UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________
Form 10-Q
__________________________________________________________
(Mark One)
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ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2022
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: None.
________________________________________________________
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 ¨ 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 August 9, 2022 was 51,795,798.
BARINGS PRIVATE CREDIT CORPORATION
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q
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PART I – FINANCIAL INFORMATION |
Item 1. | | |
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| Unaudited Consolidated Schedule of Investments as of June 30, 2022 | |
| Consolidated Schedule of Investments as of December 31, 2021 | |
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Item 2. | | |
Item 3. | | |
Item 4. | | |
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PART II – OTHER INFORMATION |
Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 3. | | |
Item 4. | | |
Item 5. | | |
Item 6. | | |
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Barings Private Credit Corporation
Consolidated Balance Sheets
(in thousands, except share and per share data)
| | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
| (Unaudited) | | |
Assets: | | | |
Investments at fair value: | | | |
Non-Control / Non-Affiliate investments (cost of $1,675,504 and $1,282,754 as of June 30, 2022 and December 31, 2021, respectively) | $ | 1,638,186 | | | $ | 1,280,597 | |
Affiliate investments (cost of $122,865 and $113,764 as of June 30, 2022 and December 31, 2021, respectively) | 136,110 | | | 117,051 | |
| | | |
| | | |
Total investments at fair value | 1,774,296 | | | 1,397,648 | |
Cash (restricted cash of $3,407 and $0 at June 30, 2022 and December 31, 2021, respectively) | 171,597 | | | 117,250 | |
Foreign currencies (cost of $25,666 and $6,198 as of June 30, 2022 and December 31, 2021, respectively) | 25,603 | | | 6,253 | |
Interest and fees receivable | 31,799 | | | 17,571 | |
Prepaid expenses and other assets | 15,589 | | | 1,933 | |
Deferred financing fees | 4,815 | | | 4,466 | |
Receivable from unsettled transactions | 5,151 | | | 3,909 | |
Total assets | $ | 2,028,850 | | | $ | 1,549,030 | |
Liabilities: | | | |
Accounts payable and accrued liabilities | $ | 784 | | | $ | 1,039 | |
Interest payable | 6,833 | | | 3,779 | |
Administrative fees payable | 535 | | | 300 | |
Base management fees payable | 2,850 | | | 1,489 | |
| | | |
| | | |
Derivative liability | 1,351 | | | 1,905 | |
Payable from unsettled transactions | 21,335 | | | 31,693 | |
Borrowings under credit facility | 673,818 | | | 524,825 | |
Notes payable (net of deferred financing fees) | 249,482 | | | 149,594 | |
| | | |
Total liabilities | 956,988 | | | 714,624 | |
Commitments and contingencies (Note 7) | | | |
Net Assets: | | | |
| | | |
Common stock, $0.001 par value per share (499,950,000 shares authorized, 51,594,967 and 40,551,193 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively) | 52 | | | 41 | |
Additional paid-in capital | 1,050,350 | | | 818,723 | |
Total distributable earnings | 21,460 | | | 15,642 | |
Total net assets | 1,071,862 | | | 834,406 | |
Total liabilities and net assets | $ | 2,028,850 | | | $ | 1,549,030 | |
Net asset value per share | $ | 20.77 | | | $ | 20.58 | |
See accompanying notes.
Barings Private Credit Corporation
Unaudited Consolidated Statements of Operations
(in thousands, except share and per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | For the period from May 10, 2021 (commencement of operations) to | | Six Months Ended | | For the period from May 10, 2021 (commencement of operations) to |
| June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Investment income: | | | | | | | |
Interest income: | | | | | | | |
Non-Control / Non-Affiliate investments | $ | 26,258 | | | $ | 5,953 | | | $ | 47,646 | | | $ | 5,953 | |
Affiliate investments | 136 | | | — | | | 219 | | | — | |
| | | | | | | |
| | | | | | | |
Total interest income | 26,394 | | | 5,953 | | | 47,865 | | | 5,953 | |
Dividend income: | | | | | | | |
| | | | | | | |
Affiliate investments | 3,368 | | | — | | | 7,791 | | | — | |
| | | | | | | |
Total dividend income | 3,368 | | | — | | | 7,791 | | | — | |
Fee and other income: | | | | | | | |
Non-Control / Non-Affiliate investments | 4,265 | | | 823 | | | 6,263 | | | 823 | |
Affiliate investments | 8 | | | — | | | 11 | | | — | |
| | | | | | | |
Total fee and other income | 4,273 | | | 823 | | | 6,274 | | | 823 | |
Payment-in-kind interest income: | | | | | | | |
Non-Control / Non-Affiliate investments | 528 | | | 37 | | | 1,924 | | | 37 | |
| | | | | | | |
| | | | | | | |
Total payment-in-kind interest income | 528 | | | 37 | | | 1,924 | | | 37 | |
| | | | | | | |
Total investment income | 34,563 | | | 6,813 | | | 63,854 | | | 6,813 | |
Operating expenses: | | | | | | | |
Interest and other financing fees | 7,446 | | | 894 | | | 12,522 | | | 894 | |
Base management fee (Note 2) | 2,850 | | | 687 | | | 5,018 | | | 687 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
General and administrative expenses (Note 2) | 1,479 | | | 525 | | | 2,694 | | | 525 | |
| | | | | | | |
| | | | | | | |
Net operating expenses | 11,775 | | | 2,106 | | | 20,234 | | | 2,106 | |
Net investment income before taxes | 22,788 | | | 4,707 | | | 43,620 | | | 4,707 | |
Income taxes, including excise tax expense | 3 | | | — | | | 3 | | | — | |
Net investment income | 22,785 | | | 4,707 | | | 43,617 | | | 4,707 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation Unaudited Consolidated Statements of Operations — (Continued) (in thousands, except share and per share data) |
| Three Months Ended | | For the period from May 10, 2021 (commencement of operations) to | | Six Months Ended | | For the period from May 10, 2021 (commencement of operations) to |
| June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions: | | | | | | | |
Net realized gains (losses): | | | | | | | |
Non-Control / Non-Affiliate investments | (2,382) | | | 1 | | | (2,525) | | | 1 | |
Net realized gains (losses) on investments | (2,382) | | | 1 | | | (2,525) | | | 1 | |
Foreign currency transactions | 3,463 | | | (811) | | | 3,878 | | | (811) | |
Net realized gains (losses) | 1,081 | | | (810) | | | 1,353 | | | (810) | |
Net unrealized appreciation (depreciation): | | | | | | | |
Non-Control / Non-Affiliate investments | (29,162) | | | 779 | | | (35,284) | | | 779 | |
Affiliate investments | (4,323) | | | — | | | 9,958 | | | — | |
| | | | | | | |
Net unrealized appreciation (depreciation) on investments | (33,485) | | | 779 | | | (25,326) | | | 779 | |
Foreign currency transactions | 21,995 | | | 3,127 | | | 25,455 | | | 3,127 | |
Net unrealized appreciation (depreciation) | (11,490) | | | 3,906 | | | 129 | | | 3,906 | |
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions | (10,409) | | | 3,096 | | | 1,482 | | | 3,096 | |
| | | | | | | |
| | | | | | | |
Net increase in net assets resulting from operations | $ | 12,376 | | | $ | 7,803 | | | $ | 45,099 | | | $ | 7,803 | |
Net investment income per share—basic and diluted | $ | 0.45 | | | $ | 0.21 | | | $ | 0.95 | | | $ | 0.21 | |
Net increase in net assets resulting from operations per share—basic and diluted | $ | 0.24 | | | $ | 0.35 | | | $ | 0.99 | | | $ | 0.35 | |
Dividends / distributions per share: | | | | | | | |
| | | | | | | |
| | | | | | | |
Total dividends / distributions per share | $ | 0.43 | | | $ | — | | | $ | 0.85 | | | $ | — | |
Weighted average shares outstanding—basic and diluted | 50,839,557 | | | 22,500,000 | | | 45,762,100 | | | 22,500,000 | |
See accompanying notes.
Barings Private Credit Corporation
Unaudited Consolidated Statements of Changes in Net Assets
(in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For the period from May 10, 2021 (commencement of operations) to June 30, 2021 | Common Stock | | Additional Paid-In Capital | | Total Distributable Earnings | | Total Net Assets |
Number of Shares | | Par Value | | | |
Balance, May 10, 2021 (1) | 50 | | | $ | — | | | $ | 1 | | | $ | (58) | | | $ | (57) | |
Net investment income | — | | | — | | | — | | | 4,707 | | | 4,707 | |
| | | | | | | | | |
Net realized gain on investments / foreign currency transactions | — | | | — | | | — | | | (810) | | | (810) | |
Net unrealized appreciation on investments / foreign currency transactions | — | | | — | | | — | | | 3,906 | | | 3,906 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Issuance of common stock | 22,500,000 | | | 23 | | | 449,977 | | | — | | | 450,000 | |
Repurchase of shares from Adviser | (50) | | | — | | | (1) | | | — | | | (1) | |
| | | | | | | | | |
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| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Balance, June 30, 2021 | 22,500,000 | | | $ | 23 | | | $ | 449,977 | | | $ | 7,745 | | | $ | 457,745 | |
(1) The beginning balance of $(57) relates to organizational costs and professional fees incurred prior to commencement of operations.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended June 30, 2022 | Common Stock | | Additional Paid-In Capital | | Total Distributable Earnings | | Total Net Assets |
Number of Shares | | Par Value | | | |
Balance, March 31, 2022 | 40,713,710 | | | $ | 41 | | | $ | 822,100 | | | $ | 31,266 | | | $ | 853,407 | |
Net investment income | — | | | — | | | — | | | 22,785 | | | 22,785 | |
| | | | | | | | | |
Net realized gain on investments / foreign currency transactions | — | | | — | | | — | | | 1,081 | | | 1,081 | |
Net unrealized depreciation on investments / foreign currency transactions | — | | | — | | | — | | | (11,490) | | | (11,490) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Dividends/distributions | 6,107 | | | — | | | 129 | | | (22,182) | | | (22,053) | |
Issuance of common stock | 10,875,150 | | | 11 | | | 228,121 | | | — | | | 228,132 | |
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| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Balance, June 30, 2022 | 51,594,967 | | | $ | 52 | | | $ | 1,050,350 | | | $ | 21,460 | | | $ | 1,071,862 | |
See accompanying notes.
Barings Private Credit Corporation
Unaudited Consolidated Statements of Changes in Net Assets — (Continued)
(in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For the period from May 10, 2021 (commencement of operations) to June 30, 2021 | Common Stock | | Additional Paid-In Capital | | Total Distributable Earnings | | Total Net Assets |
Number of Shares | | Par Value | | | |
Balance, May 10, 2021 (1) | 50 | | | $ | — | | | $ | 1 | | | $ | (58) | | | $ | (57) | |
Net investment income | — | | | — | | | — | | | 4,707 | | | 4,707 | |
| | | | | | | | | |
Net realized gain on investments / foreign currency transactions | — | | | — | | | — | | | (810) | | | (810) | |
Net unrealized appreciation on investments / foreign currency transactions | — | | | — | | | — | | | 3,906 | | | 3,906 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Issuance of common stock | 22,500,000 | | | 23 | | | 449,977 | | | — | | | 450,000 | |
Repurchase of shares from Adviser | (50) | | | — | | | (1) | | | — | | | (1) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Balance, June 30, 2021 | 22,500,000 | | | $ | 23 | | | $ | 449,977 | | | $ | 7,745 | | | $ | 457,745 | |
(1) The beginning balance of $(57) relates to organizational costs and professional fees incurred prior to commencement of operations.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Six Months Ended June 30, 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 | — | | | — | | | — | | | 43,617 | | | 43,617 | |
Net realized gain on investments / foreign currency transactions | — | | | — | | | — | | | 1,353 | | | 1,353 | |
Net unrealized appreciation on investments / foreign currency transactions | — | | | — | | | — | | | 129 | | | 129 | |
Dividends/distributions | 12,184 | | | — | | | 255 | | | (39,281) | | | (39,026) | |
Issuance of common stock | 11,031,590 | | | 11 | | | 231,372 | | | — | | | 231,383 | |
| | | | | | | | | |
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| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Balance, June 30, 2022 | 51,594,967 | | | $ | 52 | | | $ | 1,050,350 | | | $ | 21,460 | | | $ | 1,071,862 | |
See accompanying notes.
Barings Private Credit Corporation
Unaudited Consolidated Statements of Cash Flows
(in thousands)
| | | | | | | | | | | |
| Six Months Ended | | For the period from May 10, 2021 (commencement of operations) to |
| June 30, 2022 | | June 30, 2021 |
Cash flows from operating activities: | | | |
Net increase in net assets resulting from operations | $ | 45,099 | | | $ | 7,803 | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: | | | |
Purchases of portfolio investments | (499,825) | | | (65,014) | |
Purchases of portfolio investments from MassMutual | — | | | (602,838) | |
Repayments received / sales of portfolio investments | 80,265 | | | 9,360 | |
| | | |
| | | |
Loan origination and other fees received | 10,513 | | | 1,907 | |
Net realized (gain) loss on investments | 2,525 | | | (1) | |
Net realized (gain) loss on foreign currency transactions | (3,878) | | | 811 | |
Net unrealized (appreciation) depreciation on investments | 25,326 | | | (779) | |
Net unrealized (appreciation) depreciation on foreign currency transactions | (25,455) | | | (3,127) | |
Payment-in-kind interest | (1,924) | | | (37) | |
Amortization of deferred financing fees | 634 | | | 106 | |
Amortization of offering costs | 97 | | | 29 | |
Accretion of loan origination and other fees | (4,990) | | | (706) | |
Amortization / accretion of purchased loan premium / discount | (49) | | | (1) | |
Changes in operating assets and liabilities: | | | |
Interest and fees receivables | (14,026) | | | (6,527) | |
Prepaid expenses and other assets | 5,642 | | | (451) | |
Accounts payable and accrued liabilities | (756) | | | 1,280 | |
| | | |
Interest payable | 3,064 | | | 785 | |
Fair value of interest rate swap | (275) | | | — | |
| | | |
Net cash used in operating activities | (378,013) | | | (657,400) | |
Cash flows from financing activities: | | | |
Borrowings under credit facility | 215,448 | | | 289,203 | |
Repayments under credit facility | (55,000) | | | — | |
Proceeds from notes payable | 100,000 | | | — | |
Financing fees paid | (1,095) | | | (3,785) | |
Issuance of common stock | 231,383 | | | 450,000 | |
Cash dividends / distributions paid | (39,026) | | | — | |
Purchase of shares from Adviser | — | | | (1) | |
Net cash provided by financing activities | 451,710 | | | 735,417 | |
Net increase in cash and foreign currencies | 73,697 | | | 78,017 | |
Cash and foreign currencies, beginning of period | 123,503 | | | 1 | |
Cash and foreign currencies, end of period | $ | 197,200 | | | $ | 78,018 | |
Supplemental disclosure of cash flow information: | | | |
Cash paid for interest | $ | 9,098 | | | $ | — | |
Summary of non-cash financing transactions: | | | |
Dividends/distributions paid through DRIP share issuances | $ | 255 | | | $ | — | |
See accompanying notes.
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments
June 30, 2022
(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 |
Non–Control / Non–Affiliate Investments: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
1WorldSync, Inc. | | IT Consulting & Other Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 05/21 | | 07/25 | | $ | 10,952 | | | $ | 10,882 | | | $ | 10,950 | | | 1.0 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 10,952 | | | 10,882 | | | 10,950 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Accelerant Holdings | | Banking, Finance, Insurance & Real Estate | | Class A Convertible Preferred Equity (5,000 shares) | | N/A | | 01/22 | | N/A | | | | 5,000 | | | 5,202 | | | 0.5 | % | | (6)* |
| | | | | | | | | | | | 5,000 | | | 5,202 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Acclime Holdings HK Limited | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.50%, 7.0% Cash | | 08/21 | | 07/27 | | 5,165 | | | 5,035 | | | 5,155 | | | 0.5 | % | | (3) (5) (6) (7) (10) |
| | | | | | | | | | 5,165 | | | 5,035 | | | 5,155 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Accurus Aerospace Corporation | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 7.7% Cash | | 04/22 | | 03/28 | | 13,390 | | | 13,195 | | | 13,189 | | | 1.2 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 7.7% Cash | | 04/22 | | 03/28 | | — | | | (20) | | | (21) | | | — | % | | (6) (7) (9) |
| | Common Stock (262,573.98 shares) | | N/A | | 04/22 | | N/A | | | | 263 | | | 263 | | | — | % | | (6)* |
| | | | | | | | | | 13,390 | | | 13,438 | | | 13,431 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Acogroup | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 7.50%, 7.5% Cash | | 05/21 | | 10/26 | | 1,255 | | | 1,446 | | | 1,226 | | | 0.1 | % | | (3) (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 7.50%, 7.5% Cash | | 03/22 | | 10/26 | | 26,847 | | | 27,563 | | | 26,241 | | | 2.4 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 28,102 | | | 29,009 | | | 27,467 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Aesthetics Australia Group Pty Ltd (Laser Clinics Australia Group) | | Health Care Services | | First Lien Senior Secured Term Loan | | BBSY + 5.0%, 6.6% Cash | | 05/21 | | 03/25 | | 704 | | | 793 | | | 704 | | | 0.1 | % | | (3) (5) (6) (7) (18) |
| | | | | | | | | 704 | | | 793 | | | 704 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Air Comm Corporation, LLC | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | SOFR + 5.75%, 8.6% Cash | | 06/21 | | 07/27 | | 22,117 | | | 21,680 | | | 21,738 | | | 2.0 | % | | (5) (6) (7) (21) |
| | | | | | | | | | 22,117 | | | 21,680 | | | 21,738 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
AIT Worldwide Logistics Holdings, Inc. | | Transportation Services | | Second Lien Senior Secured Term Loan | | LIBOR + 7.50%, 9.8% Cash | | 05/21 | | 04/29 | | 7,220 | | | 7,075 | | | 6,931 | | | 0.6 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 7,220 | | | 7,075 | | | 6,931 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Amtech LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 6.6% Cash | | 11/21 | | 11/27 | | 2,714 | | | 2,632 | | | 2,643 | | | 0.2 | % | | (5) (6) (7) (8) |
| Revolver | | LIBOR + 5.50%, 6.6% Cash | | 11/21 | | 11/27 | | — | | | (8) | | | (7) | | | — | % | | (6) (7) (9) |
| | | | | | | | | 2,714 | | | 2,624 | | | 2,636 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
AnalytiChem Holding GmbH | | Chemicals | | First Lien Senior Secured Term Loan | | BBSY + 6.50%, 7.0% Cash | | 11/21 | | 12/28 | | 1,374 | | | 1,424 | | | 1,339 | | | 0.1 | % | | (3) (5) (6) (7) (17) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 6.5% Cash | | 11/21 | | 11/28 | | 4,871 | | | 5,013 | | | 4,750 | | | 0.4 | % | | (3) (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 6.5% Cash | | 11/21 | | 12/28 | | 1,671 | | | 1,823 | | | 1,629 | | | 0.2 | % | | (3) (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.50%, 7.5% Cash | | 11/21 | | 12/28 | | 951 | | | 951 | | | 928 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 6.5% Cash | | 04/22 | | 10/28 | | 7,089 | | | 7,196 | | | 6,883 | | | 0.6 | % | | (3) (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.50%, 7.5% Cash | | 06/22 | | 10/28 | | 1,283 | | | 1,283 | | | 1,251 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| | Revolver | | EURIBOR + 6.50%, 6.5% Cash | | 04/22 | | 10/23 | | — | | | (10) | | | (11) | | | — | % | | (3) (6) (7) (14) |
| | | | | | | | | | 17,239 | | | 17,680 | | | 16,769 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Anju Software, Inc. | | Application Software | | First Lien Senior Secured Term Loan | | LIBOR + 7.25%, 8.9% Cash | | 05/21 | | 02/25 | | 1,425 | | | 1,421 | | | 1,343 | | | 0.1 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 1,425 | | | 1,421 | | | 1,343 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Apex Bidco Limited | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | GBP LIBOR + 6.25%, 7.4% Cash | | 05/21 | | 01/27 | | 411 | | | 470 | | | 411 | | | — | % | | (3) (5) (6) (7) (11) |
| | | | | | | | | | 411 | | | 470 | | | 411 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
APOG Bidco Pty Ltd | | Healthcare | | Second Lien Senior Secured Term Loan | | BBSY + 7.25%, 8.4% Cash | | 04/22 | | 03/30 | | 1,115 | | | 1,189 | | | 1,092 | | | 0.1 | % | | (3) (5) (6) (7) (16) |
| | | | | | | | | | 1,115 | | | 1,189 | | | 1,092 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(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 |
Aptus 1829. GmbH | | Chemicals, Plastics, & Rubber | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 6.5% Cash | | 09/21 | | 09/27 | | $ | 5,062 | | | $ | 5,548 | | | $ | 4,951 | | | 0.5 | % | | (3) (5) (6) (7) (14) |
| | Preferred Stock (14 shares) | | N/A | | 09/21 | | N/A | | | | 122 | | | 110 | | | — | % | | (3) (6) |
| | Common Stock (49 shares) | | N/A | | 09/21 | | N/A | | | | 12 | | | 11 | | | — | % | | (3) (6) |
| | | | | | | | | | 5,062 | | | 5,682 | | | 5,072 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Apus Bidco Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 7.0% Cash | | 05/21 | | 03/28 | | 1,155 | | | 1,308 | | | 1,133 | | | 0.1 | % | | (3) (5) (6) (7) (24) |
| | | | | | | | | | 1,155 | | | 1,308 | | | 1,133 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
AQA Acquisition Holding, Inc. | | High Tech Industries | | Second Lien Senior Secured Term Loan | | LIBOR + 7.50%, 9.2% Cash | | 05/21 | | 03/29 | | 7,460 | | | 7,275 | | | 7,344 | | | 0.7 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 7,460 | | | 7,275 | | | 7,344 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Aquavista Watersides 2 LTD | | Transportation Services | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 6.9% Cash | | 12/21 | | 12/28 | | 2,512 | | | 2,652 | | | 2,419 | | | 0.2 | % | | (3) (5) (6) (7) (24) |
| | Revolver | | SONIA + 6.00%, 6.9% Cash | | 12/21 | | 12/22 | | — | | | — | | | (5) | | | — | % | | (3) (6) (7) (23) |
| | Second Lien Senior Secured Term Loan | | SONIA + 10.5% PIK | | 12/21 | | 12/28 | | 663 | | | 707 | | | 647 | | | 0.1 | % | | (3) (6) (7) (24) |
| | | | | | | | | | 3,175 | | | 3,359 | | | 3,061 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Archimede | | Consumer Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 5.7% Cash | | 05/21 | | 10/27 | | 14,114 | | | 14,208 | | | 13,761 | | | 1.3 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 14,114 | | | 14,208 | | | 13,761 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Argus Bidco Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 6.2% Cash | | 05/21 | | 12/27 | | 413 | | | 468 | | | 413 | | | — | % | | (3) (5) (6) (7) (23) |
| First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 5.8% Cash | | 04/22 | | 12/27 | | 212 | | | 214 | | | 212 | | | — | % | | (5) (6) (7) (14) |
| | | | | | | | | 625 | | | 682 | | | 625 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Armstrong Transport Group (Pele Buyer, LLC) | | Air Freight & Logistics | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 6.2% Cash | | 05/21 | | 06/24 | | 4,053 | | | 3,994 | | | 3,991 | | | 0.4 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 4,053 | | | 3,994 | | | 3,991 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ASPEQ Heating Group LLC | | Building Products, Air & Heating | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 7.5% Cash | | 05/21 | | 11/25 | | 1,611 | | | 1,601 | | | 1,611 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | 1,611 | | | 1,601 | | | 1,611 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Astra Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 7.2% Cash | | 11/21 | | 11/28 | | 2,405 | | | 2,547 | | | 2,324 | | | 0.2 | % | | (3) (5) (6) (7) (23) |
| | | | | | | | | | 2,405 | | | 2,547 | | | 2,324 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Audio Precision, Inc. | | High Tech Industries | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 7.0% Cash | | 05/21 | | 10/24 | | 2,637 | | | 3,019 | | | 2,637 | | | 0.2 | % | | (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 8.3% Cash | | 05/21 | | 10/24 | | 4,969 | | | 4,926 | | | 4,969 | | | 0.5 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 7,606 | | | 7,945 | | | 7,606 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Auxi International | | Commercial Finance | | First Lien Senior Secured Term Loan | | EURIBOR + 7.25%, 7.3% Cash | | 05/21 | | 12/26 | | 314 | | | 358 | | | 283 | | | — | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 314 | | | 358 | | | 283 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Avalign Holdings, Inc. | | Health Care Supplies | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 6.1% Cash | | 05/21 | | 12/25 | | 1,804 | | | 1,801 | | | 1,750 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 1,804 | | | 1,801 | | | 1,750 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Avance Clinical Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 5.50%, 6.0% Cash | | 11/21 | | 11/27 | | 2,831 | | | 2,810 | | | 2,727 | | | 0.3 | % | | (3) (5) (6) (7) (17) |
| | | | | | | | | | 2,831 | | | 2,810 | | | 2,727 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
AWP Group Holdings, Inc. | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 7.0% Cash | | 05/21 | | 12/27 | | 1,242 | | | 1,224 | | | 1,226 | | | 0.1 | % | | (6) (7) (9) |
| | | | | | | | | | 1,242 | | | 1,224 | | | 1,226 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(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 |
Azalea Buyer, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 6.8% Cash | | 11/21 | | 11/27 | | $ | 4,583 | | | $ | 4,481 | | | $ | 4,493 | | | 0.4 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.25%, 6.8% Cash | | 11/21 | | 11/27 | | 58 | | | 49 | | | 50 | | | — | % | | (6) (7) (9) |
| | Subordinated Term Loan | | 12.0% PIK | | 11/21 | | 05/28 | | 1,310 | | | 1,286 | | | 1,289 | | | 0.1 | % | | (6)* |
| | Common Stock (192,307.7 units) | | N/A | | 11/21 | | N/A | | | | 192 | | | 156 | | | — | % | | (6)* |
| | | | | | | | | | 5,951 | | | 6,008 | | | 5,988 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bariacum S.A | | Consumer Products | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 5.5% Cash | | 11/21 | | 11/28 | | 2,718 | | | 2,850 | | | 2,638 | | | 0.2 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 2,718 | | | 2,850 | | | 2,638 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bearcat Buyer, Inc. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 7.0% Cash | | 05/21 | | 07/26 | | 2,449 | | | 2,424 | | | 2,449 | | | 0.2 | % | | (6) (7) (9) |
| | | | | | | | | | 2,449 | | | 2,424 | | | 2,449 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Benify (Bennevis AB) | | High Tech Industries | | First Lien Senior Secured Term Loan | | STIBOR + 5.25%, 5.3% Cash | | 05/21 | | 07/26 | | 366 | | | 446 | | | 366 | | | — | % | | (3) (5) (6) (7) (25) |
| | | | | | | | | | 366 | | | 446 | | | 366 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bestop, Inc. | | Auto Parts & Equipment | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 6.6% Cash | | 05/21 | | 01/25 | | 3,673 | | | 3,667 | | | 3,642 | | | 0.3 | % | | (5) (6) (7) (20) |
| | | | | | | | 3,673 | | | 3,667 | | | 3,642 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Beyond Risk Management, Inc. | | Other Financial | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 6.8% Cash | | 10/21 | | 10/27 | | 2,560 | | | 2,488 | | | 2,485 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | 2,560 | | | 2,488 | | | 2,485 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bidwax | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | EURIBOR + 6.45%, 6.5% Cash | | 05/21 | | 02/28 | | 4,809 | | | 5,313 | | | 4,698 | | | 0.4 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 4,809 | | | 5,313 | | | 4,698 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
BigHand UK Bidco Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 6.7% Cash | | 05/21 | | 01/28 | | 379 | | | 429 | | | 372 | | | — | % | | (3) (5) (6) (7) (23) |
| | First Lien Senior Secured Term Loan | | SOFR +5.50%, 6.3% Cash | | 05/21 | | 01/28 | | 147 | | | 147 | | | 144 | | | — | % | | (3) (6) (7) (20) |
| | First Lien Senior Secured Term Loan | | SOFR +5.50%, 7.0% Cash | | 05/21 | | 01/28 | | 175 | | | 170 | | | 172 | | | — | % | | (3) (5) (6) (7) (20) |
| | | | | | | | | | 701 | | | 746 | | | 688 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bounteous, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 7.2% Cash | | 08/21 | | 08/27 | | 8,412 | | | 8,217 | | | 8,238 | | | 0.8 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 8,412 | | | 8,217 | | | 8,238 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Brightline Trains Florida LLC | | Transportation | | Senior Secured Note | | 8.0% Cash | | 08/21 | | 01/28 | | 8,000 | | | 8,000 | | | 7,580 | | | 0.7 | % | | (6)* |
| | | | | | | | | | 8,000 | | | 8,000 | | | 7,580 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Brightpay Limited | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.3% Cash | | 10/21 | | 10/28 | | 2,739 | | | 2,943 | | | 2,685 | | | 0.3 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 2,739 | | | 2,943 | | | 2,685 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
BrightSign LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 8.0% Cash | | 10/21 | | 10/27 | | 10,633 | | | 10,537 | | | 10,357 | | | 1.0 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 8.0% Cash | | 10/21 | | 10/27 | | — | | | (10) | | | (29) | | | 0.1 | % | | (6) (7) (9) |
| | LLC Units (923,857.7 units) | | N/A | | 10/21 | | N/A | | | | 924 | | | 844 | | | — | % | | (6)* |
| | | | | | | | | | 10,633 | | | 11,451 | | | 11,172 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
British Engineering Services Holdco Limited | | Commercial Services & Supplies | | First Lien Senior Secured Term Loan | | SONIA + 7.0%, 9.3% Cash | | 05/21 | | 12/27 | | 6,939 | | | 7,374 | | | 6,760 | | | 0.6 | % | | (3) (5) (6) (7) (24) |
| | | | | | | | | | 6,939 | | | 7,374 | | | 6,760 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bucharest Midco Limited | | Hotel, Gaming & Leisure | | First Lien Senior Secured GBP Term Loan | | 7.00% Cash | | 05/21 | | 07/26 | | 799 | | | 802 | | | 690 | | | 0.1 | % | | (3) (6) |
| | First Lien Senior Secured USD Term Loan | | 7.00% Cash | | 05/21 | | 07/26 | | 168 | | | 146 | | | 145 | | | — | % | | (3) (6) |
| | | | | | | | | | 967 | | | 948 | | | 835 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(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 |
BVI Medical, Inc. | | Healthcare | | Second Lien Senior Secured Term Loan | | EURIBOR + 9.50%, 9.5% Cash | | 06/22 | | 06/26 | | $ | 5,765 | | | $ | 5,566 | | | $ | 5,534 | | | 0.5 | % | | (5) (6) (7) (14) |
