLC(1)(2) | Revolver | 941 | | 941 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 1,229 | | 1,229 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 2,531 | | — | |
| Royal Buyer, LLC(1) | Revolver | 2,330 | | 1,787 | |
| Sanoptis S.A.R.L.(1)(3) | Acquisition Capex Facility | — | | 42 | |
| Sanoptis S.A.R.L.(1)(2)(3) | CAF Term Loan | 691 | | 2,186 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | — | | 151 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | 10,774 | | 15,062 | |
| SBP Holdings LP(1) | Revolver | 710 | | 1,065 | |
| Scaled Agile, Inc.(1)(2) | Revolver | 280 | | 280 | |
| Scout Bidco B.V.(1)(2)(3) | Revolver | 313 | | 320 | |
| Simulation Software Investment Company Pty Ltd(1)(2) | Delayed Draw Term Loan | 408 | | 408 | |
| Sinari Invest(1)(2)(3) | Delayed Draw Term Loan | 604 | | 617 | |
| SISU ACQUISITIONCO., INC(1)(2) | Delayed Draw Term Loan | 80 | | 160 | |
| Smartling, Inc.(1) | Revolver | 1,038 | | 1,038 | |
| SmartShift Group, Inc.(1) | Delayed Draw Term Loan | 5,690 | | 5,690 | |
| SmartShift Group, Inc.(1) | Revolver | 2,731 | | 2,731 | |
| Solo Buyer, L.P.(1) | Revolver | 1,330 | | 1,330 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Delayed Draw Term Loan | 399 | | 399 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Revolver | 117 | | 90 | |
| Spatial Business Systems LLC(1) | Delayed Draw Term Loan | 1,875 | | 1,875 | |
| Spatial Business Systems LLC(1) | Revolver | 1,406 | | 1,406 | |
| SSCP Pegasus Midco Limited(1)(2)(4) | Delayed Draw Term Loan | 331 | | 398 | |
| Superjet Buyer, LLC(1) | Revolver | 1,369 | | 1,369 | |
| SVI International LLC(1) | Delayed Draw Term Loan | 74 | | — | |
| SVI International LLC(1) | Revolver | 74 | | — | |
| Syntax Systems Ltd(1) | Revolver | 259 | | 358 | |
| Tank Holding Corp(1) | Delayed Draw Term Loan | 1,126 | | 1,358 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Tank Holding Corp(1) | Revolver | 491 | | 480 | |
| Tanqueray Bidco Limited(1)(4) | Capex Facility | 1,143 | | 1,153 | |
| Techone B.V.(1)(2)(3) | Revolver | 238 | | 146 | |
| Tencarva Machinery Company, LLC(1)(2) | Revolver | 1,129 | | 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) | Revolver | 1,233 | | 1,233 | |
| The Cleaver-Brooks Company, Inc.(1) | Revolver | 2,768 | | 2,768 | |
| The Hilb Group, LLC(1) | Delayed Draw Term Loan | — | | 672 | |
| Trader Corporation(1)(6) | Revolver | 345 | | 354 | |
| Trintech, Inc.(1) | Revolver | 1,020 | | 1,020 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 2,244 | | 2,244 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 911 | | 1,469 | |
| TSYL Corporate Buyer, Inc.(1) | Revolver | 642 | | 642 | |
| Turbo Buyer, Inc.(1)(2) | Delayed Draw Term Loan | — | | 1,509 | |
| UBC Ledgers Holding AB(1)(2)(9) | Delayed Draw Term Loan | 791 | | 840 | |
| UBC Ledgers Holding AB(1)(2)(9) | Revolver | 262 | | 278 | |
| Union Bidco Limited(1)(4) | Acquisition Facility | 220 | | 222 | |
| United Therapy Holding III GmbH(1)(2)(3) | Acquisition Facility | 621 | | 636 | |
| Unither (Uniholding)(1)(3) | Delayed Draw Term Loan | 468 | | 479 | |
| USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2) | Delayed Draw Term Loan | 2,333 | | 2,360 | |
| W2O Holdings, Inc.(1)(2) | Delayed Draw Term Loan | — | | 107 | |
| West-NR AcquisitionCo., LLC(1) | Delayed Draw Term Loan | 3,750 | | 3,750 | |
| Whitcraft Holdings, Inc.(1) | Revolver | 1,308 | | 2,347 | |
| White Bidco Limited(1) | Delayed Draw Term Loan | 514 | | 514 | |
| Woodland Foods, LLC(1)(2) | Line of Credit | 244 | | 492 | |
| World 50, Inc.(1)(2) | Revolver | 1,703 | | — | |
| WWEC Holdings III Corp(1)(2) | Delayed Draw Term Loan | 6,627 | | — | |
| WWEC Holdings III Corp(1)(2) | Revolver | 3,359 | | 1,514 | |
| Xeinadin Bidco Limited(1)(2)(4) | CAF Term Loan | 3,202 | | 4,125 | |
| ZB Holdco LLC(1)(2) | Delayed Draw Term Loan | 762 | | 2,932 | |
| ZB Holdco LLC(1)(2) | Delayed Draw Term Loan | 4,388 | | — | |
| ZB Holdco LLC(1)(2) | Revolver | 541 | | 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.
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 Ended | | Three Months Ended |
| ($ in thousands, except share and per share amounts) | March 31, 2024 | | March 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 period | 78,202,476 | | | 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.
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”).
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%.
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 $2,467.7 million. As of March 31, 2024 and December 31, 2023, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of March 31, 2024 and December 31, 2023, our investment portfolio consisted of the following investments:
| | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands) | Cost | | Percentage of
Total
Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 158,606 | | | 6 | |
| Structured products | 26,435 | | | 1 | | | 25,527 | | | 1 | |
| Equity shares | 271,205 | | | 10 | | | 314,083 | | | 12 | |
| Equity warrants | 34 | | | — | | | 2,637 | | | — | |
| Investment in joint ventures | 45,603 | | | 2 | | | 29,249 | | | 1 | |
| | | | | | | |
| $ | 2,575,830 | | | 100 | % | | $ | 2,568,911 | | | 100 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 148,450 | | | 6 | |
| Structured products | 27,146 | | | 1 | | | 23,947 | | | 1 | |
| Equity shares | 254,999 | | | 10 | | | 297,213 | | | 12 | |
| Equity warrants | 4 | | | — | | | 2,475 | | | — | |
| Investment in joint ventures | 45,143 | | | 2 | | | 28,538 | | | 1 | |
| | | | | | | |
| $ | 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 $3.6 million of return of capital from one of our joint ventures.
Total portfolio investment activity for the three months ended March 31, 2024 and 2023 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2024: ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | Structured Products | | Equity
Shares | | Equity
Warrants | | Investment in Joint Ventures | | | | Total |
| Fair value, beginning of period | $ | 1,958,306 | | | $ | 148,450 | | | $ | 23,947 | | | $ | 297,213 | | | $ | 2,475 | | | $ | 28,538 | | | | | $ | 2,458,929 | |
| New investments | 250,445 | | | 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/dividends | 568 | | | 789 | | | — | | | 3,219 | | | — | | | — | | | | | 4,576 | |
| Accretion of loan premium/discount | 206 | | | 35 | | | 4 | | | — | | | — | | | — | | | | | 245 | |
| Accretion of deferred loan origination revenue | 3,014 | | | 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 Products | | Equity
Shares | | Equity
Warrants | | Investment in Joint Ventures | | | | Total |
| Fair value, beginning of period | $ | 1,777,492 | | | $ | 163,899 | | | $ | 25,022 | | | $ | 158,131 | | | $ | 1,083 | | | $ | 32,253 | | | | | $ | 2,157,880 | |
| New investments | 127,129 | | | 663 | | | — | | | 15,349 | | | — | | | — | | | | | 143,141 | |
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| 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/dividends | 1,204 | | | 991 | | | — | | | — | | | — | | | — | | | | | 2,195 | |
| Accretion of loan premium/discount | 151 | | | 48 | | | 3 | | | — | | | — | | | — | | | | | 202 | |
| Accretion of deferred loan origination revenue | 2,482 | | | 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 | |
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 $5.0 million.
Results of Operations
Comparison of the three months ended March 31, 2024 and 2023
Operating results for the three months ended March 31, 2024 and 2023 were as follows:
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Total investment income | $ | 74,294 | | | $ | 59,122 | | | | | |
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| Total operating expenses | 33,479 | | | 26,404 | | | | | |
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| Net investment income before taxes | 40,815 | | | 32,718 | | | | | |
| Income taxes, including excise tax expense | 250 | | | 53 | | | | | |
| Net investment income after taxes | 40,565 | | | 32,665 | | | | | |
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| Net realized gains (losses) | (18,873) | | | (22,384) | | | | | |
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| Net unrealized appreciation (depreciation) | 29,706 | | | 30,246 | | | | | |
| Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts | 10,833 | | | 7,862 | | | | | |
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| Net increase in net assets resulting from operations | $ | 51,398 | | | $ | 40,527 | | | | | |
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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
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Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
| Investment income: | | | | | | | |
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| Total interest income | $ | 60,553 | | | $ | 49,976 | | | | | |
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| Total dividend income | 6,739 | | | 3,712 | | | | | |
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| Total fee and other income | 4,376 | | | 3,354 | | | | | |
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| Total payment-in-kind interest income | 2,365 | | | 2,071 | | | | | |
| Interest income from cash | 261 | | | 9 | | | | | |
| 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 $2.1 million for the three months ended March 31, 2023.
Operating Expenses
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Operating expenses: | | | | | | | |
| Interest and other financing fees | $ | 24,152 | | | $ | 18,563 | | | | | |
| Base management fee | 4,593 | | | 3,849 | | | | | |
| Incentive management fees | 3,067 | | | 2,594 | | | | | |
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| Other general and administrative expenses | 1,667 | | | 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 $0.6 million, respectively. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include Board fees, directors’ and officers’ insurance costs, legal and accounting expenses and other costs related to our operations.
Net Realized Gains (Losses)
Net realized gains (losses) during the three months ended March 31, 2024 and 2023 were as follows:
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Net realized gains (losses): | | | | | | | |
| Non-Control / Non-Affiliate investments | $ | (3,559) | | | $ | (1,177) | | | | | |
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| 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) | | | | | |
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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 $0.2 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three months ended March 31, 2024 and 2023 were as follows:
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Net unrealized appreciation (depreciation) | | | | | | | |
| Non-Control / Non-Affiliate investments | $ | 2,907 | | | $ | 8,975 | | | | | |
| Affiliate investments | (991) | | | 4,802 | | | | | |
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| Net unrealized appreciation (depreciation) on investments | 1,916 | | | 13,777 | | | | | |
| Foreign currency transactions | 1,850 | | | (2,663) | | | | | |
| Forward currency contracts | 25,940 | | | 19,132 | | | | | |
| Net unrealized appreciation (depreciation) | $ | 29,706 | | | $ | 30,246 | | | | | |
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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.
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.
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
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”).
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
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
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.
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.
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 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
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 Value | | Valuation
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 Analysis | | Market Yield | | 6.1% – 27.0% | | 11.0% | | Decrease |
| | | | | | | | | | |
| 35,792 | | | Market Approach | | Adjusted EBITDA Multiple | | 0.9x – 12.5x | | 8.2x | | Increase |
| 279,000 | | | Recent Transaction | | Transaction Price | | 95.6% – 100.0% | | 98.0% | | Increase |
| Subordinated debt and 2nd lien notes | 119,294 | | | Yield Analysis | | Market Yield | | 9.0% – 54.2% | | 14.3% | | Decrease |
| 17,380 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.0x – 11.0x | | 8.1x | | Increase |
| 3,750 | | | Recent Transaction | | Transaction Price | | 100.0% | | 100.0% | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Equity shares | 26,204 | | | Yield Analysis | | Market Yield | | 10.5% – 14.2% | | 12.4% | | Decrease |
| 260,673 | | | Market Approach | | Adjusted EBITDA Multiple | | 5.5x – 27.5x | | 10.9x | | Increase |
| 1,766 | | | Market Approach | | Revenue Multiple | | 6.0x – 9.3x | | 6.6x | | Increase |
| 8,027 | | | Discounted Cash Flow Analysis | | Discount Rate | | 14.5% | | 14.5% | | Decrease |
| 5,892 | | | Net Asset Approach | | Liabilities | | $(64,894.6) | | $(64,894.6) | | Decrease |
| 1,928 | | | Recent Transaction | | Transaction Price | | $0.00 – $1,037.50 | | $419.92 | | Increase |
| Equity warrants | 2,593 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.3x – 12.5x | | 7.5x | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
(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 $25.1 million transitioned from a yield analysis to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2023 ($ in thousands)(3) | Fair Value | | Valuation
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 Analysis | | Market Yield | | 7.8% – 26.1% | | 11.5% | | Decrease |
| | | | | | | | | | |
| 17,693 | | | Market Approach | | Adjusted EBITDA Multiple | | 1.1x – 12.5x | | 6.5x | | Increase |
| 184,932 | | | Recent Transaction | | Transaction Price | | 95.0% – 100.0% | | 97.7% | | Increase |
Subordinated debt and 2nd lien notes(2) | 121,811 | | | Yield Analysis | | Market Yield | | 8.5% – 21.0% | | 13.8% | | Decrease |
| 7,123 | | | Market Approach | | Adjusted EBITDA Multiple | | 11.0x | | 11.0x | | Increase |
| | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Equity shares | 8,788 | | | Yield Analysis | | Market Yield | | 14.6% | | 14.6% | | Decrease |
| 274,281 | | | Market Approach | | Adjusted EBITDA Multiple | | 4.8x – 30.0x | | 11.0x | | Increase |
| 1,789 | | | Market Approach | | Revenue Multiple | | 6.5x – 9.5x | | 6.8x | | Increase |
| 6,080 | | | Discounted Cash Flow Analysis | | Discount Rate | | 14.2% | | 14.2% | | Decrease |
| 5,327 | | | Net Asset Approach | | Liabilities | | $(55,281.8) | | $(55,281.8) | | Decrease |
| 873 | | | Recent Transaction | | Transaction Price | | $1.00 – $10.00 | | $4.07 | | Increase |
| Equity warrants | 2,475 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.3x – 12.5x | | 7.3x | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
(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 $6.5 million transitioned from a discounted cash flow analysis to a broker quote valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of March 31, 2024 and December 31, 2023, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value as of March 31, 2024 |
| ($ in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
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 shares | 9,593 | | | — | | | 304,490 | | | 314,083 | |
| Equity warrants | 44 | | | — | | | 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 1 | | Level 2 | | Level 3 | | Total |
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 shares | 75 | | | — | | | 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 Products | | Equity Shares | | Equity Warrants | | Total |
| Fair value, beginning of period | $ | 1,915,633 | | | $ | 130,273 | | | $ | 15,705 | | | $ | 297,138 | | | $ | 2,475 | | | $ | 2,361,224 | |
| New investments | 250,445 | | | 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/dividends | 568 | | | 789 | | | — | | | 3,219 | | | — | | | 4,576 | |
| | | | | | | | | | | |
| Accretion of loan premium/discount | 186 | | | — | | | — | | | — | | | — | | | 186 | |
| Accretion of deferred loan origination revenue | 3,014 | | | 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 | |
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 Products | | Equity Shares | | Equity Warrants | | Total |
| Fair value, beginning of period | $ | 1,736,050 | | | $ | 143,294 | | | $ | 16,380 | | | $ | 157,313 | | | $ | 1,083 | | | $ | 2,054,120 | |
| New investments | 127,129 | | | 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/dividends | 1,204 | | | 991 | | | | | — | | | — | | | 2,195 | |
| | | | | | | | | | | |
| Accretion of loan premium/discount | 141 | | | 46 | | | — | | | — | | | — | | | 187 | |
| Accretion of deferred loan origination revenue | 2,482 | | | 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
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.
