| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Barings Private Credit Corporation (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
06763A101 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 06763A101 |
| 1 | Names of Reporting Persons CPCF SPV, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,559,392.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.79 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IV |
SCHEDULE 13G |
| CUSIP No. | 06763A101 |
| 1 | Names of Reporting Persons Cresset Partners Private Credit Fund, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,559,392.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.79 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IV |
SCHEDULE 13G |
| CUSIP No. | 06763A101 |
| 1 | Names of Reporting Persons Cresset Partners Private Credit Fund MM, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,559,392.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.79 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 06763A101 |
| 1 | Names of Reporting Persons Cresset Partners Private Credit Fund Manager, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,559,392.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.79 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 06763A101 |
| 1 | Names of Reporting Persons Cresset Partners Private Funds Group, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,559,392.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.79 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 06763A101 |
| 1 | Names of Reporting Persons Cresset Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,559,392.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.79 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
SCHEDULE 13G |
| CUSIP No. | 06763A101 |
| 1 | Names of Reporting Persons Cresset Control Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,559,392.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.79 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 06763A101 |
| 1 | Names of Reporting Persons Cresset Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,559,392.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.79 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Barings Private Credit Corporation | |
| (b) | Address of issuer's principal executive
offices: 300 South Tryon Street, Suite 2500, Charlotte, North Carolina 28202 | |
| Item 2. | ||
| (a) | Name of person filing: This Schedule 13G is filed by the following entities (collectively, the "Reporting Persons"):
(1) CPCF SPV, LLC, a Delaware limited liability company ("CPCF SPV");
(2) Cresset Partners Private Credit Fund, LLC, a Delaware limited liability company ("CPCF"), the sole member of CPCF SPV;
(3) Cresset Partners Private Credit Fund MM, LLC, a Delaware limited liability company, the managing member of CPCF;
(4) Cresset Partners Private Credit Fund Manager, LLC, a Delaware limited liability company, the management company of CPCF;
(5) Cresset Partners Private Funds Group, LLC, a Delaware limited liability company, the sole member of Cresset Partners Private Credit Fund MM, LLC;
(6) Cresset Partners, LLC, a Delaware limited liability company, the sole member of Cresset Partners Private Funds Group, LLC and sub-advisor to Cresset Partners Private Credit Fund Manager, LLC; and
(7) Cresset Control Corporation, a Delaware corporation, the sole member of Cresset Partners, LLC; and
(8) Cresset Capital Management, LLC, a Delaware limited liability company, the sole member of Cresset Control Corporation;
and for each Reporting Person, with respect to shares of Common Stock of the Issuer directly held by CPCF SPV as reported in this statement.
CPCF, Cresset Partners Private Credit Fund MM, LLC, Cresset Partners Private Credit Fund Manager, LLC, Cresset Partners Private Funds Group, LLC, Cresset Partners, LLC, Cresset Control Corporation and Cresset Capital Management, LLC exercise shared voting and investment control over the Issuer's securities directly held by CPCF SPV and may be deemed to beneficially own the securities held of record by CPCF SPV. Each Reporting Person, other than CPCF SPV, disclaims beneficial ownership of all securities of the Issuer held by CPCF SPV, except to the extent of its pecuniary interest therein and this report shall not be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 13 of the Act or for any other purpose. | |
| (b) | Address or principal business office or, if
none, residence: 444 W Lake Street #4700
Chicago, Illinois 60606 | |
| (c) | Citizenship: Each of CPCF SPV, CPCF, Cresset Partners Private Credit Fund MM, LLC, Cresset Partners Private Credit Fund Manager, LLC, Cresset Partners Private Funds Group, LLC, Cresset Partners, LLC and Cresset Capital Management, LLC is a Delaware limited liability company. Cresset Control Corporation is a Delaware corporation. | |
| (d) | Title of class of securities: Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.: 06763A101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person in this Schedule 13G and is incorporated herein by reference for each Reporting Person. | |
| (b) | Percent of class: 4.79 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: 4559392.00 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 4559392.00 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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