| | | | | | | | | | 5,765 | | | 5,566 | | | 5,534 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CAi Software, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 8.4% Cash | | 12/21 | | 12/28 | | 9,034 | | | 8,865 | | | 8,854 | | | 0.8 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 6.25%, 8.4% Cash | | 12/21 | | 12/27 | | — | | | (17) | | | (19) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 9,034 | | | 8,848 | | | 8,835 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Canadian Orthodontic Partners Corp. | | Healthcare | | First Lien Senior Secured Term Loan | | CDOR + 6.50%, 9.7% Cash | | 06/21 | | 03/26 | | 4,341 | | | 4,585 | | | 4,206 | | | 0.4 | % | | (3) (5) (6) (7) (26) |
| | Class A Equity (500,000 units) | | N/A | | 05/22 | | N/A | | | | 389 | | | 388 | | | — | % | | (3) (6)* |
| | Class C - Warrants (74,712.64 units) | | N/A | | 05/22 | | N/A | | | | — | | | — | | | — | % | | (3) (6)* |
| | | | | | | | | | 4,341 | | | 4,974 | | | 4,594 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Caribou Holding Company, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 7.64%, 8.6% Cash | | 04/22 | | 04/27 | | 3,907 | | | 3,850 | | | 3,848 | | | 0.4 | % | | (3) (5) (6) (7) (20) |
| | LLC Units (616,844 units) | | N/A | | 04/22 | | N/A | | | | 617 | | | 617 | | | 0.1 | % | | (3) (6)* |
| | | | | | | | | | 3,907 | | | 4,467 | | | 4,465 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Carlson Travel, Inc | | Business Travel Management | | Common Stock (125,349 shares) | | N/A | | 06/22 | | N/A | | | | 2,538 | | | 2,382 | | | 0.2 | % | | (5)* |
| | | | | | | | | | | | 2,538 | | | 2,382 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Centralis Finco S.a.r.l. | | Diversified Financial Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.3% Cash | | 05/21 | | 05/27 | | 117 | | | 136 | | | 116 | | | — | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 117 | | | 136 | | | 116 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ceres Pharma NV | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 5.5% Cash | | 10/21 | | 10/28 | | 3,009 | | | 3,201 | | | 2,906 | | | 0.3 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 3,009 | | | 3,201 | | | 2,906 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CGI Parent, LLC | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 6.9% Cash | | 02/22 | | 02/28 | | 17,751 | | | 17,415 | | | 17,441 | | | 1.6 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.50%, 6.9% Cash | | 02/22 | | 02/28 | | — | | | (31) | | | (29) | | | — | % | | (6) (7) (9) |
| | Preferred Stock (551 shares) | | N/A | | 02/22 | | N/A | | | | 551 | | | 806 | | | 0.1 | % | | (6) (7) |
| | | | | | | | | | 17,751 | | | 17,935 | | | 18,218 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Chambers Global Holdings Limited | | Data Processing & Outsourced Services | | First Lien Senior Secured Term Loan | | SONIA + 5.25, 6.4% Cash | | 05/21 | | 01/26 | | 1,161 | | | 1,330 | | | 1,141 | | | 0.1 | % | | (3) (5) (6) (7) (23) |
| | | | | | | | | | 1,161 | | | 1,330 | | | 1,141 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Classic Collision (Summit Buyer, LLC) | | Auto Collision Repair Centers | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 8.1% Cash | | 05/21 | | 01/26 | | 18,632 | | | 18,332 | | | 18,357 | | | 1.7 | % | | (5) (6) (7) (10) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 8.1% Cash | | 05/21 | | 04/26 | | 691 | | | 670 | | | 673 | | | 0.1 | % | | (5) (6) (7) (10) |
| | | | | | | | | | 19,323 | | | 19,002 | | | 19,030 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CM Acquisitions Holdings Inc. | | Internet & Direct Marketing | | First Lien Senior Secured Term Loan | | SOFR + 4.75%, 7.3% Cash | | 05/21 | | 05/25 | | 10,869 | | | 10,837 | | | 10,728 | | | 1.0 | % | | (5) (6) (7) (20) |
| | | | | | | | | | 10,869 | | | 10,837 | | | 10,728 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Coastal Marina Holdings, LLC | | Other Financial | | Subordinated Term Loan | | 10.0% PIK | | 11/21 | | 11/31 | | 2,512 | | | 2,301 | | | 2,280 | | | 0.2 | % | | (6) * |
| | Subordinated Term Loan | | 8.00% Cash | | 11/21 | | 11/31 | | 6,522 | | | 5,946 | | | 5,915 | | | 0.6 | % | | (6) * |
| | LLC Units (1,0132,978 units) | | N/A | | 11/21 | | N/A | | | | 4,522 | | | 5,070 | | | 0.5 | % | | (6) * |
| | | | | | | | | | 9,034 | | | 12,769 | | | 13,265 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Cobham Slip Rings SAS | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 8.5% Cash | | 11/21 | | 11/28 | | 3,091 | | | 3,022 | | | 3,031 | | | 0.3 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 3,091 | | | 3,022 | | | 3,031 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Command Alkon (Project Potter Buyer, LLC) | | Software | | First Lien Senior Secured Term Loan | | LIBOR + 7.0%, 8.7% Cash | | 05/21 | | 04/27 | | 11,850 | | | 11,643 | | | 11,661 | | | 1.1 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 11,850 | | | 11,643 | | | 11,661 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(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 |
Compass Precision, LLC | | Aerospace & Defense | | Senior Subordinated Term Loan | | 11.0% Cash, 1.0% PIK | | 04/22 | | 10/25 | | $ | 376 | | | $ | 369 | | | $ | 368 | | | — | % | | (5) (6) |
| | LLC Units (46,085.6 units) | | N/A | | 04/22 | | N/A | | | | 125 | | | 127 | | | — | % | | (6)* |
| | | | | | | | | | 376 | | | 494 | | | 495 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Comply365, LLC | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 6.5% Cash | | 04/22 | | 04/28 | | 7,168 | | | 7,029 | | | 7,025 | | | 0.7 | % | | (5) (6) (7) (20) |
| | Revolver | | SOFR + 5.50%, 6.5% Cash | | 04/22 | | 04/28 | | — | | | (11) | | | (11) | | | — | % | | (6) (7) (20) |
| | | | | | | | | | 7,168 | | | 7,018 | | | 7,014 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Contabo Finco S.À R.L | | Internet Software & Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.3% Cash | | 11/21 | | 10/26 | | 22,531 | | | 23,960 | | | 22,483 | | | 2.1 | % | | (3) (6) (7) (14) |
| | | | | | | | | | 22,531 | | | 23,960 | | | 22,483 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Core Scientific, Inc. | | Technology | | First Lien Senior Secured Term Loan | | 9.8% Cash | | 03/22 | | 03/25 | | 17,241 | | | 17,404 | | | 16,827 | | | 1.6 | % | | (3) (6) |
| | | | | | | | | | 17,241 | | | 17,404 | | | 16,827 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Cosmelux International | | Commodity Chemicals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 5.8% Cash | | 05/21 | | 07/24 | | 947 | | | 1,084 | | | 947 | | | 0.1 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 947 | | | 1,084 | | | 947 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Coyo Uprising GmbH | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 6.5% Cash, 3.5% PIK | | 09/21 | | 09/28 | | 9,149 | | | 9,972 | | | 8,942 | | | 0.8 | % | | (3) (5) (6) (7) (14) |
| | Class A Units (531.0 units) | | N/A | | 09/21 | | N/A | | | | 248 | | | 227 | | | — | % | | (3) (6) |
| | Class B Units (231.0 units) | | N/A | | 09/21 | | N/A | | | | 538 | | | 605 | | | 0.1 | % | | (3) (6) |
| | | | | | | | | | 9,149 | | | 10,758 | | | 9,774 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Crash Champions, LLC | | Automotive | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 7.2% Cash | | 05/21 | | 08/25 | | 19,512 | | | 19,084 | | | 18,716 | | | 1.7 | % | | (6) (5) (7) (20) |
| | | | | | | | | | 19,512 | | | 19,084 | | | 18,716 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CVL 3 | | Capital Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 5.5% Cash | | 12/21 | | 12/28 | | 3,973 | | | 4,189 | | | 3,891 | | | 0.4 | % | | (3) (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 6.4% Cash | | 12/21 | | 12/28 | | 2,480 | | | 2,422 | | | 2,429 | | | 0.2 | % | | (3) (5) (6) (7) (20) |
| | | | | | | | | | 6,453 | | | 6,611 | | | 6,320 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CW Group Holdings, LLC | | High Tech Industries | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 7.7% Cash | | 05/21 | | 01/27 | | 4,108 | | | 4,031 | | | 3,968 | | | 0.4 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 4,108 | | | 4,031 | | | 3,968 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
DecksDirect, LLC | | Building Materials | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 7.7% Cash | | 12/21 | | 12/26 | | 709 | | | 696 | | | 689 | | | 0.1 | % | | (5) (6) (7) (8) |
| | Revolver | | LIBOR + 6.00%, 7.7% Cash | | 12/21 | | 12/26 | | 65 | | | 62 | | | 59 | | | — | % | | (6) (7) (8) |
| | LLC Units (1,280.8 units) | | N/A | | 12/21 | | N/A | | | | 55 | | | 38 | | | — | % | | (6)* |
| | | | | | | | | | 774 | | | 813 | | | 786 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Direct Travel, Inc. | | Lodging & Casinos | | First Lien Senior Secured Term Loan | | LIBOR + 1.00%, 2.0% Cash, 7.5% PIK | | 05/21 | | 10/23 | | 5,711 | | | 4,923 | | | 5,243 | | | 0.5 | % | | (6) (7) (9) |
| | Super Senior Secured Term Loan | | LIBOR + 6.00%, 7.0% Cash | | 05/21 | | 10/23 | | 374 | | | 374 | | | 374 | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 6,085 | | | 5,297 | | | 5,617 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dragon Bidco | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 6.8% Cash | | 05/21 | | 04/28 | | 1,255 | | | 1,334 | | | 1,226 | | | 0.1 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 1,255 | | | 1,334 | | | 1,226 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
DreamStart Bidco SAS (d/b/a SmartTrade) | | Diversified Financial Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 5.5% Cash | | 05/21 | | 03/27 | | 836 | | | 943 | | | 830 | | | 0.1 | % | | (3) (6) (7) (15) |
| | | | | | | | | | 836 | | | 943 | | | 830 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dune Group | | Health Care Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 5.8% Cash | | 09/21 | | 09/28 | | 4,825 | | | 4,748 | | | 4,761 | | | 0.4 | % | | (3) (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 5.8% Cash | | 09/21 | | 09/28 | | 293 | | | 271 | | | 270 | | | — | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 5,118 | | | 5,019 | | | 5,031 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(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 |
Dunlipharder B.V. | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 6.50%, 7.6% Cash | | 06/22 | | 06/28 | | $ | 1,000 | | | $ | 985 | | | $ | 985 | | | 0.1 | % | | (3) (5) (6) (7) (19) |
| | | | | | | | | | 1,000 | | | 985 | | | 985 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dunn Paper, Inc. | | Forest Products & Paper | | Second Lien Senior Secured Term Loan | | LIBOR + 9.25%, 10.3% Cash | | 05/21 | | 08/23 | | 2,481 | | | 2,456 | | | 573 | | | 0.1 | % | | (5) (6) (7) (9) (30) |
| | | | | | | | | | 2,481 | | | 2,456 | | | 573 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dwyer Instruments, Inc. | | Electric | | First Lien Senior Secured Term Loan | | LIBOR + 6.0%, 8.3% Cash | | 07/21 | | 07/27 | | 6,481 | | | 6,358 | | | 6,331 | | | 0.6 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 6,481 | | | 6,358 | | | 6,331 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Echo Global Logistics, Inc. | | Air Transportation | | Second Lien Senior Secured Term Loan | | LIBOR + 7.25%, 8.2% Cash | | 11/21 | | 11/29 | | 16,433 | | | 16,162 | | | 16,203 | | | 1.5 | % | | (5) (6) (7) (8) |
| | Partnership Equity (448.2 units) | | N/A | | 11/21 | | N/A | | | | 448 | | | 597 | | | 0.1 | % | | (6)* |
| | | | | | | | | | 16,433 | | | 16,610 | | | 16,800 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ellkay, LLC | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.9% Cash | | 09/21 | | 09/27 | | 5,800 | | | 5,697 | | | 5,715 | | | 0.5 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 5,800 | | | 5,697 | | | 5,715 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
EMI Porta Holdco LLC | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 7.1% Cash | | 12/21 | | 12/27 | | 18,427 | | | 17,923 | | | 17,961 | | | 1.7 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.50%, 7.1% Cash | | 12/21 | | 12/27 | | 824 | | | 778 | | | 781 | | | 0.1 | % | | (6) (7) (9) |
| | | | | | | | | | 19,251 | | | 18,701 | | | 18,742 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Entact Environmental Services, Inc. | | Environmental Industries | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 8.0% Cash | | 05/21 | | 12/25 | | 1,832 | | | 1,818 | | | 1,777 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 1,832 | | | 1,818 | | | 1,777 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
EPS NASS Parent, Inc. | | Electrical Components & Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 8.0% Cash | | 05/21 | | 04/28 | | 2,194 | | | 2,154 | | | 2,166 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,194 | | | 2,154 | | | 2,166 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ERES Group | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 5.0% Cash | | 05/21 | | 07/26 | | 261 | | | 302 | | | 261 | | | — | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 261 | | | 302 | | | 261 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
eShipping, LLC | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 7.4% Cash | | 11/21 | | 11/27 | | 5,455 | | | 5,333 | | | 5,350 | | | 0.5 | % | | (5) (6) (7) (8) |
| | Revolver | | LIBOR + 5.75%, 7.4% Cash | | 11/21 | | 11/27 | | — | | | (13) | | | (12) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 5,455 | | | 5,320 | | | 5,338 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Events Software BidCo Pty Ltd | | Technology | | First Lien Senior Secured Term Loan | | BBSY + 5.50%, 7.4% Cash | | 03/22 | | 03/28 | | 1,762 | | | 1,853 | | | 1,701 | | | 0.2 | % | | (3) (5) (6) (7) (17) |
| | | | | | | | | | 1,762 | | | 1,853 | | | 1,701 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
F24 (Stairway BidCo Gmbh) | | Software Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 6.3% Cash | | 05/21 | | 08/27 | | 371 | | | 425 | | | 371 | | | — | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 371 | | | 425 | | | 371 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Findex Group Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | BBSY + 5.25%, 5.5% Cash | | 05/21 | | 05/24 | | 800 | | | 900 | | | 800 | | | 0.1 | % | | (3) (5) (6) (16) |
| | | | | | | | | | 800 | | | 900 | | | 800 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Fineline Technologies, Inc. | | Consumer Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 7.0% Cash | | 05/21 | | 02/28 | | 3,470 | | | 3,411 | | | 3,470 | | | 0.3 | % | | (6) (7) (9) |
| | | | | | | | | | 3,470 | | | 3,411 | | | 3,470 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Finexvet | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 5.5% Cash | | 03/22 | | 03/29 | | 2,122 | | | 2,171 | | | 2,063 | | | 0.2 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 2,122 | | | 2,171 | | | 2,063 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
FinThrive Software Intermediate Holdings Inc. | | Business Equipment & Services | | Preferred Stock (3,188.51 shares) | | 11.0% PIK | | 03/22 | | N/A | | | | 3,518 | | | 3,728 | | | 0.3 | % | | (5) (6) |
| | | | | | | | | | | | 3,518 | | | 3,728 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
FitzMark Buyer, LLC | | Cargo & Transportation | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 5.5% Cash | | 05/21 | | 12/26 | | 4,281 | | | 4,217 | | | 4,208 | | | 0.4 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 4,281 | | | 4,217 | | | 4,208 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(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 |
Five Star Holding LLC | | Packaging | | Second Lien Senior Secured Term Loan | | SOFR + 7.25%, 8.8% Cash | | 05/22 | | 05/30 | | $ | 7,152 | | | $ | 7,011 | | | $ | 7,009 | | | 0.7 | % | | (5) (6) (7) (19) |
| | LLC Units (505.1 Units) | | N/A | | 05/22 | | N/A | | | | 505 | | | 505 | | | — | % | | (6)* |
| | | | | | | | | | 7,152 | | | 7,516 | | | 7,514 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Flavor Producers, LLC. | | Packaged Foods & Meats | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 7.0% Cash, 1.0% PIK | | 05/21 | | 12/23 | | 892 | | | 868 | | | 876 | | | 0.1 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 892 | | | 868 | | | 876 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Flexential Issuer, LLC | | Information Technology | | Structured Secured Note - Class C | | 6.9% Cash | | 11/21 | | 11/51 | | 10,000 | | | 9,267 | | | 9,254 | | | 0.9 | % | | |
| | | | | | | | | | 10,000 | | | 9,267 | | | 9,254 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Footco 40 Limited | | Media & Entertainment | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 6.8% Cash | | 04/22 | | 04/29 | | 1,504 | | | 1,553 | | | 1,441 | | | 0.1 | % | | (3) (5) (6) (7) (23) |
| | | | | | | | | | 1,504 | | | 1,553 | | | 1,441 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
FragilePak LLC | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 7.4% Cash | | 05/21 | | 05/27 | | 9,204 | | | 8,884 | | | 9,107 | | | 0.8 | % | | (5) (6) (7) (8) |
| | Partnership Units (929.7 units) | | N/A | | 05/21 | | N/A | | | | 930 | | | 930 | | | 0.1 | % | | (6)* |
| | | | | | | | | | 9,204 | | | 9,814 | | | 10,037 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Front Line Power Construction LLC | | Construction Machinery | | First Lien Senior Secured Term Loan | | LIBOR + 12.50%, 14.0% Cash | | 11/21 | | 11/28 | | 1,247 | | | 1,183 | | | 1,216 | | | 0.1 | % | | (6) (7) (9) |
| | Common Stock (15,890 shares) | | N/A | | 11/21 | | N/A | | | | 68 | | | 38 | | | — | % | | |
| | | | | | | | | | 1,247 | | | 1,251 | | | 1,254 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
FSS Buyer LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.5% Cash | | 08/21 | | 08/28 | | 24,657 | | | 24,213 | | | 24,301 | | | 2.3 | % | | (5) (6) (7) (8) |
| | LP Interest (2,902.34 units) | | N/A | | 08/21 | | N/A | | | | 29 | | | 34 | | | — | % | | (6)* |
| | LP Units (12,760.8 units) | | N/A | | 08/21 | | N/A | | | | 128 | | | 149 | | | — | % | | (6)* |
| | | | | | | | | | 24,657 | | | 24,370 | | | 24,484 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Glacis Acquisition S.A.R.L. | | Transportation Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 6.5% Cash | | 05/21 | | 07/23 | | 3,827 | | | 3,945 | | | 3,827 | | | 0.4 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 3,827 | | | 3,945 | | | 3,827 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
GPZN II GmbH | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 5.5% Cash | | 06/22 | | 06/29 | | 449 | | | 427 | | | 422 | | | — | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 449 | | | 427 | | | 422 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Graphpad Software, LLC | | Internet Software & Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 6.5% Cash | | 11/21 | | 04/27 | | 16,224 | | | 16,054 | | | 16,186 | | | 1.5 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 7.0% Cash | | 05/21 | | 04/27 | | 10,950 | | | 10,950 | | | 10,950 | | | 1.0 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 27,174 | | | 27,004 | | | 27,136 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Healthe Care Specialty Pty Ltd | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | BBSY + 5.00%, 5.8% Cash | | 05/21 | | 10/24 | | 1,012 | | | 1,118 | | | 989 | | | 0.1 | % | | (3) (5) (6) (7) (18) |
| | | | | | | | | | 1,012 | | | 1,118 | | | 989 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Heartland Veterinary Partners, LLC | | Healthcare | | Subordinated Term Loan | | 11.0% PIK | | 11/21 | | 11/28 | | 5,079 | | | 4,968 | | | 4,979 | | | 0.5 | % | | (6)* |
| | Subordinated Term Loan | | 11.0% PIK | | 11/21 | | 11/23 | | 659 | | | 641 | | | 643 | | | 0.1 | % | | (6)* |
| | | | | | | | | | 5,738 | | | 5,609 | | | 5,622 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Heartland, LLC | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 7.0% Cash | | 05/21 | | 08/25 | | 6,748 | | | 6,651 | | | 6,642 | | | 0.6 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 6,748 | | | 6,651 | | | 6,642 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Heavy Construction Systems Specialists, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 11/21 | | 11/27 | | 22,807 | | | 22,390 | | | 22,445 | | | 2.1 | % | | (5) (6) (7) (8) |
| | Revolver | | LIBOR + 5.75%, 6.8% Cash | | 11/21 | | 11/27 | | — | | | (39) | | | (35) | | | — | % | | (6) (7) (8) |
| | | | | | | | | | 22,807 | | | 22,351 | | | 22,410 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.)) | | Insurance | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 5.0% Cash | | 05/21 | | 09/26 | | 8,664 | | | 9,674 | | | 8,526 | | | 0.8 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 8,664 | | | 9,674 | | | 8,526 | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(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 |
| | | | | | | | | | | | | | | | | | | | |
HemaSource, Inc. | | Health Care Distributors | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 7.2% Cash | | 05/21 | | 07/23 | | $ | 8,149 | | | $ | 8,108 | | | $ | 8,102 | | | 0.8 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 8,149 | | | 8,108 | | | 8,102 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Home Care Assistance, LLC | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 5.0%, 6.7% Cash | | 05/21 | | 03/27 | | 1,555 | | | 1,529 | | | 1,524 | | | 0.1 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 1,555 | | | 1,529 | | | 1,524 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Honour Lane Logistics Holdings Limited | | Transportation Services | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 6.7% Cash | | 04/22 | | 11/28 | | 17,500 | | | 16,987 | | | 16,975 | | | 1.6 | % | | (3) (5) (6) (7) (21) |
| | | | | | | | | | 17,500 | | | 16,987 | | | 16,975 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
HW Holdco, LLC (Hanley Wood LLC) | | Advertising | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 6.0% Cash | | 05/21 | | 12/24 | | 13,839 | | | 13,675 | | | 13,594 | | | 1.3 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 13,839 | | | 13,675 | | | 13,594 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
IM Square | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.5% Cash | | 05/21 | | 04/28 | | 4,391 | | | 4,866 | | | 4,322 | | | 0.4 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 4,391 | | | 4,866 | | | 4,322 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Image International Intermediate Holdco II, LLC | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 7.2% Cash | | 05/21 | | 07/24 | | 24,934 | | | 24,727 | | | 24,736 | | | 2.3 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 24,934 | | | 24,727 | | | 24,736 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Infoniqa Holdings GmbH | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.3% Cash | | 11/21 | | 11/28 | | 3,940 | | | 4,155 | | | 3,853 | | | 0.4 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 3,940 | | | 4,155 | | | 3,853 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Innovad Group II BV | | Beverage, Food & Tobacco | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 6.0% Cash | | 05/21 | | 04/28 | | 981 | | | 1,093 | | | 898 | | | 0.1 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 981 | | | 1,093 | | | 898 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
INOS 19-090 GmbH | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 5.4%, 5.4% Cash | | 05/21 | | 12/27 | | 640 | | | 722 | | | 640 | | | 0.1 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 640 | | | 722 | | | 640 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ipsen International Holding GmbH | | Capital Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 6.8% Cash, 0.5% PIK | | 05/21 | | 08/24 | | 1,126 | | | 1,181 | | | 1,083 | | | 0.1 | % | | (3) (6) (7) (15) |
| | | | | | | | | | 1,126 | | | 1,181 | | | 1,083 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Iridium Bidco Limited | | Radio & Television | | First Lien Senior Secured Term Loan | | GBP LIBOR + 5.25%, 5.8% Cash | | 05/21 | | 04/24 | | 3,722 | | | 4,002 | | | 3,688 | | | 0.3 | % | | (3) (5) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | GBP LIBOR + 5.25%, 5.8% Cash | | 05/21 | | 09/23 | | 913 | | | 1,049 | | | 905 | | | 0.1 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 4,635 | | | 5,051 | | | 4,593 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Isolstar Holding NV (IPCOM) | | Trading Companies & Distributors | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 5.0% Cash | | 05/21 | | 12/24 | | 2,467 | | | 2,334 | | | 2,467 | | | 0.2 | % | | (3) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 5.0% Cash | | 05/21 | | 06/25 | | 851 | | | 982 | | | 851 | | | 0.1 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 3,318 | | | 3,316 | | | 3,318 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ISS#2, LLC (d/b/a Industrial Services Solutions) | | Commercial Services & Supplies | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 7.8% Cash | | 05/21 | | 02/26 | | 1,967 | | | 1,822 | | | 1,927 | | | 0.2 | % | | (6) (7) (9) |
| | | | | | | | | | 1,967 | | | 1,822 | | | 1,927 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ITI Intermodal, Inc. | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 6.4% Cash | | 12/21 | | 12/27 | | 718 | | | 703 | | | 704 | | | 0.1 | % | | (5) (6) (7) (8) |
| | Revolver | | LIBOR + 4.75%, 6.4% Cash | | 12/21 | | 12/27 | | — | | | (2) | | | (2) | | | — | % | | (6) (7) (8) |
| | Common Stock (1,433.4 units) | | N/A | | 01/22 | | N/A | | | | 144 | | | 143 | | | — | % | | (6)* |
| | | | | | | | | | 718 | | | 845 | | | 845 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Jade Bidco Limited (Jane's) | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 6.3% Cash | | 05/21 | | 02/29 | | 3,455 | | | 3,546 | | | 3,377 | | | 0.3 | % | | (3) (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 8.0% Cash | | 05/21 | | 02/29 | | 21,245 | | | 20,753 | | | 20,771 | | | 1.9 | % | | (3) (5) (6) (7) (10) |
| | | | | | | | | | 24,700 | | | 24,299 | | | 24,148 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(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 |
Jaguar Merger Sub Inc. | | Other Financial | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 7.5% Cash | | 12/21 | | 09/24 | | $ | 3,780 | | | $ | 3,734 | | | $ | 3,733 | | | 0.3 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.25%, 7.5% Cash | | 12/21 | | 09/24 | | — | | | (5) | | | (5) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 3,780 | | | 3,729 | | | 3,728 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Jeeves Information Systems AB | | High Tech Industries | | First Lien Senior Secured Term Loan | | STIBOR + 5.25%, 5.8% Cash | | 05/21 | | 12/22 | | 148 | | | 181 | | | 148 | | | — | % | | (3) (5) (6) (7) (25) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.3% Cash | | 05/21 | | 12/22 | | 3,952 | | | 4,497 | | | 3,952 | | | 0.4 | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | SARON + 5.25%, 5.8% Cash | | 05/21 | | 12/22 | | 15,720 | | | 16,147 | | | 15,720 | | | 1.5 | % | | (3) (5) (6) (7) (27) |
| | | | | | | | | | 19,820 | | | 20,825 | | | 19,820 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Jon Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | BKBM + 5.50%, 7.1% Cash | | 03/22 | | 03/27 | | 3,884 | | | 4,219 | | | 3,769 | | | 0.4 | % | | (3) (5) (6) (7) (29) |
| | | | | | | | | | 3,884 | | | 4,219 | | | 3,769 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Jones Fish Hatcheries & Distributors LLC | | Consumer Products | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 02/22 | | 02/28 | | 2,785 | | | 2,732 | | | 2,735 | | | 0.3 | % | | (5) (6) (7) (10) |
| | Revolver | | LIBOR + 5.75%, 6.8% Cash | | 02/22 | | 02/28 | | — | | | (8) | | | (7) | | | — | % | | (6) (7) (9) |
| | LLC Units (974.7 units) | | N/A | | 02/22 | | N/A | | | | 97 | | | 97 | | | — | % | | (6)* |
| | | | | | | | | | 2,785 | | | 2,821 | | | 2,825 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Kano Laboratories LLC | | Chemicals, Plastics & Rubber | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 7.0% Cash | | 05/21 | | 11/26 | | 2,896 | | | 2,856 | | | 2,826 | | | 0.3 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,896 | | | 2,856 | | | 2,826 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Kid Distro Holdings, LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 8.0% Cash | | 10/21 | | 10/27 | | 23,757 | | | 23,330 | | | 23,400 | | | 2.2 | % | | (5) (6) (7) (9) |
| | LLC Units (1,062,795.2 units) | | N/A | | 10/21 | | N/A | | | | 1,064 | | | 1,012 | | | 0.1 | % | | (6)* |
| | | | | | | | | | 23,757 | | | 24,394 | | | 24,412 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Kona Buyer, LLC | | High Tech Industries | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 6.8% Cash | | 05/21 | | 12/27 | | 14,973 | | | 14,729 | | | 14,673 | | | 1.4 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 14,973 | | | 14,729 | | | 14,673 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
KSLB Holdings, LLC | | Beverage, Food & Tobacco | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 6.2% Cash | | 05/21 | | 07/25 | | 5,994 | | | 5,722 | | | 5,419 | | | 0.5 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 5,994 | | | 5,722 | | | 5,419 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
LAF International | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 5.8% Cash | | 05/21 | | 03/28 | | 575 | | | 649 | | | 575 | | | 0.1 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 575 | | | 649 | | | 575 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Lambir Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 6.0% Cash | | 12/21 | | 12/28 | | 2,138 | | | 2,217 | | | 2,066 | | | 0.2 | % | | (3) (5) (6) (7) (14) |
| | Second Lien Senior Secured Term Loan | | 12.0% PIK | | 12/21 | | 06/29 | | 641 | | | 670 | | | 625 | | | 0.1 | % | | (3) (6) |
| | | | | | | | | | 2,779 | | | 2,887 | | | 2,691 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Lattice Group Holdings Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 5.8% Cash | | 05/22 | | 05/29 | | 610 | | | 587 | | | 586 | | | 0.1 | % | | (3) (5) (6) (7) (19) |
| | Revolver | | SOFR + 5.25%, 6.7% Cash | | 05/22 | | 11/28 | | 35 | | | 35 | | | 35 | | | — | % | | (3) (6) (7) (19) |
| | | | | | | | | | 645 | | | 622 | | | 621 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
LeadsOnline, LLC | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 7.3% Cash | | 02/22 | | 02/28 | | 12,983 | | | 12,768 | | | 12,786 | | | 1.2 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.00%, 7.3% Cash | | 02/22 | | 02/28 | | 260 | | | 228 | | | 231 | | | — | % | | (6) (7) (9) |