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 Ended | | Three Months Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
| Recurring Fee Income: | | | | | | | |
| Amortization of loan origination fees | $ | 2,205 | | | $ | 2,194 | | | | | |
| Management, valuation and other fees | 587 | | | 562 | | | | | |
| Total Recurring Fee Income | 2,792 | | | 2,756 | | | | | |
| Non-Recurring Fee Income: | | | | | | | |
| Prepayment fees | 25 | | | — | | | | | |
| Acceleration of unamortized loan origination fees | 986 | | | 409 | | | | | |
| Advisory, loan amendment and other fees | 573 | | | 189 | | | | | |
| Total Non-Recurring Fee Income | 1,584 | | | 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.
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
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 $0.7 million pertaining to operating losses and tax basis differences related to certain partnership interests.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2024 and December 31, 2023:
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Issuance Date
($ in thousands) | Maturity Date | | Interest Rate as of March 31, 2024 | | March 31, 2024 | | December 31, 2023 |
| Credit Facilities: | | | | | | | |
| Revolving Credit Facility – May 11, 2021 | May 11, 2026 | | 7.175% | | $ | 355,024 | | | $ | 410,967 | |
| SMBC Credit Facility – March 6, 2023 | March 6, 2028 | | 7.430% | | 51,875 | | | 124,500 | |
| Total Credit Facilities | | | | | $ | 406,899 | | | $ | 535,467 | |
| Debt Securitization: | | | | | | | |
| August 23, 2023 – Class A-1 Notes | July 15, 2031 | | 7.714% | | $ | 295,151 | | | $ | 300,000 | |
| August 23, 2023 – Class A-2 Notes | July 15, 2031 | | 8.664% | | 35,000 | | | 35,000 | |
| August 23, 2023 – Class A-2 Loans | July 15, 2031 | | 8.664% | | 20,000 | | | 20,000 | |
| August 23, 2023 – Class B Notes | July 15, 2031 | | 9.464% | | 25,000 | | | 25,000 | |
| August 23, 2023 – Class C Notes | July 15, 2031 | | 11.664% | | 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 Notes | July 29, 2026 | | 3.500% | | $ | 75,000 | | | $ | 75,000 | |
| September 15, 2021 – Series B Notes | July 29, 2026 | | 3.500% | | 38,000 | | | 38,000 | |
| October 28, 2021 – Series C Notes | July 29, 2026 | | 3.500% | | 37,000 | | | 37,000 | |
| May 10, 2022 – Series D Notes (1) | May 10, 2027 | | 6.000% | | 97,098 | | | 96,729 | |
| July 26, 2022 – Series E Notes (1) | May 10, 2027 | | 6.000% | | 53,174 | | | 52,951 | |
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| (Less: Deferred financing fees) | | | | | (412) | | | (474) | |
| Total Notes | | | | | $ | 299,860 | | | $ | 299,206 | |
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(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.
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,
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.
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.
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.
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
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 $(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 2024 and December 31, 2023, the Company had no secured borrowings (“Secured Borrowings”) outstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of March 31, 2024 ($ in thousands) Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | | A$72,160 | | $47,133 | | 04/08/24 | | $ | (49) | | | | | Derivative liabilities |
| Foreign currency forward contract (AUD) | | $48,934 | | A$72,160 | | 04/08/24 | | 1,850 | | | | | Derivative assets |
| Foreign currency forward contract (AUD) | | $47,900 | | A$73,151 | | 07/08/24 | | 49 | | | | | Derivative assets |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Foreign currency forward contract (CAD) | | C$7,443 | | $5,487 | | 04/08/24 | | 13 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | $5,595 | | C$7,443 | | 04/08/24 | | 95 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | $5,103 | | C$6,924 | | 07/08/24 | | (21) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (DKK) | | 8,068kr. | | $1,171 | | 04/08/24 | | (2) | | | | | Derivative liabilities |
| Foreign currency forward contract (DKK) | | $1,191 | | 8,068kr. | | 04/08/24 | | 22 | | | | | Derivative assets |
| Foreign currency forward contract (DKK) | | $1,183 | | 8,119kr. | | 07/08/24 | | 2 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (EUR) | | €219,164 | | $237,154 | | 04/08/24 | | (411) | | | | | Derivative liabilities |
| Foreign currency forward contract (EUR) | | $240,755 | | €219,164 | | 04/08/24 | | 4,011 | | | | | Derivative assets |
| Foreign currency forward contract (EUR) | | $244,045 | | €224,692 | | 07/08/24 | | 416 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £60,373 | | $76,229 | | 04/08/24 | | 39 | | | | | Derivative assets |
| Foreign currency forward contract (GBP) | | $76,261 | | £60,373 | | 04/08/24 | | (7) | | | | | Derivative liabilities |
| Foreign currency forward contract (GBP) | | $77,273 | | £61,171 | | 07/08/24 | | (41) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Foreign currency forward contract (NZD) | | NZ$9,270 | | $5,565 | | 04/08/24 | | (20) | | | | | Derivative liabilities |
| Foreign currency forward contract (NZD) | | $5,806 | | NZ$9,270 | | 04/08/24 | | 261 | | | | | Derivative assets |
| Foreign currency forward contract (NZD) | | $5,722 | | NZ$9,533 | | 07/08/24 | | 20 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (NOK) | | 43,870kr | | $4,071 | | 04/08/24 | | (27) | | | | | Derivative liabilities |
| Foreign currency forward contract (NOK) | | $4,254 | | 43,870kr | | 04/08/24 | | 209 | | | | | Derivative assets |
| Foreign currency forward contract (NOK) | | $4,095 | | 44,031kr | | 07/08/24 | | 27 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (SEK) | | 20,577kr | | $1,939 | | 04/08/24 | | (14) | | | | | Derivative liabilities |
| Foreign currency forward contract (SEK) | | $2,024 | | 20,577kr | | 04/08/24 | | 99 | | | | | Derivative assets |
| Foreign currency forward contract (SEK) | | $1,957 | | 20,688kr | | 07/08/24 | | 14 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (CHF) | | 6,218Fr. | | $6,863 | | 04/08/24 | | 45 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | $7,403 | | 6,218Fr. | | 04/08/24 | | 495 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | $7,023 | | 6,300Fr. | | 07/08/24 | | (46) | | | | | Derivative liabilities |
| Total | | | | | | $ | 7,029 | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2023 ($ in thousands) Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | | $45,208 | | A$70,473 | | 01/10/24 | | $ | (2,932) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (CAD) | | $5,336 | | C$7,280 | | 01/10/24 | | (178) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (DKK) | | $1,128 | | 7,968kr. | | 01/10/24 | | (55) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (EUR) | | $229,170 | | €216,996 | | 01/10/24 | | (10,903) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £4,844 | | $6,086 | | 01/10/24 | | 85 | | | | | Derivative assets |
| Foreign currency forward contract (GBP) | | $75,288 | | £61,973 | | 01/10/24 | | (3,669) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (NZD) | | $5,519 | | NZ$9,248 | | 01/10/24 | | (342) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (NOK) | | $3,997 | | kr43,081 | | 01/10/24 | | (258) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (SEK) | | $1,868 | | 19,907kr | | 01/10/24 | | (113) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (CHF) | | $6,759 | | 6,137Fr. | | 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 $(18.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2024 and December 31, 2023 were as follows:
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Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Accurus Aerospace Corporation(1)(2) | Revolver | $ | 277 | | $ | 380 | |
| AD Bidco, Inc.(1)(2) | Revolver | 1,863 | | — | |
| AD Bidco, Inc.(1)(2) | Delayed Draw Term Loan | 5,035 | | — | |
| Adhefin International(1)(2)(3) | Delayed Draw Term Loan | 410 | | 419 | |
| AirX Climate Solutions(1) | Delayed Draw Term Loan | 5,010 | | 5,010 | |
| AirX Climate Solutions(1) | Revolver | 1,695 | | 2,050 | |
| AlliA Insurance Brokers NV(1)(3) | Delayed Draw Term Loan | 1,598 | | 1,634 | |
| Americo Chemical Products, LLC(1) | Revolver | 1,400 | | 1,400 | |
| Amtech LLC(1)(2) | Revolver | 838 | | 291 | |
| Anju Software, Inc.(1)(2) | Delayed Draw Term Loan | 36 | | 36 | |
| Aquavista Watersides 2 LTD(1)(2)(4) | Capex / Acquisition Facility | 1,021 | | 1,030 | |
| Arc Education(1)(3) | Delayed Draw Term Loan | 2,518 | | 2,576 | |
| Argus Bidco Limited(1)(2)(4) | CAF Term Loan | 721 | | 1,083 | |
| ASC Communications, LLC(1) | Revolver | 647 | | 647 | |
| Astra Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 623 | | 729 | |
| ATL II MRO Holdings Inc.(1)(2) | Revolver | 2,500 | | 2,500 | |
| Avance Clinical Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 1,455 | | 1,522 | |
| AWP Group Holdings, Inc.(1) | Delayed Draw Term Loan | 237 | | 237 | |
| Azalea Buyer, Inc.(1)(2) | Delayed Draw Term Loan | 644 | | 644 | |
| Azalea Buyer, Inc.(1)(2) | Revolver | 481 | | 481 | |
| Beyond Risk Management, Inc.(1) | Delayed Draw Term Loan | 2,007 | | 2,007 | |
| Biolam Group(1)(2)(3) | Delayed Draw Term Loan | 1,475 | | 1,508 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Bounteous, Inc.(1)(2) | Delayed Draw Term Loan | — | | 2,697 | |
| Brightpay Limited(1)(2)(3) | Delayed Draw Term Loan | 191 | | 195 | |
| BrightSign LLC(1)(2) | Revolver | 222 | | 370 | |
| British Engineering Services Holdco Limited(1)(2)(4) | Acquisition/Capex Facility | 91 | | 92 | |
| CAi Software, LLC(1)(2) | Revolver | 3,740 | | 943 | |
| Cascade Residential Services LLC(1) | Delayed Draw Term Loan | 5,902 | | 7,765 | |
| Cascade Residential Services LLC(1) | Revolver | 1,294 | | 1,294 | |
| CCFF Buyer, LLC(1)(2) | Delayed Draw Term Loan | 3,346 | | — | |
| CCFF Buyer, LLC(1)(2) | Revolver | 1,004 | | — | |
| CGI Parent, LLC(1)(2) | Revolver | 1,653 | | 1,653 | |
| Classic Collision (Summit Buyer, LLC)(1) | Delayed Draw Term Loan | 6,383 | | 8,666 | |
| Comply365, LLC(1)(2) | Revolver | 575 | | 575 | |
| Coyo Uprising GmbH(1)(2)(3) | Delayed Draw Term Loan | 511 | | 523 | |
| DataServ Integrations, LLC(1) | Revolver | 481 | | 481 | |
| DecksDirect, LLC(1)(2) | Revolver | 169 | | 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 Loan | 2,559 | | — | |
| DISA Holdings Corp.(1) | Revolver | 1,282 | | 339 | |
| Dune Group(1)(2)(3) | Delayed Draw Term Loan | 1,027 | | 1,050 | |
| Dwyer Instruments, Inc.(1) | Delayed Draw Term Loan | 171 | | 171 | |
| Eclipse Business Capital, LLC(1) | Revolver | 11,872 | | 12,128 | |
| EMI Porta Holdco LLC(1)(2) | Revolver | 51 | | 346 | |
| eShipping, LLC(1) | Revolver | 608 | | 743 | |
| Eurofins Digital Testing International LUX Holding SARL(1)(2)(3) | Delayed Draw Term Loan | 2,670 | | 2,731 | |
| Events Software BidCo Pty Ltd(1)(2) | Delayed Draw Term Loan | 620 | | 620 | |
| Express Wash Acquisition Company, LLC(1) | Revolver | 115 | | 115 | |
| Faraday(1)(3) | Delayed Draw Term Loan | 1,935 | | 1,980 | |
| Finexvet(1)(3) | Delayed Draw Term Loan | — | | 1,943 | |
| Footco 40 Limited(1)(2)(4) | Delayed Draw Term Loan | 519 | | 524 | |
| Forest Buyer, LLC(1) | Delayed Draw Term Loan | 992 | | — | |
| Forest Buyer, LLC(1) | Revolver | 595 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Delayed Draw Term Loan | 2,538 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Revolver | 2,288 | | — | |
| GB Eagle Buyer, Inc.(1) | Revolver | 3,226 | | 3,226 | |
| Glacis Acquisition S.A.R.L.(1)(2)(3) | Delayed Draw Term Loan | 3,294 | | 5,348 | |
| Global Academic Group Limited(1)(2)(7) | Term Loan | 391 | | 414 | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 86 | | — | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 17 | | 53 | |
| Greenhill II BV(1)(3) | Capex Acquisition Facility | 118 | | 120 | |
| Gusto Aus BidCo Pty Ltd(1)(5) | Delayed Draw Term Loan | 160 | | 167 | |
| HeartHealth Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 239 | | 253 | |
| Heavy Construction Systems Specialists, LLC(1) | Revolver | 2,193 | | 2,193 | |
| HEKA Invest(1)(3) | Delayed Draw Term Loan | 1,124 | | 1,150 | |