| | LLC Units (39,370.1 units) | | N/A | | 02/22 | | N/A | | | | 39 | | | 39 | | | — | % | | (6)* |
| | | | | | | | | | 13,243 | | | 13,035 | | | 13,056 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Liberty Steel Holdings USA Inc. | | Industrial Other | | Revolver | | SOFR + 5.00%, 6.0% Cash | | 04/22 | | 04/25 | | 7,500 | | | 7,430 | | | 7,425 | | | 0.7 | % | | (5) (6) (7) (19) |
| | | | | | | | | | 7,500 | | | 7,430 | | | 7,425 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(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 |
Life Extension Institute, Inc. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 6.6% Cash | | 05/21 | | 02/24 | | $ | 7,097 | | | $ | 7,097 | | | $ | 7,097 | | | 0.7 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 7,097 | | | 7,097 | | | 7,097 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Listrac Bidco Limited | | Health Care | | First Lien Senior Secured Term Loan | | GBP LIBOR + 5.25%, 6.2% Cash | | 05/21 | | 11/22 | | 1,362 | | | 1,341 | | | 1,110 | | | 0.1 | % | | (3) (6) (7) (12) |
| | First Lien Senior Secured Term Loan | | GBP LIBOR + 5.25%, 6.2% Cash | | 05/21 | | 08/22 | | 56 | | | 45 | | | 54 | | | — | % | | (3) (6) (7) (12) |
| | Revolver | | GBP LIBOR + 5.25%, 6.2% Cash | | 05/21 | | 11/22 | | 38 | | | 29 | | | 37 | | | — | % | | (3) (6) (7) (12) |
| | | | | | | | | | 1,456 | | | 1,415 | | | 1,201 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
LivTech Purchaser, Inc. | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 6.0% Cash | | 05/21 | | 12/25 | | 1,527 | | | 1,511 | | | 1,513 | | | 0.1 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 1,527 | | | 1,511 | | | 1,513 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Loftware, Inc. | | Application Software | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 6.9% Cash | | 05/21 | | 12/25 | | 21,360 | | | 21,201 | | | 20,591 | | | 1.9 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 21,360 | | | 21,201 | | | 20,591 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Long Term Care Group, Inc. | | Healthcare | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 7.3% Cash | | 04/22 | | 09/27 | | 4,222 | | | 4,140 | | | 4,137 | | | 0.4 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 4,222 | | | 4,140 | | | 4,137 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Marmoutier Holding B.V. | | Consumer Products | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 5.8% Cash | | 12/21 | | 12/28 | | 1,788 | | | 1,877 | | | 1,739 | | | 0.2 | % | | (3) (5) (6) (7) (14) |
| | Revolver | | EURIBOR + 5.00%, 5.0% Cash | | 12/21 | | 06/27 | | — | | | (4) | | | (3) | | | — | % | | (3) (6) (7) (14) |
| | | | | | | | | | 1,788 | | | 1,873 | | | 1,736 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Marshall Excelsior Co. | | Capital Goods | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 7.7% Cash | | 02/22 | | 02/28 | | 5,732 | | | 5,642 | | | 5,631 | | | 0.5 | % | | (5) (6) (7) (20) |
| | Revolver | | SOFR + 5.50%, 7.7% Cash | | 02/22 | | 02/28 | | 475 | | | 461 | | | 460 | | | — | % | | (6) (7) (20) |
| | | | | | | | | | 6,207 | | | 6,103 | | | 6,091 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
MC Group Ventures Corporation | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 8.4% Cash | | 07/21 | | 06/27 | | 5,795 | | | 5,666 | | | 5,703 | | | 0.5 | % | | (5) (6) (7) (9) |
| | Partnership Units (560 units) | | N/A | | 06/21 | | N/A | | | | 560 | | | 624 | | | 0.1 | % | | (6)* |
| | | | | | | | | | 5,795 | | | 6,226 | | | 6,327 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Media Recovery, Inc. (SpotSee) | | Containers, Packaging & Glass | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 7.2% Cash | | 05/21 | | 11/25 | | 853 | | | 975 | | | 853 | | | 0.1 | % | | (5) (6) (7) (23) |
| | | | | | | | | | 853 | | | 975 | | | 853 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Median B.V. | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 6.00%, 7.2% Cash | | 02/22 | | 10/27 | | 6,012 | | | 6,499 | | | 5,425 | | | 0.5 | % | | (3) (5) (7) (23) |
| | | | | | | | | | 6,012 | | | 6,499 | | | 5,425 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Medical Solutions Parent Holdings, Inc. | | Healthcare | | Second Lien Senior Secured Term Loan | | LIBOR + 7.00%, 9.9% Cash | | 11/21 | | 11/29 | | 4,421 | | | 4,380 | | | 4,067 | | | 0.4 | % | | (5) (7) (9) |
| | | | | | | | | | 4,421 | | | 4,380 | | | 4,067 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Medplast Holdings, Inc. | | Health Care | | Second Lien Senior Secured Term Loan | | LIBOR + 7.75%, 9.4% Cash | | 05/21 | | 07/26 | | 9,325 | | | 8,647 | | | 8,603 | | | 0.8 | % | | (5) (7) (8) |
| | | | | | | | | | 9,325 | | | 8,647 | | | 8,603 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Mertus 522. GmbH | | Health Care | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 6.3% Cash | | 05/21 | | 05/26 | | 3,749 | | | 3,897 | | | 3,609 | | | 0.3 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 3,749 | | | 3,897 | | | 3,609 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Metis BidCo Pty Limited | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | BBSY + 5.25%, 5.5% Cash | | 05/21 | | 04/26 | | 392 | | | 439 | | | 392 | | | — | % | | (3) (5) (6) (17) |
| | | | | | | | | | 392 | | | 439 | | | 392 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
MNS Buyer, Inc. | | Construction & Building | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 7.2% Cash | | 08/21 | | 08/27 | | 916 | | | 900 | | | 903 | | | 0.1 | % | | (5) (6) (7) (8) |
| | Partnership Units (76.92 Units) | | N/A | | 08/21 | | N/A | | | | 77 | | | 64 | | | — | % | | (6)* |
| | | | | | | | | | 916 | | | 977 | | | 967 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Modern Star Holdings Bidco Pty Limited | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | BBSY + 6.0%, 7.1% Cash | | 05/21 | | 12/26 | | 795 | | | 857 | | | 774 | | | 0.1 | % | | (3) (5) (6) (7) (16) |
| | | | | | | | | | 795 | | | 857 | | | 774 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(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 |
Mold-Rite Plastics, LLC | | Containers, Packaging & Glass | | Second Lien Senior Secured Term Loan | | LIBOR + 7.00%, 8.5% Cash | | 09/21 | | 09/29 | | $ | 5,000 | | | $ | 4,954 | | | $ | 4,325 | | | 0.4 | % | | (5) (6) (7) (10) |
| | | | | | | | | | 5,000 | | | 4,954 | | | 4,325 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Murphy Midco Limited | | Media, Diversified & Production | | First Lien Senior Secured Term Loan | | SONIA + 4.75%, 6.1% Cash | | 05/21 | | 11/27 | | 572 | | | 644 | | | 563 | | | 0.1 | % | | (3) (5) (6) (7) (23) |
| | | | | | | | | | 572 | | | 644 | | | 563 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Music Reports, Inc. | | Media & Entertainment | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 7.1% Cash | | 05/21 | | 08/26 | | 2,585 | | | 2,550 | | | 2,535 | | | 0.2 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 2,585 | | | 2,550 | | | 2,535 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Napa Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 6.00%, 7.2% Cash | | 03/22 | | 03/28 | | 13,490 | | | 13,737 | | | 13,102 | | | 1.2 | % | | (3) (5) (6) (7) (17) |
| | | | | | | | | | 13,490 | | | 13,737 | | | 13,102 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Narda Acquisitionco., Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 7.5% Cash | | 12/21 | | 12/27 | | 4,580 | | | 4,506 | | | 4,396 | | | 0.4 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.25%, 7.5% Cash | | 12/21 | | 12/27 | | — | | | (17) | | | (42) | | | — | % | | (6) (7) (9) |
| | Class A Preferred Stock (3,708.1 units) | | N/A | | 12/21 | | N/A | | | | 371 | | | 311 | | | — | % | | (6)* |
| | Class B Common Stock (412.0 units) | | N/A | | 12/21 | | N/A | | | | 41 | | | — | | | — | % | | (6)* |
| | | | | | | | | | 4,580 | | | 4,901 | | | 4,665 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Navia Benefit Solutions, Inc. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 6.8% Cash | | 05/21 | | 02/27 | | 4,597 | | | 4,505 | | | 4,534 | | | 0.4 | % | | (6) (7) (8) |
| | | | | | | | | | 4,597 | | | 4,505 | | | 4,534 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
NeoxCo | | Internet Software & Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 6.8% Cash | | 05/21 | | 05/25 | | 237 | | | 267 | | | 237 | | | — | % | | (3) (5) (6) (7) (15) |
| | Second Lien Senior Secured Term Loan | | 12.5% PIK | | 05/21 | | 08/25 | | 41 | | | 46 | | | 41 | | | — | % | | (3) (6) |
| | | | | | | | | | 278 | | | 313 | | | 278 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net Health Acquisition Corp. | | Health Care Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 7.4% Cash | | 05/21 | | 12/25 | | 11,020 | | | 10,889 | | | 10,896 | | | 1.0 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 11,020 | | | 10,889 | | | 10,896 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Nexus Underwriting Management Limited | | Other Financial | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 5.9% Cash | | 10/21 | | 10/28 | | 3,890 | | | 4,198 | | | 3,783 | | | 0.4 | % | | (3) (5) (6) (7) (24) |
| | Revolver | | SONIA + 5.25%, 5.9% Cash | | 10/21 | | 04/23 | | 147 | | | 160 | | | 147 | | | — | % | | (3) (6) (7) (24) |
| | | | | | | | | | 4,037 | | | 4,358 | | | 3,930 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Northstar Recycling, LLC | | Environmental Industries | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 7.0% Cash | | 10/21 | | 09/27 | | 6,159 | | | 6,049 | | | 6,067 | | | 0.6 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 6,159 | | | 6,049 | | | 6,067 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Novotech Aus Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 5.75%, 7.6% Cash | | 01/22 | | 01/28 | | 3,964 | | | 4,101 | | | 3,889 | | | 0.4 | % | | (3) (5) (6) (7) (18) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 7.6% Cash | | 01/22 | | 01/28 | | 4,177 | | | 4,069 | | | 4,079 | | | 0.4 | % | | (3) (5) (6) (7) (21) |
| | | | | | | | | | 8,141 | | | 8,170 | | | 7,968 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
OA Buyer, Inc. | | Healthcare | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 8.3% Cash | | 12/21 | | 12/28 | | 9,613 | | | 9,431 | | | 9,421 | | | 0.9 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 6.00%, 8.3% Cash | | 12/21 | | 12/28 | | — | | | (25) | | | (27) | | | — | % | | (6) (7) (9) |
| | Partnership Units (210,920.1 units) | | N/A | | 12/21 | | N/A | | | | 211 | | | 211 | | | — | % | | (6)* |
| | | | | | | | | | 9,613 | | | 9,617 | | | 9,605 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
OAC Holdings I Corp | | Automotive | | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 7.8% Cash | | 03/22 | | 03/29 | | 3,630 | | | 3,560 | | | 3,563 | | | 0.3 | % | | (5) (6) (7) (21) |
| | Revolver | | SOFR + 5.00%, 6.7% Cash | | 03/22 | | 03/28 | | 1,076 | | | 1,050 | | | 1,051 | | | 0.1 | % | | (6) (7) (19) |
| | | | | | | | | | 4,706 | | | 4,610 | | | 4,614 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
OG III B.V. | | Containers & Glass Products | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 5.8% Cash | | 06/21 | | 06/28 | | 14,625 | | | 16,150 | | | 14,259 | | | 1.3 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 14,625 | | | 16,150 | | | 14,259 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(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 |
Omni Intermediate Holdings, LLC | | Transportation | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 6.0% Cash | | 05/21 | | 12/26 | | $ | 16,792 | | | $ | 16,560 | | | $ | 16,388 | | | 1.5 | % | | (5) (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.00%, 7.3% Cash | | 06/22 | | 12/26 | | 2,576 | | | 2,460 | | | 2,460 | | | 0.2 | % | | (5) (6) (7) (20) |
| | | | | | | | | | 19,368 | | | 19,020 | | | 18,848 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Options Technology Ltd. | | Computer Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 6.2% Cash | | 05/21 | | 12/25 | | 8,566 | | | 8,419 | | | 8,411 | | | 0.8 | % | | (3) (5) (6) (7) (10) |
| | | | | | | | | | 8,566 | | | 8,419 | | | 8,411 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Oracle Vision Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 5.7% Cash | | 06/21 | | 05/28 | | 1,347 | | | 1,525 | | | 1,322 | | | 0.1 | % | | (3) (5) (6) (7) (24) |
| | | | | | | | | | 1,347 | | | 1,525 | | | 1,322 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Origin Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 7.2% Cash | | 06/21 | | 06/28 | | 597 | | | 583 | | | 586 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 5.5% Cash | | 06/21 | | 06/28 | | 347 | | | 394 | | | 341 | | | — | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 944 | | | 977 | | | 927 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
OSP Hamilton Purchaser, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 7.5% Cash | | 12/21 | | 12/27 | | 2,269 | | | 2,227 | | | 2,232 | | | 0.2 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.25%, 7.5% Cash | | 12/21 | | 12/27 | | 56 | | | 53 | | | 53 | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 2,325 | | | 2,280 | | | 2,285 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Panther Bidco Pty Ltd (Junior Adventures Group) | | Consumer Services | | First Lien Senior Secured Term Loan | | BBSY + 5.50%, 7.0% Cash | | 05/21 | | 06/23 | | 664 | | | 745 | | | 629 | | | 0.1 | % | | (3) (5) (6) (18) |
| | | | | | | | | | 664 | | | 745 | | | 629 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Pare SAS (SAS Maurice MARLE) | | Health Care Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 6.50%, 6.5% Cash | | 05/21 | | 12/26 | | 836 | | | 958 | | | 834 | | | 0.1 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 836 | | | 958 | | | 834 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Patriot New Midco 1 Limited (Forensic Risk Alliance) | | Diversified Financial Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.75%, 8.2% Cash | | 05/21 | | 02/27 | | 472 | | | 467 | | | 448 | | | — | % | | (3) (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 6.8% Cash | | 05/21 | | 02/27 | | 371 | | | 424 | | | 352 | | | — | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 843 | | | 891 | | | 800 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
PDQ.Com Corporation | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 7.3% Cash | | 08/21 | | 08/27 | | 16,561 | | | 16,229 | | | 16,256 | | | 1.5 | % | | (5) (6) (7) (9) |
| | Class A-2 Partnership Units (86.39 units) | | N/A | | 08/21 | | N/A | | | | 86 | | | 117 | | | — | % | | (6)* |
| | | | | | | | | | 16,561 | | | 16,315 | | | 16,373 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
PEGASUS TRANSTECH HOLDING, LLC | | Trucking | | First Lien Senior Secured Term Loan | | LIBOR + 6.50%, 8.2% Cash | | 05/21 | | 11/24 | | 10,033 | | | 9,996 | | | 9,812 | | | 0.9 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 10,033 | | | 9,996 | | | 9,812 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Perforce Software, Inc. | | Internet Software & Services | | Second Lien Senior Secured Term Loan | | LIBOR + 8.00%, 9.7% Cash | | 05/21 | | 07/27 | | 6,497 | | | 6,428 | | | 6,497 | | | 0.6 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 6,497 | | | 6,428 | | | 6,497 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Perimeter Master Note Business Trust | | Credit Card ABS | | Structured Secured Note - Class A | | 4.7% Cash | | 05/22 | | 05/27 | | 109 | | | 109 | | | 106 | | | — | % | | (3) (6)* |
| | Structured Secured Note - Class B | | 5.4% Cash | | 05/22 | | 05/27 | | 109 | | | 109 | | | 109 | | | — | % | | (3) (6)* |
| | Structured Secured Note - Class C | | 5.9% Cash | | 05/22 | | 05/27 | | 109 | | | 109 | | | 104 | | | — | % | | (3) (6)* |
| | Structured Secured Note - Class D | | 8.5% Cash | | 05/22 | | 05/27 | | 109 | | | 109 | | | 101 | | | — | % | | (3) (6)* |
| | Structured Secured Note - Class E | | 11.4% Cash | | 05/22 | | 05/27 | | 5,564 | | | 5,564 | | | 5,178 | | | 0.5 | % | | (3) (6)* |
| | | | | | | | | | 6,000 | | | 6,000 | | | 5,598 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Permaconn BidCo Pty Ltd | | Tele-communications | | First Lien Senior Secured Term Loan | | BBSY + 6.50%, 7.8% Cash | | 12/21 | | 12/27 | | 7,675 | | | 7,791 | | | 7,499 | | | 0.7 | % | | (3) (5) (6) (7) (17) |
| | | | | | | | | | 7,675 | | | 7,791 | | | 7,499 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(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 |
Polara Enterprises, L.L.C. | | Capital Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 5.8% Cash | | 12/21 | | 12/27 | | $ | 6,811 | | | $ | 6,682 | | | $ | 6,675 | | | 0.6 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 4.75%, 5.8% Cash | | 12/21 | | 12/27 | | 123 | | | 741 | | | 741 | | | 0.1 | % | | (6) (7) (9) |
| | Partnership Units (7,408.6 Units) | | N/A | | 12/21 | | N/A | | | | 105 | | | 104 | | | — | % | | (6)* |
| | | | | | | | | | 6,934 | | | 7,528 | | | 7,520 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
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 | | 50,909 | | | 49,556 | | | 49,381 | | | 4.6 | % | | (5) (6) (7) (9) |
| | Warrants - Class A (26,774 units | | N/A | | 12/21 | | N/A | | | | — | | | — | | | — | % | | (5) (6) |
| | Warrants - Class B (9,036 units | | N/A | | 12/21 | | N/A | | | | — | | | — | | | — | % | | (5) (6) |
| | Warrants - Class CC (929 units | | N/A | | 12/21 | | N/A | | | | — | | | — | | | — | % | | (5) (6) |
| | Warrants - Class D (2,387 units) | | N/A | | 12/21 | | N/A | | | | — | | | — | | | — | % | | (5) (6) |
| | | | | | | | | | 50,909 | | | 49,556 | | | 49,381 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Premium Franchise Brands, LLC | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 8.5% Cash | | 05/21 | | 12/26 | | 24,784 | | | 24,378 | | | 24,378 | | | 2.3 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 24,784 | | | 24,378 | | | 24,378 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Premium Invest | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 6.2% Cash | | 06/21 | | 06/28 | | 3,868 | | | 4,343 | | | 3,868 | | | 0.4 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 3,868 | | | 4,343 | | | 3,868 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Preqin MC Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | SOFR + 5.25%, 5.5% Cash | | 08/21 | | 07/28 | | 2,500 | | | 2,433 | | | 2,448 | | | 0.2 | % | | (3) (5) (6) (7) (21) |
| | | | | | | | | | 2,500 | | | 2,433 | | | 2,448 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Professional Datasolutions, Inc. (PDI) | | Application Software | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 5.5% Cash | | 05/21 | | 10/24 | | 11,789 | | | 11,743 | | | 11,645 | | | 1.1 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 11,789 | | | 11,743 | | | 11,645 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ProfitOptics, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.5% Cash | | 03/22 | | 03/28 | | 710 | | | 696 | | | 697 | | | 0.1 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 6.5% Cash | | 03/22 | | 03/28 | | — | | | (4) | | | (3) | | | — | % | | (6) (7) (9) |
| | Second Lien Senior Subordinated Term Loan | | 8.0% Cash | | 03/22 | | 03/29 | | 32 | | | 32 | | | 32 | | | — | % | | (6)* |
| | LLC Units (96,774.2 units) | | N/A | | 03/22 | | N/A | | | | 65 | | | 66 | | | — | % | | (6)* |
| | | | | | | | | | 742 | | | 789 | | | 792 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Protego Bidco B.V. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 6.0% Cash | | 05/21 | | 03/28 | | 458 | | | 508 | | | 446 | | | — | % | | (3) (5) (6) (7) (14) |
| | Revolver | | EURIBOR + 5.25%, 5.3% Cash | | 05/21 | | 03/27 | | 125 | | | 139 | | | 123 | | | — | % | | (3) (6) (7) (14) |
| | | | | | | | | | 583 | | | 647 | | | 569 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
PSP Intermediate 4, LLC | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.3% Cash | | 05/22 | | 05/29 | | 854 | | | 822 | | | 811 | | | 0.1 | % | | (3) (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 6.9% Cash | | 05/22 | | 05/29 | | 866 | | | 842 | | | 842 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 1,720 | | | 1,664 | | | 1,653 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
QPE7 SPV1 BidCo Pty Ltd | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | BBSY + 5.50%, 6.0% Cash | | 09/21 | | 09/26 | | 4,505 | | | 4,649 | | | 4,456 | | | 0.4 | % | | (3) (5) (6) (7) (17) |
| | | | | | | | | | 4,505 | | | 4,649 | | | 4,456 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Questel Unite | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 6.3% Cash | | 05/21 | | 12/27 | | 1,848 | | | 1,989 | | | 1,848 | | | 0.2 | % | | (3) (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 7.3% Cash | | 05/21 | | 12/27 | | 1,000 | | | 988 | | | 1,000 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 2,848 | | | 2,977 | | | 2,848 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Recovery Point Systems, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.50%, 7.5% Cash | | 05/21 | | 07/26 | | 2,442 | | | 2,442 | | | 2,442 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,442 | | | 2,442 | | | 2,442 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(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 |
Renaissance Holding Corp. | | Application Software | | Second Lien Senior Secured Term Loan | | LIBOR + 7.00%, 8.7% Cash | | 05/21 | | 05/26 | | $ | 9,325 | | | $ | 9,304 | | | $ | 8,626 | | | 0.8 | % | | (5) (7) (8) |
| | | | | | | | | | 9,325 | | | 9,304 | | | 8,626 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Renovation Parent Holdings, LLC | | Home furnishings | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 7.5% Cash | | 11/21 | | 11/27 | | 14,490 | | | 14,161 | | | 14,204 | | | 1.3 | % | | (5) (6) (7) (9) |
| | Partnership Equity (592,105.3 units) | | N/A | | 11/21 | | N/A | | | | 592 | | | 592 | | | 0.1 | % | | (6)* |
| | | | | | | | | | 14,490 | | | 14,753 | | | 14,796 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
REP SEKO MERGER SUB LLC | | Air Freight & Logistics | | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 6.0% Cash | | 05/21 | | 12/26 | | 5,789 | | | 6,333 | | | 5,674 | | | 0.5 | % | | (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.00%, 6.0% Cash | | 06/22 | | 12/26 | | 13,566 | | | 13,372 | | | 13,295 | | | 1.2 | % | | (5) (6) (7) (15) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 6.7% Cash | | 05/21 | | 12/26 | | 7,750 | | | 7,732 | | | 7,582 | | | 0.7 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 27,105 | | | 27,437 | | | 26,551 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Resonetics, LLC | | Health Care Equipment | | Second Lien Senior Secured Term Loan | | LIBOR + 7.00%, 8.6% Cash | | 05/21 | | 04/29 | | 10,304 | | | 10,116 | | | 10,304 | | | 1.0 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 10,304 | | | 10,116 | | | 10,304 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
RevSpring, Inc. | | Business Services | | Second Lien Senior Secured Term Loan | | LIBOR + 8.25%, 10.5% Cash | | 05/21 | | 10/26 | | 2,556 | | | 2,511 | | | 2,556 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,556 | | | 2,511 | | | 2,556 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Reward Gateway (UK) Ltd | | Precious Metals & Minerals | | First Lien Senior Secured Term Loan | | SONIA + 6.75%, 7.4% Cash | | 08/21 | | 06/28 | | 12,200 | | | 13,573 | | | 11,951 | | | 1.1 | % | | (3) (5) (6) (7) (23) |
| | | | | | | | | | 12,200 | | | 13,573 | | | 11,951 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Riedel Beheer B.V. | | Food & Beverage | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 5.5% Cash | | 12/21 | | 12/28 | | 1,746 | | | 1,838 | | | 1,703 | | | 0.2 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 1,746 | | | 1,838 | | | 1,703 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ROI Solutions LLC | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 6.5% Cash | | 05/21 | | 08/24 | | 8,474 | | | 8,474 | | | 8,474 | | | 0.8 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 8,474 | | | 8,474 | | | 8,474 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
RPX Corporation | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 7.7% Cash | | 05/21 | | 10/25 | | 17,427 | | | 17,173 | | | 17,134 | | | 1.6 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 17,427 | | | 17,173 | | | 17,134 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Safety Products Holdings, LLC | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 7.6% Cash | | 05/21 | | 12/26 | | 5,393 | | | 5,262 | | | 5,285 | | | 0.5 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 5,393 | | | 5,262 | | | 5,285 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Sandvine Corporation | | Communications Equipment | | Second Lien Senior Secured Term Loan | | LIBOR + 8.00%, 9.7% Cash | | 05/21 | | 11/26 | | 8,685 | | | 8,657 | | | 8,685 | | | 0.8 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 8,685 | | | 8,657 | | | 8,685 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Sanoptis S.A.R.L. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 5.8% Cash | | 05/21 | | 05/26 | | 1,045 | | | 1,187 | | | 1,045 | | | 0.1 | % | | (3) (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.00%, 6.0% Cash | | 05/21 | | 05/26 | | 18,581 | | | 19,843 | | | 18,581 | | | 1.7 | % | | (3) (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | SARON + 5.50%, 5.5% Cash | | 05/21 | | 05/26 | | 2,938 | | | 3,074 | | | 2,938 | | | 0.3 | % | | (3) (5) (6) (7) (28) |
| | First Lien Senior Secured Term Loan | | SARON + 5.50%, 5.5% Cash | | 06/22 | | 07/29 | | 3,240 | | | 3,151 | | | 3,151 | | | 0.3 | % | | (3) (5) (6) (7) (28) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 5.5% Cash | | 06/22 | | 07/29 | | 9,381 | | | 8,918 | | | 8,918 | | | 0.8 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 35,185 | | | 36,173 | | | 34,633 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Scaled Agile, Inc. | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 7.8% Cash | | 12/21 | | 12/28 | | 1,744 | | | 1,705 | | | 1,726 | | | 0.2 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.50%, 7.8% Cash | | 12/21 | | 12/28 | | — | | | (6) | | | (3) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 1,744 | | | 1,699 | | | 1,723 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Scout Bidco B.V. | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | EURIBOR + 6.0%, 6.0% Cash | | 05/22 | | 03/29 | | 3,176 | | | 3,136 | | | 3,069 | | | 0.3 | % | | (3) (5) (6) (7) (14) |
| | Revolver | | EURIBOR + 6.0%, 6.0% Cash | | 05/22 | | 03/29 | | — | | | (13) | | | (13) | | | — | % | | (3) (6) (7) (14) |
| | | | | | | | | | 3,176 | | | 3,123 | | | 3,056 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(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 |
Sereni Capital NV | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 5.8% Cash | | 05/22 | | 11/28 | | $ | 81 | | | $ | 69 | | | $ | 68 | | | — | % | | (3) (5) (6) (7) (15) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 5.8% Cash | | 05/22 | | 05/29 | | 480 | | | 478 | | | 467 | | | — | % | | (3) (5) (6) (7) (15) |
| | Revolver | | EURIBOR + 5.75%, 5.8% Cash | | 05/22 | | 11/22 | | — | | | (1) | | | (1) | | | — | % | | (3) (6) (7) (15) |
| | | | | | | | | | 561 | | | 546 | | | 534 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Simulation Software Investment Company Pty Ltd | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 6.5% Cash | | 05/21 | | 09/22 | | 639 | | | 638 | | | 638 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | BBSY + 5.50%, 5.8% Cash | | 05/21 | | 09/22 | | 619 | | | 697 | | | 619 | | | 0.1 | % | | (3) (5) (6) (7) (17) |
| | | | | | | | | | 1,258 | | | 1,335 | | | 1,257 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
SISU ACQUISITIONCO., INC. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 7.5% Cash | | 05/21 | | 12/26 | | 2,531 | | | 2,492 | | | 2,429 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,531 | | | 2,492 | | | 2,429 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Smartling, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 7.3% Cash | | 11/21 | | 10/27 | | 14,456 | | | 14,156 | | | 14,198 | | | 1.3 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 7.3% Cash | | 11/21 | | 10/27 | | — | | | (19) | | | (16) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 14,456 | | | 14,137 | | | 14,182 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
SN BUYER, LLC | | Health Care Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 7.8% Cash | | 05/21 | | 12/26 | | 5,108 | | | 5,049 | | | 5,108 | | | 0.5 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 5,108 | | | 5,049 | | | 5,108 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Springbrook Software (SBRK Intermediate, Inc.) | | Enterprise Software & Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 7.8% Cash | | 05/21 | | 12/26 | | 6,723 | | | 6,647 | | | 6,723 | | | 0.6 | % | | (6) (7) (9) |
| | | | | | | | | | 6,723 | | | 6,647 | | | 6,723 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
SPT Acquico Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 7.0% Cash | | 05/21 | | 12/27 | | 1,807 | | | 1,768 | | | 1,807 | | | 0.2 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 1,807 | | | 1,768 | | | 1,807 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
SSCP Pegasus Midco Limited | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | SONIA + 6.75%, 7.7% Cash | | 05/21 | | 11/27 | | 684 | | | 764 | | | 668 | | | 0.1 | % | | (3) (5) (6) (7) (23) |
| | | | | | | | | | 684 | | | 764 | | | 668 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
SSCP Spring Bidco Limited | | Health Care | | First Lien Senior Secured Term Loan | | SONIA+ 6.00%, 7.1% Cash | | 05/21 | | 07/25 | | 998 | | | 1,149 | | | 998 | | | 0.1 | % | | (3) (5) (6) (7) (24) |
| | | | | | | | | | 998 | | | 1,149 | | | 998 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