| HemaSource, Inc.(1) | Revolver | 2,714 | | 2,590 | |
| HomeX Services Group LLC(1) | Delayed Draw Term Loan | 8,446 | | 8,446 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| HomeX Services Group LLC(1) | Revolver | 3,378 | | 3,378 | |
| HTI Technology & Industries(1)(2) | Delayed Draw Term Loan | 1,691 | | 1,691 | |
| HTI Technology & Industries(1)(2) | Revolver | 1,128 | | 1,128 | |
| Ice House America, L.L.C.(1)(2) | Delayed Draw Term Loan | 247 | | — | |
| Ice House America, L.L.C.(1)(2) | Revolver | 574 | | — | |
| Innovad Group II BV(1)(2)(3) | Delayed Draw Term Loan | 41 | | 42 | |
| INOS 19-090 GmbH(1)(2)(3) | Acquisition Facility | — | | 171 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | 1,213 | | 1,241 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | — | | 115 | |
| InvoCare Limited (1)(2)(5) | Delayed Draw Term Loan | 739 | | 773 | |
| Isolstar Holding NV (IPCOM)(1)(3) | Delayed Draw Term Loan | 342 | | 1,313 | |
| ISTO Technologies II, LLC(1) | Revolver | 1,114 | | 1,114 | |
| ITI Intermodal, Inc.(1)(2) | Revolver | 1,157 | | 1,157 | |
| Jon Bidco Limited(1)(2)(7) | Capex & Acquisition Facility | 555 | | 588 | |
| Jones Fish Hatcheries & Distributors LLC(1) | Revolver | 418 | | 418 | |
| Kano Laboratories LLC(1)(2) | Delayed Draw Term Loan | 2,784 | | — | |
| 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 Loan | 718 | | 734 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Delayed Draw Term Loan | 237 | | 255 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Revolver | 18 | | 18 | |
| LeadsOnline, LLC(1) | Revolver | 3,190 | | 2,679 | |
| Marmoutier Holding B.V.(1)(2)(3) | Delayed Draw Term Loan | 24 | | 18 | |
| Marmoutier Holding B.V.(1)(2)(3) | Revolver | 108 | | 106 | |
| Marshall Excelsior Co.(1) | Revolver | 86 | | 115 | |
| MB Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 4,121 | | — | |
| MB Purchaser, LLC(1)(2) | Revolver | 824 | | — | |
| MC Group Ventures Corporation(1)(2) | Delayed Draw Term Loan | 435 | | 435 | |
| Megawatt Acquisitionco, Inc.(1) | Revolver | 1,995 | | — | |
| Mercell Holding AS(1)(2)(8) | Capex Acquisition Facility | 724 | | 773 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 57 | | 59 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 496 | | 518 | |
| Moonlight Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 556 | | 562 | |
| Narda Acquisitionco., Inc.(1) | Revolver | 1,059 | | 1,059 | |
| NAW Buyer, LLC(1)(2) | Delayed Draw Term Loan | 9,223 | | 9,223 | |
| NAW Buyer, LLC(1)(2) | Revolver | 2,075 | | 1,845 | |
| NeoxCo(1)(3) | Delayed Draw Term Loan | 486 | | 497 | |
| Next Holdco, LLC(1) | Delayed Draw Term Loan | 5,984 | | 5,984 | |
| Next Holdco, LLC(1) | Revolver | 2,321 | | 2,321 | |
| NF Holdco, LLC(1) | Revolver | 1,183 | | 887 | |
| Novotech Aus Bidco Pty Ltd(1) | Capex & Acquisition Facility | 971 | | 971 | |
| NPM Investments 28 BV(1)(3) | Delayed Draw Term Loan | 936 | | 958 | |
| OA Buyer, Inc.(1) | Revolver | 1,154 | | 1,331 | |
| OAC Holdings I Corp(1)(2) | Revolver | 1,076 | | 1,370 | |
| Omni Intermediate Holdings, LLC(1) | Delayed Draw Term Loan | — | | 806 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Revolver | 1,607 | | 1,607 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 5,319 | | 5,319 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Pare SAS (SAS Maurice MARLE)(1)(2) | Delayed Draw Term Loan | 2,100 | | 2,100 | |
| Parkview Dental Holdings, LLC(1)(2) | Delayed Draw Term Loan | 328 | | 328 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 3,939 | | 3,939 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 2,679 | | 2,679 | |
| Polara Enterprises, L.L.C.(1) | Revolver | 947 | | 947 | |
| Premium Invest(1)(3) | Acquisition Facility | 1,255 | | 1,284 | |
| Process Insights Acquisition, Inc.(1) | Delayed Draw Term Loan | 1,220 | | 1,220 | |
| Process Insights Acquisition, Inc.(1) | Revolver | 1,125 | | — | |
| Process Insights Acquisition, Inc.(1) | Revolver | — | | 1,323 | |
| ProfitOptics, LLC(1)(2) | Revolver | 35 | | 84 | |
| Protego Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 163 | | 211 | |
| PSP Intermediate 4, LLC(1)(2)(3) | Delayed Draw Term Loan | 201 | | 206 | |
| Qualified Industries, LLC(1) | Revolver | 364 | | 364 | |
| Questel Unite(1)(2)(3) | Incremental Term Loan | 2,733 | | 2,795 | |
| R1 Holdings, LLC(1) | Delayed Draw Term Loan | 1,682 | | 1,682 | |
| R1 Holdings, LLC(1) | Revolver | 1,947 | | 1,947 | |
| Randys Holdings, Inc.(1) | Delayed Draw Term Loan | 4,854 | | 5,516 | |
| Randys Holdings, Inc.(1) | Revolver | 1,716 | | 1,658 | |
| Rocade Holdings LLC(1) | Preferred Equity | 2,000 | | 2,000 | |
| Rock Labor, LLC(1)(2) | Revolver | 941 | | 941 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 1,229 | | 1,229 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 2,531 | | — | |
| Royal Buyer, LLC(1) | Revolver | 2,330 | | 1,787 | |
| Sanoptis S.A.R.L.(1)(3) | Acquisition Capex Facility | — | | 42 | |
| Sanoptis S.A.R.L.(1)(2)(3) | CAF Term Loan | 691 | | 2,186 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | — | | 151 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | 10,774 | | 15,062 | |
| SBP Holdings LP(1) | Revolver | 710 | | 1,065 | |
| Scaled Agile, Inc.(1)(2) | Revolver | 280 | | 280 | |
| Scout Bidco B.V.(1)(2)(3) | Revolver | 313 | | 320 | |
| Simulation Software Investment Company Pty Ltd(1)(2) | Delayed Draw Term Loan | 408 | | 408 | |
| Sinari Invest(1)(2)(3) | Delayed Draw Term Loan | 604 | | 617 | |
| SISU ACQUISITIONCO., INC(1)(2) | Delayed Draw Term Loan | 80 | | 160 | |
| Smartling, Inc.(1) | Revolver | 1,038 | | 1,038 | |
| SmartShift Group, Inc.(1) | Delayed Draw Term Loan | 5,690 | | 5,690 | |
| SmartShift Group, Inc.(1) | Revolver | 2,731 | | 2,731 | |
| Solo Buyer, L.P.(1) | Revolver | 1,330 | | 1,330 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Delayed Draw Term Loan | 399 | | 399 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Revolver | 117 | | 90 | |
| Spatial Business Systems LLC(1) | Delayed Draw Term Loan | 1,875 | | 1,875 | |
| Spatial Business Systems LLC(1) | Revolver | 1,406 | | 1,406 | |
| SSCP Pegasus Midco Limited(1)(2)(4) | Delayed Draw Term Loan | 331 | | 398 | |
| Superjet Buyer, LLC(1) | Revolver | 1,369 | | 1,369 | |
| SVI International LLC(1) | Delayed Draw Term Loan | 74 | | — | |
| SVI International LLC(1) | Revolver | 74 | | — | |
| Syntax Systems Ltd(1) | Revolver | 259 | | 358 | |
| Tank Holding Corp(1) | Delayed Draw Term Loan | 1,126 | | 1,358 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Tank Holding Corp(1) | Revolver | 491 | | 480 | |
| Tanqueray Bidco Limited(1)(4) | Capex Facility | 1,143 | | 1,153 | |
| Techone B.V.(1)(2)(3) | Revolver | 238 | | 146 | |
| Tencarva Machinery Company, LLC(1)(2) | Revolver | 1,129 | | 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) | Revolver | 1,233 | | 1,233 | |
| The Cleaver-Brooks Company, Inc.(1) | Revolver | 2,768 | | 2,768 | |
| The Hilb Group, LLC(1) | Delayed Draw Term Loan | — | | 672 | |
| Trader Corporation(1)(6) | Revolver | 345 | | 354 | |
| Trintech, Inc.(1) | Revolver | 1,020 | | 1,020 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 2,244 | | 2,244 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 911 | | 1,469 | |
| TSYL Corporate Buyer, Inc.(1) | Revolver | 642 | | 642 | |
| Turbo Buyer, Inc.(1)(2) | Delayed Draw Term Loan | — | | 1,509 | |
| UBC Ledgers Holding AB(1)(2)(9) | Delayed Draw Term Loan | 791 | | 840 | |
| UBC Ledgers Holding AB(1)(2)(9) | Revolver | 262 | | 278 | |
| Union Bidco Limited(1)(4) | Acquisition Facility | 220 | | 222 | |
| United Therapy Holding III GmbH(1)(2)(3) | Acquisition Facility | 621 | | 636 | |
| Unither (Uniholding)(1)(3) | Delayed Draw Term Loan | 468 | | 479 | |
| USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2) | Delayed Draw Term Loan | 2,333 | | 2,360 | |
| W2O Holdings, Inc.(1)(2) | Delayed Draw Term Loan | — | | 107 | |
| West-NR AcquisitionCo., LLC(1) | Delayed Draw Term Loan | 3,750 | | 3,750 | |
| Whitcraft Holdings, Inc.(1) | Revolver | 1,308 | | 2,347 | |
| White Bidco Limited(1) | Delayed Draw Term Loan | 514 | | 514 | |
| Woodland Foods, LLC(1)(2) | Line of Credit | 244 | | 492 | |
| World 50, Inc.(1)(2) | Revolver | 1,703 | | — | |
| WWEC Holdings III Corp(1)(2) | Delayed Draw Term Loan | 6,627 | | — | |
| WWEC Holdings III Corp(1)(2) | Revolver | 3,359 | | 1,514 | |
| Xeinadin Bidco Limited(1)(2)(4) | CAF Term Loan | 3,202 | | 4,125 | |
| ZB Holdco LLC(1)(2) | Delayed Draw Term Loan | 762 | | 2,932 | |
| ZB Holdco LLC(1)(2) | Delayed Draw Term Loan | 4,388 | | — | |
| ZB Holdco LLC(1)(2) | Revolver | 541 | | 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.
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 Ended | | Three Months Ended |
| ($ in thousands, except share and per share amounts) | March 31, 2024 | | March 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 period | 78,202,476 | | | 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”).
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%.
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 $2,467.7 million. As of March 31, 2024 and December 31, 2023, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of March 31, 2024 and December 31, 2023, our investment portfolio consisted of the following investments:
| | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands) | Cost | | Percentage of
Total
Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 158,606 | | | 6 | |
| Structured products | 26,435 | | | 1 | | | 25,527 | | | 1 | |
| Equity shares | 271,205 | | | 10 | | | 314,083 | | | 12 | |
| Equity warrants | 34 | | | — | | | 2,637 | | | — | |
| Investment in joint ventures | 45,603 | | | 2 | | | 29,249 | | | 1 | |
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| $ | 2,575,830 | | | 100 | % | | $ | 2,568,911 | | | 100 | % |
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| ($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 148,450 | | | 6 | |
| Structured products | 27,146 | | | 1 | | | 23,947 | | | 1 | |
| Equity shares | 254,999 | | | 10 | | | 297,213 | | | 12 | |
| Equity warrants | 4 | | | — | | | 2,475 | | | — | |
| Investment in joint ventures | 45,143 | | | 2 | | | 28,538 | | | 1 | |
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| $ | 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 $3.6 million of return of capital from one of our joint ventures.
Total portfolio investment activity for the three months ended March 31, 2024 and 2023 was as follows:
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Three Months Ended March 31, 2024: ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | Structured Products | | Equity
Shares | | Equity
Warrants | | Investment in Joint Ventures | | | | Total |
| Fair value, beginning of period | $ | 1,958,306 | | | $ | 148,450 | | | $ | 23,947 | | | $ | 297,213 | | | $ | 2,475 | | | $ | 28,538 | | | | | $ | 2,458,929 | |
| New investments | 250,445 | | | 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/dividends | 568 | | | 789 | | | — | | | 3,219 | | | — | | | — | | | | | 4,576 | |
| Accretion of loan premium/discount | 206 | | | 35 | | | 4 | | | — | | | — | | | — | | | | | 245 | |
| Accretion of deferred loan origination revenue | 3,014 | | | 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 | |
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Three Months Ended March 31, 2023: ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | Structured Products | | Equity
Shares | | Equity
Warrants | | Investment in Joint Ventures | | | | Total |
| Fair value, beginning of period | $ | 1,777,492 | | | $ | 163,899 | | | $ | 25,022 | | | $ | 158,131 | | | $ | 1,083 | | | $ | 32,253 | | | | | $ | 2,157,880 | |
| New investments | 127,129 | | | 663 | | | — | | | 15,349 | | | — | | | — | | | | | 143,141 | |
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| 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/dividends | 1,204 | | | 991 | | | — | | | — | | | — | | | — | | | | | 2,195 | |
| Accretion of loan premium/discount | 151 | | | 48 | | | 3 | | | — | | | — | | | — | | | | | 202 | |
| Accretion of deferred loan origination revenue | 2,482 | | | 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 | |
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 $5.0 million.
Results of Operations
Comparison of the three months ended March 31, 2024 and 2023
Operating results for the three months ended March 31, 2024 and 2023 were as follows:
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Total investment income | $ | 74,294 | | | $ | 59,122 | | | | | |
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| Total operating expenses | 33,479 | | | 26,404 | | | | | |
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| Net investment income before taxes | 40,815 | | | 32,718 | | | | | |
| Income taxes, including excise tax expense | 250 | | | 53 | | | | | |
| Net investment income after taxes | 40,565 | | | 32,665 | | | | | |
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| Net realized gains (losses) | (18,873) | | | (22,384) | | | | | |
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| Net unrealized appreciation (depreciation) | 29,706 | | | 30,246 | | | | | |
| Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts | 10,833 | | | 7,862 | | | | | |
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| Net increase in net assets resulting from operations | $ | 51,398 | | | $ | 40,527 | | | | | |
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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
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
| Investment income: | | | | | | | |
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| Total interest income | $ | 60,553 | | | $ | 49,976 | | | | | |
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| Total dividend income | 6,739 | | | 3,712 | | | | | |
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| Total fee and other income | 4,376 | | | 3,354 | | | | | |
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| Total payment-in-kind interest income | 2,365 | | | 2,071 | | | | | |
| Interest income from cash | 261 | | | 9 | | | | | |
| 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 $2.1 million for the three months ended March 31, 2023.
Operating Expenses
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Operating expenses: | | | | | | | |
| Interest and other financing fees | $ | 24,152 | | | $ | 18,563 | | | | | |
| Base management fee | 4,593 | | | 3,849 | | | | | |
| Incentive management fees | 3,067 | | | 2,594 | | | | | |
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| Other general and administrative expenses | 1,667 | | | 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 $0.6 million, respectively. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include Board fees, directors’ and officers’ insurance costs, legal and accounting expenses and other costs related to our operations.
Net Realized Gains (Losses)
Net realized gains (losses) during the three months ended March 31, 2024 and 2023 were as follows:
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Net realized gains (losses): | | | | | | | |
| Non-Control / Non-Affiliate investments | $ | (3,559) | | | $ | (1,177) | | | | | |
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| 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) | | | | | |
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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 $0.2 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three months ended March 31, 2024 and 2023 were as follows:
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Net unrealized appreciation (depreciation) | | | | | | | |
| Non-Control / Non-Affiliate investments | $ | 2,907 | | | $ | 8,975 | | | | | |
| Affiliate investments | (991) | | | 4,802 | | | | | |
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| Net unrealized appreciation (depreciation) on investments | 1,916 | | | 13,777 | | | | | |
| Foreign currency transactions | 1,850 | | | (2,663) | | | | | |
| Forward currency contracts | 25,940 | | | 19,132 | | | | | |
| Net unrealized appreciation (depreciation) | $ | 29,706 | | | $ | 30,246 | | | | | |
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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.
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.
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
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”).
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
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.
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.
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
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 Value | | Valuation
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 Analysis | | Market Yield | | 6.1% – 27.0% | | 11.0% | | Decrease |
| | | | | | | | | | |
| 35,792 | | | Market Approach | | Adjusted EBITDA Multiple | | 0.9x – 12.5x | | 8.2x | | Increase |
| 279,000 | | | Recent Transaction | | Transaction Price | | 95.6% – 100.0% | | 98.0% | | Increase |
| Subordinated debt and 2nd lien notes | 119,294 | | | Yield Analysis | | Market Yield | | 9.0% – 54.2% | | 14.3% | | Decrease |
| 17,380 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.0x – 11.0x | | 8.1x | | Increase |
| 3,750 | | | Recent Transaction | | Transaction Price | | 100.0% | | 100.0% | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Equity shares | 26,204 | | | Yield Analysis | | Market Yield | | 10.5% – 14.2% | | 12.4% | | Decrease |
| 260,673 | | | Market Approach | | Adjusted EBITDA Multiple | | 5.5x – 27.5x | | 10.9x | | Increase |
| 1,766 | | | Market Approach | | Revenue Multiple | | 6.0x – 9.3x | | 6.6x | | Increase |
| 8,027 | | | Discounted Cash Flow Analysis | | Discount Rate | | 14.5% | | 14.5% | | Decrease |
| 5,892 | | | Net Asset Approach | | Liabilities | | $(64,894.6) | | $(64,894.6) | | Decrease |
| 1,928 | | | Recent Transaction | | Transaction Price | | $0.00 – $1,037.50 | | $419.92 | | Increase |
| Equity warrants | 2,593 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.3x – 12.5x | | 7.5x | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
(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 $25.1 million transitioned from a yield analysis to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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December 31, 2023 ($ in thousands)(3) | Fair Value | | Valuation
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 Analysis | | Market Yield | | 7.8% – 26.1% | | 11.5% | | Decrease |
| | | | | | | | | | |
| 17,693 | | | Market Approach | | Adjusted EBITDA Multiple | | 1.1x – 12.5x | | 6.5x | | Increase |
| 184,932 | | | Recent Transaction | | Transaction Price | | 95.0% – 100.0% | | 97.7% | | Increase |
Subordinated debt and 2nd lien notes(2) | 121,811 | | | Yield Analysis | | Market Yield | | 8.5% – 21.0% | | 13.8% | | Decrease |
| 7,123 | | | Market Approach | | Adjusted EBITDA Multiple | | 11.0x | | 11.0x | | Increase |
| | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Equity shares | 8,788 | | | Yield Analysis | | Market Yield | | 14.6% | | 14.6% | | Decrease |
| 274,281 | | | Market Approach | | Adjusted EBITDA Multiple | | 4.8x – 30.0x | | 11.0x | | Increase |
| 1,789 | | | Market Approach | | Revenue Multiple | | 6.5x – 9.5x | | 6.8x | | Increase |
| 6,080 | | | Discounted Cash Flow Analysis | | Discount Rate | | 14.2% | | 14.2% | | Decrease |
| 5,327 | | | Net Asset Approach | | Liabilities | | $(55,281.8) | | $(55,281.8) | | Decrease |
| 873 | | | Recent Transaction | | Transaction Price | | $1.00 – $10.00 | | $4.07 | | Increase |
| Equity warrants | 2,475 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.3x – 12.5x | | 7.3x | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
(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 $6.5 million transitioned from a discounted cash flow analysis to a broker quote valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of March 31, 2024 and December 31, 2023, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value as of March 31, 2024 |
| ($ in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
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 shares | 9,593 | | | — | | | 304,490 | | | 314,083 | |
| Equity warrants | 44 | | | — | | | 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 1 | | Level 2 | | Level 3 | | Total |
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 shares | 75 | | | — | | | 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 Products | | Equity Shares | | Equity Warrants | | Total |
| Fair value, beginning of period | $ | 1,915,633 | | | $ | 130,273 | | | $ | 15,705 | | | $ | 297,138 | | | $ | 2,475 | | | $ | 2,361,224 | |
| New investments | 250,445 | | | 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/dividends | 568 | | | 789 | | | — | | | 3,219 | | | — | | | 4,576 | |
| | | | | | | | | | | |
| Accretion of loan premium/discount | 186 | | | — | | | — | | | — | | | — | | | 186 | |
| Accretion of deferred loan origination revenue | 3,014 | | | 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 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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Three Months Ended March 31, 2023 ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | Structured Products | | Equity Shares | | Equity Warrants | | Total |
| Fair value, beginning of period | $ | 1,736,050 | | | $ | 143,294 | | | $ | 16,380 | | | $ | 157,313 | | | $ | 1,083 | | | $ | 2,054,120 | |
| New investments | 127,129 | | | 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/dividends | 1,204 | | | 991 | | | | | — | | | — | | | 2,195 | |
| | | | | | | | | | | |
| Accretion of loan premium/discount | 141 | | | 46 | | | — | | | — | | | — | | | 187 | |
| Accretion of deferred loan origination revenue | 2,482 | | | 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
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.
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 Ended | | Three Months Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
| Recurring Fee Income: | | | | | | | |
| Amortization of loan origination fees | $ | 2,205 | | | $ | 2,194 | | | | | |
| Management, valuation and other fees | 587 | | | 562 | | | | | |
| Total Recurring Fee Income | 2,792 | | | 2,756 | | | | | |
| Non-Recurring Fee Income: | | | | | | | |
| Prepayment fees | 25 | | | — | | | | | |
| Acceleration of unamortized loan origination fees | 986 | | | 409 | | | | | |
| Advisory, loan amendment and other fees | 573 | | | 189 | | | | | |
| Total Non-Recurring Fee Income | 1,584 | | | 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.
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
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 $0.7 million pertaining to operating losses and tax basis differences related to certain partnership interests.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2024 and December 31, 2023:
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Issuance Date
($ in thousands) | Maturity Date | | Interest Rate as of March 31, 2024 | | March 31, 2024 | | December 31, 2023 |
| Credit Facilities: | | | | | | | |
| Revolving Credit Facility – May 11, 2021 | May 11, 2026 | | 7.175% | | $ | 355,024 | | | $ | 410,967 | |
| SMBC Credit Facility – March 6, 2023 | March 6, 2028 | | 7.430% | | 51,875 | | | 124,500 | |
| Total Credit Facilities | | | | | $ | 406,899 | | | $ | 535,467 | |
| Debt Securitization: | | | | | | | |
| August 23, 2023 – Class A-1 Notes | July 15, 2031 | | 7.714% | | $ | 295,151 | | | $ | 300,000 | |
| August 23, 2023 – Class A-2 Notes | July 15, 2031 | | 8.664% | | 35,000 | | | 35,000 | |
| August 23, 2023 – Class A-2 Loans | July 15, 2031 | | 8.664% | | 20,000 | | | 20,000 | |
| August 23, 2023 – Class B Notes | July 15, 2031 | | 9.464% | | 25,000 | | | 25,000 | |
| August 23, 2023 – Class C Notes | July 15, 2031 | | 11.664% | | 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 Notes | July 29, 2026 | | 3.500% | | $ | 75,000 | | | $ | 75,000 | |
| September 15, 2021 – Series B Notes | July 29, 2026 | | 3.500% | | 38,000 | | | 38,000 | |
| October 28, 2021 – Series C Notes | July 29, 2026 | | 3.500% | | 37,000 | | | 37,000 | |
| May 10, 2022 – Series D Notes (1) | May 10, 2027 | | 6.000% | | 97,098 | | | 96,729 | |
| July 26, 2022 – Series E Notes (1) | May 10, 2027 | | 6.000% | | 53,174 | | | 52,951 | |
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| (Less: Deferred financing fees) | | | | | (412) | | | (474) | |
| Total Notes | | | | | $ | 299,860 | | | $ | 299,206 | |
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(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.
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,
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.
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.
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.