SSCP Thermal Bidco SAS | | Industrial Machinery | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.3% Cash | | 05/21 | | 07/24 | | 696 | | | 804 | | | 696 | | | 0.1 | % | | (3) (5) (6) (7) (15) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 5.4% Cash | | 05/21 | | 07/24 | | 98 | | | 98 | | | 98 | | | — | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 794 | | | 902 | | | 794 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Starnmeer B.V. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.40%, 6.9% Cash | | 10/21 | | 04/27 | | 13,388 | | | 13,209 | | | 13,233 | | | 1.2 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 13,388 | | | 13,209 | | | 13,233 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Superjet Buyer, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 8.0% Cash | | 12/21 | | 12/27 | | 23,117 | | | 22,687 | | | 22,731 | | | 2.1 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 8.0% Cash | | 12/21 | | 12/27 | | — | | | (34) | | | (30) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 23,117 | | | 22,653 | | | 22,701 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Syniverse Holdings, Inc. | | Technology Distributors | | First Lien Senior Secured Term Loan | | SOFR + 7.00%, 8.3% Cash | | 05/22 | | 05/27 | | 20,003 | | | 19,052 | | | 17,578 | | | 1.6 | % | | (5) (7) (20) |
| | Series A Preferred Equity (7,575,758 units) | | N/A | | 05/22 | | N/A | | | | 7,424 | | | 7,424 | | | 0.7 | % | | (5) (6) |
| | | | | | | | | | 20,003 | | | 26,476 | | | 25,002 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Syntax Systems Ltd | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 7.2% Cash | | 11/21 | | 10/28 | | 6,411 | | | 6,340 | | | 6,347 | | | 0.6 | % | | (3) (5) (6) (7) (8) |
| | Revolver | | LIBOR + 5.75%, 7.2% Cash | | 11/21 | | 10/26 | | 516 | | | 508 | | | 509 | | | — | % | | (3) (6) (7) (8) |
| | | | | | | | | | 6,927 | | | 6,848 | | | 6,856 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(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 |
TA SL Cayman Aggregator Corp. | | Technology | | Subordinated Term Loan | | 7.8% PIK | | 07/21 | | 07/28 | | $ | 1,010 | | | $ | 993 | | | $ | 996 | | | 0.1 | % | | (6)* |
| | Common Stock (770 shares) | | N/A | | 07/21 | | N/A | | | | 24 | | | 36 | | | — | % | | (6)* |
| | | | | | | | | | 1,010 | | | 1,017 | | | 1,032 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Tank Holding Corp | | Metal & Glass Containers | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 7.6% Cash | | 03/22 | | 03/28 | | 14,345 | | | 14,033 | | | 14,050 | | | 1.3 | % | | (5) (6) (7) (19) |
| | Revolver | | SOFR + 6.00%, 7.6% Cash | | 03/22 | | 03/28 | | 273 | | | 259 | | | 259 | | | — | % | | (6) (7) (19) |
| | | | | | | | | | 14,618 | | | 14,292 | | | 14,309 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Techone B.V. | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 5.5% Cash | | 11/21 | | 11/28 | | 4,410 | | | 4,580 | | | 4,252 | | | 0.4 | % | | (3) (5) (6) (7) (14) |
| | Revolver | | EURIBOR + 5.50%, 5.5% Cash | | 11/21 | | 05/28 | | 129 | | | 127 | | | 123 | | | — | % | | (3) (6) (7) (14) |
| | | | | | | | | | 4,539 | | | 4,707 | | | 4,375 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Tencarva Machinery Company, LLC | | Capital Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 7.5% Cash | | 12/21 | | 12/27 | | 5,458 | | | 5,355 | | | 5,366 | | | 0.5 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.50%, 7.5% Cash | | 12/21 | | 12/27 | | — | | | (18) | | | (16) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 5,458 | | | 5,337 | | | 5,350 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Terrybear, Inc. | | Consumer Products | | Subordinated Term Loan | | 10.0% Cash, 4.0% PIK | | 04/22 | | 04/28 | | 256 | | | 251 | | | 251 | | | — | % | | (6)* |
| | Partnership Equity (24,359 units) | | N/A | | 04/22 | | N/A | | | | 239 | | | 244 | | | — | % | | (6)* |
| | | | | | | | | | 256 | | | 490 | | | 495 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC) | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | LIBOR + 4.25%, 5.9% Cash | | 10/21 | | 12/27 | | 1,258 | | | 1,160 | | | 1,190 | | | 0.1 | % | | (5) (6) (7) (8) |
| | Revolver | | LIBOR + 4.25%, 5.9% Cash | | 10/21 | | 12/27 | | — | | | (20) | | | (15) | | | — | % | | (6) (7) (8) |
| | Subordinated Term Loan | | 9.00% Cash | | 10/21 | | 12/27 | | 4,974 | | | 4,882 | | | 4,896 | | | 0.5 | % | | (6)* |
| | | | | | | | | | 6,232 | | | 6,022 | | | 6,071 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The Hilb Group, LLC | | Insurance Brokerage | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 8.0% Cash | | 05/21 | | 12/26 | | 2,682 | | | 2,610 | | | 2,627 | | | 0.2 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 7.8% Cash | | 05/21 | | 12/26 | | 1,034 | | | 926 | | | 935 | | | 0.1 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 8.0% Cash | | 05/21 | | 12/25 | | 933 | | | 915 | | | 914 | | | 0.1 | % | | (6) (7) (9) |
| | | | | | | | | | 4,649 | | | 4,451 | | | 4,476 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The Octave Music Group, Inc. | | Media: Diversified & Production | | Second Lien Senior Secured Term Loan | | SOFR + 7.75%, 8.2% Cash | | 04/22 | | 03/30 | | 6,541 | | | 6,413 | | | 6,410 | | | 0.6 | % | | (5) (6) (7) (20) |
| | Partnership Equity (353,584.39 units) | | N/A | | 04/22 | | N/A | | | | 354 | | | 354 | | | — | % | | (6)* |
| | | | | | | | | | 6,541 | | | 6,767 | | | 6,764 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total Safety U.S. Inc | | Diversified Support Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 7.0% Cash | | 08/21 | | 08/25 | | 2,375 | | | 2,353 | | | 2,268 | | | 0.2 | % | | (7) (10) |
| | | | | | | | | | 2,375 | | | 2,353 | | | 2,268 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Trident Maritime Systems, Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 7.0% Cash | | 05/21 | | 02/27 | | 9,006 | | | 8,881 | | | 8,848 | | | 0.8 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 9,006 | | | 8,881 | | | 8,848 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Truck-Lite Co., LLC | | Automotive Parts & Equipment | | First Lien Senior Secured Term Loan | | SOFR + 6.25%, 8.5% Cash | | 05/21 | | 12/26 | | 21,410 | | | 21,132 | | | 20,982 | | | 2.0 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 21,410 | | | 21,132 | | | 20,982 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
TSM II Luxco 10 SARL | | Chemical & Plastics | | Subordinated Term Loan | | EURIBOR + 8.75%, 8.8% Cash | | 03/22 | | 03/27 | | 8,886 | | | 9,074 | | | 8,531 | | | 0.8 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 8,886 | | | 9,074 | | | 8,531 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Turbo Buyer, Inc. | | Finance Companies | | First Lien Senior Secured Term Loan | | LIBOR + 6.00%, 8.2% Cash | | 11/21 | | 12/25 | | 11,826 | | | 11,581 | | | 11,628 | | | 1.1 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 11,826 | | | 11,581 | | | 11,628 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Turnberry Solutions, Inc. | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | SOFR + 6.00%, 7.1% Cash | | 07/21 | | 09/26 | | 2,659 | | | 2,615 | | | 2,590 | | | 0.2 | % | | (5) (6) (7) (20) |
| | | | | | | | | | 2,659 | | | 2,615 | | | 2,590 | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(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 |
| | | | | | | | | | | | | | | | | | | | |
UKFast Leaders Limited | | Technology | | First Lien Senior Secured Term Loan | | SONIA + 7.25%, 8.4% Cash | | 05/21 | | 09/27 | | $ | 4,288 | | | $ | 4,878 | | | $ | 4,205 | | | 0.4 | % | | (3) (5) (6) (7) (23) |
| | | | | | | | | | 4,288 | | | 4,878 | | | 4,205 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Union Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 5.50%, 6.7% Cash | | 06/22 | | 06/29 | | 2,190 | | | 2,134 | | | 2,138 | | | 0.2 | % | | (3) (5) (6) (7) (23) |
| | | | | | | | | | 2,190 | | | 2,134 | | | 2,138 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
United Therapy Holding III GmbH | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 5.7% Cash | | 04/22 | | 03/29 | | 711 | | | 678 | | | 651 | | | 0.1 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 711 | | | 678 | | | 651 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.) | | Legal Services | | First Lien Senior Secured Term Loan | | SOFR + 5.50%, 7.7% Cash | | 05/21 | | 11/24 | | 2,354 | | | 2,198 | | | 2,247 | | | 0.2 | % | | (5) (6) (7) (20) |
| | | | | | | | | | 2,354 | | | 2,198 | | | 2,247 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Utac Ceram | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.3% Cash | | 05/21 | | 09/27 | | 836 | | | 943 | | | 824 | | | 0.1 | % | | (3) (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 7.5% Cash | | 05/21 | | 09/27 | | 243 | | | 237 | | | 239 | | | — | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 1,079 | | | 1,180 | | | 1,063 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Validity, Inc. | | IT Consulting & Other Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 6.4% Cash | | 05/21 | | 05/25 | | 939 | | | 905 | | | 939 | | | 0.1 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 939 | | | 905 | | | 939 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Victoria Bidco Limited | | Industrial Machinery | | First Lien Senior Secured Term Loan | | SONIA + 6.50%, 6.7% Cash | | 03/22 | | 01/29 | | 4,656 | | | 5,016 | | | 4,519 | | | 0.4 | % | | (3) (5) (6) (7) (24) |
| | | | | | | | | | 4,656 | | | 5,016 | | | 4,519 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
VistaJet Pass Through Trust 2021-1B | | Airlines | | Structured Secured Note - Class B | | 6.3% Cash | | 11/21 | | 02/29 | | 10,000 | | | 10,000 | | | 9,673 | | | 0.9 | % | | (6)* |
| | | | | | | | | | 10,000 | | | 10,000 | | | 9,673 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Vital Buyer, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 7.6% Cash | | 06/21 | | 06/28 | | 972 | | | 955 | | | 971 | | | 0.1 | % | | (5) (6) (7) (9) |
| | Partnership Units (1,096.2 units) | | N/A | | 06/21 | | N/A | | | | 11 | | | 19 | | | — | % | | (6)* |
| | | | | | | | | | 972 | | | 966 | | | 990 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
VP Holding Company | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 7.2% Cash | | 05/21 | | 05/24 | | 7,239 | | | 7,027 | | | 6,950 | | | 0.6 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 7,239 | | | 7,027 | | | 6,950 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
W2O Holdings, Inc. | | Healthcare Technology | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 7.6% Cash | | 05/21 | | 06/25 | | 623 | | | 623 | | | 623 | | | 0.1 | % | | (6) (10) |
| | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 7.1% Cash | | 05/21 | | 06/25 | | — | | | — | | | — | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 623 | | | 623 | | | 623 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Woodland Foods, LLC | | Food & Beverage | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 7.1% Cash | | 12/21 | | 12/27 | | 8,295 | | | 8,142 | | | 8,161 | | | 0.8 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.50%, 7.1% Cash | | 12/21 | | 12/27 | | 563 | | | 533 | | | 537 | | | 0.1 | % | | (6) (7) (9) |
| | Common Stock (1,204.46 shares) | | N/A | | 12/21 | | N/A | | | | 1,204 | | | 1,204 | | | 0.1 | % | | (6)* |
| | | | | | | | | | 8,858 | | | 9,879 | | | 9,902 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
World 50, Inc. | | Professional Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 6.4% Cash | | 05/21 | | 01/26 | | 13,295 | | | 13,077 | | | 13,106 | | | 1.2 | % | | (5) (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 6.4% Cash | | 05/21 | | 01/26 | | 2,199 | | | 2,164 | | | 2,168 | | | 0.2 | % | | (5) (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 6.9% Cash | | 05/21 | | 01/26 | | 553 | | | 553 | | | 553 | | | 0.1 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 16,047 | | | 15,794 | | | 15,827 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Xeinadin Bidco Limited | | Financial Other | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 6.2% Cash | | 05/22 | | 05/29 | | 10,833 | | | 10,651 | | | 10,403 | | | 1.0 | % | | (3) (5) (6) (7) (23) |
| | Subordinated Term Loan | | 11.0% PIK | | 05/22 | | 05/29 | | 3,703 | | | 3,655 | | | 3,583 | | | 0.3 | % | | (3) (6) (7) |
| | Common Stock (354,281 shares) | | N/A | | 05/22 | | N/A | | | | 440 | | | 430 | | | — | % | | (3) (6)* |
| | | | | | | | | | 14,536 | | | 14,746 | | | 14,416 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(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 |
ZB Holdco LLC | | Food & Beverage | | First Lien Senior Secured Term Loan | | LIBOR + 5.00%, 7.6% Cash | | 02/22 | | 02/28 | | $ | 2,698 | | | $ | 2,625 | | | $ | 2,627 | | | 0.2 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.00%, 7.6% Cash | | 02/22 | | 02/28 | | — | | | (16) | | | (15) | | | — | % | | (6) (7) (9) |
| | LLC Units (152.7 units) | | N/A | | 02/22 | | N/A | | | | 153 | | | 188 | | | — | % | | (6)* |
| | | | | | | | | | 2,698 | | | 2,762 | | | 2,800 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Zeppelin Bidco Limited | | Services: Business | | First Lien Senior Secured Term Loan | | SONIA + 6.25%, 6.9% Cash | | 03/22 | | 03/29 | | 2,938 | | | 3,063 | | | 2,835 | | | 0.3 | % | | (3) (5) (6) (7) (22) |
| | Revolver | | SONIA + 6.25%, 6.9% Cash | | 03/22 | | 05/22 | | — | | | (1) | | | (7) | | | — | % | | (3) (6) (7) (22) |
| | | | | | | | | | 2,938 | | | 3,062 | | | 2,828 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Non–Control / Non–Affiliate Investments (152.8%) | | | | | | | | 1,642,185 | | | 1,675,504 | | | 1,638,186 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
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 | | | 3,180 | | | 3,209 | | | 0.3 | % | | (6)* |
| | Revolver | | LIBOR + 7.25% | | 08/21 | | 07/28 | | 5,005 | | | 4,922 | | | 5,005 | | | 0.5 | % | | (6) (8) |
| | LLC Units (63,139,338 units) | | N/A | | 08/21 | | N/A | | | | 63,423 | | | 81,807 | | | 7.6 | % | | (6)* |
| | | | | | | | | | 8,214 | | | 71,525 | | | 90,021 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Thompson Rivers LLC | | Investment Funds & Vehicles | | 6.3% Member Interest | | N/A | | 08/21 | | N/A | | | | 28,738 | | | 24,363 | | | 2.3 | % | | (3)* |
| | | | | | | | | | | | 28,738 | | | 24,363 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Waccamaw River LLC | | Investment Funds & Vehicles | | 20% Member Interest | | N/A | | 08/21 | | N/A | | | | 22,602 | | | 21,726 | | | 2.0 | % | | (3)* |
| | | | | | | | | | | | 22,602 | | | 21,726 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Affiliate Investments (12.7%) | | | | | | | | 8,214 | | | 122,865 | | | 136,110 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Total Investments, June 30, 2022 (165.5%)* | | | | | | | | $ | 1,650,399 | | | $ | 1,798,369 | | | $ | 1,774,296 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest Rate Swaps: | | | | | | | | | | |
Description | | Company Receives | | Company Pays | | Maturity Date | | Notional Amount | | Hedged Instrument |
Interest rate swap (See Note 5) | | 6.00 | % | | SOFR + 3.245% | | 5/10/2027 | | $ | 100,000 | | | May 2027 Notes |
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(Amounts in thousands, except share amounts)
Derivative Instruments
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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) | | $45,869 | | A$62,534 | | BNP Paribas SA | | 07/07/22 | | $ | 2,689 | |
Foreign currency forward contract (AUD) | | A$62,534 | | $43,441 | | BNP Paribas SA | | 07/07/22 | | (261) | |
Foreign currency forward contract (AUD) | | $41,967 | | A$60,587 | | BNP Paribas SA | | 10/06/22 | | 101 | |
| | | | | | | | | | |
Foreign currency forward contract (CAD) | | $1,730 | | C$2,190 | | BNP Paribas SA | | 07/07/22 | | 29 | |
Foreign currency forward contract (CAD) | | C$2,190 | | $1,715 | | BNP Paribas SA | | 07/07/22 | | (14) | |
Foreign currency forward contract (CAD) | | $1,284 | | C$1,652 | | BNP Paribas SA | | 10/06/22 | | 1 | |
| | | | | | | | | | |
Foreign currency forward contract (DKK) | | 2,157kr. | | $305 | | BNP Paribas SA | | 07/07/22 | | (2) | |
Foreign currency forward contract (DKK) | | $322 | | 2,157kr. | | BNP Paribas SA | | 07/07/22 | | 19 | |
Foreign currency forward contract (DKK) | | $310 | | 2,176kr. | | BNP Paribas SA | | 10/06/22 | | 2 | |
| | | | | | | | | | |
Foreign currency forward contract (EUR) | | $164,068 | | €149,309 | | BNP Paribas SA | | 07/07/22 | | 7,745 | |
Foreign currency forward contract (EUR) | | €149,309 | | $157,250 | | BNP Paribas SA | | 07/07/22 | | (926) | |
Foreign currency forward contract (EUR) | | $164,805 | | €155,470 | | BNP Paribas SA | | 10/06/22 | | 954 | |
| | | | | | | | | | |
Foreign currency forward contract (GBP) | | $54,561 | | £42,497 | | BNP Paribas SA | | 07/07/22 | | 2,869 | |
Foreign currency forward contract (GBP) | | £42,497 | | $51,808 | | BNP Paribas SA | | 07/07/22 | | (115) | |
Foreign currency forward contract (GBP) | | $52,192 | | £42,738 | | BNP Paribas SA | | 10/06/22 | | 114 | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Foreign currency forward contract (NZD) | | $457 | | NZ$661 | | BNP Paribas SA | | 07/07/22 | | 44 | |
Foreign currency forward contract (NZD) | | NZ$661 | | $414 | | BNP Paribas SA | | 07/07/22 | | (1) | |
Foreign currency forward contract (NZD) | | $392 | | NZ$627 | | BNP Paribas SA | | 10/06/22 | | 1 | |
| | | | | | | | | | |
Foreign currency forward contract (SEK) | | 5,569kr | | $550 | | BNP Paribas SA | | 07/07/22 | | (6) | |
Foreign currency forward contract (SEK) | | $599 | | 5,569kr | | BNP Paribas SA | | 07/07/22 | | 55 | |
Foreign currency forward contract (SEK) | | $560 | | 5,656kr | | BNP Paribas SA | | 10/06/22 | | 6 | |
| | | | | | | | | | |
Foreign currency forward contract (CHF) | | $20,259 | | 18,801Fr. | | BNP Paribas SA | | 07/07/22 | | 575 | |
Foreign currency forward contract (CHF) | | 18,801Fr. | | $19,662 | | BNP Paribas SA | | 07/07/22 | | 22 | |
Foreign currency forward contract (CHF) | | $19,957 | | 18,960Fr. | | BNP Paribas SA | | 10/06/22 | | (26) | |
| | | | | | | | | | |
| | | | | | | | | | |
Total Foreign Currency Forward Contracts, June 30, 2022 | | | | | | | | $ | 13,875 | |
* Fair value as a percentage of net assets.
(1)All debt investments are income producing, unless otherwise noted. Eclipse Business Capital, LLC, Thompson Rivers LLC and Waccamaw River LLC equity investments are income producing. All other equity and any equity-linked investments are non-income producing. The Board of Directors (the “Board”) of Barings Private Credit Corporation (the “Company”) determined in good faith that all investments were valued at fair value in accordance with the Company’s valuation policies and procedures and the Investment Company Act of 1940, as amended, (the “1940 Act”) based on, among other things, the input of the Company’s external investment adviser, Barings LLC (“Barings” or the “Adviser”), the Company’s Audit Committee and an independent valuation firm that has been engaged to assist in the valuation of the Company’s middle-market equity and debt investments. 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 variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to LIBOR, EURIBOR, GBP LIBOR, SARON, BBSY, CDOR, STIBOR, SOFR, BKBM, SONIA or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically reset semi-annually, quarterly, or monthly at the borrower’s option. 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 June 30, 2022 represented 165.5% 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 27.4% of total investments at fair value as of June 30, 2022. 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's voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled "Affiliate Investments" for the six months ended June 30, 2022 were as follows:
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
June 30, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 Value | Gross Additions (b) | Gross Reductions (c) | Amount of Realized Gain (Loss) | Amount of Unrealized Gain (Loss) | June 30, 2022 Value | Amount of Interest or Dividends Credited to Income(d) |
Portfolio Company | Type of Investment(a) |
Eclipse Business Capital, LLC (e) | Second Lien Senior Secured Term Loan (7.5% Cash) | $ | 3,345 | | $ | 2 | | $ | — | | $ | — | | $ | (138) | | $ | 3,209 | | $ | 119 | |
Revolver (LIBOR + 7.25%) | 1,283 | | 3,728 | | — | | — | | (6) | | 5,005 | | 111 | |
LLC units (63,139,338 units) | 65,412 | | — | | — | | — | | 16,395 | | 81,807 | | 4,860 | |
| 70,040 | | 3,730 | | — | | — | | 16,251 | | 90,021 | | 5,090 | |
| | | | | | | | |
Thompson Rivers LLC | 6.3% Member Interest | 33,511 | | — | | (3,511) | | — | | (5,637) | | 24,363 | | 2,157 | |
| 33,511 | | — | | (3,511) | | — | | (5,637) | | 24,363 | | 2,157 | |
| | | | | | | | |
Waccamaw River LLC | 20% Member Interest | 13,500 | | 8,882 | | | — | | (656) | | 21,726 | | 774 | |
13,500 | | 8,882 | | — | | — | | (656) | | 21,726 | | 774 | |
| | | | | | | | |
Total Affiliate Investments | $ | 117,051 | | $ | 12,612 | | $ | (3,511) | | $ | — | | $ | 9,958 | | $ | 136,110 | | $ | 8,021 | |
(a) Eclipse Business Capital, LLC, Thompson Rivers LLC and Waccamaw River LLC equity investments are income producing.
(b) Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments.
(c) Gross reductions include decreases in the total cost basis of investments resulting from principal repayments, sales and return of capital.
(d) 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.
(e) 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)The fair value of the investment was determined using significant unobservable inputs.
(7)Debt investment includes interest rate floor feature.
(8)The interest rate on these loans is subject to 1 Month LIBOR, which as of June 30, 2022 was 1.78671%.
(9)The interest rate on these loans is subject to 3 Month LIBOR, which as of June 30, 2022 was 2.28514%.
(10)The interest rate on these loans is subject to 6 Month LIBOR, which as of June 30, 2022 was 2.93514%.
(11)The interest rate on these loans is subject to 3 Month GBP LIBOR, which as of June 30, 2022 was 1.66920%.
(12)The interest rate on these loans is subject to 6 Month GBP LIBOR, which as of June 30, 2022 was 2.25610%.
(13)The interest rate on these loans is subject to 1 Month EURIBOR, which as of June 30, 2022 was -0.50800%.
(14)The interest rate on these loans is subject to 3 Month EURIBOR, which as of June 30, 2022 was -0.19500%.
(15)The interest rate on these loans is subject to 6 Month EURIBOR, which as of June 30, 2022 was 0.26300%.
(16)The interest rate on these loans is subject to 1 Month BBSY, which as of June 30, 2022 was 1.14000%.
(17)The interest rate on these loans is subject to 3 Month BBSY, which as of June 30, 2022 was 1.81320%.
(18)The interest rate on these loans is subject to 6 Month BBSY, which as of June 30, 2022 was 2.67220%.
(19)The interest rate on these loans is subject to 1 Month SOFR, which as of June 30, 2022 was 1.68597%.
(20)The interest rate on these loans is subject to 3 Month SOFR, which as of June 30, 2022 was 2.11654%.
(21)The interest rate on these loans is subject to 6 Month SOFR, which as of June 30, 2022 was 2.63063%.
(22)The interest rate on these loans is subject to 1 Month SONIA, which as of June 30, 2022 was 1.19310%.
(23)The interest rate on these loans is subject to 3 Month SONIA, which as of June 30, 2022 was 1.54990%.
(24)The interest rate on these loans is subject to 6 Month SONIA, which as of June 30, 2022 was 1.97950%.
(25)The interest rate on these loans is subject to 3 Month STIBOR, which as of June 30, 2022 was 0.00802%.
(26)The interest rate on these loans is subject to 3 Month CDOR, which as of June 30, 2022 was 2.75500%.
(27)The interest rate on these loans is subject to 1 Month SARON, which as of June 30, 2022 was -0.46480%.
(28)The interest rate on these loans is subject to 3 Month SARON, which as of June 30, 2022 was -0.62710%.
(29)The interest rate on these loans is subject to 3 Month BKBM, which as of June 30, 2022 was 2.68000%.
(30)Non-accrual investment.
See accompanying notes.
Barings Private Credit Corporation
Consolidated Schedule of Investments
December 31, 2021
(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 |
Non–Control / Non–Affiliate Investments: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
1WorldSync, Inc. | | IT Consulting & Other Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 7.3% Cash | | 05/21 | | 07/25 | | $ | 11,008 | | | $ | 10,927 | | | $ | 11,008 | | | 1.3 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 11,008 | | | 10,927 | | | 11,008 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Acclime Holdings HK Limited | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.5%, 7.0% Cash | | 08/21 | | 07/27 | | 4,206 | | | 4,065 | | | 4,072 | | | 0.5 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 4,206 | | | 4,065 | | | 4,072 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Accomplish Group Midco Limited | | Health Care Services | | First Lien Senior Secured Term Loan | | GBP LIBOR + 5.25%, 5.8% Cash | | 05/21 | | 11/25 | | 1,409 | | | 1,462 | | | 1,409 | | | 0.2 | % | | (3) (5) (6) (7) (11) |
| | | | | | | | | | 1,409 | | | 1,462 | | | 1,409 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Accurus Aerospace Corporation | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 4.5%, 5.5% Cash, 1.5% PIK | | 05/21 | | 10/24 | | 6,462 | | | 5,662 | | | 6,240 | | | 0.7 | % | | (6) (7) (10) |
| | | | | | | | | | 6,462 | | | 5,662 | | | 6,240 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Acogroup | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.0%, 5.0% Cash, 2.5% PIK | | 05/21 | | 10/26 | | 1,365 | | | 1,446 | | | 1,365 | | | 0.2 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 1,365 | | | 1,446 | | | 1,365 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Aesthetics Australia Group Pty Ltd (Laser Clinics Australia Group) | | Health Care Services | | First Lien Senior Secured Term Loan | | BBSY + 5.0%, 6.0% Cash | | 05/21 | | 09/23 | | 744 | | | 792 | | | 744 | | | 0.1 | % | | (3) (5) (6) (7) (17) |
| | | | | | | | | 744 | | | 792 | | | 744 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Air Comm Corporation, LLC | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.3% Cash | | 06/21 | | 07/27 | | 22,226 | | | 21,746 | | | 21,727 | | | 2.6 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 22,226 | | | 21,746 | | | 21,727 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
AIT Worldwide Logistics Holdings, Inc. | | Air Freight & Logistics | | Second Lien Senior Secured Term Loan | | LIBOR + 7.75%, 8.5% Cash | | 05/21 | | 04/29 | | 7,220 | | | 7,067 | | | 7,220 | | | 0.9 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 7,220 | | | 7,067 | | | 7,220 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Amtech LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.3% Cash | | 11/21 | | 11/27 | | 2,727 | | | 2,639 | | | 2,636 | | | 0.3 | % | | (5) (6) (7) (8) |
| Revolver | | LIBOR + 5.5%, 6.3% Cash | | 11/21 | | 11/27 | | — | | | (9) | | | (9) | | | — | % | | (6) (7) (9) |
| | | | | | | | | 2,727 | | | 2,630 | | | 2,627 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
AnalytiChem Holding GmbH | | Chemicals
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 6.3% Cash | | 11/21 | | 11/28 | | 3,116 | | | 2,979 | | | 2,938 | | | 0.4 | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | BBSY + 6.25%, 6.3% Cash | | 11/21 | | 11/28 | | 1,452 | | | 1,424 | | | 1,416 | | | 0.1 | % | | (3) (5) (6) (7) (16) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 6.3% Cash | | 11/21 | | 11/28 | | 951 | | | 951 | | | 928 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 5,519 | | | 5,354 | | | 5,282 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Anju Software, Inc. | | Application Software | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 6.3% Cash | | 05/21 | | 02/25 | | 1,432 | | | 1,427 | | | 1,406 | | | 0.2 | % | | (5) (6) (7) (8)
|
| | | | | | | | | | 1,432 | | | 1,427 | | | 1,406 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Apex Bidco Limited | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | GBP LIBOR + 6.25%, 6.8% Cash | | 05/21 | | 01/27 | | 458 | | | 469 | | | 457 | | | 0.1 | % | | (3) (5) (6) (7) (11) |
| | | | | | | | | | 458 | | | 469 | | | 457 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Aptus 1829. GmbH | | Chemicals, Plastics, & Rubber | | First Lien Senior Secured Term Loan | | EURIBOR + 6.5%, 6.5% Cash | | 09/21 | | 09/27 | | 4,732 | | | 4,794 | | | 4,627 | | | 0.6 | % | | (3) (5) (6) (7) (13) |
| | Preferred Stock (14 shares) | | N/A | | 09/21 | | N/A | | | | 122 | | | 120 | | | — | % | | (3) (5) (6) |
| | Common Stock (49 shares) | | N/A | | 09/21 | | N/A | | | | 12 | | | 12 | | | — | % | | (3) (5) (6) |
| | | | | | | | | | 4,732 | | | 4,928 | | | 4,759 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Apus Bidco Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | SONIA + 5.5%, 5.5% Cash | | 05/21 | | 03/28 | | 1,288 | | | 1,306 | | | 1,262 | | | 0.2 | % | | (3) (5) (6) (7) (23) |
| | | | | | | | | | 1,288 | | | 1,306 | | | 1,262 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
AQA Acquisition Holding, Inc. | | High Tech Industries | | Second Lien Senior Secured Term Loan | | LIBOR + 7.5%, 8.0% Cash | | 05/21 | | 03/29 | | 7,460 | | | 7,265 | | | 7,460 | | | 0.9 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 7,460 | | | 7,265 | | | 7,460 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(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 |
Aquavista Watersides 2 LTD | | Transportation Services | | First Lien Senior Secured Term Loan | | SONIA + 6.0%, 6.1% Cash | | 12/21 | | 12/28 | | $ | 2,801 | | | $ | 2,641 | | | $ | 2,673 | | | 0.3 | % | | (3) (5) (6) (7) (23) |
| | Second Lien Senior Secured Term Loan | | SONIA + 10.5% PIK | | 12/21 | | 12/28 | | — | | | (2) | | | (2) | | | 0.1 | % | | (3) (6) (7) (23) |
| | Revolver | | SONIA + 6.0%, 6.1% Cash | | 12/21 | | 12/22 | | 700 | | | 671 | | | 679 | | | — | % | | (3) (6) (7) (23) |
| | | | | | | | | | 3,501 | | | 3,310 | | | 3,350 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Archimede | | Consumer Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.0%, 6.0% Cash | | 05/21 | | 10/27 | | 1,251 | | | 1,302 | | | 1,227 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 1,251 | | | 1,302 | | | 1,227 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Argus Bidco Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | SONIA + 5.5%, 5.8% Cash | | 05/21 | | 12/27 | | 461 | | | 467 | | | 461 | | | 0.1 | % | | (3) (5) (6) (7) (22) |
| | | | | | | | | 461 | | | 467 | | | 461 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Armstrong Transport Group (Pele Buyer, LLC) | | Air Freight & Logistics | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 5.8% Cash | | 05/21 | | 06/24 | | 4,071 | | | 3,998 | | | 3,989 | | | 0.5 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 4,071 | | | 3,998 | | | 3,989 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ASPEQ Heating Group LLC | | Building Products, Air & Heating | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 6.3% Cash | | 05/21 | | 11/25 | | 1,620 | | | 1,609 | | | 1,620 | | | 0.2 | % | | (5) (6) (7) (8) |
| | | | | | | | | 1,620 | | | 1,609 | | | 1,620 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Astra Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 5.75%, 5.8% Cash | | 11/21 | | 11/28 | | 2,682 | | | 2,540 | | | 2,566 | | | 0.3 | % | | (3) (5) (6) (7) (22) |
| | | | | | | | | | 2,682 | | | 2,540 | | | 2,566 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Athena Midco Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | BBSY + 5.25%, 5.3% Cash | | 05/21 | | 12/25 | | 408 | | | 422 | | | 404 | | | — | % | | (3) (5) (6) (7) (16) |
| | | | | | | | | | 408 | | | 422 | | | 404 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Audio Precision, Inc. | | High Tech Industries | | First Lien Senior Secured Term Loan | | EURIBOR + 6.0%, 7.0% Cash | | 05/21 | | 10/24 | | 2,898 | | | 3,045 | | | 2,898 | | | 0.3 | % | | (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.0%, 7.0% Cash | | 05/21 | | 10/24 | | 4,992 | | | 4,940 | | | 4,992 | | | 0.6 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 7,890 | | | 7,985 | | | 7,890 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Auxi International | | Commercial Finance | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 6.3% Cash | | 05/21 | | 12/26 | | 341 | | | 357 | | | 308 | | | — | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 341 | | | 357 | | | 308 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Avalign Holdings, Inc. | | Health Care Supplies | | First Lien Senior Secured Term Loan | | LIBOR + 4.5%, 4.6% Cash | | 05/21 | | 12/25 | | 1,814 | | | 1,810 | | | 1,803 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 1,814 | | | 1,810 | | | 1,803 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Avance Clinical Bidco Pty Ltd | | Healthcare | | First Lien Senior Secured Term Loan | | BBSY + 5.5%, 6.0% Cash | | 11/21 | | 11/27 | | 2,994 | | | 2,801 | | | 2,855 | | | 0.3 | % | | (3) (5) (6) (7) (16) |
| | | | | | | | | | 2,994 | | | 2,801 | | | 2,855 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
AWP Group Holdings, Inc. | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 5.8% Cash | | 05/21 | | 12/27 | | 1,251 | | | 1,232 | | | 1,232 | | | 0.1 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 1,251 | | | 1,232 | | | 1,232 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Azalea Buyer, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 6.3% Cash | | 11/21 | | 11/27 | | 4,606 | | | 4,496 | | | 4,494 | | | 0.5 | % | | (5) (6) (7) |
| | Common Stock (192,307.69 shares) | | N/A | | 11/21 | | N/A | | | | 192 | | | 192 | | | — | % | | (6) |
| | Subordinated Term Loan | | 12.0% PIK | | 11/21 | | 05/28 | | 1,260 | | | 1,235 | | | 1,234 | | | 0.2 | % | | (6) |
| | Revolver | | LIBOR + 5.25%, 6.3% Cash | | 11/21 | | 11/27 | | — | | | (9) | | | (10) | | | — | % | | (6) (7) |
| | | | | | | | | | 5,866 | | | 5,914 | | | 5,910 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bariacum S.A | | Consumer Products | | First Lien Senior Secured Term Loan | | EURIBOR + 5.50%, 5.5% Cash | | 11/21 | | 11/28 | | 2,957 | | | 2,844 | | | 2,847 | | | 0.3 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 2,957 | | | 2,844 | | | 2,847 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
BDP International, Inc. (f/k/a BDP Buyer, LLC) | | Air Freight & Logistics | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 5.8% Cash | | 05/21 | | 12/24 | | 9,937 | | | 9,779 | | | 9,788 | | | 1.2 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 9,937 | | | 9,779 | | | 9,788 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(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 |
Bearcat Buyer, Inc. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 5.8% Cash | | 05/21 | | 07/26 | | $ | 2,461 | | | $ | 2,434 | | | $ | 2,461 | | | 0.3 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,461 | | | 2,434 | | | 2,461 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Benify (Bennevis AB) | | High Tech Industries | | First Lien Senior Secured Term Loan | | STIBOR + 5.25%, 5.3% Cash | | 05/21 | | 07/26 | | 414 | | | 446 | | | 414 | | | — | % | | (3) (5) (6) (7) (18) |
| | | | | | | | | | 414 | | | 446 | | | 414 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bestop, Inc. | | Auto Parts & Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 6.3% Cash | | 05/21 | | 01/25 | | 3,111 | | | 3,110 | | | 3,080 | | | 0.4 | % | | (5) (6) (7) (8) |
| | | | | | | 3,111 | | | 3,110 | | | 3,080 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Beyond Risk Management, Inc. | | Other Financial | | First Lien Senior Secured Term Loan | | LIBOR + 4.50%, 5.3% Cash | | 10/21 | | 09/27 | | 2,427 | | | 2,336 | | | 2,327 | | | 0.3 | % | | (5) (6) (7) (9) |
| | | | | | | 2,427 | | | 2,336 | | | 2,327 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bidwax | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | EURIBOR + 6.5%, 6.5% Cash | | 05/21 | | 02/28 | | 5,231 | | | 5,305 | | | 5,087 | | | 0.6 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 5,231 | | | 5,305 | | | 5,087 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
BigHand UK Bidco Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | GBP LIBOR + 5.25%, 5.4% Cash | | 05/21 | | 01/28 | | 423 | | | 424 | | | 410 | | | — | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 423 | | | 424 | | | 410 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bottom Line Systems, LLC | | Health Care Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.3% Cash | | 05/21 | | 02/23 | | 3,416 | | | 3,413 | | | 3,416 | | | 0.4 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 3,416 | | | 3,413 | | | 3,416 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bounteous, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.0%, 6.0% Cash | | 08/21 | | 08/27 | | 8,453 | | | 8,240 | | | 8,230 | | | 1.0 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 8,453 | | | 8,240 | | | 8,230 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Brightline Trains Florida LLC | | Transportation | | First Lien Senior Secured Note | | 8.0% Cash | | 08/21 | | 01/28 | | 8,000 | | | 8,000 | | | 8,008 | | | 1.0 | % | | (6) |
| | | | | | | | | | 8,000 | | | 8,000 | | | 8,008 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Brightpay Limited | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.3% Cash | | 10/21 | | 10/28 | | 2,677 | | | 2,647 | | | 2,599 | | | 0.3 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 2,677 | | | 2,647 | | | 2,599 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
BrightSign LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 10/21 | | 10/27 | | 10,687 | | | 10,583 | | | 10,580 | | | 1.3 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 6.8% Cash | | 10/21 | | 10/27 | | — | | | (11) | | | (11) | | | — | % | | (6) (7) (9) |
| | LLC Units (923,857.7 units) | | N/A | | 10/21 | | N/A | | | | 924 | | | 947 | | | 0.1 | % | | (6) |
| | | | | | | | | | 10,687 | | | 11,496 | | | 11,516 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
British Engineering Services Holdco Limited | | Commercial Services & Supplies | | First Lien Senior Secured Term Loan | | SONIA + 6.75%, 7.0% Cash | | 05/21 | | 12/27 | | 5,862 | | | 5,641 | | | 5,742 | | | 0.7 | % | | (3) (5) (6) (7) (23) |
| | Revolver | | SONIA + 6.75%, 7.0% Cash | | 05/21 | | 06/22 | | — | | | (1) | | | — | | | — | % | | (3) (5) (6) (7) (23) |
| | | | | | | | | | 5,862 | | | 5,640 | | | 5,742 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bucharest Midco Limited | | Hotel, Gaming & Leisure | | First Lien Senior Secured GBP Term Loan | | 7.0% PIK | | 05/21 | | 07/26 | | 838 | | | 738 | | | 642 | | | 0.1 | % | | (3) (6) |
| | First Lien Senior Secured USD Term Loan | | 7.0% PIK | | 05/21 | | 07/26 | | 163 | | | 139 | | | 125 | | | — | % | | (3) (6) |
| | | | | | | | | | 1,001 | | | 877 | | | 767 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
C0003 Pty Ltd (Icon Cancer Care) | | Health Care Facilities | | First Lien Senior Secured Term Loan | | BBSY + 4.5%, 5.0% Cash | | 05/21 | | 10/24 | | 1,031 | | | 1,095 | | | 1,031 | | | 0.2 | % | | (3) (5) (6) (7) (16) |
| | Second Lien Senior Secured Term Loan | | BBSY + 8.0%, 8.5% Cash | | 05/21 | | 04/25 | | 350 | | | 373 | | | 350 | | | — | % | | (3) (5) (6) (7) (16) |
| | | | | | | | | | 1,381 | | | 1,468 | | | 1,381 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CAi Software, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 7.3% Cash | | 12/21 | | 12/28 | | 9,057 | | | 8,877 | | | 8,876 | | | 1.1 | % | | (3) (5) (6) (7) (9) |
| | Revolver | | LIBOR + 6.25%, 7.3% Cash | | 12/21 | | 12/28 | | — | | | (19) | | | (19) | | | — | % | | (3) (6) (7) (9) |
| | | | | | | | | | 9,057 | | | 8,858 | | | 8,857 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(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 |
Canadian Orthodontic Partners Corp. | | Healthcare | | First Lien Senior Secured Term Loan | | CDOR + 6.5%, 7.5% Cash | | 06/21 | | 03/26 | | $ | 4,329 | | | $ | 4,478 | | | $ | 4,290 | | | 0.5 | % | | (3) (5) (6) (7) (20) |
| | | | | | | | | | 4,329 | | | 4,478 | | | 4,290 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Cascade LP Holdings, LLC | | Environ-mental Industries | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.5% Cash, 0.5% PIK | | 05/21 | | 12/22 | | 1,530 | | | 1,501 | | | 1,511 | | | 0.2 | % | | (5) (6) (7) (9) |
| | Subordinated Term Loan | | LIBOR + 5.5%, 6.5% Cash, 0.5% PIK | | 05/21 | | 12/22 | | 27 | | | 27 | | | 27 | | | — | % | | (5) (6) (7) (9) |
| | | | | | | | | | 1,557 | | | 1,528 | | | 1,538 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Centralis Finco S.a.r.l. | | Diversified Financial Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.3% Cash | | 05/21 | | 05/27 | | 128 | | | 136 | | | 128 | | | — | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 128 | | | 136 | | | 128 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ceres Pharma NV | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.5%, 5.5% Cash | | 10/21 | | 10/28 | | 3,273 | | | 3,192 | | | 3,128 | | | 0.4 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 3,273 | | | 3,192 | | | 3,128 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Chambers Global Holdings Limited | | Data Processing & Outsourced Services | | First Lien Senior Secured Term Loan | | GBP LIBOR + 6.0%, 6.5% Cash | | 05/21 | | 01/26 | | 1,295 | | | 1,328 | | | 1,285 | | | 0.2 | % | | (3) (5) (6) (7) (11) |
| | | | | | | | | | 1,295 | | | 1,328 | | | 1,285 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Claritas, LLC | | Application Software | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 05/21 | | 12/23 | | 1,627 | | | 1,619 | | | 1,627 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 1,627 | | | 1,619 | | | 1,627 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Classic Collision (Summit Buyer, LLC) | | Auto Collision Repair Centers | | First Lien Senior Secured Term Loan | | LIBOR + 5.0%, 6.0% Cash | | 05/21 | | 01/26 | | 19,184 | | | 18,822 | | | 18,967 | | | 2.3 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 19,184 | | | 18,822 | | | 18,967 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CM Acquisitions Holdings Inc. | | Internet & Direct Marketing | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 5.8% Cash | | 05/21 | | 05/25 | | 10,925 | | | 10,887 | | | 10,925 | | | 1.3 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 10,925 | | | 10,887 | | | 10,925 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Coastal Marina Holdings, LLC | | Other Financial | | Subordinated Term Loan | | 10.0% PIK | | 11/21 | | 11/31 | | 8,804 | | | 7,983 | | | 7,983 | | | 0.9 | % | | (6) |
| | LLC Units (273,796 units | | N/A | | 11/21 | | N/A | | | | 821 | | | 821 | | | 0.1 | % | | (6) |
| | | | | | | | | | 8,804 | | | 8,804 | | | 8,804 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Cobham Slip Rings SAS | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 6.4% Cash | | 11/21 | | 11/28 | | 3,091 | | | 3,016 | | | 3,014 | | | 0.4 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 3,091 | | | 3,016 | | | 3,014 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Command Alkon (Project Potter Buyer, LLC) | | Software | | First Lien Senior Secured Term Loan | | LIBOR + 8.25%, 9.3% Cash | | 05/21 | | 04/27 | | 11,880 | | | 11,398 | | | 11,617 | | | 1.4 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 11,880 | | | 11,398 | | | 11,617 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Contabo Finco S.À R.L | | Internet Software & Services | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 5.3% Cash | | 05/21 | | 10/26 | | 24,509 | | | 23,910 | | | 24,018 | | | 2.9 | % | | (3) (5) (6) (7) (22) |
| | | | | | | | | | 24,509 | | | 23,910 | | | 24,018 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Cosmelux International | | Commodity Chemicals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 5.8% Cash | | 05/21 | | 07/24 | | 1,030 | | | 1,082 | | | 1,023 | | | 0.1 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 1,030 | | | 1,082 | | | 1,023 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Coyo Uprising GmbH | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 6.5%, 6.5% Cash | | 09/21 | | 09/28 | | 9,686 | | | 9,705 | | | 9,418 | | | 1.1 | % | | (3) (5) (6) (7) (13) |
| | Class A Units (531.0 units) | | N/A | | 09/21 | | N/A | | | | 248 | | | 708 | | | 0.1 | % | | (3) (6) |
| | Class B Units (231.0 units) | | N/A | | 09/21 | | N/A | | | | 538 | | | 305 | | | — | % | | (3) (6) |
| | | | | | | | | | 9,686 | | | 10,491 | | | 10,431 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Crash Champions | | Automotive | | First Lien Senior Secured Term Loan | | LIBOR + 5.0%, 6.0% Cash | | 05/21 | | 08/25 | | 15,470 | | | 14,972 | | | 14,870 | | | 1.8 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 15,470 | | | 14,972 | | | 14,870 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(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 |
CVL 3 | | Capital Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 5.5%, 5.5% Cash | | 12/21 | | 12/28 | | $ | 4,321 | | | $ | 4,183 | | | $ | 4,213 | | | 0.5 | % | | (3) (5) (6) (7) (13) |
| | 6- Month Bridge Term Loan | | EURIBOR + 5.5%, 5.5% Cash | | 12/21 | | 06/22 | | 569 | | | 551 | | | 563 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | SOFR + 5.5%, 5.5% Cash | | 12/21 | | 12/28 | | 2,480 | | | 2,419 | | | 2,418 | | | 0.3 | % | | (3) (5) (6) (7) (24) |
| | | | | | | | | | 7,370 | | | 7,153 | | | 7,194 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CW Group Holdings, LLC | | High Tech Industries | | First Lien Senior Secured Term Loan | | LIBOR + 6.0%, 7.0% Cash | | 05/21 | | 01/27 | | 4,128 | | | 4,044 | | | 4,064 | | | 0.5 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 4,128 | | | 4,044 | | | 4,064 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dart Buyer, Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 6.3% Cash | | 05/21 | | 04/25 | | 2,217 | | | 2,202 | | | 2,129 | | | 0.3 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,217 | | | 2,202 | | | 2,129 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
DecksDirect, LLC | | Building Materials | | First Lien Senior Secured Term Loan | | LIBOR + 6.0%, 7.0% Cash | | 12/21 | | 12/26 | | 727 | | | 713 | | | 713 | | | 0.1 | % | | (5) (6) (7) (8) |
| | Revolver | | LIBOR + 6.0%, 7.0% Cash | | 12/21 | | 12/26 | | — | | | (4) | | | (4) | | | — | % | | (6) (7) (9) |
| | LLC Units (1,280.8 Units) | | N/A | | 12/21 | | N/A | | | | 55 | | | 55 | | | — | % | | (6) |
| | | | | | | | | | 727 | | | 764 | | | 764 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Direct Travel, Inc. | | Lodging & Casinos | | First Lien Senior Secured Term Loan | | LIBOR + 1.0%, 2.0% Cash, 7.5% PIK | | 05/21 | | 10/23 | | 5,591 | | | 4,528 | | | 4,417 | | | 0.6 | % | | (6) (7) (9) |
| | Super Senior Secured Term Loan | | LIBOR + 6.0%, 7.0% Cash | | 05/21 | | 10/23 | | 374 | | | 374 | | | 374 | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 5,965 | | | 4,902 | | | 4,791 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Discovery Education, Inc. | | Publishing | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 5.8% Cash | | 05/21 | | 10/26 | | 8,633 | | | 8,633 | | | 8,633 | | | 1.0 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 8,633 | | | 8,633 | | | 8,633 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dragon Bidco | | High Tech Industries | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 6.8% Cash | | 05/21 | | 04/28 | | 569 | | | 590 | | | 558 | | | 0.1 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 569 | | | 590 | | | 558 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
DreamStart Bidco SAS (d/b/a SmartTrade) | | Diversified Financial Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.3% Cash | | 05/21 | | 03/27 | | 909 | | | 941 | | | 898 | | | 0.1 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 909 | | | 941 | | | 898 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dune Group | | Diversified Financial Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.0% Cash | | 09/21 | | 09/28 | | 4,825 | | | 4,743 | | | 4,714 | | | 0.6 | % | | (3) (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 5.8% Cash | | 09/21 | | 09/28 | | 319 | | | 268 | | | 275 | | | — | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 5,144 | | | 5,011 | | | 4,989 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dunn Paper, Inc. | | Forest Products & Paper | | Second Lien Senior Secured Term Loan | | LIBOR + 8.75%, 9.8% Cash | | 05/21 | | 08/23 | | 2,481 | | | 2,452 | | | 2,176 | | | 0.3 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 2,481 | | | 2,452 | | | 2,176 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dwyer Instruments, Inc. | | Electric | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.3% Cash | | 07/21 | | 07/27 | | 6,513 | | | 6,376 | | | 6,446 | | | 0.8 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 6,513 | | | 6,376 | | | 6,446 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Echo Global Logistics, Inc. | | Air Transportation | | Second Lien Senior Secured Term Loan | | LIBOR + 7.25%, 8.0% Cash | | 11/21 | | 11/29 | | 16,433 | | | 16,148 | | | 16,145 | | | 1.9 | % | | (5) (6) (7) (9) |
| | Partnership Equity (448.2 units) | | N/A | | 11/21 | | N/A | | | | 448 | | | 448 | | | 0.1 | % | | (6) |
| | | | | | | | | | 16,433 | | | 16,596 | | | 16,593 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ellkay, LLC | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 09/21 | | 09/27 | | 5,829 | | | 5,717 | | | 5,724 | | | 0.7 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 5,829 | | | 5,717 | | | 5,724 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
EMI Porta Holdco LLC | | Diversified Manufacturing | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.5% Cash | | 12/21 | | 12/27 | | 16,780 | | | 16,237 | | | 16,231 | | | 1.9 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 6.5% Cash | | 12/21 | | 12/27 | | — | | | (50) | | | (51) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 16,780 | | | 16,187 | | | 16,180 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(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 |
Entact Environmental Services, Inc. | | Environmental Industries | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 05/21 | | 12/25 | | $ | 1,860 | | | $ | 1,844 | | | $ | 1,836 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 1,860 | | | 1,844 | | | 1,836 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
EPS NASS Parent, Inc. | | Electrical Components & Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 05/21 | | 04/28 | | 2,082 | | | 2,040 | | | 2,047 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,082 | | | 2,040 | | | 2,047 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ERES Group | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | EURIBOR + 5.0%, 5.0% Cash, | | 05/21 | | 07/26 | | 341 | | | 362 | | | 341 | | | — | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 341 | | | 362 | | | 341 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
eShipping, LLC | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 11/21 | | 11/27 | | 5,483 | | | 5,351 | | | 5,348 | | | 0.7 | % | | (5) (6) (7) (8) |
| | Revolver | | LIBOR + 5.75%, 6.8% Cash | | 11/21 | | 11/27 | | 127 | | | 113 | | | 113 | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 5,610 | | | 5,464 | | | 5,461 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
F24 (Stairway BidCo Gmbh) | | Software Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.0%, 6.0% Cash | | 05/21 | | 08/27 | | 378 | | | 402 | | | 378 | | | — | % | | (3) (5) (6) (13) |
| | | | | | | | | | 378 | | | 402 | | | 378 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Findex Group Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | BBSY + 5.25%, 5.5% Cash | | 05/21 | | 05/24 | | 846 | | | 899 | | | 846 | | | 0.1 | % | | (3) (5) (6) (16) |
| | | | | | | | | | 846 | | | 899 | | | 846 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Fineline Technologies, Inc. | | Consumer Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 5.8% Cash | | 05/21 | | 02/28 | | 3,488 | | | 3,424 | | | 3,488 | | | 0.4 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 3,488 | | | 3,424 | | | 3,488 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
FitzMark Buyer, LLC | | Cargo & Transportation | | First Lien Senior Secured Term Loan | | LIBOR + 4.5%, 5.5% Cash | | 05/21 | | 12/26 | | 4,314 | | | 4,243 | | | 4,227 | | | 0.5 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 4,314 | | | 4,243 | | | 4,227 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Flavor Producers, LLC. | | Packaged Foods & Meats | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 5.8% Cash, 1.0% PIK | | 05/21 | | 12/23 | | 892 | | | 861 | | | 878 | | | 0.1 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 892 | | | 861 | | | 878 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Flexential Issuer, LLC | | Information Technology | | Structured Secured Note - Class C | | 6.9% Cash | | 11/21 | | 11/51 | | 10,000 | | | 9,261 | | | 9,755 | | | 1.2 | % | | |
| | | | | | | | | | 10,000 | | | 9,261 | | | 9,755 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
FragilePak LLC | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 05/21 | | 05/27 | | 9,274 | | | 8,924 | | | 8,966 | | | 1.2 | % | | (5) (6) (7) (10) |
| | Partnership Units (929.7 units) | | N/A | | 05/21 | | N/A | | | | 930 | | | 918 | | | | | (6) |
| | | | | | | | | | 9,274 | | | 9,854 | | | 9,884 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Front Line Power Construction LLC | | Construction Machinery | | First Lien Senior Secured Term Loan | | LIBOR + 12.5%, 13.5% Cash | | 11/21 | | 11/28 | | 1,250 | | | 1,210 | | | 1,213 | | | 0.1 | % | | (6) (7) (9) |
| | Common Stock (15,890 shares) | | N/A | | 11/21 | | N/A | | | | 41 | | | 35 | | | — | % | | |
| | | | | | | | | | 1,250 | | | 1,251 | | | 1,248 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
FSS Buyer LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.5% Cash | | 08/21 | | 08/28 | | 24,781 | | | 24,305 | | | 24,341 | | | 3.0 | % | | (5) (6) (7) (9) |
| | LP Interest (2,902.34 units) | | N/A | | 08/21 | | N/A | | | | 29 | | | 75 | | | — | % | | (6) |
| | LP Units (12,760.8 units) | | N/A | | 08/21 | | N/A | | | | 128 | | | 330 | | | — | % | | (6) |
| | | | | | | | | | 24,781 | | | 24,462 | | | 24,746 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Glacis Acquisition S.A.R.L. | | Transportation Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.5%, 6.5% Cash | | 05/21 | | 07/23 | | 1,296 | | | 1,128 | | | 1,296 | | | 0.2 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 1,296 | | | 1,128 | | | 1,296 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Graphpad Software, LLC | | Internet Software & Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.5% Cash, | | 11/21 | | 04/27 | | 16,248 | | | 16,064 | | | 16,060 | | | 1.9 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.0%, 7.0% Cash | | 05/21 | | 04/27 | | 11,047 | | | 11,047 | | | 11,103 | | | 1.3 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 27,295 | | | 27,111 | | | 27,163 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(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 |
Healthe Care Specialty Pty Ltd | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | BBSY + 4.75%, 5.3% Cash | | 05/21 | | 10/24 | | $ | 1,084 | | | $ | 1,128 | | | $ | 1,069 | | | 0.1 | % | | (3) (5) (6) (7) (17) |
| | | | | | | | | | 1,084 | | | 1,128 | | | 1,069 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Heartland Veterinary Partners, LLC | | Healthcare | | Subordinated Term Loan | | 11.0% PIK | | 11/21 | | 11/28 | | 5,175 | | | 5,038 | | | 5,036 | | | 0.6 | % | | (6) |
| | | | | | | | | | 5,175 | | | 5,038 | | | 5,036 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Heartland, LLC | | Commercial Services & Supplies | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 5.8% Cash | | 05/21 | | 08/25 | | 6,608 | | | 6,495 | | | 6,458 | | | 0.8 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 6,608 | | | 6,495 | | | 6,458 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Heavy Construction Systems Specialists, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.5% Cash | | 11/21 | | 11/27 | | 22,807 | | | 22,359 | | | 22,351 | | | 2.7 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 6.5% Cash | | 11/21 | | 11/27 | | — | | | (43) | | | (44) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 22,807 | | | 22,316 | | | 22,307 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.)) | | Insurance | | First Lien Senior Secured Term Loan | | EURIBOR + 5.0%, 5.0% Cash, | | 05/21 | | 09/26 | | 8,219 | | | 8,510 | | | 8,029 | | | 1.0 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 8,219 | | | 8,510 | | | 8,029 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
HemaSource, Inc. | | Health Care Distributors | | First Lien Senior Secured Term Loan | | LIBOR + 5.0%, 6.0% Cash, | | 05/21 | | 07/23 | | 8,475 | | | 8,414 | | | 8,475 | | | 1.0 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 8,475 | | | 8,414 | | | 8,475 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Home Care Assistance, LLC | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 5.8% Cash, | | 05/21 | | 03/27 | | 1,562 | | | 1,534 | | | 1,531 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 1,562 | | | 1,534 | | | 1,531 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
HW Holdco, LLC (Hanley Wood LLC) | | Advertising | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash, | | 05/21 | | 12/24 | | 13,160 | | | 12,964 | | | 12,860 | | | 1.5 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 13,160 | | | 12,964 | | | 12,860 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
IGL Holdings III Corp. | | Commercial Printing | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash, | | 05/21 | | 11/26 | | 9,172 | | | 9,053 | | | 9,076 | | | 1.1 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 9,172 | | | 9,053 | | | 9,076 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
IM Square | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.3% Cash, | | 05/21 | | 04/28 | | 4,776 | | | 4,858 | | | 4,700 | | | 0.6 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 4,776 | | | 4,858 | | | 4,700 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Image International Intermediate Holdco II, LLC | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | LIBOR + 5.0%, 6.0% Cash | | 05/21 | | 07/24 | | 25,000 | | | 24,715 | | | 24,625 | | | 2.9 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 25,000 | | | 24,715 | | | 24,625 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Infoniqa Holdings GmbH | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.3% Cash | | 11/21 | | 11/28 | | 4,286 | | | 4,148 | | | 4,168 | | | 0.5 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 4,286 | | | 4,148 | | | 4,168 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Innovad Group II BV | | Beverage, Food & Tobacco | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 5.8% Cash | | 05/21 | | 04/28 | | 990 | | | 1,020 | | | 930 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 990 | | | 1,020 | | | 930 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
INOS 19-090 GmbH | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 6.13%, 6.1% Cash | | 05/21 | | 12/27 | | 696 | | | 721 | | | 695 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 696 | | | 721 | | | 695 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ipsen International Holding GmbH | | Capital Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 6.8% Cash, 0.5% PIK | | 05/21 | | 08/24 | | 1,222 | | | 1,156 | | | 1,095 | | | 0.1 | % | | (3) (6) (7) (14) |
| | | | | | | | | | 1,222 | | | 1,156 | | | 1,095 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Iridium Bidco Limited | | Radio & Television | | First Lien Senior Secured Term Loan | | GBP LIBOR + 5.25%, 5.8% Cash | | 05/21 | | 09/23 | | 1,018 | | | 1,045 | | | 1,018 | | | 0.1 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 1,018 | | | 1,045 | | | 1,018 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Isolstar Holding NV (IPCOM) | | Trading Companies & Distributors | | First Lien Senior Secured Term Loan | | EURIBOR + 5.0%, 5.0% Cash, | | 05/21 | | 06/25 | | 925 | | | 974 | | | 925 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 925 | | | 974 | | | 925 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ISS#2, LLC (d/b/a Industrial Services Solutions) | | Commercial Services & Supplies | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.5% Cash, | | 05/21 | | 02/26 | | 1,627 | | | 1,472 | | | 1,547 | | | 0.2 | % | | (6) (7) (10) |
| | | | | | | | | | 1,627 | | | 1,472 | | | 1,547 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(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 |
ITI Intermodal, Inc. | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 5.8% Cash, | | 12/21 | | 12/27 | | $ | 721 | | | $ | 705 | | | $ | 705 | | | 0.1 | % | | (5) (6) (7) (8) |
| | Revolver | | LIBOR + 4.75%, 5.8% Cash | | 12/21 | | 12/27 | | — | | | (2) | | | (2) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 721 | | | 703 | | | 703 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Jade Bidco Limited (Jane's) | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 4.5%, 4.5% Cash, 2.0% PIK | | 05/21 | | 12/26 | | 213 | | | 224 | | | 213 | | | — | % | | (3) (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | LIBOR + 4.5%, 4.5% Cash, 2.0% PIK | | 05/21 | | 12/26 | | 1,174 | | | 1,164 | | | 1,174 | | | 0.2 | % | | (3) (5) (6) (7) (10) |