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
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 $(1.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet and Audited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of March 31, 2024 and December 31, 2023, the Company had no secured borrowings (“Secured Borrowings”) outstanding. On June 9, 2023, the remaining Secured Borrowings were repaid in full. Secured Borrowings were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2024 and December 31, 2023:
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As of March 31, 2024 ($ in thousands) Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | | A$72,160 | | $47,133 | | 04/08/24 | | $ | (49) | | | | | Derivative liabilities |
| Foreign currency forward contract (AUD) | | $48,934 | | A$72,160 | | 04/08/24 | | 1,850 | | | | | Derivative assets |
| Foreign currency forward contract (AUD) | | $47,900 | | A$73,151 | | 07/08/24 | | 49 | | | | | Derivative assets |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Foreign currency forward contract (CAD) | | C$7,443 | | $5,487 | | 04/08/24 | | 13 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | $5,595 | | C$7,443 | | 04/08/24 | | 95 | | | | | Derivative assets |
| Foreign currency forward contract (CAD) | | $5,103 | | C$6,924 | | 07/08/24 | | (21) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (DKK) | | 8,068kr. | | $1,171 | | 04/08/24 | | (2) | | | | | Derivative liabilities |
| Foreign currency forward contract (DKK) | | $1,191 | | 8,068kr. | | 04/08/24 | | 22 | | | | | Derivative assets |
| Foreign currency forward contract (DKK) | | $1,183 | | 8,119kr. | | 07/08/24 | | 2 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (EUR) | | €219,164 | | $237,154 | | 04/08/24 | | (411) | | | | | Derivative liabilities |
| Foreign currency forward contract (EUR) | | $240,755 | | €219,164 | | 04/08/24 | | 4,011 | | | | | Derivative assets |
| Foreign currency forward contract (EUR) | | $244,045 | | €224,692 | | 07/08/24 | | 416 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £60,373 | | $76,229 | | 04/08/24 | | 39 | | | | | Derivative assets |
| Foreign currency forward contract (GBP) | | $76,261 | | £60,373 | | 04/08/24 | | (7) | | | | | Derivative liabilities |
| Foreign currency forward contract (GBP) | | $77,273 | | £61,171 | | 07/08/24 | | (41) | | | | | Derivative liabilities |
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| | | | | | | | | | | | |
| Foreign currency forward contract (NZD) | | NZ$9,270 | | $5,565 | | 04/08/24 | | (20) | | | | | Derivative liabilities |
| Foreign currency forward contract (NZD) | | $5,806 | | NZ$9,270 | | 04/08/24 | | 261 | | | | | Derivative assets |
| Foreign currency forward contract (NZD) | | $5,722 | | NZ$9,533 | | 07/08/24 | | 20 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (NOK) | | 43,870kr | | $4,071 | | 04/08/24 | | (27) | | | | | Derivative liabilities |
| Foreign currency forward contract (NOK) | | $4,254 | | 43,870kr | | 04/08/24 | | 209 | | | | | Derivative assets |
| Foreign currency forward contract (NOK) | | $4,095 | | 44,031kr | | 07/08/24 | | 27 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (SEK) | | 20,577kr | | $1,939 | | 04/08/24 | | (14) | | | | | Derivative liabilities |
| Foreign currency forward contract (SEK) | | $2,024 | | 20,577kr | | 04/08/24 | | 99 | | | | | Derivative assets |
| Foreign currency forward contract (SEK) | | $1,957 | | 20,688kr | | 07/08/24 | | 14 | | | | | Derivative assets |
| | | | | | | | | | | | |
| Foreign currency forward contract (CHF) | | 6,218Fr. | | $6,863 | | 04/08/24 | | 45 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | $7,403 | | 6,218Fr. | | 04/08/24 | | 495 | | | | | Derivative assets |
| Foreign currency forward contract (CHF) | | $7,023 | | 6,300Fr. | | 07/08/24 | | (46) | | | | | Derivative liabilities |
| Total | | | | | | $ | 7,029 | | | | | |
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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As of December 31, 2023 ($ in thousands) Description | | Notional Amount to be Purchased | | Notional Amount to be Sold | | Maturity Date | | Gross Amount of Recognized Assets (Liabilities) | | | | Balance Sheet Location of Net Amounts |
| Foreign currency forward contract (AUD) | | $45,208 | | A$70,473 | | 01/10/24 | | $ | (2,932) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (CAD) | | $5,336 | | C$7,280 | | 01/10/24 | | (178) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (DKK) | | $1,128 | | 7,968kr. | | 01/10/24 | | (55) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (EUR) | | $229,170 | | €216,996 | | 01/10/24 | | (10,903) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (GBP) | | £4,844 | | $6,086 | | 01/10/24 | | 85 | | | | | Derivative assets |
| Foreign currency forward contract (GBP) | | $75,288 | | £61,973 | | 01/10/24 | | (3,669) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (NZD) | | $5,519 | | NZ$9,248 | | 01/10/24 | | (342) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (NOK) | | $3,997 | | kr43,081 | | 01/10/24 | | (258) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (SEK) | | $1,868 | | 19,907kr | | 01/10/24 | | (113) | | | | | Derivative liabilities |
| | | | | | | | | | | | |
| Foreign currency forward contract (CHF) | | $6,759 | | 6,137Fr. | | 01/10/24 | | (546) | | | | | Derivative liabilities |
| Total | | | | | | $ | (18,911) | | | | | |
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| | | | | | | | | | | | |
| | | | | | | | | | | | |
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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 $(18.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2024 and December 31, 2023 were as follows:
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Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Accurus Aerospace Corporation(1)(2) | Revolver | $ | 277 | | $ | 380 | |
| AD Bidco, Inc.(1)(2) | Revolver | 1,863 | | — | |
| AD Bidco, Inc.(1)(2) | Delayed Draw Term Loan | 5,035 | | — | |
| Adhefin International(1)(2)(3) | Delayed Draw Term Loan | 410 | | 419 | |
| AirX Climate Solutions(1) | Delayed Draw Term Loan | 5,010 | | 5,010 | |
| AirX Climate Solutions(1) | Revolver | 1,695 | | 2,050 | |
| AlliA Insurance Brokers NV(1)(3) | Delayed Draw Term Loan | 1,598 | | 1,634 | |
| Americo Chemical Products, LLC(1) | Revolver | 1,400 | | 1,400 | |
| Amtech LLC(1)(2) | Revolver | 838 | | 291 | |
| Anju Software, Inc.(1)(2) | Delayed Draw Term Loan | 36 | | 36 | |
| Aquavista Watersides 2 LTD(1)(2)(4) | Capex / Acquisition Facility | 1,021 | | 1,030 | |
| Arc Education(1)(3) | Delayed Draw Term Loan | 2,518 | | 2,576 | |
| Argus Bidco Limited(1)(2)(4) | CAF Term Loan | 721 | | 1,083 | |
| ASC Communications, LLC(1) | Revolver | 647 | | 647 | |
| Astra Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 623 | | 729 | |
| ATL II MRO Holdings Inc.(1)(2) | Revolver | 2,500 | | 2,500 | |
| Avance Clinical Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 1,455 | | 1,522 | |
| AWP Group Holdings, Inc.(1) | Delayed Draw Term Loan | 237 | | 237 | |
| Azalea Buyer, Inc.(1)(2) | Delayed Draw Term Loan | 644 | | 644 | |
| Azalea Buyer, Inc.(1)(2) | Revolver | 481 | | 481 | |
| Beyond Risk Management, Inc.(1) | Delayed Draw Term Loan | 2,007 | | 2,007 | |
| Biolam Group(1)(2)(3) | Delayed Draw Term Loan | 1,475 | | 1,508 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Bounteous, Inc.(1)(2) | Delayed Draw Term Loan | — | | 2,697 | |
| Brightpay Limited(1)(2)(3) | Delayed Draw Term Loan | 191 | | 195 | |
| BrightSign LLC(1)(2) | Revolver | 222 | | 370 | |
| British Engineering Services Holdco Limited(1)(2)(4) | Acquisition/Capex Facility | 91 | | 92 | |
| CAi Software, LLC(1)(2) | Revolver | 3,740 | | 943 | |
| Cascade Residential Services LLC(1) | Delayed Draw Term Loan | 5,902 | | 7,765 | |
| Cascade Residential Services LLC(1) | Revolver | 1,294 | | 1,294 | |
| CCFF Buyer, LLC(1)(2) | Delayed Draw Term Loan | 3,346 | | — | |
| CCFF Buyer, LLC(1)(2) | Revolver | 1,004 | | — | |
| CGI Parent, LLC(1)(2) | Revolver | 1,653 | | 1,653 | |
| Classic Collision (Summit Buyer, LLC)(1) | Delayed Draw Term Loan | 6,383 | | 8,666 | |
| Comply365, LLC(1)(2) | Revolver | 575 | | 575 | |
| Coyo Uprising GmbH(1)(2)(3) | Delayed Draw Term Loan | 511 | | 523 | |
| DataServ Integrations, LLC(1) | Revolver | 481 | | 481 | |
| DecksDirect, LLC(1)(2) | Revolver | 169 | | 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 Loan | 2,559 | | — | |
| DISA Holdings Corp.(1) | Revolver | 1,282 | | 339 | |
| Dune Group(1)(2)(3) | Delayed Draw Term Loan | 1,027 | | 1,050 | |
| Dwyer Instruments, Inc.(1) | Delayed Draw Term Loan | 171 | | 171 | |
| Eclipse Business Capital, LLC(1) | Revolver | 11,872 | | 12,128 | |
| EMI Porta Holdco LLC(1)(2) | Revolver | 51 | | 346 | |
| eShipping, LLC(1) | Revolver | 608 | | 743 | |
| Eurofins Digital Testing International LUX Holding SARL(1)(2)(3) | Delayed Draw Term Loan | 2,670 | | 2,731 | |
| Events Software BidCo Pty Ltd(1)(2) | Delayed Draw Term Loan | 620 | | 620 | |
| Express Wash Acquisition Company, LLC(1) | Revolver | 115 | | 115 | |
| Faraday(1)(3) | Delayed Draw Term Loan | 1,935 | | 1,980 | |
| Finexvet(1)(3) | Delayed Draw Term Loan | — | | 1,943 | |
| Footco 40 Limited(1)(2)(4) | Delayed Draw Term Loan | 519 | | 524 | |
| Forest Buyer, LLC(1) | Delayed Draw Term Loan | 992 | | — | |
| Forest Buyer, LLC(1) | Revolver | 595 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Delayed Draw Term Loan | 2,538 | | — | |
| Fortis Payment Systems, LLC(1)(2) | Revolver | 2,288 | | — | |
| GB Eagle Buyer, Inc.(1) | Revolver | 3,226 | | 3,226 | |
| Glacis Acquisition S.A.R.L.(1)(2)(3) | Delayed Draw Term Loan | 3,294 | | 5,348 | |
| Global Academic Group Limited(1)(2)(7) | Term Loan | 391 | | 414 | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 86 | | — | |
| GPNZ II GmbH(1)(2)(3) | Delayed Draw Term Loan | 17 | | 53 | |
| Greenhill II BV(1)(3) | Capex Acquisition Facility | 118 | | 120 | |
| Gusto Aus BidCo Pty Ltd(1)(5) | Delayed Draw Term Loan | 160 | | 167 | |
| HeartHealth Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 239 | | 253 | |
| Heavy Construction Systems Specialists, LLC(1) | Revolver | 2,193 | | 2,193 | |
| HEKA Invest(1)(3) | Delayed Draw Term Loan | 1,124 | | 1,150 | |
| HemaSource, Inc.(1) | Revolver | 2,714 | | 2,590 | |
| HomeX Services Group LLC(1) | Delayed Draw Term Loan | 8,446 | | 8,446 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| HomeX Services Group LLC(1) | Revolver | 3,378 | | 3,378 | |
| HTI Technology & Industries(1)(2) | Delayed Draw Term Loan | 1,691 | | 1,691 | |
| HTI Technology & Industries(1)(2) | Revolver | 1,128 | | 1,128 | |
| Ice House America, L.L.C.(1)(2) | Delayed Draw Term Loan | 247 | | — | |
| Ice House America, L.L.C.(1)(2) | Revolver | 574 | | — | |
| Innovad Group II BV(1)(2)(3) | Delayed Draw Term Loan | 41 | | 42 | |
| INOS 19-090 GmbH(1)(2)(3) | Acquisition Facility | — | | 171 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | 1,213 | | 1,241 | |
| Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | — | | 115 | |
| InvoCare Limited (1)(2)(5) | Delayed Draw Term Loan | 739 | | 773 | |
| Isolstar Holding NV (IPCOM)(1)(3) | Delayed Draw Term Loan | 342 | | 1,313 | |
| ISTO Technologies II, LLC(1) | Revolver | 1,114 | | 1,114 | |
| ITI Intermodal, Inc.(1)(2) | Revolver | 1,157 | | 1,157 | |
| Jon Bidco Limited(1)(2)(7) | Capex & Acquisition Facility | 555 | | 588 | |
| Jones Fish Hatcheries & Distributors LLC(1) | Revolver | 418 | | 418 | |
| Kano Laboratories LLC(1)(2) | Delayed Draw Term Loan | 2,784 | | — | |
| 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 Loan | 718 | | 734 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Delayed Draw Term Loan | 237 | | 255 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Revolver | 18 | | 18 | |
| LeadsOnline, LLC(1) | Revolver | 3,190 | | 2,679 | |
| Marmoutier Holding B.V.(1)(2)(3) | Delayed Draw Term Loan | 24 | | 18 | |
| Marmoutier Holding B.V.(1)(2)(3) | Revolver | 108 | | 106 | |
| Marshall Excelsior Co.(1) | Revolver | 86 | | 115 | |
| MB Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 4,121 | | — | |
| MB Purchaser, LLC(1)(2) | Revolver | 824 | | — | |
| MC Group Ventures Corporation(1)(2) | Delayed Draw Term Loan | 435 | | 435 | |
| Megawatt Acquisitionco, Inc.(1) | Revolver | 1,995 | | — | |
| Mercell Holding AS(1)(2)(8) | Capex Acquisition Facility | 724 | | 773 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 57 | | 59 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 496 | | 518 | |
| Moonlight Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 556 | | 562 | |
| Narda Acquisitionco., Inc.(1) | Revolver | 1,059 | | 1,059 | |
| NAW Buyer, LLC(1)(2) | Delayed Draw Term Loan | 9,223 | | 9,223 | |
| NAW Buyer, LLC(1)(2) | Revolver | 2,075 | | 1,845 | |
| NeoxCo(1)(3) | Delayed Draw Term Loan | 486 | | 497 | |
| Next Holdco, LLC(1) | Delayed Draw Term Loan | 5,984 | | 5,984 | |
| Next Holdco, LLC(1) | Revolver | 2,321 | | 2,321 | |
| NF Holdco, LLC(1) | Revolver | 1,183 | | 887 | |
| Novotech Aus Bidco Pty Ltd(1) | Capex & Acquisition Facility | 971 | | 971 | |
| NPM Investments 28 BV(1)(3) | Delayed Draw Term Loan | 936 | | 958 | |
| OA Buyer, Inc.(1) | Revolver | 1,154 | | 1,331 | |
| OAC Holdings I Corp(1)(2) | Revolver | 1,076 | | 1,370 | |
| Omni Intermediate Holdings, LLC(1) | Delayed Draw Term Loan | — | | 806 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Revolver | 1,607 | | 1,607 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 5,319 | | 5,319 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Pare SAS (SAS Maurice MARLE)(1)(2) | Delayed Draw Term Loan | 2,100 | | 2,100 | |
| Parkview Dental Holdings, LLC(1)(2) | Delayed Draw Term Loan | 328 | | 328 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 3,939 | | 3,939 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 2,679 | | 2,679 | |
| Polara Enterprises, L.L.C.(1) | Revolver | 947 | | 947 | |
| Premium Invest(1)(3) | Acquisition Facility | 1,255 | | 1,284 | |
| Process Insights Acquisition, Inc.(1) | Delayed Draw Term Loan | 1,220 | | 1,220 | |
| Process Insights Acquisition, Inc.(1) | Revolver | 1,125 | | — | |
| Process Insights Acquisition, Inc.(1) | Revolver | — | | 1,323 | |
| ProfitOptics, LLC(1)(2) | Revolver | 35 | | 84 | |
| Protego Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 163 | | 211 | |
| PSP Intermediate 4, LLC(1)(2)(3) | Delayed Draw Term Loan | 201 | | 206 | |
| Qualified Industries, LLC(1) | Revolver | 364 | | 364 | |
| Questel Unite(1)(2)(3) | Incremental Term Loan | 2,733 | | 2,795 | |
| R1 Holdings, LLC(1) | Delayed Draw Term Loan | 1,682 | | 1,682 | |
| R1 Holdings, LLC(1) | Revolver | 1,947 | | 1,947 | |
| Randys Holdings, Inc.(1) | Delayed Draw Term Loan | 4,854 | | 5,516 | |
| Randys Holdings, Inc.(1) | Revolver | 1,716 | | 1,658 | |
| Rocade Holdings LLC(1) | Preferred Equity | 2,000 | | 2,000 | |
| Rock Labor, LLC(1)(2) | Revolver | 941 | | 941 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 1,229 | | 1,229 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 2,531 | | — | |
| Royal Buyer, LLC(1) | Revolver | 2,330 | | 1,787 | |
| Sanoptis S.A.R.L.(1)(3) | Acquisition Capex Facility | — | | 42 | |
| Sanoptis S.A.R.L.(1)(2)(3) | CAF Term Loan | 691 | | 2,186 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | — | | 151 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | 10,774 | | 15,062 | |
| SBP Holdings LP(1) | Revolver | 710 | | 1,065 | |
| Scaled Agile, Inc.(1)(2) | Revolver | 280 | | 280 | |
| Scout Bidco B.V.(1)(2)(3) | Revolver | 313 | | 320 | |
| Simulation Software Investment Company Pty Ltd(1)(2) | Delayed Draw Term Loan | 408 | | 408 | |
| Sinari Invest(1)(2)(3) | Delayed Draw Term Loan | 604 | | 617 | |
| SISU ACQUISITIONCO., INC(1)(2) | Delayed Draw Term Loan | 80 | | 160 | |
| Smartling, Inc.(1) | Revolver | 1,038 | | 1,038 | |
| SmartShift Group, Inc.(1) | Delayed Draw Term Loan | 5,690 | | 5,690 | |
| SmartShift Group, Inc.(1) | Revolver | 2,731 | | 2,731 | |
| Solo Buyer, L.P.(1) | Revolver | 1,330 | | 1,330 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Delayed Draw Term Loan | 399 | | 399 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Revolver | 117 | | 90 | |
| Spatial Business Systems LLC(1) | Delayed Draw Term Loan | 1,875 | | 1,875 | |
| Spatial Business Systems LLC(1) | Revolver | 1,406 | | 1,406 | |
| SSCP Pegasus Midco Limited(1)(2)(4) | Delayed Draw Term Loan | 331 | | 398 | |
| Superjet Buyer, LLC(1) | Revolver | 1,369 | | 1,369 | |
| SVI International LLC(1) | Delayed Draw Term Loan | 74 | | — | |
| SVI International LLC(1) | Revolver | 74 | | — | |
| Syntax Systems Ltd(1) | Revolver | 259 | | 358 | |
| Tank Holding Corp(1) | Delayed Draw Term Loan | 1,126 | | 1,358 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Tank Holding Corp(1) | Revolver | 491 | | 480 | |
| Tanqueray Bidco Limited(1)(4) | Capex Facility | 1,143 | | 1,153 | |
| Techone B.V.(1)(2)(3) | Revolver | 238 | | 146 | |
| Tencarva Machinery Company, LLC(1)(2) | Revolver | 1,129 | | 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) | Revolver | 1,233 | | 1,233 | |
| The Cleaver-Brooks Company, Inc.(1) | Revolver | 2,768 | | 2,768 | |
| The Hilb Group, LLC(1) | Delayed Draw Term Loan | — | | 672 | |
| Trader Corporation(1)(6) | Revolver | 345 | | 354 | |
| Trintech, Inc.(1) | Revolver | 1,020 | | 1,020 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 2,244 | | 2,244 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 911 | | 1,469 | |
| TSYL Corporate Buyer, Inc.(1) | Revolver | 642 | | 642 | |
| Turbo Buyer, Inc.(1)(2) | Delayed Draw Term Loan | — | | 1,509 | |
| UBC Ledgers Holding AB(1)(2)(9) | Delayed Draw Term Loan | 791 | | 840 | |
| UBC Ledgers Holding AB(1)(2)(9) | Revolver | 262 | | 278 | |
| Union Bidco Limited(1)(4) | Acquisition Facility | 220 | | 222 | |
| United Therapy Holding III GmbH(1)(2)(3) | Acquisition Facility | 621 | | 636 | |
| Unither (Uniholding)(1)(3) | Delayed Draw Term Loan | 468 | | 479 | |
| USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2) | Delayed Draw Term Loan | 2,333 | | 2,360 | |
| W2O Holdings, Inc.(1)(2) | Delayed Draw Term Loan | — | | 107 | |
| West-NR AcquisitionCo., LLC(1) | Delayed Draw Term Loan | 3,750 | | 3,750 | |
| Whitcraft Holdings, Inc.(1) | Revolver | 1,308 | | 2,347 | |
| White Bidco Limited(1) | Delayed Draw Term Loan | 514 | | 514 | |
| Woodland Foods, LLC(1)(2) | Line of Credit | 244 | | 492 | |
| World 50, Inc.(1)(2) | Revolver | 1,703 | | — | |
| WWEC Holdings III Corp(1)(2) | Delayed Draw Term Loan | 6,627 | | — | |
| WWEC Holdings III Corp(1)(2) | Revolver | 3,359 | | 1,514 | |
| Xeinadin Bidco Limited(1)(2)(4) | CAF Term Loan | 3,202 | | 4,125 | |
| ZB Holdco LLC(1)(2) | Delayed Draw Term Loan | 762 | | 2,932 | |
| ZB Holdco LLC(1)(2) | Delayed Draw Term Loan | 4,388 | | — | |
| ZB Holdco LLC(1)(2) | Revolver | 541 | | 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.
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 Ended | | Three Months Ended |
| ($ in thousands, except share and per share amounts) | March 31, 2024 | | March 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 period | 78,202,476 | | | 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.
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”).
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%.
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 $2,467.7 million. As of March 31, 2024 and December 31, 2023, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of March 31, 2024 and December 31, 2023, our investment portfolio consisted of the following investments:
| | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands) | Cost | | Percentage of
Total
Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 158,606 | | | 6 | |
| Structured products | 26,435 | | | 1 | | | 25,527 | | | 1 | |
| Equity shares | 271,205 | | | 10 | | | 314,083 | | | 12 | |
| Equity warrants | 34 | | | — | | | 2,637 | | | — | |
| Investment in joint ventures | 45,603 | | | 2 | | | 29,249 | | | 1 | |
| | | | | | | |
| $ | 2,575,830 | | | 100 | % | | $ | 2,568,911 | | | 100 | % |
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| ($ in thousands) | Cost | | Percentage of
Total Portfolio | | Fair Value | | Percentage 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 | | | 7 | | | 148,450 | | | 6 | |
| Structured products | 27,146 | | | 1 | | | 23,947 | | | 1 | |
| Equity shares | 254,999 | | | 10 | | | 297,213 | | | 12 | |
| Equity warrants | 4 | | | — | | | 2,475 | | | — | |
| Investment in joint ventures | 45,143 | | | 2 | | | 28,538 | | | 1 | |
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| $ | 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 $3.6 million of return of capital from one of our joint ventures.
Total portfolio investment activity for the three months ended March 31, 2024 and 2023 was as follows:
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Three Months Ended March 31, 2024: ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | Structured Products | | Equity
Shares | | Equity
Warrants | | Investment in Joint Ventures | | | | Total |
| Fair value, beginning of period | $ | 1,958,306 | | | $ | 148,450 | | | $ | 23,947 | | | $ | 297,213 | | | $ | 2,475 | | | $ | 28,538 | | | | | $ | 2,458,929 | |
| New investments | 250,445 | | | 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/dividends | 568 | | | 789 | | | — | | | 3,219 | | | — | | | — | | | | | 4,576 | |
| Accretion of loan premium/discount | 206 | | | 35 | | | 4 | | | — | | | — | | | — | | | | | 245 | |
| Accretion of deferred loan origination revenue | 3,014 | | | 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 | |
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Three Months Ended March 31, 2023: ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | Structured Products | | Equity
Shares | | Equity
Warrants | | Investment in Joint Ventures | | | | Total |
| Fair value, beginning of period | $ | 1,777,492 | | | $ | 163,899 | | | $ | 25,022 | | | $ | 158,131 | | | $ | 1,083 | | | $ | 32,253 | | | | | $ | 2,157,880 | |
| New investments | 127,129 | | | 663 | | | — | | | 15,349 | | | — | | | — | | | | | 143,141 | |
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| 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/dividends | 1,204 | | | 991 | | | — | | | — | | | — | | | — | | | | | 2,195 | |
| Accretion of loan premium/discount | 151 | | | 48 | | | 3 | | | — | | | — | | | — | | | | | 202 | |
| Accretion of deferred loan origination revenue | 2,482 | | | 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 | |
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 $5.0 million.
Results of Operations
Comparison of the three months ended March 31, 2024 and 2023
Operating results for the three months ended March 31, 2024 and 2023 were as follows:
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Total investment income | $ | 74,294 | | | $ | 59,122 | | | | | |
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| Total operating expenses | 33,479 | | | 26,404 | | | | | |
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| Net investment income before taxes | 40,815 | | | 32,718 | | | | | |
| Income taxes, including excise tax expense | 250 | | | 53 | | | | | |
| Net investment income after taxes | 40,565 | | | 32,665 | | | | | |
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| Net realized gains (losses) | (18,873) | | | (22,384) | | | | | |
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| Net unrealized appreciation (depreciation) | 29,706 | | | 30,246 | | | | | |
| Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts | 10,833 | | | 7,862 | | | | | |
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| Net increase in net assets resulting from operations | $ | 51,398 | | | $ | 40,527 | | | | | |
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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
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
| Investment income: | | | | | | | |
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| Total interest income | $ | 60,553 | | | $ | 49,976 | | | | | |
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| Total dividend income | 6,739 | | | 3,712 | | | | | |
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| Total fee and other income | 4,376 | | | 3,354 | | | | | |
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| Total payment-in-kind interest income | 2,365 | | | 2,071 | | | | | |
| Interest income from cash | 261 | | | 9 | | | | | |
| 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 $2.1 million for the three months ended March 31, 2023.
Operating Expenses
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Operating expenses: | | | | | | | |
| Interest and other financing fees | $ | 24,152 | | | $ | 18,563 | | | | | |
| Base management fee | 4,593 | | | 3,849 | | | | | |
| Incentive management fees | 3,067 | | | 2,594 | | | | | |
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| Other general and administrative expenses | 1,667 | | | 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 $0.6 million, respectively. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include Board fees, directors’ and officers’ insurance costs, legal and accounting expenses and other costs related to our operations.
Net Realized Gains (Losses)
Net realized gains (losses) during the three months ended March 31, 2024 and 2023 were as follows:
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Net realized gains (losses): | | | | | | | |
| Non-Control / Non-Affiliate investments | $ | (3,559) | | | $ | (1,177) | | | | | |
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| 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) | | | | | |
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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 $0.2 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three months ended March 31, 2024 and 2023 were as follows:
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| Three Months
Ended | | Three Months
Ended | | | | |
| ($ in thousands) | March 31, 2024 | | March 31, 2023 | | | | |
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| Net unrealized appreciation (depreciation) | | | | | | | |
| Non-Control / Non-Affiliate investments | $ | 2,907 | | | $ | 8,975 | | | | | |
| Affiliate investments | (991) | | | 4,802 | | | | | |
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| Net unrealized appreciation (depreciation) on investments | 1,916 | | | 13,777 | | | | | |
| Foreign currency transactions | 1,850 | | | (2,663) | | | | | |
| Forward currency contracts | 25,940 | | | 19,132 | | | | | |
| Net unrealized appreciation (depreciation) | $ | 29,706 | | | $ | 30,246 | | | | | |
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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.
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.
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
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”).
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
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.
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.
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.
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,
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.
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
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, 2023 | | March 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 fees | Amortization of loan origination fees | $ | 2,194 | | | $ | 1,487 | | |
| Management, valuation and other fees | Management, valuation and other fees | 562 | | | 366 | | |
| Management, valuation and other fees | |
| Management, valuation and other fees | |
| Total Recurring Fee Income | |
| Total Recurring Fee Income | |
| Total Recurring Fee Income | Total Recurring Fee Income | 2,756 | | | 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 fees | Acceleration of unamortized loan origination fees | 409 | | | 67 | | |
| Advisory, loan amendment and other fees | Advisory, loan amendment and other fees | 189 | | | 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 Income | Total Non-Recurring Fee Income | 598 | | | 148 | | |
| Total Fee Income | Total 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
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.