| | | | | | | | | | 1,387 | | | 1,388 | | | 1,387 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Jaguar Merger Sub Inc. | | Other Financial | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 6.3% Cash | | 12/21 | | 09/24 | | 2,543 | | | 2,487 | | | 2,486 | | | 0.3 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.25%, 6.3% Cash | | 12/21 | | 09/24 | | — | | | (6) | | | (6) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 2,543 | | | 2,481 | | | 2,480 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Jeeves Information Systems AB | | High Tech Industries | | First Lien Senior Secured Term Loan | | STIBOR + 5.25%, 5.3% Cash | | 05/21 | | 12/22 | | 168 | | | 181 | | | 166 | | | — | % | | (3) (5) (6) (7) (19) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.3% Cash | | 05/21 | | 12/22 | | 4,299 | | | 4,345 | | | 4,114 | | | 0.5 | % | | (3) (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | CHF LIBOR + 5.25%, 5.3% Cash | | 05/21 | | 12/22 | | 16,517 | | | 16,133 | | | 16,270 | | | 2.0 | % | | (3) (5) (6) (7) (21) |
| | | | | | | | | | 20,984 | | | 20,659 | | | 20,550 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Kano Laboratories LLC | | Chemicals, Plastics & Rubber | | First Lien Senior Secured Term Loan | | LIBOR + 5.0%, 6.0% Cash | | 05/21 | | 11/26 | | 2,929 | | | 2,886 | | | 2,839 | | | 0.3 | % | | (5) (6) (7) (10) |
| | | | | | | | | | 2,929 | | | 2,886 | | | 2,839 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Kestrel Midco Limited | | Health Care Distributors | | First Lien Senior Secured Term Loan | | GBP LIBOR + 5.5%, 6.0% Cash, | | 05/21 | | 12/24 | | 1,486 | | | 1,547 | | | 1,486 | | | 0.2 | % | | (3) (5) (6) (7) (11) |
| | | | | | | | | | 1,486 | | | 1,547 | | | 1,486 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Kid Distro Holdings, LLC | | Media & Entertainment | | First Lien Senior Secured Term Loan | | LIBOR + 6.0%, 7.0% Cash | | 10/21 | | 10/27 | | 23,936 | | | 23,474 | | | 23,457 | | | 2.8 | % | | (5) (6) (7) (9) |
| | Partnership Units (1,062,795.2 units) | | N/A | | 10/21 | | N/A | | | | 1,064 | | | 1,063 | | | 0.1 | % | | (6)* |
| | | | | | | | | | 23,936 | | | 24,538 | | | 24,520 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Kona Buyer, LLC | | High Tech Industries | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.3% Cash | | 05/21 | | 12/27 | | 10,661 | | | 10,489 | | | 10,661 | | | 1.3 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 10,661 | | | 10,489 | | | 10,661 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
KSLB Holdings, LLC | | Beverage, Food & Tobacco | | First Lien Senior Secured Term Loan | | LIBOR + 4.5%, 5.5% Cash | | 05/21 | | 07/25 | | 6,041 | | | 5,727 | | | 5,564 | | | 0.7 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 6,041 | | | 5,727 | | | 5,564 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
LAF International | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 6.0%, 6.0% Cash | | 05/21 | | 03/28 | | 569 | | | 594 | | | 556 | | | 0.1 | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 569 | | | 594 | | | 556 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Lambir Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | EURIBOR + 6.0%, 6.0% Cash | | 12/21 | | 12/28 | | 2,326 | | | 2,212 | | | 2,230 | | | 0.3 | % | | (3) (5) (6) (7) (13) |
| | Second Lien Senior Secured Term Loan | | 12.0% PIK | | 12/21 | | 06/29 | | 657 | | | 632 | | | 637 | | | 0.1 | % | | (3) (6) |
| | Revolver | | EURIBOR + 6.0%, 6.0% Cash | | 12/21 | | 12/24 | | 145 | | | 136 | | | 137 | | | — | % | | (3) (6) (7) (13) |
| | | | | | | | | | 3,128 | | | 2,980 | | | 3,004 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Life Extension Institute, Inc. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.5% Cash | | 05/21 | | 02/24 | | 7,188 | | | 7,188 | | | 7,188 | | | 0.9 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 7,188 | | | 7,188 | | | 7,188 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Listrac Bidco Limited | | Health Care | | First Lien Senior Secured Term Loan | | GBP LIBOR + 5.25%, 5.3% Cash | | 05/21 | | 11/22 | | 640 | | | 618 | | | 632 | | | 0.1 | % | | (3) (6) (7) (12) |
| | | | | | | | | | 640 | | | 618 | | | 632 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
LivTech Purchaser, Inc. | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.0%, 6.0% Cash, | | 05/21 | | 12/25 | | 1,625 | | | 1,606 | | | 1,611 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 1,625 | | | 1,606 | | | 1,611 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(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 |
Loftware, Inc. | | Application Software | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 6.3% Cash | | 05/21 | | 12/25 | | $ | 21,493 | | | $ | 21,314 | | | $ | 21,117 | | | 2.5 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 21,493 | | | 21,314 | | | 21,117 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Marmoutier Holding B.V. | | Consumer Products | | First Lien Senior Secured Term | | EURIBOR + 5.75%, 5.8% Cash | | 12/21 | | 12/28 | | 1,944 | | | 1,872 | | | 1,880 | | | 0.2 | % | | (3) (5) (6) (7) (13) |
| | Revolver | | EURIBOR + 5.0%, 5.0% Cash | | 12/21 | | 06/27 | | — | | | (4) | | | (4) | | | — | % | | (3) (6) (7) (13) |
| | | | | | | | | | 1,944 | | | 1,868 | | | 1,876 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
MC Group Ventures Corporation | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.5% Cash | | 07/21 | | 06/27 | | 5,824 | | | 5,684 | | | 5,774 | | | 0.7 | % | | (5) (6) (7) (9) |
| | Partnership Units (560 units) | | N/A | | 06/21 | | N/A | | | | 560 | | | 571 | | | 0.1 | % | | (6) |
| | | | | | | | | | 5,824 | | | 6,244 | | | 6,345 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Media Recovery, Inc. (SpotSee) | | Containers, Packaging & Glass | | First Lien Senior Secured Term Loan | | GBP LIBOR + 6.0%, 7.0% Cash | | 05/21 | | 11/25 | | 947 | | | 970 | | | 947 | | | 0.1 | % | | (5) (6) (7) (11) |
| | | | | | | | | | 947 | | | 970 | | | 947 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Medical Solutions Parent Holdings, Inc. | | Healthcare | | Second Lien Senior Secured Term Loan | | LIBOR + 7.0%, 7.5% Cash | | 11/21 | | 11/29 | | 4,421 | | | 4,377 | | | 4,362 | | | 0.5 | % | | (5) (7) (9) |
| | | | | | | | | | 4,421 | | | 4,377 | | | 4,362 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Medplast Holdings, Inc. | | Health Care | | Second Lien Senior Secured Term Loan | | LIBOR + 7.75%, 7.8% Cash | | 05/21 | | 07/26 | | 9,325 | | | 8,580 | | | 8,854 | | | 1.1 | % | | (5) (7) (8) |
| | | | | | | | | | 9,325 | | | 8,580 | | | 8,854 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Mertus 522. GmbH | | Health Care | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 6.3% Cash | | 05/21 | | 05/26 | | 438 | | | 260 | | | 251 | | | — | % | | (3) (5) (6) (7) (14) |
| | | | | | | | | | 438 | | | 260 | | | 251 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Metis BidCo Pty Limited (0.0%)* | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | BBSY + 5.25%, 5.3% Cash | | 05/21 | | 04/26 | | 414 | | | 439 | | | 414 | | | — | % | | (3) (5) (6) (16) |
| | | | | | | | | | 414 | | | 439 | | | 414 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
MNS Buyer, Inc. | | Construction & Building | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.5% Cash | | 08/21 | | 08/27 | | 921 | | | 903 | | | 905 | | | 0.1 | % | | (5) (6) (7) (8) |
| | LLC Units (76.92 Units) | | N/A | | 08/21 | | N/A | | | | 77 | | | 78 | | | — | % | | (6) |
| | | | | | | | | | 921 | | | 980 | | | 983 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Modern Star Holdings Bidco Pty Limited | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | BBSY + 6.25%, 6.8% Cash | | 05/21 | | 12/26 | | 841 | | | 855 | | | 837 | | | 0.1 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 841 | | | 855 | | | 837 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Mold-Rite Plastics, LLC | | Containers, Packaging & Glass | | Second Lien Senior Secured Term Loan | | LIBOR + 7.0%, 7.5% Cash | | 09/21 | | 09/29 | | 5,000 | | | 4,950 | | | 4,975 | | | 0.6 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 5,000 | | | 4,950 | | | 4,975 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Murphy Midco Limited | | Media, Diversified & Production | | First Lien Senior Secured Term Loan | | GBP LIBOR + 4.75%, 4.8% Cash | | 05/21 | | 11/27 | | 638 | | | 642 | | | 623 | | | 0.1 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 638 | | | 642 | | | 623 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Music Reports, Inc. | | Media & Entertainment | | First Lien Senior Secured Term Loan | | LIBOR + 6.0%, 7.0% Cash | | 05/21 | | 08/26 | | 2,598 | | | 2,559 | | | 2,546 | | | 0.3 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,598 | | | 2,559 | | | 2,546 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Narda Acquisitionco., Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 6.3% Cash | | 12/21 | | 12/27 | | 4,591 | | | 4,511 | | | 4,511 | | | 0.6 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.25%, 6.3% Cash | | 12/21 | | 12/27 | | — | | | (18) | | | (19) | | | — | % | | (6) (7) (9) |
| | Class A Preferred Stock (3,708.1 units) | | N/A | | 12/21 | | N/A | | | | 371 | | | 371 | | | — | % | | (6) |
| | Class B Common Stock (412.0 units) | | N/A | | 12/21 | | N/A | | | | 41 | | | 41 | | | — | % | | (6) |
| | | | | | | | | | 4,591 | | | 4,905 | | | 4,904 | | | | | |
Navia Benefit Solutions, Inc. | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 6.3% Cash | | 05/21 | | 02/27 | | 4,630 | | | 4,527 | | | 4,590 | | | 0.5 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 4,630 | | | 4,527 | | | 4,590 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(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 |
NeoxCo | | Internet Software & Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 6.8% Cash | | 05/21 | | 05/25 | | $ | 250 | | | $ | 259 | | | $ | 250 | | | — | % | | (3) (5) 6) ((7) (14) |
| | Second Lien Senior Secured Term Loan | | 12.5% PIK | | 05/21 | | 08/25 | | 40 | | | 41 | | | 40 | | | — | % | | (3) (6) |
| | | | | | | | | | 290 | | | 300 | | | 290 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net Health Acquisition Corp. | | Health Care Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 05/21 | | 12/23 | | 938 | | | 924 | | | 934 | | | 0.1 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 05/21 | | 12/25 | | 10,154 | | | 9,997 | | | 10,104 | | | 1.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 11,092 | | | 10,921 | | | 11,038 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
NEWCO AH | | Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 6.3% Cash | | 05/21 | | 10/25 | | 1,279 | | | 1,353 | | | 1,279 | | | 0.2 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 1,279 | | | 1,353 | | | 1,279 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Nexus Underwriting Management Limited | | Other Financial | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 5.3% Cash | | 10/21 | | 10/28 | | 4,218 | | | 4,072 | | | 4,060 | | | 0.5 | % | | (3) (5) (6) (7) (23) |
| | Revolver | | SONIA + 5.25%, 5.3% Cash | | 10/21 | | 04/22 | | 82 | | | 81 | | | 80 | | | — | % | | (3) (6) (7) (23) |
| | | | | | | | | | 4,300 | | | 4,153 | | | 4,140 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Northstar Recycling, LLC | | Environmental Industries | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 5.8% Cash | | 10/21 | | 09/27 | | 6,190 | | | 6,071 | | | 6,066 | | | 0.7 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 6,190 | | | 6,071 | | | 6,066 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Novotech Aus Bidco Pty Ltd | | Publishing | | First Lien Senior Secured Term Loan | | BBSY + 5.5%, 6.0% Cash, | | 05/21 | | 09/23 | | 1,333 | | | 1,416 | | | 1,328 | | | 0.2 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 1,333 | | | 1,416 | | | 1,328 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
OA Buyer, Inc. | | Healthcare | | First Lien Senior Secured Term Loan | | LIBOR + 6.0%, 6.8% Cash | | 12/21 | | 12/28 | | 8,501 | | | 8,331 | | | 8,331 | | | 1.0 | % | | (3) (5) (6) (7) (9) |
| | Revolver | | LIBOR + 6.0%, 6.8% Cash | | 12/21 | | 12/28 | | — | | | (27) | | | (27) | | | — | % | | (3) (6) (7) (9) |
| | Partnership Units (210,920.1 units) | | N/A | | 12/21 | | N/A | | | | 211 | | | 211 | | | — | % | | (3) (6) |
| | | | | | | | | | 8,501 | | | 8,515 | | | 8,515 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
OG III B.V. | | Containers & Glass Products | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 5.8% Cash | | 06/21 | | 06/28 | | 12,862 | | | 13,322 | | | 12,573 | | | 1.5 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 12,862 | | | 13,322 | | | 12,573 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Omni Intermediate Holdings, LLC | | Transportation | | First Lien Senior Secured Term Loan | | LIBOR + 5.0%, 6.0% Cash | | 05/21 | | 12/26 | | 14,387 | | | 13,972 | | | 13,981 | | | 1.7 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 14,387 | | | 13,972 | | | 13,981 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Options Technology Ltd. | | Computer Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.5%, 5.5% Cash | | 05/21 | | 12/25 | | 8,594 | | | 8,428 | | | 8,394 | | | 1.0 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 8,594 | | | 8,428 | | | 8,394 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Oracle Vision Bidco Limited | | Healthcare | | First Lien Senior Secured Term Loan | | SONIA + 5.25%, 5.3% Cash | | 06/21 | | 05/28 | | 1,502 | | | 1,522 | | | 1,467 | | | 0.2 | % | | (3) (5) (6) (7) (23) |
| | | | | | | | | | 1,502 | | | 1,522 | | | 1,467 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Origin Bidco Limited | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 06/21 | | 06/28 | | 597 | | | 582 | | | 584 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 5.8% Cash | | 06/21 | | 06/28 | | 377 | | | 394 | | | 369 | | | — | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 974 | | | 976 | | | 953 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
OSP Hamilton Purchaser, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 12/21 | | 12/27 | | 2,281 | | | 2,235 | | | 2,235 | | | 0.3 | % | | (5) (6) (7) (8) |
| | Revolver | | LIBOR + 5.75%, 6.8% Cash | | 12/21 | | 12/27 | | — | | | (4) | | | (4) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 2,281 | | | 2,231 | | | 2,231 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Pacific Health Supplies Bidco Pty Limited | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | BBSY + 6.0%, 6.5% Cash | | 05/21 | | 12/25 | | 1,073 | | | 1,114 | | | 1,044 | | | 0.1 | % | | (3) (5) (6) (7) (16) |
| | | | | | | | | | 1,073 | | | 1,114 | | | 1,044 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Panther Bidco Pty Ltd (Junior Adventures Group) | | Consumer Services | | First Lien Senior Secured Term Loan | | BBSY + 5.5%, 6.5% Cash | | 05/21 | | 06/23 | | 702 | | | 744 | | | 679 | | | 0.1 | % | | (3) (5) (6) (17) |
| | | | | | | | | | 702 | | | 744 | | | 679 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(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 |
Pare SAS (SAS Maurice MARLE) | | Health Care Equipment | | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 6.8% Cash | | 05/21 | | 12/26 | | $ | 910 | | | $ | 957 | | | $ | 910 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 910 | | | 957 | | | 910 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Patriot New Midco 1 Limited (Forensic Risk Alliance) | | Diversified Financial Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.75%, 7.8% Cash | | 05/21 | | 02/27 | | 429 | | | 450 | | | 409 | | | — | % | | (3) (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.75%, 6.8% Cash | | 05/21 | | 02/27 | | 502 | | | 496 | | | 479 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 931 | | | 946 | | | 888 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
PDQ.Com Corporation | | Business Equipment & Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.0%, 6.0% Cash | | 08/21 | | 08/27 | | 15,776 | | | 15,421 | | | 15,410 | | | 1.9 | % | | (5) (6) (7) (9) |
| | Class A-2 Partnership Units (86.39 units) | | N/A | | 08/21 | | N/A | | | | 86 | | | 87 | | | — | % | | (6) |
| | | | | | | | | | 15,776 | | | 15,507 | | | 15,497 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
PEGASUS TRANSTECH HOLDING, LLC | | Trucking | | First Lien Senior Secured Term Loan | | LIBOR + 6.5%, 7.5% Cash | | 05/21 | | 11/24 | | 8,333 | | | 8,333 | | | 8,333 | | | 1.0 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 8,333 | | | 8,333 | | | 8,333 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Perforce Software, Inc. | | Internet Software & Services | | Second Lien Senior Secured Term Loan | | LIBOR + 8.0%, 8.1% Cash | | 05/21 | | 07/27 | | 6,497 | | | 6,423 | | | 6,497 | | | 0.8 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 6,497 | | | 6,423 | | | 6,497 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Permaconn BidCo Pty Ltd | | Tele-communications | | First Lien Senior Secured Term Loan | | BBSY + 6.5%, 6.5% Cash | | 12/21 | | 12/27 | | 8,114 | | | 7,776 | | | 7,891 | | | 0.9 | % | | (3) (5) (6) (7) (15) |
| | | | | | | | | | 8,114 | | | 7,776 | | | 7,891 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Pilot Air Freight, LLC | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.0%, 6.0% Cash | | 05/21 | | 07/24 | | 14,191 | | | 14,014 | | | 14,191 | | | 1.7 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 14,191 | | | 14,014 | | | 14,191 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Polara Enterprises, L.L.C. | | Capital Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 5.8% Cash | | 12/21 | | 12/27 | | 4,243 | | | 4,159 | | | 4,158 | | | 0.5 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 4.75%, 5.8% Cash | | 12/21 | | 12/27 | | — | | | (11) | | | (11) | | | — | % | | (6) (7) (9) |
| | Partnership Units (3,820.44 Units) | | N/A | | 12/21 | | N/A | | | | 382 | | | 382 | | | — | % | | (6) |
| | | | | | | | | | 4,243 | | | 4,530 | | | 4,529 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Policy Services Company, LLC | | Property & Casualty Insurance | | First Lien Senior Secured Term Loan | | LIBOR + 6.0%, 7.0% Cash, 4.0% PIK | | 12/21 | | 06/26 | | 43,421 | | | 41,702 | | | 41,694 | | | 5.0 | % | | (5) (6) (7) (9) |
| | Warrants - Class A (26,774 units) | | N/A | | 12/21 | | N/A | | | | — | | | — | | | — | % | | (6) |
| | Warrants - Class B (9,036 units) | | N/A | | 12/21 | | N/A | | | | — | | | — | | | — | % | | (6) |
| | Warrants - Class CC (929 units) | | N/A | | 12/21 | | N/A | | | | — | | | — | | | — | % | | (6) |
| | Warrants - Class D (2,387 units) | | N/A | | 12/21 | | N/A | | | | — | | | — | | | — | % | | (6) |
| | | | | | | | | | 43,421 | | | 41,702 | | | 41,694 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Premium Franchise Brands, LLC | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 7.3% Cash | | 05/21 | | 12/26 | | 24,972 | | | 24,525 | | | 24,473 | | | 2.9 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 24,972 | | | 24,525 | | | 24,473 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Premium Invest | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | EURIBOR + 6.0%, 6.0% Cash | | 06/21 | | 06/28 | | 4,208 | | | 4,335 | | | 4,141 | | | 0.5 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 4,208 | | | 4,335 | | | 4,141 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Preqin MC Limited | | Banking, Finance, Insurance & Real Estate | | First Lien Senior Secured Term Loan | | SOFR + 5.5%, 5.5% Cash | | 08/21 | | 07/28 | | 2,500 | | | 2,429 | | | 2,478 | | | 0.3 | % | | (3) (5) (6) (7) (25) |
| | | | | | | | | | 2,500 | | | 2,429 | | | 2,478 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Professional Datasolutions, Inc. (PDI) | | Application Software | | First Lien Senior Secured Term Loan | | LIBOR + 4.5%, 5.5% Cash | | 05/21 | | 10/24 | | 11,850 | | | 11,794 | | | 11,672 | | | 1.4 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 11,850 | | | 11,794 | | | 11,672 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Protego Bidco B.V. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.3% Cash | | 05/21 | | 03/27 | | 136 | | | 139 | | | 134 | | | — | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.0%, 6.0% Cash | | 05/21 | | 03/28 | | 498 | | | 506 | | | 481 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| | | | | | | | | | 634 | | | 645 | | | 615 | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(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 |
| | | | | | | | | | | | | | | | | | | | |
QPE7 SPV1 BidCo Pty Ltd | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | BBSY + 5.5%, 6.0% Cash | | 09/21 | | 09/26 | | $ | 4,048 | | | $ | 3,902 | | | $ | 3,985 | | | 0.5 | % | | (3) (5) (6) (7) (16) |
| | | | | | | | | | 4,048 | | | 3,902 | | | 3,985 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Questel Unite | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 6.25%, 6.3% Cash | | 05/21 | | 12/27 | | 2,011 | | | 1,982 | | | 1,981 | | | 0.3 | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 6.8% Cash | | 05/21 | | 12/27 | | 1,000 | | | 987 | | | 994 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 3,011 | | | 2,969 | | | 2,975 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Recovery Point Systems, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.5%, 7.5% Cash, | | 05/21 | | 08/26 | | 2,454 | | | 2,454 | | | 2,454 | | | 0.3 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,454 | | | 2,454 | | | 2,454 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Renaissance Holding Corp. | | Application Software | | Second Lien Senior Secured Term Loan | | LIBOR + 7.0%, 7.1% Cash | | 05/21 | | 05/26 | | 9,325 | | | 9,301 | | | 9,339 | | | 1.1 | % | | (5) (7) (8) |
| | | | | | | | | | 9,325 | | | 9,301 | | | 9,339 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Renovation Parent Holdings, LLC | | Home furnishings | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 6.5% Cash | | 11/21 | | 11/27 | | 14,563 | | | 14,206 | | | 14,199 | | | 1.7 | % | | (5) (6) (7) (10) |
| | Partnership Equity (592,105.3 units) | | N/A | | 11/21 | | N/A | | | | 592 | | | 610 | | | 0.1 | % | | (6) |
| | | | | | | | | | 14,563 | | | 14,798 | | | 14,809 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
REP SEKO MERGER SUB LLC | | Air Freight & Logistics | | First Lien Senior Secured Term Loan | | LIBOR + 5.0%, 6.0% Cash | | 05/21 | | 12/26 | | 7,411 | | | 7,391 | | | 7,284 | | | 0.9 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 5.0%, 6.0% Cash | | 05/21 | | 12/26 | | 6,298 | | | 6,326 | | | 6,203 | | | 0.7 | % | | (5) (6) (7) (13) |
| | | | | | | | | | 13,709 | | | 13,717 | | | 13,487 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Resonetics, LLC | | Health Care Equipment | | Second Lien Senior Secured Term Loan | | LIBOR + 7.0%, 7.8% Cash | | 05/21 | | 04/29 | | 10,304 | | | 10,106 | | | 10,098 | | | 1.2 | % | | (5) (6) (7) (10) |
| | | | | | | | | | 10,304 | | | 10,106 | | | 10,098 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
RevSpring, Inc. | | Business Services | | Second Lien Senior Secured Term Loan | | LIBOR + 8.25%, 8.4% Cash | | 05/21 | | 10/26 | | 2,556 | | | 2,507 | | | 2,556 | | | 0.3 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,556 | | | 2,507 | | | 2,556 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Reward Gateway (UK) Ltd | | Precious Metals & Minerals | | First Lien Senior Secured Term Loan | | SONIA + 6.75%, 6.8% Cash | | 08/21 | | 06/28 | | 13,113 | | | 13,066 | | | 12,770 | | | 1.5 | % | | (3) (5) (6) (7) (23) |
| | | | | | | | | | 13,113 | | | 13,066 | | | 12,770 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Riedel Beheer B.V. | | Food & Beverage | | First Lien Senior Secured Term Loan | | EURIBOR + 5.5%, 5.5% Cash | | 12/21 | | 12/28 | | 1,899 | | | 1,835 | | | 1,843 | | | 0.2 | % | | (3) (5) (6) (7) (13) |
| | Super Senior Secured Term Loan | | EURIBOR + 5.5%, 5.5% Cash | | 12/21 | | 12/28 | | 230 | | | 222 | | | 223 | | | — | % | | (3) (5) (6) (7) (13) |
| | Revolver | | EURIBOR + 5.5%, 5.5% Cash | | 12/21 | | 06/28 | | — | | | (5) | | | (5) | | | — | % | | (3) (6) (7) (13) |
| | | | | | | | | | 2,129 | | | 2,052 | | | 2,061 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
ROI Solutions LLC | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.0%, 6.0% Cash | | 05/21 | | 08/24 | | 8,474 | | | 8,474 | | | 8,474 | | | 1.0 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 8,474 | | | 8,474 | | | 8,474 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
RPX Corporation | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.0%, 7.0% Cash | | 05/21 | | 10/25 | | 17,802 | | | 17,508 | | | 17,436 | | | 2.1 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 17,802 | | | 17,508 | | | 17,436 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Safety Products Holdings, LLC | | Non-durable Consumer Goods | | First Lien Senior Secured Term Loan | | LIBOR + 6.0%, 7.0% Cash | | 05/21 | | 12/26 | | 5,400 | | | 5,245 | | | 5,213 | | | 0.6 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 5,400 | | | 5,245 | | | 5,213 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Sandvine Corporation | | Communications Equipment | | Second Lien Senior Secured Term Loan | | LIBOR + 8.0%, 8.1% Cash | | 05/21 | | 11/26 | | 8,685 | | | 8,654 | | | 8,685 | | | 1.0 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 8,685 | | | 8,654 | | | 8,685 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(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 |
Sanoptis SARL | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | EURIBOR + 5.75%, 5.8% Cash | | 05/21 | | 05/26 | | $ | 1,137 | | | $ | 1,185 | | | $ | 1,137 | | | 0.1 | % | | (3) (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | EURIBOR + 6.0%, 6.0% Cash | | 05/21 | | 05/26 | | 14,895 | | | 14,637 | | | 14,895 | | | 1.8 | % | | (3) (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | CHF LIBOR + 5.75%, 5.8% Cash | | 05/21 | | 05/26 | | 390 | | | 384 | | | 390 | | | — | % | | (3) (5) (6) (7) (21) |
| | First Lien Senior Secured Term Loan | | CHF LIBOR + 6.0%, 6.0% Cash | | 05/21 | | 05/26 | | 2,697 | | | 2,689 | | | 2,697 | | | 0.4 | % | | (3) (5) (6) (7) (21) |
| | | | | | | | | | 19,119 | | | 18,895 | | | 19,119 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Scaled Agile, Inc. | | Research & Consulting Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.3% Cash | | 05/21 | | 12/28 | | 1,748 | | | 1,705 | | | 1,705 | | | 0.2 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.5%, 6.3% Cash | | 05/21 | | 12/28 | | — | | | (7) | | | (7) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 1,748 | | | 1,698 | | | 1,698 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Simulation Software Investment Company Pty Ltd | | Business Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.5% Cash | | 05/21 | | 09/22 | | 639 | | | 637 | | | 639 | | | 0.1 | % | | (3) (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | BBSY + 5.5%, 5.6% Cash | | 05/21 | | 09/22 | | 654 | | | 696 | | | 654 | | | 0.1 | % | | (3) (5) (6) (7) (16) |
| | | | | | | | | | 1,293 | | | 1,333 | | | 1,293 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
SISU ACQUISITIONCO., INC. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 6.3% Cash | | 05/21 | | 12/26 | | 2,545 | | | 2,503 | | | 2,458 | | | 0.3 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,545 | | | 2,503 | | | 2,458 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Smartling, Inc. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 11/21 | | 11/27 | | 14,529 | | | 14,204 | | | 14,197 | | | 1.7 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 6.8% Cash | | 11/21 | | 11/27 | | — | | | (20) | | | (21) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 14,529 | | | 14,184 | | | 14,176 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
SN BUYER, LLC | | Health Care Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 05/21 | | 12/26 | | 5,185 | | | 5,119 | | | 5,185 | | | 0.6 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 5,185 | | | 5,119 | | | 5,185 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Springbrook Software (SBRK Intermediate, Inc.) | | Enterprise Software & Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.5% Cash | | 05/21 | | 12/26 | | 2,434 | | | 2,426 | | | 2,434 | | | 0.3 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,434 | | | 2,426 | | | 2,434 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
SPT Acquico Limited | | High Tech Industries | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 5.8% Cash | | 05/21 | | 12/27 | | 1,807 | | | 1,765 | | | 1,807 | | | 0.2 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 1,807 | | | 1,765 | | | 1,807 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
SSCP Pegasus Midco Limited | | Healthcare & Pharmaceuticals | | First Lien Senior Secured Term Loan | | GBP LIBOR + 6.75%, 6.8% Cash | | 05/21 | | 11/27 | | 763 | | | 762 | | | 758 | | | 0.1 | % | | (3) (5) (6) (7) (11) |
| | | | | | | | | | 763 | | | 762 | | | 758 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
SSCP Spring Bidco Limited | | Health Care | | First Lien Senior Secured Term Loan | | GBP LIBOR + 6.25%, 6.8% Cash | | 05/21 | | 07/25 | | 1,113 | | | 1,148 | | | 1,108 | | | 0.1 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 1,113 | | | 1,148 | | | 1,108 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
SSCP Thermal Bidco SAS | | Industrial Machinery | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.3% Cash | | 05/21 | | 07/24 | | 757 | | | 804 | | | 757 | | | 0.1 | % | | (3) (5) (6) (7) (14) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 5.4% Cash | | 05/21 | | 07/24 | | 98 | | | 98 | | | 98 | | | — | % | | (3) (5) (6) (7) (10) |
| | | | | | | | | | 855 | | | 902 | | | 855 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Starnmeer B.V. | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 6.4%, 6.9% Cash | | 10/21 | | 04/27 | | 13,388 | | | 13,193 | | | 13,187 | | | 1.6 | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 13,388 | | | 13,193 | | | 13,187 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Superjet Buyer, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.5% Cash | | 12/21 | | 12/27 | | 23,175 | | | 22,711 | | | 22,711 | | | 2.7 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.75%, 6.5% Cash | | 12/21 | | 12/27 | | — | | | (37) | | | (37) | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 23,175 | | | 22,674 | | | 22,674 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Syntax Systems Ltd | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.3% Cash | | 11/21 | | 10/28 | | 6,459 | | | 6,380 | | | 6,377 | | | 0.8 | % | | (3) (5) (6) (7) (8) |
| | Revolver | | LIBOR + 5.5%, 6.3% Cash | | 11/21 | | 10/26 | | 405 | | | 396 | | | 396 | | | — | % | | (3) (6) (7) (8) |
| | | | | | | | | | 6,864 | | | 6,776 | | | 6,773 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(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 |
TA SL Cayman Aggregator Corp.