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 Type | March 31, 2023 | December 31, 2022 |
| Accurus Aerospace Corporation(1)(2) | Revolver | $ | 553 | | $ | 691 | |
| AlliA Insurance Brokers NV(1)(2)(3) | Delayed Draw Term Loan | 2,055 | | — | |
| Amtech LLC(1) | Delayed Draw Term Loan | 1,818 | | 1,818 | |
| Amtech LLC(1) | Revolver | 455 | | 364 | |
| AnalytiChem Holding GmbH(1)(2)(3) | Bridge Revolver | 470 | | 462 | |
| APC1 Holding(1)(3) | Delayed Draw Term Loan | — | | 354 | |
| Aquavista Watersides 2 LTD(1)(2)(4) | Capex / Acquisition Facility | 999 | | 1,179 | |
| Arc Education(1)(3) | Delayed Draw Term Loan | 3,857 | | 3,789 | |
| Argus Bidco Limited(1)(2)(4) | CAF Term Loan | 1,349 | | 1,579 | |
| Argus Bidco Limited(1)(2)(4) | RCF Bridge Term Loan | 344 | | 335 | |
| ASC Communications, LLC | Revolver | 647 | | 647 | |
| Astra Bidco Limited(1)(4) | Delayed Draw Term Loan | 1,088 | | 1,059 | |
| ATL II MRO Holdings Inc.(1) | Revolver | 2,500 | | 2,500 | |
| Avance Clinical Bidco Pty Ltd(1)(5) | Delayed Draw Term Loan | 1,494 | | 1,512 | |
| Azalea Buyer, Inc.(1) | Delayed Draw Term Loan | 962 | | 962 | |
| Azalea Buyer, Inc.(1) | Revolver | 481 | | 481 | |
| Bariacum S.A(1)(3) | Acquisition Facility | 978 | | 961 | |
| Beyond Risk Management, Inc.(1)(2) | Delayed Draw Term Loan | 2,423 | | 2,423 | |
| Biolam Group(1)(2)(3) | Delayed Draw Term Loan | 4,153 | | 4,783 | |
| Bounteous, Inc.(1)(2) | Delayed Draw Term Loan | 2,697 | | 2,697 | |
| Brightpay Limited(1)(2)(3) | Delayed Draw Term Loan | 192 | | 188 | |
| BrightSign LLC(1)(2) | Revolver | — | | 1,109 | |
| British Engineering Services Holdco Limited(1)(4) | Acquisition/Capex Facility | 209 | | 203 | |
| CAi Software, LLC(1)(2) | Revolver | 943 | | 943 | |
| Canadian Orthodontic Partners Corp.(1)(2)(6) | Delayed Draw Term Loan | — | | 291 | |
| Centralis Finco S.a.r.l.(1)(3) | Incremental CAF Term Loan | 267 | | 298 | |
| CGI Parent, LLC(1)(2) | Revolver | 1,653 | | 1,653 | |
| Classic Collision (Summit Buyer, LLC)(1) | Delayed Draw Term Loan | 156 | | 156 | |
| Classic Collision (Summit Buyer, LLC)(1) | Delayed Draw Term Loan | 5,143 | | 5,143 | |
| Comply365, LLC(1) | Revolver | 575 | | 489 | |
| Coyo Uprising GmbH(1)(3) | Delayed Draw Term Loan | 514 | | 505 | |
| DataServ Integrations, LLC(1) | Revolver | 481 | | 481 | |
| DecksDirect, LLC(1) | Revolver | 218 | | 218 | |
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Accurus Aerospace Corporation(1)(2) | Revolver | $ | 277 | | $ | 380 | |
| AD Bidco, Inc.(1)(2) | Revolver | 1,863 | | — | |
| AD Bidco, Inc.(1)(2) | Delayed Draw Term Loan | 5,035 | | — | |
| Adhefin International(1)(2)(3) | Delayed Draw Term Loan | 410 | | 419 | |
| AirX Climate Solutions(1) | Delayed Draw Term Loan | 5,010 | | 5,010 | |
| AirX Climate Solutions(1) | Revolver | 1,695 | | 2,050 | |
| AlliA Insurance Brokers NV(1)(3) | Delayed Draw Term Loan | 1,598 | | 1,634 | |
| Americo Chemical Products, LLC(1) | Revolver | 1,400 | | 1,400 | |
| Amtech LLC(1)(2) | Revolver | 838 | | 291 | |
| Anju Software, Inc.(1)(2) | Delayed Draw Term Loan | 36 | | 36 | |
| Aquavista Watersides 2 LTD(1)(2)(4) | Capex / Acquisition Facility | 1,021 | | 1,030 | |
| Arc Education(1)(3) | Delayed Draw Term Loan | 2,518 | | 2,576 | |
| Argus Bidco Limited(1)(2)(4) | CAF Term Loan | 721 | | 1,083 | |
| ASC Communications, LLC(1) | Revolver | 647 | | 647 | |
| Astra Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 623 | | 729 | |
| ATL II MRO Holdings Inc.(1)(2) | Revolver | 2,500 | | 2,500 | |
| Avance Clinical Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 1,455 | | 1,522 | |
| AWP Group Holdings, Inc.(1) | Delayed Draw Term Loan | 237 | | 237 | |
| Azalea Buyer, Inc.(1)(2) | Delayed Draw Term Loan | 644 | | 644 | |
| Azalea Buyer, Inc.(1)(2) | Revolver | 481 | | 481 | |
| Beyond Risk Management, Inc.(1) | Delayed Draw Term Loan | 2,007 | | 2,007 | |
| Biolam Group(1)(2)(3) | Delayed Draw Term Loan | 1,475 | | 1,508 | |
| Bounteous, Inc.(1)(2) | Delayed Draw Term Loan | — | | 2,697 | |
| Brightpay Limited(1)(2)(3) | Delayed Draw Term Loan | 191 | | 195 | |
| BrightSign LLC(1)(2) | Revolver | 222 | | 370 | |
| British Engineering Services Holdco Limited(1)(2)(4) | Acquisition/Capex Facility | 91 | | 92 | |
| CAi Software, LLC(1)(2) | Revolver | 3,740 | | 943 | |
| Cascade Residential Services LLC(1) | Delayed Draw Term Loan | 5,902 | | 7,765 | |
| Cascade Residential Services LLC(1) | Revolver | 1,294 | | 1,294 | |
| CCFF Buyer, LLC(1)(2) | Delayed Draw Term Loan | 3,346 | | — | |
| CCFF Buyer, LLC(1)(2) | Revolver | 1,004 | | — | |
| CGI Parent, LLC(1)(2) | Revolver | 1,653 | | 1,653 | |
| Classic Collision (Summit Buyer, LLC)(1) | Delayed Draw Term Loan | 6,383 | | 8,666 | |
| Comply365, LLC(1)(2) | Revolver | 575 | | 575 | |
| Coyo Uprising GmbH(1)(2)(3) | Delayed Draw Term Loan | 511 | | 523 | |
| Portfolio Company
($ in thousands) | Portfolio Company
($ in thousands) | Investment Type | March 31, 2023 | December 31, 2022 | Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| DataServ Integrations, LLC(1) | |
| DecksDirect, LLC(1)(2) | |
| Direct Travel, Inc.(1) | Direct Travel, Inc.(1) | Delayed Draw Term Loan | 193 | | 233 | |
| DISA Holdings Corp.(1) | DISA Holdings Corp.(1) | Delayed Draw Term Loan | 1,368 | | 1,368 | |
| DISA Holdings Corp.(1) | DISA Holdings Corp.(1) | Revolver | 429 | | 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 Loan | 1,542 | | 1,515 | |
| Dwyer Instruments, Inc.(1) | Dwyer Instruments, Inc.(1) | Delayed Draw Term Loan | 4,513 | | 4,513 | |
| Eclipse Business Capital, LLC(1) | Eclipse Business Capital, LLC(1) | Revolver | 12,963 | | 12,321 | |
| EMI Porta Holdco LLC(1)(2) | EMI Porta Holdco LLC(1)(2) | Delayed Draw Term Loan | 7,947 | | 7,947 | |
| EMI Porta Holdco LLC(1)(2) | Revolver | 936 | | 1,261 | |
| EPS NASS Parent, Inc.(1) | Delayed Draw Term Loan | 92 | | 92 | |
| eShipping, LLC(1) | eShipping, LLC(1) | Delayed Draw Term Loan | 1,274 | | 1,274 | |
| eShipping, LLC(1) | Revolver | 743 | | 743 | |
| Eurofins Digital Testing International LUX Holding SARL(1)(3) | Delayed Draw Term Loan | 2,686 | | 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 Loan | 537 | | 528 | |
| Events Software BidCo Pty Ltd(1)(2) | Events Software BidCo Pty Ltd(1)(2) | Delayed Draw Term Loan | 640 | | 640 | |
| Express Wash Acquisition Company, LLC(1)(2) | Revolver | 115 | | 115 | |
| F24 (Stairway BidCo GmbH)(1)(2)(3) | Acquisition Term Loan | 54 | | 57 | |
| Faraday(1)(2)(3) | Delayed Draw Term Loan | 1,947 | | — | |
| 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 Loan | 556 | | 766 | |
| Forest Buyer, LLC(1) | |
| Forest Buyer, LLC(1) | |
| Fortis Payment Systems, LLC(1)(2) | Fortis Payment Systems, LLC(1)(2) | Delayed Draw Term Loan | 925 | | 925 | |
| FragilePak LLC(1) | Delayed Draw Term Loan | 4,649 | | 4,649 | |
| GB Eagle Buyer, Inc.(1)(2) | Revolver | 3,226 | | 3,226 | |
| Glacis Acquisition S.A.R.L.(1)(3) | Delayed Draw Term Loan | 7,532 | | 7,399 | |
| Global Academic Group Limited(1)(7) | Term Loan | 446 | | 451 | |
| GPZN II GmbH(1)(2)(3) | CAF Term Loan | — | | 560 | |
| Graphpad Software, LLC(1)(2) | Delayed Draw Term Loan | 2,602 | | 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 Facility | 259 | | 255 | |
| Groupe Product Life(1)(3) | Delayed Draw Term Loan | 1,122 | | 1,102 | |
| Gusto Aus BidCo Pty Ltd(1)(5) | Gusto Aus BidCo Pty Ltd(1)(5) | Delayed Draw Term Loan | 220 | | 223 | |
| HeartHealth Bidco Pty Ltd(1)(5) | Delayed Draw Term Loan | 309 | | 313 | |
| Heartland Veterinary Partners, LLC(1) | Delayed Draw Term Loan | 148 | | 148 | |
| Heartland, LLC(1) | Delayed Draw Term Loan | 336 | | 710 | |
| HeartHealth Bidco Pty Ltd(1)(2)(5) | |
| Heavy Construction Systems Specialists, LLC(1) | Heavy Construction Systems Specialists, LLC(1) | Revolver | 2,193 | | 2,193 | |
| HEKA Invest(1)(2)(3) | Delayed Draw Term Loan | 1,131 | | 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 Loan | 1,691 | | 1,691 | |
| HTI Technology & Industries(1)(2) | HTI Technology & Industries(1)(2) | Revolver | 1,128 | | 1,128 | |
| HW Holdco, LLC (Hanley Wood LLC)(1) | Delayed Draw Term Loan | 655 | | 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 Loan | 203 | | 200 | |
| INOS 19-090 GmbH(1)(3) | Acquisition Facility | 221 | | 217 | |
| INOS 19-090 GmbH(1)(2)(3) | |
| Interstellar Group B.V.(1)(3) | Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | 2,668 | | 2,621 | |
| Interstellar Group B.V.(1)(3) | Interstellar Group B.V.(1)(3) | Delayed Draw Term Loan | 113 | | 111 | |
| Isolstar Holding NV (IPCOM)(1)(2)(3) | Accordion Facility | 3,761 | | 3,695 | |
| Isolstar Holding NV (IPCOM)(1)(2)(3) | Accordion Facility | 617 | | 606 | |
| Isolstar Holding NV (IPCOM)(1)(2)(3) | Delayed Draw Term Loan | 1,515 | | 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 | |
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2023 | December 31, 2022 |
| ITI Intermodal, Inc.(1)(2) | Delayed Draw Term Loan | 4,249 | | — | |
| ITI Intermodal, Inc.(1)(2) | Revolver | 857 | | 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 Facility | 745 | | 753 | |
| Jones Fish Hatcheries & Distributors LLC(1)(2) | Revolver | 418 | | 418 | |
| Kano Laboratories LLC(1)(2) | Delayed Draw Term Loan | 724 | | 724 | |
| Kano Laboratories LLC(1) | Delayed Draw Term Loan | 860 | | 860 | |
| Lambir Bidco Limited(1)(2)(3) | Delayed Draw Term Loan | 833 | | 819 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Delayed Draw Term Loan | 255 | | 298 | |
| LeadsOnline, LLC(1) | Revolver | 1,952 | | 1,952 | |
| LivTech Purchaser, Inc.(1)(2) | Delayed Draw Term Loan | 244 | | 244 | |
| Marmoutier Holding B.V.(1)(2)(3) | Delayed Draw Term Loan | 24 | | 24 | |
| Marmoutier Holding B.V.(1)(2)(3) | Revolver | 108 | | 106 | |
| Marshall Excelsior Co.(1) | Revolver | 29 | | 216 | |
| MC Group Ventures Corporation(1) | Delayed Draw Term Loan | 467 | | 467 | |
| Mercell Holding AS(1)(8) | Capex Acquisition Facility | 750 | | 797 | |
| Mertus 522. GmbH(1)(2)(3) | Capex Acquisition Facility | 2,794 | | 2,745 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 58 | | 59 | |
| Murphy Midco Limited(1)(2)(4) | Delayed Draw Term Loan | 87 | | 97 | |
| Narda Acquisitionco., Inc.(1)(2) | Revolver | 953 | | 953 | |
| NeoxCo(1)(2)(3) | Delayed Draw Term Loan | 489 | | — | |
| Nexus Underwriting Management Limited(1)(2)(4) | Acquisition Facility | 1,061 | | 1,254 | |
| NF Holdco, LLC(1)(2) | Revolver | 1,479 | | — | |
| Novotech Aus Bidco Pty Ltd(1)(2) | Capex & Acquisition Facility | 971 | | 971 | |
| NPM Investments 28 BV(1)(3) | Delayed Draw Term Loan | 942 | | 925 | |
| OA Buyer, Inc.(1) | Revolver | 1,331 | | 1,331 | |
| OAC Holdings I Corp(1) | Revolver | 254 | | 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 Loan | 806 | | 1,008 | |
| Options Technology Ltd.(1)(2) | Delayed Draw Term Loan | 1,406 | | 1,406 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Revolver | 885 | | 187 | |
| Pare SAS (SAS Maurice MARLE)(1) | Delayed Draw Term Loan | 2,100 | | 2,100 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 3,836 | | 3,836 | |
| Polara Enterprises, L.L.C.(1) | Revolver | 947 | | 947 | |
| Premium Invest(1)(3) | Delayed Draw Term Loan | 6,084 | | 5,977 | |
| ProfitOptics, LLC(1) | Revolver | 123 | | 193 | |
| Protego Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 260 | | 255 | |
| PSP Intermediate 4, LLC(1)(2)(3) | Delayed Draw Term Loan | 740 | | 727 | |
| QPE7 SPV1 BidCo Pty Ltd(1)(5) | Accordion Facility | — | | 2,585 | |
| Qualified Industries, LLC(1)(2) | Revolver | 364 | | — | |
| Questel Unite(1)(2)(3) | Incremental Term Loan | 2,749 | | 2,701 | |
| R1 Holdings, LLC(1) | Delayed Draw Term Loan | 1,820 | | 2,623 | |
| R1 Holdings, LLC(1) | Revolver | 1,601 | | 1,601 | |
| Randys Holdings, Inc.(1)(2) | Delayed Draw Term Loan | 5,516 | | 5,516 | |
| Randys Holdings, Inc.(1)(2) | Revolver | 1,891 | | 1,964 | |
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Jon Bidco Limited(1)(2)(7) | Capex & Acquisition Facility | 555 | | 588 | |
| Jones Fish Hatcheries & Distributors LLC(1) | Revolver | 418 | | 418 | |
| Kano Laboratories LLC(1)(2) | Delayed Draw Term Loan | 2,784 | | — | |
| 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 Loan | 718 | | 734 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Delayed Draw Term Loan | 237 | | 255 | |
| Lattice Group Holdings Bidco Limited(1)(2) | Revolver | 18 | | 18 | |
| LeadsOnline, LLC(1) | Revolver | 3,190 | | 2,679 | |
| Marmoutier Holding B.V.(1)(2)(3) | Delayed Draw Term Loan | 24 | | 18 | |
| Marmoutier Holding B.V.(1)(2)(3) | Revolver | 108 | | 106 | |
| Marshall Excelsior Co.(1) | Revolver | 86 | | 115 | |
| MB Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 4,121 | | — | |
| MB Purchaser, LLC(1)(2) | Revolver | 824 | | — | |
| MC Group Ventures Corporation(1)(2) | Delayed Draw Term Loan | 435 | | 435 | |
| Megawatt Acquisitionco, Inc.(1) | Revolver | 1,995 | | — | |
| Mercell Holding AS(1)(2)(8) | Capex Acquisition Facility | 724 | | 773 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 57 | | 59 | |
| Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Term Loan | 496 | | 518 | |
| Moonlight Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 556 | | 562 | |