| | Technology | | Subordinated Term Loan | | 8.8% PIK | | 07/21 | | 07/28 | | $ | 967 | | | $ | 948 | | | $ | 950 | | | 0.1 | % | | (6) |
| | Common Stock (770 shares) | | N/A | | 07/21 | | N/A | | | | 24 | | | 31 | | | — | % | | (6)* |
| | | | | | | | | | 967 | | | 972 | | | 981 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Techone B.V. | | Technology | | First Lien Senior Secured Term Loan | | EURIBOR + 5.5%, 5.5% Cash | | 11/21 | | 11/28 | | 4,046 | | | 3,907 | | | 3,914 | | | 0.5 | % | | (3) (5) (6) (7) (13) |
| | Revolver | | EURIBOR + 5.5%, 5.5% Cash | | 11/21 | | 05/28 | | 50 | | | 45 | | | 45 | | | — | % | | (3) (6) (7) (13) |
| | | | | | | | | | 4,096 | | | 3,952 | | | 3,959 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Temple Midco Limited | | Industrial Machinery | | First Lien Senior Secured Term Loan | | GBP LIBOR + 5.25%, 5.8% Cash | | 05/21 | | 08/24 | | 990 | | | 1,017 | | | 990 | | | 0.1 | % | | (3) (5) (6) (7) (12) |
| | | | | | | | | | 990 | | | 1,017 | | | 990 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Tencarva Machinery Company, LLC | | Capital Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.5% Cash | | 12/21 | | 12/27 | | 5,486 | | | 5,375 | | | 5,374 | | | 0.6 | % | | (3) (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.5%, 6.5% Cash | | 12/21 | | 12/27 | | — | | | (20) | | | (20) | | | | | (3) (6) (7) (9) |
| | | | | | | | | | 5,486 | | | 5,355 | | | 5,354 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC) | | Brokerage, Asset Managers & Exchanges | | First Lien Senior Secured Term Loan | | LIBOR + 4.25%, 5.3% Cash | | 10/21 | | 12/27 | | 1,264 | | | 1,158 | | | 1,158 | | | 0.1 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 4.25%, 5.3% Cash | | 10/21 | | 12/27 | | — | | | (21) | | | (22) | | | — | % | | (6) (7) (9) |
| | Subordinated Term Loan | | 7.75% PIK | | 10/21 | | 10/28 | | 4,974 | | | 4,876 | | | 4,874 | | | 0.6 | % | | (6) |
| | | | | | | | | | 6,238 | | | 6,013 | | | 6,010 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The Hilb Group, LLC | | Insurance Brokerage | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 05/21 | | 12/26 | | 3,635 | | | 3,537 | | | 3,562 | | | 0.4 | % | | (5) (6) (7) (9) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.3% Cash | | 05/21 | | 12/26 | | 117 | | | (4) | | | (4) | | | — | % | | (5) (6) (7) (9) |
| | | | | | | | | | 3,752 | | | 3,533 | | | 3,558 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The Octave Music Group, Inc. (fka TouchTones Interactive Networks, Inc.) | | Entertainment | | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 6.3% Cash, 0.75% PIK | | 05/21 | | 05/25 | | 2,760 | | | 2,713 | | | 2,758 | | | 0.3 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 2,760 | | | 2,713 | | | 2,758 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total Safety U.S. Inc. | | Diversified Support Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.0%, 7.0% Cash | | 08/21 | | 08/25 | | 2,472 | | | 2,446 | | | 2,434 | | | 0.3 | % | | (7) (10) |
| | | | | | | | | | 2,472 | | | 2,446 | | | 2,434 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Trident Maritime Systems, Inc. | | Aerospace & Defense | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.5% Cash | | 05/21 | | 02/27 | | 9,029 | | | 8,889 | | | 9,029 | | | 1.1 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 9,029 | | | 8,889 | | | 9,029 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Truck-Lite Co., LLC | | Automotive Parts & Equipment | | First Lien Senior Secured Term Loan | | LIBOR + 6.25%, 7.3% Cash | | 05/21 | | 12/26 | | 14,476 | | | 14,228 | | | 14,097 | | | 1.7 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 14,476 | | | 14,228 | | | 14,097 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Turbo Buyer, Inc. | | Finance Companies | | First Lien Senior Secured Term Loan | | LIBOR + 6.0%, 7.0% Cash | | 11/21 | | 12/25 | | 9,425 | | | 9,197 | | | 9,190 | | | 1.1 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 9,425 | | | 9,197 | | | 9,190 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Turnberry Solutions, Inc. | | Consumer Cyclical | | First Lien Senior Secured Term Loan | | LIBOR + 6.0%, 7.0% Cash | | 07/21 | | 09/26 | | 2,500 | | | 2,454 | | | 2,457 | | | 0.3 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,500 | | | 2,454 | | | 2,457 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
UKFast Leaders Limited | | Technology | | First Lien Senior Secured Term Loan | | SONIA + 7.0%, 7.1% Cash | | 05/21 | | 09/27 | | 4,783 | | | 4,870 | | | 4,697 | | | 0.6 | % | | (3) (5) (6) (7) (22) |
| | | | | | | | | | 4,783 | | | 4,870 | | | 4,697 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.) | | Legal Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.75%, 6.8% Cash | | 05/21 | | 11/24 | | 2,372 | | | 2,262 | | | 2,372 | | | 0.3 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 2,372 | | | 2,262 | | | 2,372 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Utac Ceram | | Business Services | | First Lien Senior Secured Term Loan | | EURIBOR + 5.25%, 5.3% Cash | | 05/21 | | 09/27 | | 910 | | | 942 | | | 892 | | | 0.1 | % | | (3) (5) (6) (7) (13) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 5.5% Cash | | 05/21 | | 09/27 | | 243 | | | 236 | | | 238 | | | — | % | | (3) (5) (6) (7) (9) |
| | | | | | | | | | 1,153 | | | 1,178 | | | 1,130 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(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 |
Validity, Inc. | | IT Consulting & Other Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 4.8% Cash | | 05/21 | | 05/25 | | $ | 939 | | | $ | 900 | | | $ | 936 | | | 0.1 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 939 | | | 900 | | | 936 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
VistaJet Pass Through Trust 2021-1B | | Airlines | | Structured Secured Note - Class B | | 6.3% Cash | | 11/21 | | 02/29 | | 10,000 | | | 10,000 | | | 9,811 | | | 1.2 | % | | |
| | | | | | | | | | 10,000 | | | 10,000 | | | 9,811 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Vital Buyer, LLC | | Technology | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.3% Cash | | 06/21 | | 06/28 | | 982 | | | 964 | | | 966 | | | 0.1 | % | | (5) 6) ((7) (9) |
| | Partnership Units (1,096.2 units) | | N/A | | 06/21 | | N/A | | | | 11 | | | 11 | | | — | % | | (6) |
| | | | | | | | | | 982 | | | 975 | | | 977 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Vitalyst, LLC | | IT Consulting & Other Services | | First Lien Senior Secured Term Loan | | LIBOR + 6.0%, 7.0% Cash | | 05/21 | | 08/22 | | 1,942 | | | 1,942 | | | 1,942 | | | 0.2 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 1,942 | | | 1,942 | | | 1,942 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
VP Holding Company | | Transportation Services | | First Lien Senior Secured Term Loan | | LIBOR + 5.5%, 6.5% Cash | | 05/21 | | 05/24 | | 7,149 | | | 7,045 | | | 7,034 | | | 0.8 | % | | (5) (6) (7) (9) |
| | | | | | | | | | 7,149 | | | 7,045 | | | 7,034 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
W2O Holdings, Inc. | | Healthcare Technology | | First Lien Senior Secured Term Loan | | LIBOR + 4.75%, 5.8% Cash | | 05/21 | | 06/25 | | 400 | | | 400 | | | 400 | | | — | % | | (6) (7) (9) |
| | | | | | | | | | 400 | | | 400 | | | 400 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Woodland Foods, LLC | | Food & Beverage | | First Lien Senior Secured Term Loan | | LIBOR + 5.50%, 6.5% Cash | | 12/21 | | 12/27 | | 8,336 | | | 8,172 | | | 8,170 | | | 1.0 | % | | (5) (6) (7) (9) |
| | Revolver | | LIBOR + 5.50%, 6.5% Cash | | 12/21 | | 12/27 | | 125 | | | 93 | | | 92 | | | — | % | | (6) (7) (9) |
| | Common Stock (1,204,461.64 shares) | | N/A | | 12/21 | | N/A | | | | 1,204 | | | 1,204 | | | 0.1 | % | | (6) |
| | | | | | | | | | 8,461 | | | 9,469 | | | 9,466 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
World 50, Inc. | | Professional Services | | First Lien Senior Secured Term Loan | | LIBOR + 4.5%, 5.5% Cash | | 05/21 | | 01/26 | | 15,573 | | | 15,286 | | | 15,339 | | | 1.8 | % | | (5) (6) (7) (8) |
| | First Lien Senior Secured Term Loan | | LIBOR + 5.25%, 6.3% Cash | | 05/21 | | 01/26 | | 691 | | | 691 | | | 691 | | | 0.1 | % | | (5) (6) (7) (8) |
| | | | | | | | | | 16,264 | | | 15,977 | | | 16,030 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Non–Control / Non–Affiliate Investments (153.5%) | | | | | | | | 1,297,726 | | | 1,282,754 | | | 1,280,596 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Affiliate Investments: (4) | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Eclipse Business Capital, LLC | | Banking, Finance, Insurance, & Real Estate | | Second Lien Senior Secured Term Loan | | 7.5% Cash | | 07/21 | | 07/28 | | 3,209 | | | 3,178 | | | 3,345 | | | 0.4 | % | | (6) |
| | Revolver | | LIBOR + 7.25% | | 07/21 | | 07/28 | | 1,283 | | | 1,194 | | | 1,283 | | | 0.2 | % | | (6) (9) |
| | LLC Units (63,139,338 units) | | N/A | | 07/21 | | N/A | | | | 63,423 | | | 65,412 | | | 7.8 | % | | (6) |
| | | | | | | | | | 4,492 | | | 67,795 | | | 70,040 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Thompson Rivers LLC | | Investment Funds & Vehicles | | 6.4% Member Interest | | N/A | | 08/21 | | N/A | | | | 32,249 | | | 33,511 | | | 4.0 | % | | (3) |
| | | | | | | | | | | | 32,249 | | | 33,511 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Waccamaw River LLC | | Investment Funds & Vehicles | | 20% Member Interest | | N/A | | 08/21 | | N/A | | | | 13,720 | | | 13,501 | | | 1.6 | % | | (3) |
| | | | | | | | | | | | 13,720 | | | 13,501 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal Affiliate Investments (14.0%) | | | | | | | | 4,492 | | | 113,764 | | | 117,052 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Total Investments, December 31, 2021 (167.5%)* | | | | | | | | $ | 1,302,218 | | | $ | 1,396,518 | | | $ | 1,397,648 | | | | | |
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(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$20,975 | | $15,076 | | BNP Paribas SA | | 01/06/22 | | $ | 171 | |
Foreign currency forward contract (AUD) | | $15,106 | | A$20,975 | | BNP Paribas SA | | 01/06/22 | | (142) | |
Foreign currency forward contract (AUD) | | $15,068 | | A$20,961 | | BNP Paribas SA | | 04/08/22 | | (172) | |
| | | | | | | | | | |
Foreign currency forward contract (CAD) | | $749 | | $586 | | BNP Paribas SA | | 01/06/22 | | 5 | |
Foreign currency forward contract (CAD) | | $587 | | $749 | | BNP Paribas SA | | 01/06/22 | | (4) | |
Foreign currency forward contract (CAD) | | $633 | | $808 | | BNP Paribas SA | | 04/08/22 | | (6) | |
| | | | | | | | | | |
Foreign currency forward contract (DKK) | | 2,141kr. | | $326 | | BNP Paribas SA | | 01/06/22 | | 1 | |
Foreign currency forward contract (DKK) | | $335 | | 2,141kr. | | BNP Paribas SA | | 01/06/22 | | 7 | |
Foreign currency forward contract (DKK) | | $323 | | 2,114kr. | | BNP Paribas SA | | 04/08/22 | | (2) | |
| | | | | | | | | | |
Foreign currency forward contract (EUR) | | €47,857 | | $54,213 | | BNP Paribas SA | | 01/06/22 | | 243 | |
Foreign currency forward contract (EUR) | | $55,239 | | €47,857 | | BNP Paribas SA | | 01/06/22 | | 783 | |
Foreign currency forward contract (EUR) | | $111,330 | | €98,201 | | BNP Paribas SA | | 04/08/22 | | (634) | |
| | | | | | | | | | |
Foreign currency forward contract (GBP) | | £8,817 | | $11,744 | | BNP Paribas SA | | 01/06/22 | | 197 | |
Foreign currency forward contract (GBP) | | £2,000 | | $2,664 | | BNP Paribas SA | | 01/07/22 | | 45 | |
Foreign currency forward contract (GBP) | | $11,828 | | £8,817 | | BNP Paribas SA | | 01/06/22 | | (112) | |
Foreign currency forward contract (GBP) | | $2,717 | | £2,000 | | BNP Paribas SA | | 01/07/22 | | 8 | |
Foreign currency forward contract (GBP) | | $13,907 | | £10,446 | | BNP Paribas SA | | 04/08/22 | | (234) | |
| | | | | | | | | | |
Foreign currency forward contract (NZD) | | NZ$610 | | $415 | | BNP Paribas SA | | 01/06/22 | | 3 | |
Foreign currency forward contract (NZD) | | $419 | | NZ$610 | | BNP Paribas SA | | 01/06/22 | | 1 | |
Foreign currency forward contract (NZD) | | $416 | | NZ$614 | | BNP Paribas SA | | 04/08/22 | | (3) | |
| | | | | | | | | | |
Foreign currency forward contract (SEK) | | 5,421kr | | $600 | | BNP Paribas SA | | 01/07/22 | | — | |
Foreign currency forward contract (SEK) | | $617 | | 5,421kr | | BNP Paribas SA | | 01/07/22 | | 17 | |
Foreign currency forward contract (SEK) | | $607 | | 5,483kr | | BNP Paribas SA | | 04/08/22 | | — | |
| | | | | | | | | | |
Foreign currency forward contract (CHF) | | Fr.17,957 | | $19,530 | | BNP Paribas SA | | 01/06/22 | | 162 | |
Foreign currency forward contract (CHF) | | Fr.103 | | $113 | | BNP Paribas SA | | 01/07/22 | | — | |
Foreign currency forward contract (CHF) | | $19,264 | | Fr.17,957 | | BNP Paribas SA | | 01/06/22 | | (428) | |
Foreign currency forward contract (CHF) | | $113 | | Fr.103 | | BNP Paribas SA | | 01/07/22 | | — | |
Foreign currency forward contract (CHF) | | $19,853 | | Fr.18,212 | | BNP Paribas SA | | 04/08/22 | | (168) | |
Total Foreign Currency Forward Contracts, December 31, 2021 | | | | | | | | $ | (262) | |
* Fair value as a percentage of net assets.
(1)All debt investments are income producing, unless otherwise noted. Eclipse Business Capital, LLC, Thompson Rivers LLC and Waccamaw River LLC equity investments are income producing. All other equity and any equity-linked investments are non-income producing. The Board determined in good faith that all investments were valued at fair value in accordance with the Company’s valuation policies and procedures and the 1940 Act based on, among other things, the input of the Company’s external investment adviser, Barings, the Company’s Audit Committee and an independent valuation firm that has been engaged to assist in the valuation of the Company’s middle-market equity and debt investments. 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 variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to LIBOR, EURIBOR, GBP LIBOR, CHF LIBOR, BBSY, CDOR, STIBOR, SOFR, SONIA or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically reset semi-annually, quarterly, or monthly at the borrower’s option. 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, 2021 represented 167.1% 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 22.1% of total investments at fair value as of December 31, 2021. 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's voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled "Affiliate Investments" for the period from May 10, 2021 (commencement of operations) to December 31, 2021 were as follows:
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| May 10, 2021 Value | Gross Additions (b) | Gross Reductions (c) | Amount of Realized Gain (Loss) | Amount of Unrealized Gain (Loss) | December 31, 2021 Value | Amount of Interest or Dividends Credited to Income(d) |
Portfolio Company | Type of Investment(a) |
Eclipse Business Capital, LLC (e) | Second Lien Senior Secured Term Loan (7.5% Cash) | $ | — | | $ | 3,178 | | $ | — | | $ | — | | $ | 167 | | $ | 3,345 | | $ | 119,929 | |
Revolver (LIBOR + 7.25%) | — | | 1,194 | | — | | — | | 90 | | 1,284 | | 37,400 | |
LLC units (63,139,338 units) | — | | 63,423 | | — | | — | | 1,989 | | 65,412 | | 2,528,320 | |
| — | | 67,795 | | — | | — | | 2,246 | | 70,041 | | 2,685,649 | |
| | | | | | | | |
Thompson Rivers LLC | 6.4% Member Interest | — | | 32,249 | | — | | — | | 1,261 | | 33,510 | | 2,249,354 | |
| — | | 32,249 | | — | | — | | 1,261 | | 33,510 | | 2,249,354 | |
| | | | | | | | |
Waccamaw River LLC | 20% Member Interest | — | | 13,720 | | | — | | (219) | | 13,501 | | 280,000 | |
— | | 13,720 | | — | | — | | (219) | | 13,501 | | 280,000 | |
| | | | | | | | |
Total Affiliate Investments | $ | — | | $ | 113,764 | | $ | — | | $ | — | | $ | 3,288 | | $ | 117,052 | | $ | 5,215,003 | |
(a) Eclipse Business Capital, LLC, Thompson Rivers LLC and Waccamaw River LLC equity investments are income producing.
(b) Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments.
(c) Gross reductions include decreases in the total cost basis of investments resulting from principal repayments or sales.
(d) 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.
(e) 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 $600.0 million senior secured revolving credit facility with BNP Paribas.
(6)The fair value of the investment was determined using significant unobservable inputs.
(7)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, 2021 was 0.10125%.
(9)The interest rate on these loans is subject to 3 Month LIBOR, which as of December 31, 2021 was 0.20913%.
(10)The interest rate on these loans is subject to 6 Month LIBOR, which as of December 31, 2021 was 0.33875%.
(11)The interest rate on these loans is subject to 3 Month GBP LIBOR, which as of December 31, 2021 was 0.26225%.
(12)The interest rate on these loans is subject to 6 Month GBP LIBOR, which as of December 31, 2021 was 0.47363%.
(13)The interest rate on these loans is subject to 3 Month EURIBOR, which as of December 31, 2021 was -0.57200%.
(14)The interest rate on these loans is subject to 6 Month EURIBOR, which as of December 31, 2021 was -0.54600%.
(15)The interest rate on these loans is subject to 1 Month BBSY, which as of December 31, 2021 was 0.01500%.
(16)The interest rate on these loans is subject to 3 Month BBSY, which as of December 31, 2021 was 0.06770%.
(17)The interest rate on these loans is subject to 6 Month BBSY, which as of December 31, 2021 was 0.21350%.
(18)The interest rate on these loans is subject to 3 Month STIBOR, which as of December 31, 2021 was -0.00050%.
(19)The interest rate on these loans is subject to 6 Month STIBOR, which as of December 31, 2021 was -0.00020%.
(20)The interest rate on these loans is subject to 3 Month CDOR, which as of December 31, 2021 was 0.51750%.
(21)The interest rate on these loans is subject to 6 Month CHF LIBOR, which as of December 31, 2021 was -0.70280%.
(22)The interest rate on these loans is subject to 3 Month SONIA, which as of December 31, 2021 was 0.33830%.
(23)The interest rate on these loans is subject to 6 Month SONIA, which as of December 31, 2021 was 0.49870%.
(24)The interest rate on these loans is subject to 3 Month SOFR, which as of December 31, 2021 was 0.09125%.
(25)The interest rate on these loans is subject to 6 Month SOFR, which as of December 31, 2021 was 0.19947%.
See accompanying notes.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements
1. ORGANIZATION, BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 intends to elect 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 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 $349.8 billion in assets under management as of June 30, 2022.
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. 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
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
for this exception. Therefore, the Company's investment portfolio is carried on the Unaudited and Audited Consolidated Balance Sheets at fair value, as discussed further in “Note 3 – Investments”, with any adjustments to fair value recognized as “Net unrealized appreciation (depreciation)” on the Unaudited Consolidated Statement 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 statements and notes thereto for the year ended December 31, 2021. 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, the FASB issued Accounting Standards Update, 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). 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 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements.
Share Purchase Program
Beginning no later than the first full calendar quarter after the one-year anniversary of the Initial Closing, and at the discretion of the Board, the Company intends to commence a share repurchase program in which the Company intends to 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 if it deems such action to be in the Company’s best interest and the best interest of its stockholders. As a result, share repurchases may not be available each quarter. The Company intends to conduct such repurchase offers in accordance with the requirements of 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 the Company’s share repurchase program, to the extent the Company offers to repurchase shares in any particular quarter, the Company expects to repurchase shares pursuant to tender offers using a purchase price equal to the net asset value per share as of the last calendar day of the applicable quarter; provided that, the Company and Barings have applied for exemptive relief from SEC that, if granted, will permit the Company to repurchase shares that have not been outstanding for at least one year at 98% of such net asset value pursuant to such tender offers (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.
There were no share repurchases under the Company’s share repurchase program during the three and six months ended June 30, 2022.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
2. AGREEMENTS AND RELATED PARTY TRANSACTIONS
Investment 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 and six months ended June 30, 2022, the Base Management Fee determined in accordance with the terms of the Advisory Agreement was $2.8 million and $5.0 million, respectively. For the period from May 10, 2021 (commencement of operations) to June 30, 2021, the Base Management Fee determined in accordance with the terms of the Advisory Agreement was $0.7 million. As of June 30, 2022, the Base Management Fee of $2.8 million for the quarter ended June 30, 2022 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021, the Base Management fee of $1.5 million for the three months ended December 31, 2021 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 be 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 be 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 be determined on a quarterly basis, and will be calculated by multiplying 8.0% by the average of the Company’s net asset value 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 value 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 net asset values 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 values 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 the 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.
The Company did not incur any Incentive Fees for the three and six months ended June 30, 2022, or for the period from May 10, 2021 (commencement of operations) to June 30, 2021.
The Advisory Agreement has an initial term of two years. Thereafter, it shall 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. 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 serves 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.
This Sub-Advisory Agreement will continue in effect for two years from its initial effective date, May 13, 2021, 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. 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 June 30, 2022, BIIL had approximately £16.7 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;
• 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
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 method conforming with generally accepted accounting principles;
• 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 and six months ended June 30, 2022, the Company incurred and was invoiced by the Administrator expenses of approximately $0.5 million and $0.9 million, respectively. As of June 30, 2021, Barings had not charged the Company for any expenses under the terms of the Administration Agreement. As of June 30, 2022, administrative expenses of $0.5 million incurred during the three months ended June 30, 2022 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021, administrative expenses of $0.3 million incurred during the three months ended December 31, 2021 were unpaid and included in “Administrative fees payable” in the accompanying Consolidated Balance Sheet.
The Administration Agreement has an initial term of two years 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. 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). 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.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 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 and six months ended June 30, 2022, or for the period from May 10, 2021 (commencement of operations) to June 30, 2021.
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 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 June 30, 2022 and December 31, 2021 are shown in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | Cost | | Percentage of Total Portfolio | | Fair Value | | Percentage of Total Portfolio | | Percentage of Total Net Assets |
June 30, 2022: | | | | | | | | | |
Senior debt and 1st lien notes | $ | 1,470,610 | | | 82 | % | | $ | 1,437,081 | | | 81 | % | | 134 | % |
Subordinated debt and 2nd lien notes | 152,069 | | | 8 | | | 148,049 | | | 8 | | | 14 | |
Structured products | 25,267 | | | 1 | | | 24,525 | | | 1 | | | 2 | |
Equity shares | 99,082 | | | 6 | | | 118,552 | | | 7 | | | 11 | |
Equity warrants | — | | | — | | | — | | | — | | | — | |
Investment in joint ventures | 51,341 | | | 3 | | | 46,089 | | | 3 | | | 5 | |
| | | | | | | | | |
| $ | 1,798,369 | | | 100 | % | | $ | 1,774,296 | | | 100 | % | | 166 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | Cost | | Percentage of Total Portfolio | | Fair Value | | Percentage of Total Portfolio | | Percentage of Total Net Assets |
December 31, 2021: | | | | | | | | | |
Senior debt and 1st lien notes | 1,144,755 | | | 82 | % | | 1,141,252 | | | 82 | % | | 137 | % |
Subordinated debt and 2nd lien notes | 113,999 | | | 8 | | | 114,779 | | | 8 | | | 14 | |
Structured products | 19,261 | | | 2 | | | 19,566 | | | 2 | | | 2 | |
Equity shares | 72,534 | | | 5 | | | 75,040 | | | 5 | | | 9 | |
| | | | | | | | | |
Investment in joint ventures | 45,969 | | | 3 | | | 47,011 | | | 3 | | | 6 | |
| | | | | | | | | |
| $ | 1,396,518 | | | 100 | % | | 1,397,648 | | | 100 | % | | 168 | % |
During the three months ended June 30, 2022, the Company made new investments totaling $139.7 million, made additional investments in existing portfolio companies totaling $123.0 million and made additional investments in existing joint venture equity portfolio companies totaling $2.1 million. During the six months ended June 30, 2022, the Company made new investments totaling $314.2 million, made investments in existing portfolio companies totaling $166.4 million and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
For the period from May 10, 2021 (commencement of operations) to June 30, 2021, the Company purchased the Initial Portfolio from MassMutual and CM Life for an aggregate purchase price of $602.8 million and made new investments totaling $69.1 million.
Industry Composition
The industry composition of investments at fair value at June 30, 2022 and December 31, 2021, excluding short-term investments, was as follows:
| | | | | | | | | | | | | | | | | | | | |
($ in thousands) | June 30, 2022 | | December 31, 2021 |
Aerospace and Defense | $ | 76,963 | | 4.3 | % | | $ | 49,184 | | | 3.5 | % |
Automotive | 66,984 | | 3.8 | | | 51,013 | | | 3.7 | |
Banking, Finance, Insurance and Real Estate | 193,081 | | 10.9 | | | 153,347 | | | 11.0 | |
Beverage, Food and Tobacco | 21,599 | | 1.2 | | | 18,900 | | | 1.3 | |
Capital Equipment | 35,174 | | 2.0 | | | 23,589 | | | 1.7 | |
Chemicals, Plastics, and Rubber | 33,196 | | 1.9 | | | 12,880 | | | 0.9 | |
Construction and Building | 21,320 | | 1.2 | | | 18,783 | | | 1.3 | |
Consumer Goods: Durable | 20,595 | | 1.2 | | | 16,562 | | | 1.2 | |
Consumer Goods: Non-durable | 35,494 | | 2.0 | | | 35,762 | | | 2.6 | |
Containers, Packaging and Glass | 42,206 | | 2.4 | | | 19,518 | | | 1.4 | |
| | | | | | |
| | | | | | |
| | | | | | |
Environmental Industries | 7,844 | | 0.4 | | | 9,440 | | | 0.7 | |
Forest Products and Paper | 573 | | — | | | 2,176 | | | 0.2 | |
Healthcare and Pharmaceuticals | 185,163 | | 10.4 | | | 133,275 | | | 9.5 | |
High Tech Industries | 292,548 | | 16.5 | | | 253,273 | | | 18.1 | |
Hotel, Gaming and Leisure | 14,100 | | 0.8 | | | 9,571 | | | 0.7 | |
Investment Funds and Vehicles | 46,089 | | 2.6 | | | 47,011 | | | 3.4 | |
Media: Advertising, Printing and Publishing | 13,594 | | 0.8 | | | 21,493 | | | 1.5 | |
Media: Broadcasting and Subscription | 3,975 | | 0.2 | | | 5,304 | | | 0.4 | |
Media: Diversified and Production | 33,820 | | 1.9 | | | 24,082 | | | 1.7 | |
Metals and Mining | 7,425 | | 0.4 | | | — | | | — | |
| | | | | | |
Services: Business | 354,387 | | 20.0 | | | 277,455 | | | 19.9 | |
Services: Consumer | 78,780 | | 4.4 | | | 63,838 | | | 4.6 | |
Structured Products | 9,673 | | 0.5 | | | 9,811 | | | 0.7 | |
Telecommunications | 36,706 | | 2.1 | | | 12,588 | | | 0.9 | |
Transportation: Cargo | 124,164 | | 7.0 | | | 109,154 | | | 7.8 | |
Transportation: Consumer | 17,591 | | 1.0 | | | 18,392 | | | 1.3 | |
Utilities: Electric | 1,252 | | 0.1 | | | 1,247 | | | 0.1 | |
| | | | | | |
| | | | | | |
Total | $ | 1,774,296 | | 100.0 | % | | $ | 1,397,648 | | | 100.0 | % |
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 June 30, 2022. As of June 30, 2022, 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 and six months ended June 30, 2022, Thompson Rivers declared $69.4 million and $89.4 million in dividends, respectively, of which $0.9 million and $2.2 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations. In addition, for both the three and six months ended June 30, 2022, $3.5 million was recognized as a return of capital.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of June 30, 2022, Thompson Rivers had $1.5 billion in Ginnie Mae early buyout loans and $267.1 million in cash. As of December 31, 2021, Thompson Rivers had $3.1 billion in Ginnie Mae early buyout loans and $220.6 million in cash. As of June 30, 2022, Thompson Rivers had 8,676 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2021, Thompson Rivers had 15,617 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.
As of June 30, 2022 and December 31, 2021, the Thompson Rivers investment portfolio consisted of the following investments:
| | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | Cost | | Percentage of Total Portfolio | | Fair Value | | Percentage of Total Portfolio |
June 30, 2022: | | | | | | | |
Federal Housing Administration (“FHA”) loans | $ | 1,419,533 | | | 90 | % | | $ | 1,389,345 | | | 90 | % |
Veterans Affairs (“VA”) loans | 155,498 | | | 10 | | | 150,594 | | | 10 | |
| | | | | | | |
| $ | 1,575,031 | | | 100 | % | | $ | 1,539,939 | | | 100 | % |
December 31, 2021: | | | | | | | |
Federal Housing Administration (“FHA”) loans | $ | 2,799,869 | | | 93 | % | | $ | 2,839,495 | | | 93 | % |
Veterans Affairs (“VA”) loans | 224,660 | | | 7 | | | 223,540 | | | 7 | |
| $ | 3,024,529 | | | 100 | % | | $ | 3,063,035 | | | 100 | % |
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $396.6 million and $694.8 million outstanding as of June 30, 2022 and December 31, 2021, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $693.1 million and $1,245.2 million outstanding as of June 30, 2022 and December 31, 2021, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $340.3 million and $933.1 million outstanding as of June 30, 2022 and December 31, 2021, respectively.
The Company has determined that Thompson Rivers is an investment company under ASC, Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
As of June 30, 2022 and December 31, 2021, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
| | | | | | | | | | | | | | |
($ in thousands) | As of June 30, 2022 | | As of December 31, 2021 | |
Total contributed capital by Barings Private Credit Corporation(1) | $ | 32,226 | | | $ | 32,249 | | |
Total contributed capital by all members | $ | 482,083 | | (2) | | $ | 482,120 | | (3) | |
| | | | |
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 and $209.3 million of total contributed capital by related parties.
(3)Includes dividend re-investments of $32.1 million and $209.5 million of total contributed capital by related parties.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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, of which approximately $22.5 million has been funded as of June 30, 2022. As of June 30, 2022, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, of which $112.6 million (including $14.0 million of recallable return of capital) has been funded.
For the three and six months ended June 30, 2022, Waccamaw River declared $2.4 million and $3.9 million in dividends, respectively, of which $0.5 million and $0.8 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations.
As of June 30, 2022, Waccamaw River had $130.1 million in unsecured consumer loans and $12.3 million in cash. As of December 31, 2021, Waccamaw River had $60.8 million in unsecured consumer loans and $4.9 million in cash. As of June 30, 2022, Waccamaw River had 11,626 outstanding loans with an average loan size of $11,488, remaining average life to maturity of 45.4 months and weighted average interest rate of 11.0%. As of December 31, 2021, Waccamaw River had 5,500 outstanding loans with an average loan size of $11,280, remaining average life to maturity of 46.5 months and weighted average interest rate of 10.9%.
Waccamaw River's secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $37.1 million as of June 30, 2022.
The Company has determined that Waccamaw River is an investment company under ASC, Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
As of June 30, 2022 and December 31, 2021, Waccamaw River had the following contributed capital and unfunded commitments from its members:
| | | | | | | | | | | | | | |
($ in thousands) | As of June 30, 2022 | | As of December 31, 2021 | |
Total contributed capital by Barings Private Credit Corporation | $ | 22,520 | | | $ | 13,720 | | |
Total contributed capital by all members | $ | 126,620 | | (1) | | $ | 82,620 | | (4) | |
| | | | |
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 | $ | 2,480 | | | $ | 11,280 | | |
Total unfunded commitments by all members | $ | 12,400 | | (3) | | $ | 56,400 | | (5) | |
(1)Includes $79.9 million of total contributed capital by related parties.
(2)Includes ($12.3) million of total return of capital (recallable) by related parties.
(3)Includes $7.4 million of unfunded commitments by related parties.
(4)Includes $53.5 million of total contributed capital by related parties.
(5)Includes $33.8 million of unfunded commitments by related parties.
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. As of June 30, 2022 and December 31, 2021, $4.9 million and $1.3 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
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
The Company conducts the valuation of its investments, upon which its net asset value 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 have been 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. Under ASC Topic 820, 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. Under ASC Topic 820, 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 Company determines the fair value of its investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Company 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 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 the Company’s 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.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Investment Valuation Process
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 (if any) are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans (if any) and structured product investments (if any) 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 an independent provider 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 their valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following the initial acquisition, such loans and equity investments are sent to a valuation provider which will determine the fair value of each investment. The independent valuation provider applies 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 in making valuation recommendations to the Board, and will report to the Board on its rationale for each such determination. The Adviser uses its internal valuation model as a comparison point to validate the price range provided by the valuation provider and, where applicable, in determining the point within that range that it will use in making valuation recommendations to the Board. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Board that is outside of the range provided by the independent valuation provider, and will notify the Board of any such override 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 the 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. Pursuant to these procedures, the Board determines each quarter, in good faith, whether the Company’s investments were valued at fair value in accordance with the Company’s valuation policies and procedures and the 1940 Act based on, among other things, the input of Barings, the Company’s Audit Committee and the independent valuation firm.