| Narda Acquisitionco., Inc.(1) | Revolver | 1,059 | | 1,059 | |
| NAW Buyer, LLC(1)(2) | Delayed Draw Term Loan | 9,223 | | 9,223 | |
| NAW Buyer, LLC(1)(2) | Revolver | 2,075 | | 1,845 | |
| NeoxCo(1)(3) | Delayed Draw Term Loan | 486 | | 497 | |
| Next Holdco, LLC(1) | Delayed Draw Term Loan | 5,984 | | 5,984 | |
| Next Holdco, LLC(1) | Revolver | 2,321 | | 2,321 | |
| NF Holdco, LLC(1) | Revolver | 1,183 | | 887 | |
| Novotech Aus Bidco Pty Ltd(1) | Capex & Acquisition Facility | 971 | | 971 | |
| NPM Investments 28 BV(1)(3) | Delayed Draw Term Loan | 936 | | 958 | |
| OA Buyer, Inc.(1) | Revolver | 1,154 | | 1,331 | |
| OAC Holdings I Corp(1)(2) | Revolver | 1,076 | | 1,370 | |
| Omni Intermediate Holdings, LLC(1) | Delayed Draw Term Loan | — | | 806 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Revolver | 1,607 | | 1,607 | |
| OSP Hamilton Purchaser, LLC(1)(2) | Delayed Draw Term Loan | 5,319 | | 5,319 | |
| Pare SAS (SAS Maurice MARLE)(1)(2) | Delayed Draw Term Loan | 2,100 | | 2,100 | |
| Parkview Dental Holdings, LLC(1)(2) | Delayed Draw Term Loan | 328 | | 328 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 3,939 | | 3,939 | |
| PDQ.Com Corporation(1) | Delayed Draw Term Loan | 2,679 | | 2,679 | |
| Polara Enterprises, L.L.C.(1) | Revolver | 947 | | 947 | |
| Premium Invest(1)(3) | Acquisition Facility | 1,255 | | 1,284 | |
| Process Insights Acquisition, Inc.(1) | Delayed Draw Term Loan | 1,220 | | 1,220 | |
| Process Insights Acquisition, Inc.(1) | Revolver | 1,125 | | — | |
| Process Insights Acquisition, Inc.(1) | Revolver | — | | 1,323 | |
| ProfitOptics, LLC(1)(2) | Revolver | 35 | | 84 | |
| Protego Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 163 | | 211 | |
| PSP Intermediate 4, LLC(1)(2)(3) | Delayed Draw Term Loan | 201 | | 206 | |
| Qualified Industries, LLC(1) | Revolver | 364 | | 364 | |
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2023 | December 31, 2022 |
| Rep Seko Merger Sub LLC(1)(2) | Delayed Draw Term Loan | 415 | | 520 | |
| Reward Gateway (UK) Ltd(1)(2)(4) | Acquisition Facility | 787 | | 765 | |
| Rocade Holdings LLC(1) | Preferred Equity | 98,000 | | — | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 2,776 | | 2,945 | |
| Royal Buyer, LLC(1) | Revolver | 1,787 | | 1,787 | |
| Safety Products Holdings, LLC(1)(2) | Delayed Draw Term Loan | 2,730 | | 2,730 | |
| Sanoptis S.A.R.L.(1)(3) | Acquisition Capex Facility | 3,024 | | 5,535 | |
| Sanoptis S.A.R.L.(1)(2)(9) | CAF Delayed Draw Term Loan | 1,199 | | — | |
| SBP Holdings LP(1)(2) | Delayed Draw Term Loan | 1,469 | | — | |
| SBP Holdings LP(1)(2) | Revolver | 887 | | — | |
| Scaled Agile, Inc.(1)(2) | Delayed Draw Term Loan | 416 | | 416 | |
| Scaled Agile, Inc.(1)(2) | Revolver | 336 | | 336 | |
| Scout Bidco B.V.(1)(3) | Delayed Draw Term Loan | 1,155 | | 1,135 | |
| Scout Bidco B.V.(1)(3) | Revolver | 524 | | 515 | |
| Sereni Capital NV(1)(2)(3) | Delayed Draw Term Loan | 1,599 | | — | |
| Sereni Capital NV(1)(2)(3) | Term Loan | — | | 109 | |
| Simulation Software Investment Company Pty Ltd(1) | Delayed Draw Term Loan | 408 | | 408 | |
| Smartling, Inc.(1)(2) | Delayed Draw Term Loan | 2,076 | | 2,076 | |
| Smartling, Inc.(1)(2) | Revolver | 1,038 | | 1,038 | |
| Soho Square III Debtco II SARL(1)(4) | Delayed Draw Term Loan | 3,478 | | 3,383 | |
| Solo Buyer, L.P.(1)(2) | Revolver | 1,995 | | 1,995 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1) | Delayed Draw Term Loan | 399 | | 665 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1) | Revolver | 141 | | 156 | |
| Spatial Business Systems LLC(1) | Delayed Draw Term Loan | 7,500 | | 7,500 | |
| Spatial Business Systems LLC(1) | Revolver | 1,406 | | 1,406 | |
| SSCP Pegasus Midco Limited(1)(4) | Delayed Draw Term Loan | 463 | | 451 | |
| Superjet Buyer, LLC(1) | Revolver | 1,825 | | 1,825 | |
| Syntax Systems Ltd(1)(2) | Delayed Draw Term Loan | 1,770 | | 1,770 | |
| Syntax Systems Ltd(1)(2) | Revolver | 309 | | 309 | |
| Tank Holding Corp(1) | Revolver | 469 | | 545 | |
| Tanqueray Bidco Limited(1)(2)(4) | Capex Facility | 1,118 | | 1,088 | |
| Techone B.V.(1)(3) | Revolver | 144 | | 94 | |
| Tencarva Machinery Company, LLC(1) | Revolver | 1,129 | | 1,129 | |
| The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) | Delayed Draw Term Loan | 4,195 | | 4,195 | |
| The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) | Revolver | 1,233 | | 1,233 | |
| The Cleaver-Brooks Company, Inc.(1) | Revolver | 2,768 | | 2,422 | |
| The Hilb Group, LLC(1)(2) | Delayed Draw Term Loan | 1,843 | | 2,537 | |
| Trader Corporation(1)(6) | Revolver | 345 | | 345 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 1,681 | | 1,681 | |
| TSYL Corporate Buyer, Inc.(1) | Revolver | 177 | | 177 | |
| Turbo Buyer, Inc.(1)(2) | Delayed Draw Term Loan | 1,509 | | 1,509 | |
| Union Bidco Limited(1)(2)(4) | Acquisition Facility | 216 | | 210 | |
| United Therapy Holding III GmbH(1)(2)(3) | Acquisition Facility | 625 | | 1,089 | |
| Unither (Uniholding)(1)(2)(3) | Delayed Draw Term Loan | 471 | | — | |
| USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1) | Delayed Draw Term Loan | 3,371 | | 3,371 | |
| | | | | | | | | | | |
Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 31, 2023 |
| Questel Unite(1)(2)(3) | Incremental Term Loan | 2,733 | | 2,795 | |
| R1 Holdings, LLC(1) | Delayed Draw Term Loan | 1,682 | | 1,682 | |
| R1 Holdings, LLC(1) | Revolver | 1,947 | | 1,947 | |
| Randys Holdings, Inc.(1) | Delayed Draw Term Loan | 4,854 | | 5,516 | |
| Randys Holdings, Inc.(1) | Revolver | 1,716 | | 1,658 | |
| Rocade Holdings LLC(1) | Preferred Equity | 2,000 | | 2,000 | |
| Rock Labor, LLC(1)(2) | Revolver | 941 | | 941 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 1,229 | | 1,229 | |
| Royal Buyer, LLC(1) | Delayed Draw Term Loan | 2,531 | | — | |
| Royal Buyer, LLC(1) | Revolver | 2,330 | | 1,787 | |
| Sanoptis S.A.R.L.(1)(3) | Acquisition Capex Facility | — | | 42 | |
| Sanoptis S.A.R.L.(1)(2)(3) | CAF Term Loan | 691 | | 2,186 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | — | | 151 | |
| SBP Holdings LP(1) | Delayed Draw Term Loan | 10,774 | | 15,062 | |
| SBP Holdings LP(1) | Revolver | 710 | | 1,065 | |
| Scaled Agile, Inc.(1)(2) | Revolver | 280 | | 280 | |
| Scout Bidco B.V.(1)(2)(3) | Revolver | 313 | | 320 | |
| Simulation Software Investment Company Pty Ltd(1)(2) | Delayed Draw Term Loan | 408 | | 408 | |
| Sinari Invest(1)(2)(3) | Delayed Draw Term Loan | 604 | | 617 | |
| SISU ACQUISITIONCO., INC(1)(2) | Delayed Draw Term Loan | 80 | | 160 | |
| Smartling, Inc.(1) | Revolver | 1,038 | | 1,038 | |
| SmartShift Group, Inc.(1) | Delayed Draw Term Loan | 5,690 | | 5,690 | |
| SmartShift Group, Inc.(1) | Revolver | 2,731 | | 2,731 | |
| Solo Buyer, L.P.(1) | Revolver | 1,330 | | 1,330 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Delayed Draw Term Loan | 399 | | 399 | |
| Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2) | Revolver | 117 | | 90 | |
| Spatial Business Systems LLC(1) | Delayed Draw Term Loan | 1,875 | | 1,875 | |
| Spatial Business Systems LLC(1) | Revolver | 1,406 | | 1,406 | |
| SSCP Pegasus Midco Limited(1)(2)(4) | Delayed Draw Term Loan | 331 | | 398 | |
| Superjet Buyer, LLC(1) | Revolver | 1,369 | | 1,369 | |
| SVI International LLC(1) | Delayed Draw Term Loan | 74 | | — | |
| SVI International LLC(1) | Revolver | 74 | | — | |
| Syntax Systems Ltd(1) | Revolver | 259 | | 358 | |
| Tank Holding Corp(1) | Delayed Draw Term Loan | 1,126 | | 1,358 | |
| Tank Holding Corp(1) | Revolver | 491 | | 480 | |
| Tanqueray Bidco Limited(1)(4) | Capex Facility | 1,143 | | 1,153 | |
| Techone B.V.(1)(2)(3) | Revolver | 238 | | 146 | |
| Tencarva Machinery Company, LLC(1)(2) | Revolver | 1,129 | | 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) | Revolver | 1,233 | | 1,233 | |
| The Cleaver-Brooks Company, Inc.(1) | Revolver | 2,768 | | 2,768 | |
| The Hilb Group, LLC(1) | Delayed Draw Term Loan | — | | 672 | |
| Trader Corporation(1)(6) | Revolver | 345 | | 354 | |
| Trintech, Inc.(1) | Revolver | 1,020 | | 1,020 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 2,244 | | 2,244 | |
| TSYL Corporate Buyer, Inc.(1) | Delayed Draw Term Loan | 911 | | 1,469 | |
| Portfolio Company
($ in thousands) | Portfolio Company
($ in thousands) | Investment Type | March 31, 2023 | December 31, 2022 | Portfolio Company
($ in thousands) | Investment Type | March 31, 2024 | December 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 Loan | 108 | | — | |
| W2O Holdings, Inc.(1)(2) | Delayed Draw Term Loan | — | | 487 | |
| Waccamaw River LLC(2) | Joint Venture | 2,480 | | 2,480 | |
| West-NR AcquisitionCo., LLC(1) | |
| Whitcraft Holdings, Inc.(1) | Whitcraft Holdings, Inc.(1) | Revolver | 2,515 | | — | |
| White Bidco Limited(1) | |
| Woodland Foods, LLC(1)(2) | Woodland Foods, LLC(1)(2) | Line of Credit | 330 | | 330 | |
| World 50, Inc.(1)(2) | |
| WWEC Holdings III Corp(1)(2) | WWEC Holdings III Corp(1)(2) | Delayed Draw Term Loan | 2,329 | | 2,329 | |
| WWEC Holdings III Corp(1)(2) | WWEC Holdings III Corp(1)(2) | Revolver | 1,025 | | 1,025 | |
| Xeinadin Bidco Limited(1)(4) | CAF Term Loan | 4,876 | | 4,743 | |
| ZB Holdco LLC(1) | Delayed Draw Term Loan | — | | 1,352 | |
| ZB Holdco LLC(1) | Revolver | 845 | | 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 Facility | 1,293 | | 1,258 | |
| Total unused commitments to extend financing | Total 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,
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
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 Income | | Interest Expense | | Net Income(2) | (in thousands) Basis Point Change(1) | | Interest Income | | Interest Expense | | Net Income(2) |
| Up 300 basis points | Up 300 basis points | | $ | 58,691 | | | $ | 25,856 | | | $ | 32,835 | |
| Up 200 basis points | Up 200 basis points | | 39,127 | | | 17,237 | | | 21,890 | |
| Up 100 basis points | Up 100 basis points | | 19,564 | | | 8,619 | | | 10,945 | |
| Down 25 basis points | Down 25 basis points | | (4,891) | | | (2,155) | | | (2,736) | |
| Down 50 basis points | Down 50 basis points | | (9,782) | | | (4,309) | | | (5,473) | |
(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
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.
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.
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 Date | | Shares Issued | | Aggregate Offering Price
($ in thousands) |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| January 3, 2023 | | 69,538 | | | $ | 1,429 | |
| February 1, 2023 | | 304,731 | | | 6,287 | |
| March 1, 2023 | | 500,646 | | | 10,323 | |
| Total | | 874,915 | | | $ | 18,039 | |
| | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, 2024 |
| Share Issue Date | | Shares Issued | | Aggregate Offering Price
($ in thousands) |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| January 2, 2024 | | 2,296,177 | | | $ | 47,852 | |
| February 1, 2024 | | 3,607,518 | | | 75,325 | |
| March 1, 2024 | | 10,909,053 | | | 227,999 | |
| Total | | 16,812,748 | | | $ | 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.
The following table sets forth information regarding repurchases of shares of our common stock during the three months ended March 31, 2023:2024:
| | Offer Date | Offer Date | | Tender Offer Expiration | | Purchase Price per Share | | Share Repurchased | | Aggregate Dollar Amount of Shares Accepted for Repurchase | Offer Date | | Tender Offer Expiration | | Purchase Price per Share | | Share Repurchased | | Aggregate Dollar Amount of Shares Accepted for Repurchase (in thousands) |
| March 1, 2023 | | March 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
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.
Item 6. Exhibits.
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| Number | Exhibit |
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| 3.1 | |
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| 3.2 | |
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| 10.1 |
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| 10.2 |
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| 31.1 | |
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| 31.2 | |
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| 32.1 | |
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| 32.2 | |
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| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because
XBRL tags are embedded within the Inline XBRL document.** |
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| 101.SCH | Inline XBRL Taxonomy Extension Schema Document** |
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| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document** |
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| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document** |
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| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document** |
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| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document** |
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| 104 | Cover 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.
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) |
| | | |