Valuation Techniques
The Company’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 Company’s market assumptions. The Company’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 Company will utilize alternative approaches such as broker quotes or manual prices. The Company attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 Investment in Thompson Rivers and Waccamaw River
As Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Company estimates the fair value of the Company’s investments in these entities using net asset value of each company and the Company’s ownership percentage as a practical expedient. The net asset value 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 Company used in the valuation of its Level 3 debt and equity securities as of June 30, 2022 and December 31, 2021. The weighted average range of unobservable inputs is based on fair value of investments.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
June 30, 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 | $ | 1,049,493 | | | Yield Analysis | | Market Yield | | 6.0% – 19.2% | | 9.9% | | Decrease |
7,562 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.0x – 6.6x | | 6.3x | | Increase |
7,580 | | | Discounted Cash Flow Analysis | | Discount Rate | | 9.2% | | 9.2% | | Decrease |
347,175 | | | Recent Transaction | | Transaction Price | | 96.0% – 100.0% | | 97.6% | | Increase |
Subordinated debt and 2nd lien notes(1) | 81,197 | | | Yield Analysis | | Market Yield | | 8.2% – 14.9% | | 11.7% | | Decrease |
8,787 | | | Market Approach | | Adjusted EBITDA Multiple | | 10.3x – 11.6x | | 10.4x | | Increase |
32,444 | | | Recent Transaction | | Transaction Price | | 92.7% – 98.0% | | 96.2% | | Increase |
| | | | | | | | | | | |
Structured products | 15,271 | | | Discounted Cash Flow Analysis | | Discount Rate | | 5.5% – 13.0% | | 9.4% | | Decrease |
Equity shares | 102,582 | | | Market Approach | | Adjusted EBITDA Multiple | | 5.9x – 49.5x | | 12.1x | | Increase |
13,551 | | | Recent Transaction | | Transaction Price | | $0.98 – $7,876 | | $103.99 | | Increase |
Warrants | — | | | Market Approach | | Adjusted EBITDA Multiple | | 6.8x – 19.5x | | — | | Increase |
| | | | | | | | | | | |
| | | | | | | | | | | |
(1) Excludes investments with an aggregate fair value amounting to $4,325, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2021 ($ 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 | $ | 636,184 | | | Yield Analysis | | Market Yield | | 5.1% – 26.5% | | 7.5% | | Decrease |
502,634 | | | Recent Transaction | | Transaction Price | | 97.0% – 99.0% | | 97.9% | | Increase |
Subordinated debt and 2nd lien notes(1) | 58,642 | | | Yield Analysis | | Market Yield | | 5.3% – 20.5% | | 9.6% | | Decrease |
| 28,607 | | | Recent Transaction | | Transaction Price | | 97.0% – 98.3% | | 98.0% | | Increase |
Equity shares | 71,037 | | | Market Approach | | Adjusted EBITDA Multiple | | 6.5x – 54.0x | | 15.3x | | Decrease |
| 3,968 | | | Recent Transaction | | Transaction Price | | $1.0 – $1,000 | | $134.24 | | Increase |
(1) Excludes investments with an aggregate fair value amounting to $4,975, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
The following table presents the Company’s investment portfolio at fair value as of June 30, 2022 and December 31, 2021, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value as of June 30, 2022 |
($ in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
Senior debt and 1st lien notes | $ | — | | | $ | 25,271 | | | $ | 1,411,810 | | | $ | 1,437,081 | |
Subordinated debt and 2nd lien notes | — | | | 21,296 | | | 126,753 | | | 148,049 | |
Structured products | — | | | 9,254 | | | 15,271 | | | 24,525 | |
Equity shares | 38 | | | 2,381 | | | 116,133 | | | 118,552 | |
Equity warrants | — | | | — | | | — | | | — | |
| | | | | | | |
Investments subject to leveling | $ | 38 | | | $ | 58,202 | | | $ | 1,669,967 | | | $ | 1,728,207 | |
Investment in joint ventures(1) | | | | | | | $ | 46,089 | |
| | | | | | | $ | 1,774,296 | |
| | | | | | | |
| Fair Value as of December 31, 2021 |
($ in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
Senior debt and 1st lien notes | $ | — | | | $ | 2,434 | | | $ | 1,138,818 | | | $ | 1,141,252 | |
Subordinated debt and 2nd lien notes | — | | | 22,555 | | | 92,224 | | | 114,779 | |
Structured products | — | | | 19,566 | | | — | | | 19,566 | |
Equity shares | 35 | | | — | | | 75,005 | | | 75,040 | |
| | | | | | | |
| | | | | | | |
Investments subject to leveling | $ | 35 | | | $ | 44,555 | | | $ | 1,306,047 | | | $ | 1,350,637 | |
Investment in joint ventures(1) | | | | | | | $ | 47,011 | |
| | | | | | | $ | 1,397,648 | |
(1)The Company's investments in 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 table reconciles 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 six months ended June 30, 2022 and for the period from May 10, 2021 (commencement of operations) to June 30, 2021:
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Six Months Ended June 30, 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 | 384,424 | | | 38,158 | | | 6,000 | | | 20,463 | | | | | 449,045 | |
Transfers into Level 3, net | — | | | — | | | 9,811 | | | 3,518 | | | | | 13,329 | |
Proceeds from sales of investments | 1,633 | | | — | | | — | | | — | | | | | 1,633 | |
Loan origination fees received | (9,865) | | | (647) | | | — | | | — | | | | | (10,512) | |
Principal repayments received | (79,269) | | | (361) | | | — | | | — | | | | | (79,630) | |
Payment in kind interest | 1,186 | | | 733 | | | — | | | — | | | | | 1,919 | |
| | | | | | | | | | | |
Accretion of loan premium/ discount | (9) | | | 18 | | | — | | | — | | | | | 9 | |
Accretion of deferred loan origination revenue | 4,814 | | | 109 | | | — | | | — | | | | | 4,923 | |
Realized loss | (2,514) | | | (11) | | | — | | | — | | | | | (2,525) | |
Unrealized appreciation (depreciation) | (27,408) | | | (3,470) | | | (540) | | | 17,147 | | | | | (14,271) | |
Fair value, end of period | $ | 1,411,810 | | | $ | 126,753 | | | $ | 15,271 | | | $ | 116,133 | | | | | $ | 1,669,967 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
For the period from May 10, 2021 to June 30, 2021 ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | Equity Shares | | | | Total |
Fair value, beginning of period | $ | — | | | $ | — | | | $ | — | | | | | $ | — | |
New investments | 66,184 | | | 1,454 | | | 1,501 | | | | | 69,139 | |
Investments purchased from MassMutual | 496,205 | | | 88,836 | | | — | | | | | 585,041 | |
| | | | | | | | | |
Loan origination fees received | (1,885) | | | (22) | | | — | | | | | (1,907) | |
Principal repayments received | (5,485) | | | (4,476) | | | — | | | | | (9,961) | |
Payment in kind interest | 20 | | | — | | | — | | | | | 20 | |
| | | | | | | | | |
| | | | | | | | | |
Accretion of deferred loan origination revenue | 626 | | | 62 | | | — | | | | | 688 | |
Realized gain | 1 | | | — | | | — | | | | | 1 | |
Unrealized appreciation (depreciation) | 221 | | | 267 | | | — | | | | | 488 | |
Fair value, end of period | $ | 555,887 | | | $ | 86,121 | | | $ | 1,501 | | | | | $ | 643,509 | |
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 Statement of Operations. Pre-tax net unrealized depreciation on Level 3 investments of $26.8 million and $13.5 million during the three and six months ended June 30, 2022, respectively, was related to portfolio company investments that were still held by the Company as of June 30, 2022. Pre-tax net unrealized appreciation on Level 3 investments of $0.5 million for the period from May 10, 2021 (commencement of operations) to June 30, 2021 was related to portfolio company investments that were still held by the Company as of June 30, 2021.
During the six months ended June 30, 2022, the Company made investments of approximately $421.1 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the six months ended June 30, 2022, the Company made investments of $68.4 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 (if any) generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company is contractually owed and recognizes interest income equal to the applicable
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 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 June 30, 2022, 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
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.
Short-Term Investments
Short-term investments represent investments in money market funds.
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 June 30, 2022 and December 31, 2021, the Company had one and no non-accrual assets, respectively. Dividend income 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 and six months ended June 30, 2022 and for the period from May 10, 2021 (commencement of operations) to June 30, 2021was as follows:
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| Three Months Ended | | For the period from May 10, 2021 (commencement of operations) to | | Six Months Ended | | For the period from May 10, 2021 (commencement of operations) to |
($ in thousands) | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Recurring Fee Income: | | | | | | | |
Amortization of loan origination fees | $ | 1,693 | | | $ | 693 | | | $ | 3,180 | | | $ | 693 | |
Management, valuation and other fees | 453 | | | 40 | | | 819 | | | 40 | |
Total Recurring Fee Income | 2,146 | | | 733 | | | 3,999 | | | 733 | |
Non-Recurring Fee Income: | | | | | | | |
| | | | | | | |
Acceleration of unamortized loan origination fees | 1,744 | | | 14 | | | 1,810 | | | 14 | |
Advisory, loan amendment and other fees | 383 | | | 76 | | | 465 | | | 76 | |
Total Non-Recurring Fee Income | 2,127 | | | 90 | | | 2,275 | | | 90 | |
Total Fee Income | $ | 4,273 | | | $ | 823 | | | $ | 6,274 | | | $ | 823 | |
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.
Other General and Administrative Expenses
Other general and administrative expenses include Board fees, D&O 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.
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.
Concentration of Credit Risk
As of June 30, 2022 and December 31, 2021, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of June 30, 2022 and December 31, 2021, the Company’s largest single portfolio company investment represented approximately 5.1% and 5.0%, 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, 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.
As of June 30, 2022, 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.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Financial and Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, all 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 Statement 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 Statement of Operations. 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.
Investments Denominated in Foreign Currency
As of June 30, 2022 the Company held 15 investments that were denominated in Australian dollars, one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, 57 investments that were denominated in Euros, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish krona, one investment that was denominated in New Zealand dollars and 25 investments that were denominated in British pounds sterling. As of December 31, 2021, the Company held 14 investments that were denominated in Australian dollars, one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, 49 investments that were denominated in Euros, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish krona, one investment that was denominated in New Zealand dollars and 22 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 Statement of Operations.
In addition, as of June 30, 2022, 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) - foreign currency transactions” and 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 Statement 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 intends to elect and qualify annually for federal income tax purposes to be treated 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) and certain built-in gains.The Company met its source of income, asset diversification and minimum distribution requirements for 2021 and continually monitors these 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 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
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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.
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, 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 June 30, 2022 and December 31, 2021 was approximately $1,798.2 million and $1,396.2 million, respectively. As of June 30, 2022, net unrealized appreciation on the Company's investments (tax basis) was approximately $3.2 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $52.4 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $49.2 million. As of December 31, 2021, net unrealized appreciation on the Company’s investments (tax basis) was approximately $3.2 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $12.4 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $9.2 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 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 their ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company's Unaudited Consolidated Statement 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 reflected net of applicable federal and state income taxes, if any, in the Company's Unaudited Consolidated Statement of Operations, with the related deferred tax assets or liabilities, if any, included in "Accounts payable and accrued liabilities" in the Company’s Unaudited Consolidated Balance Sheet. As of June 30, 2022, the Company had a net deferred tax liability of $0.1 million pertaining to tax basis differences in the Taxable Subsidiary's investment in certain partnership interests.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
5. BORROWINGS
The Company had the following borrowings outstanding as of June 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
Issuance Date ($ in thousands) | Maturity Date | | Interest Rate as of June 30, 2022 | | June 30, 2022 | | December 31, 2021 |
Credit Facility: | | | | | | | |
May 11, 2021 | May 11, 2026 | | 3.191% | | $ | 673,818 | | | 524,825 | |
Total Credit Facility | | | | | $ | 673,818 | | | $ | 524,825 | |
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 | May 10, 2027 | | 6.000% | | 100,000 | | | — | |
(Less: Deferred financing fees) | | | | | (518) | | | (406) | |
Total Notes | | | | | $ | 249,482 | | | $ | 149,594 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
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 216.0% as of June 30, 2022.
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, 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 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.
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 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
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 June 30, 2022, the Company was in compliance with all covenants of the Revolving Credit Facility.
As of June 30, 2022, the Company had U.S. dollar borrowings of $526.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 3.380% (one month SOFR of 1.025%), borrowings denominated in British pounds sterling of £25.2 million ($30.6 million U.S. dollars) with a weighted average interest rate of 3.059% (weighted average one month adjusted cumulative compounded SONIA of 0.690%), borrowings denominated in Australian dollars of A$22.1 million ($15.2 million U.S. dollars) with an interest rate of 2.679% (one month BBSW of 0.529%), borrowings denominated in Canadian dollars of C$5.4 million ($4.2 million U.S. dollars) with an interest rate of 3.900% (one month CDOR of 1.750%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.8 million U.S. dollars) with an interest rate of 4.370% (one month NZBB of 1.970%) and borrowings denominated in Euros of €89.6 million ($93.7 million U.S. dollars) with an interest rate of 2.177% (one month EURIBOR of 0.000%). 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 Statement of Operations.
As of December 31, 2021, the Company had U.S. dollar borrowings of $431.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 2.313% (weighted average one month LIBOR of 0.132%), borrowings denominated in British pounds sterling of £25.2 million ($34.1 million U.S. dollars) with a weighted average interest rate of 2.538% (weighted average one month adjusted cumulative compounded SONIA of 0.170%), borrowings denominated in Australian dollars of A$17.8 million ($12.9 million U.S dollars) with a weighted average interest rate of 2.211% (one month BBSW of 0.061%), borrowings denominated in Canadian dollars of C$5.4 million ($4.3 million U.S. dollars) with an interest rate of 2.618% (one month CDOR of 0.468%) and borrowings denominated in Euros of €37.0 million ($42.1 million U.S. dollars) with an interest rate of 2.191% (weighted average one month EURIBOR of 0.000%). 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 Statement of Operations.
As of June 30, 2022 and December 31, 2021, the fair value of the borrowings outstanding under the Revolving Credit Facility was $673.8 million and $524.8 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.
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.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) (x) 1.25% per year, to the extent that the initial rating for the July 2026 Notes does not satisfy certain investment grade rating conditions, and (y) at any time after the Company has received an investment grade rating for the July 2026 Notes, 0.75% per year, to the extent the July 2026 Notes thereafter 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
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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.
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”). 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 June 30, 2022 and December 31, 2021, the fair value of the outstanding July 2026 Notes was $129.0 million and $147.9 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.
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 Company intends to use the net proceeds from the offering of the May 2027 Notes for general corporate purposes, including to make investments and make distributions permitted by the May 2022 NPA.
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.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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.
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 June 30, 2022, the fair value of the outstanding May 2027 Notes was $94.8 million. The fair value determinations of the Series D 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 May 2027 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 May 2027 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 June 30, 2022, the interest rate swap had a fair value of $0.3 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 prepaid expenses and other assets or accounts payable and accrued liabilities on the Company’s Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the May 2027 Notes, with the remaining difference included as a component of interest and other financing fees expense on the Company’s Unaudited Consolidated Statements of Operations. For the three and six months ended June 30, 2022, the Company recognized $(0.3) million as a component of interest expense relating to the change in fair value of the interest rate swap. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Unaudited Consolidated Statement of Operations. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company's foreign currency forward contracts as of June 30, 2022 and December 31, 2021:
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As of June 30, 2022 ($ 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) | | $45,869 | | A$62,534 | | 07/07/22 | | $ | 2,689 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (AUD) | | A$62,534 | | $43,441 | | 07/07/22 | | (261) | | | | | Derivative liability |
Foreign currency forward contract (AUD) | | $41,967 | | $60,587 | | 10/06/22 | | 101 | | | | | Prepaid expense and other assets |
| | | | | | | | | | | | |
Foreign currency forward contract (CAD) | | $1,730 | | C$2,190 | | 07/07/22 | | 29 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (CAD) | | C$2,190 | | $1,715 | | 07/07/22 | | (14) | | | | | Derivative liability |
Foreign currency forward contract (CAD) | | $1,284 | | C$1,652 | | 10/06/22 | | 1 | | | | | Prepaid expense and other assets |
| | | | | | | | | | | | |
Foreign currency forward contract (DKK) | | 2,157kr. | | $305 | | 07/07/22 | | (2) | | | | | Derivative liability |
Foreign currency forward contract (DKK) | | $322 | | 2,157kr. | | 07/07/22 | | 19 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (DKK) | | $310 | | 2,176kr. | | 10/06/22 | | 2 | | | | | Prepaid expense and other assets |
| | | | | | | | | | | | |
Foreign currency forward contract (EUR) | | $164,068 | | €149,309 | | 07/07/22 | | 7,745 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (EUR) | | €149,309 | | $157,250 | | 07/07/22 | | (926) | | | | | Derivative liability |
Foreign currency forward contract (EUR) | | $164,805 | | €155,470 | | 10/06/22 | | 954 | | | | | Prepaid expense and other assets |
| | | | | | | | | | | | |
Foreign currency forward contract (GBP) | | $54,561 | | £42,497 | | 07/07/22 | | 2,869 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (GBP) | | £42,497 | | $51,808 | | 07/07/22 | | (115) | | | | | Derivative liability |
Foreign currency forward contract (GBP) | | $52,192 | | £42,738 | | 10/06/22 | | 114 | | | | | Prepaid expense and other assets |
| | | | | | | | | | | | |
Foreign currency forward contract (NZD) | | $457 | | NZ$661 | | 07/07/22 | | 44 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (NZD) | | NZ$661 | | $414 | | 07/07/22 | | (1) | | | | | Derivative liability |
Foreign currency forward contract (NZD) | | $392 | | NZ$627 | | 10/06/22 | | 1 | | | | | Prepaid expense and other assets |
| | | | | | | | | | | | |
Foreign currency forward contract (SEK) | | 5,569kr | | $550 | | 07/07/22 | | (6) | | | | | Derivative liability |
Foreign currency forward contract (SEK) | | $599 | | 5,569kr | | 07/07/22 | | 55 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (SEK) | | $560 | | 5,656kr | | 10/06/22 | | 6 | | | | | Prepaid expense and other assets |
| | | | | | | | | | | | |
Foreign currency forward contract (CHF) | | $20,259 | | 18,801Fr. | | 07/07/22 | | 575 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (CHF) | | 18,801Fr. | | $19,662 | | 07/07/22 | | 22 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (CHF) | | $19,957 | | 18,960Fr. | | 10/06/22 | | (26) | | | | | Derivative liability |
Total | | | | | | $ | 13,875 | | | | | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2021 ($ 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$20,975 | | $15,076.473 | | 01/06/22 | | $ | 171 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (AUD) | | $15,106 | | A$20,975 | | 01/06/22 | | (142) | | | | | Derivative liability |
Foreign currency forward contract (AUD) | | $15,068 | | A$20,961 | | 04/08/22 | | (172) | | | | | Derivative liability |
| | | | | | | | | | | | |
Foreign currency forward contract (CAD) | | $749 | | $586.457 | | 01/06/22 | | 5 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (CAD) | | $587 | | $749 | | 01/06/22 | | (4) | | | | | Derivative liability |
Foreign currency forward contract (CAD) | | $633 | | $808 | | 04/08/22 | | (6) | | | | | Derivative liability |
| | | | | | | | | | | | |
Foreign currency forward contract (DKK) | | 2,140.728kr. | | $326 | | 01/06/22 | | 1 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (DKK) | | $335 | | 2,140.728kr. | | 01/06/22 | | 7 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (DKK) | | $323 | | 2,113.91kr. | | 04/08/22 | | (2) | | | | | Derivative liability |
| | | | | | | | | | | | |
Foreign currency forward contract (EUR) | | €47,857.325 | | $54,213 | | 01/06/22 | | 243 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (EUR) | | $55,239 | | €47,857.325 | | 01/06/22 | | 783 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (EUR) | | $111,330 | | €98,200.754 | | 04/08/22 | | (634) | | | | | Derivative liability |
| | | | | | | | | | | | |
Foreign currency forward contract (GBP) | | £8,816.562 | | $11,744.291 | | 01/06/22 | | 197 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (GBP) | | £2,000 | | $2,664.139 | | 01/07/22 | | 45 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (GBP) | | $11,828.271 | | £8,816.562 | | 01/06/22 | | (112) | | | | | Derivative liability |
Foreign currency forward contract (GBP) | | $2,716.947 | | £2,000 | | 01/07/22 | | 8 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (GBP) | | $13,906.654 | | £10,445.895 | | 04/08/22 | | (234) | | | | | Derivative liability |
| | | | | | | | | | | | |
Foreign currency forward contract (NZD) | | NZ$610,086 | | $415 | | 01/06/22 | | 3 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (NZD) | | $419 | | NZ$610,086 | | 01/06/22 | | 1 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (NZD) | | $416 | | NZ$613,901 | | 04/08/22 | | (3) | | | | | Derivative liability |
| | | | | | | | | | | | |
Foreign currency forward contract (SEK) | | 5,421.35kr | | $600 | | 01/07/22 | | — | | | | | Derivative liability |
Foreign currency forward contract (SEK) | | $617 | | 5,421.35kr | | 01/07/22 | | 17 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (SEK) | | $607 | | 5,483.111kr | | 04/08/22 | | — | | | | | Derivative liability |
| | | | | | | | | | | | |
Foreign currency forward contract (CHF) | | Fr.17,956.939 | | $19,529.886 | | 01/06/22 | | 162 | | | | | Prepaid expense and other assets |
Foreign currency forward contract (CHF) | | Fr.103.044 | | $112.799 | | 01/07/22 | | — | | | | | Prepaid expense and other assets |
Foreign currency forward contract (CHF) | | $19,264.138 | | Fr.17,956.939 | | 01/06/22 | | (428) | | | | | Derivative liability |
Foreign currency forward contract (CHF) | | $113.082 | | Fr.103.044 | | 01/07/22 | | — | | | | | Prepaid expense and other assets |
Foreign currency forward contract (CHF) | | $19,853.07 | | Fr.18,211.896 | | 04/08/22 | | (168) | | | | | Derivative liability |
Total | | | | | | $ | (262) | | | | | |
As of June 30, 2022 and December 31, 2021, the total fair value of the Company's foreign currency forward contracts was $13.9 million and $(0.3) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of June 30, 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of June 30, 2022 and December 31, 2021 were as follows:
| | | | | | | | | | | |
Portfolio Company ($ in thousands) | Investment Type | June 30, 2022 | December 31, 2021 |
Acclime Holdings HK Limited(1) | Delayed Draw Term Loan | $ | — | | $ | 148 | |
Acclime Holdings HK Limited(1) | Delayed Draw Term Loan | — | | 812 | |
Accurus Aerospace Corporation(1)(2) | Revolver | 1,383 | | — | |
Air Comm Corporation, LLC(1) | Delayed Draw Term Loan | 11 | | 11 | |
Air Comm Corporation, LLC(1) | Delayed Draw Term Loan | 2,760 | | 2,760 | |
Amtech LLC(1) | Delayed Draw Term Loan | 1,818 | | 1,818 | |
Amtech LLC(1) | Revolver | 455 | | 455 | |
AnalytiChem Holding GmbH(1)(2)(3) | Bridge Revolver | 452 | | 4,001 | |
AnalytiChem Holding GmbH(1)(2)(3) | Incremental Term Loan | 1,155 | | — | |
Aquavista Watersides 2 LTD(1)(2)(4) | Bridge Revolver | 209 | | 233 | |
Aquavista Watersides 2 LTD(1)(2)(4) | Acquisition Facility | 1,308 | | 1,459 | |
Astra Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 1,069 | | 1,192 | |
Avance Clinical Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 1,534 | | 1,622 | |
AWP Group Holdings, Inc.(1) | Delayed Draw Term Loan | 233 | | 233 | |
Azalea Buyer, Inc.(1)(2) | Delayed Draw Term Loan | 962 | | 962 | |
Azalea Buyer, Inc.(1)(2) | Revolver | 423 | | 481 | |
Bariacum S.A(1)(2)(3) | Acquisition Facility | 941 | | 1,023 | |
Bearcat Buyer, Inc.(1) | Delayed Draw Term Loan | 96 | | 96 | |
Beyond Risk Management, Inc.(1)(2) | Delayed Draw Term Loan | 2,423 | | 2,573 | |
BigHand UK Bidco Limited(1)(2)(4) | Acquisition Facility | — | | 147 | |
Bounteous, Inc.(1) | Delayed Draw Term Loan | 2,697 | | 2,697 | |
Brightpay Limited(1)(2)(3) | Delayed Draw Term Loan | 276 | | 602 | |
Brightpay Limited(1)(2)(3) | Delayed Draw Term Loan | 185 | | 201 | |
BrightSign LLC(1)(2) | Revolver | 1,109 | | 1,109 | |
British Engineering Services Holdco Limited(1)(2)(4) | Bridge Revolver | — | | 46 | |
British Engineering Services Holdco Limited(1)(2)(4) | Acquisition Facility | 393 | | 1,729 | |
CAi Software, LLC(1)(2) | Revolver | 943 | | 943 | |
Canadian Orthodontic Partners Corp.(1)(2)(6) | Delayed Draw Term Loan | 307 | | 440 | |
Centralis Finco S.a.r.l.(1)(2)(3) | Acquisition Facility | 67 | | 73 | |
Ceres Pharma NV(1)(2)(3) | Delayed Draw Term Loan | 1,419 | | 1,544 | |
CGI Parent, LLC(1) | Revolver | 1,653 | | — | |
Classic Collision (Summit Buyer, LLC)(1) | Delayed Draw Term Loan | 537 | | 788 | |
Coastal Marina Holdings, LLC(1)(2) | PIK Tranche B Term Loan | 656 | | 656 | |
Coastal Marina Holdings, LLC(1)(2) | Tranche A Term Loan | 1,788 | | 1,788 | |
Command Alkon (Project Potter Buyer, LLC)(1) | Delayed Draw Term Loan | — | | 13,153 | |
Comply365, LLC(1)(2) | Revolver | 575 | | — | |
Coyo Uprising GmbH(1)(2)(3) | Delayed Draw Term Loan | 989 | | 1,076 | |
Crash Champions, LLC(1)(2) | Delayed Draw Term Loan | 395 | | 4,518 | |
Dart Buyer, Inc(1) | Delayed Draw Term Loan | — | | 441 | |
DecksDirect, LLC(1)(2) | Revolver | 153 | | 218 | |
Direct Travel, Inc.(1) | Delayed Draw Term Loan | 225 | | 225 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company ($ in thousands) | Investment Type | June 30, 2022 | December 31, 2021 |
DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3) | Acquisition Facility | 165 | | 179 | |
Dune Group(1)(2)(3) | Delayed Draw Term Loan | 1,484 | | 1,614 | |
Dwyer Instruments, Inc.(1)(2) | Delayed Draw Term Loan | 987 | | 987 | |
Eclipse Business Capital, LLC(1) | Revolver | 4,620 | | 8,342 | |
EMI Porta Holdco LLC(1) | Delayed Draw Term Loan | 8,949 | | 10,678 | |
EMI Porta Holdco LLC(1) | Revolver | 1,719 | | 2,542 | |
EPS NASS Parent, Inc.(1) | Delayed Draw Term Loan | 92 | | 209 | |
eShipping, LLC(1) | Delayed Draw Term Loan | 1,274 | | 1,274 | |
eShipping, LLC(1) | Revolver | 743 | | 616 | |
Events Software BidCo Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 441 | | — | |
F24 (Stairway BidCo GmbH)(1)(2)(3) | Acquisition Term Loan | 64 | | 95 | |
FineLine Systems(1) | Delayed Draw Term Loan | 478 | | 478 | |
Finexvet(1)(2)(3) | Acquisition Facility | 230 | | — | |
Footco 40 Limited(1)(2)(4) | Delayed Draw Term Loan | 773 | | — | |
FragilePak LLC(1)(2) | Delayed Draw Term Loan | 4,649 | | 4,649 | |
Glacis Acquisition S.A.R.L.(1)(2)(3) | Delayed Draw Term Loan | 7,248 | | 10,751 | |
GPZN II GmbH(1)(2)(3) | CAF Term Loan | 549 | | — | |
Graphpad Software, LLC(1) | Delayed Draw Term Loan | 2,602 | | 2,602 | |
Heartland Veterinary Partners, LLC(1) | Delayed Draw Term Loan | 148 | | 364 | |
Heartland, LLC(1)(2) | Delayed Draw Term Loan | 710 | | 892 | |
Heavy Construction Systems Specialists, LLC(1) | Revolver | 2,193 | | 2,193 | |
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))(1)(2)(3) | Committed Additional Facility | — | | 1,206 | |
HW Holdco, LLC (Hanley Wood LLC)(1)(2) | Delayed Draw Term Loan | 1,074 | | 1,840 | |
IGL Holdings III Corp.(1) | Delayed Draw Term Loan | — | | 337 | |
Innovad Group II BV(1)(2)(3) | Delayed Draw Term Loan | 196 | | 289 | |
INOS 19-090 GmbH(1)(2)(3) | Acquisition Facility | 142 | | 155 | |
Isolstar Holding NV (IPCOM)(1)(2)(3) | Acquisition Facility | 252 | | 333 | |
Isolstar Holding NV (IPCOM)(1)(2)(3) | Acquisition Facility | 3,619 | | |
ITI Intermodal, Inc.(1)(2) | Delayed Draw Term Loan | 103 | | 103 | |
ITI Intermodal, Inc.(1)(2) | Revolver | 124 | | 124 | |
Jaguar Merger Sub Inc.(1)(2) | Delayed Draw Term Loan | 711 | | 1,961 | |
Jaguar Merger Sub Inc.(1)(2) | Revolver | 490 | | 490 | |
Jeeves Information Systems AB(1)(2)(3) | Delayed Draw Term Loan | — | | 8,936 | |
Jon Bidco Limited(1)(2)(7) | Capex & Acquisition Facility | 740 | | — | |
Jones Fish Hatcheries & Distributors LLC(1) | Revolver | 418 | | — | |
Kano Laboratories LLC(1)(2) | Delayed Draw Term Loan | 724 | | 724 | |
Kano Laboratories LLC(1)(2) | Delayed Draw Term Loan | 860 | | 860 | |
LAF International(1)(2)(3) | Acquisition Facility | 52 | | 114 | |
Lambir Bidco Limited(1)(2)(3) | Bridge Revolver | — | | 436 | |
Lambir Bidco Limited(1)(2)(3) | Delayed Draw Term Loan | 802 | | 872 | |
Lattice Group Holdings Bidco Limited(1)(2) | Delayed Draw Term Loan | 354 | | — | |
LeadsOnline, LLC(1) | Revolver | 1,692 | | — | |
LivTech Purchaser, Inc.(1) | Delayed Draw Term Loan | 60 | | 145 | |
Marmoutier Holding B.V.(1)(2)(3) | Delayed Draw Term Loan | 372 | | 405 | |
Marmoutier Holding B.V.(1)(2)(3) | Revolver | 149 | | 162 | |
Marshall Excelsior Co.(1)(2) | Revolver | 388 | | — | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company ($ in thousands) | Investment Type | June 30, 2022 | December 31, 2021 |
MC Group Ventures Corporation(1) | Delayed Draw Term Loan | 1,291 | | 1,291 | |
Mertus 522. GmbH(1)(2)(3) | Acquisition Facility | 2,689 | | 6,564 | |
Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Capex term Loan | 59 | | 63 | |
Murphy Midco Limited(1)(2)(4) | Delayed Draw Term Loan | 143 | | 160 | |
Narda Acquisitionco., Inc.(1)(2) | Revolver | 1,059 | | 1,059 | |
Navia Benefit Solutions, Inc.(1) | Delayed Draw Term Loan | 2,141 | | 2,141 | |
Nexus Underwriting Management Limited(1)(2)(4) | Revolver | — | | 82 | |
Nexus Underwriting Management Limited(1)(2)(4) | Acquisition Facility | 1,267 | | 1,533 | |
Novotech Aus Bidco Pty Ltd(1)(2) | Capex & Acquisition Facility C | 971 | | — | |
OA Buyer, Inc.(1)(2) | Revolver | 1,331 | | 1,331 | |
OAC Holdings I Corp(1) | Revolver | 294 | | — | |
OG III B.V.(1)(2)(3) | Acquisition Capex Facility | — | | 1,355 | |
Omni Intermediate Holdings, LLC(1)(2) | Delayed Draw Term Loan | 3,407 | | 929 | |
Omni Intermediate Holdings, LLC(1)(2) | Delayed Draw Term Loan | 2,240 | | 4,955 | |
Omni Intermediate Holdings, LLC(1)(2) | Delayed Draw Term Loan | 1,008 | | — | |
Options Technology Ltd.(1)(2) | Delayed Draw Term Loan | 1,406 | | 1,406 | |
OSP Hamilton Purchaser, LLC(1) | Revolver | 131 | | 187 | |
Pacific Health Supplies Bidco Pty Limited(1)(5) | CapEx Term Loan | — | | 78 | |
PDQ.Com Corporation(1) | Delayed Draw Term Loan | — | | 868 | |
PDQ.Com Corporation(1) | Delayed Draw Term Loan | 4,320 | | 4,320 | |
Perimeter Master Note Business Trust (1)(2) | Series 2022-One Class A | 73 | | — | |
Perimeter Master Note Business Trust (1)(2) | Series 2022-One Class B | 73 | | — | |
Perimeter Master Note Business Trust (1)(2) | Series 2022-One Class C | 73 | | — | |
Perimeter Master Note Business Trust (1)(2) | Series 2022-One Class D | 73 | | — | |
Perimeter Master Note Business Trust (1)(2) | Series 2022-One Class E | 3,709 | | — | |
Polara Enterprises, L.L.C.(1)(2) | Revolver | 824 | | 545 | |
Policy Services Company, LLC(1)(2) | Delayed Draw Term Loan | — | | 6,579 | |
Premium Invest(1)(2)(3) | Acquisition Facility | 523 | | 569 | |
ProfitOptics, LLC(1)(2) | Revolver | 194 | | — | |
Protego Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 250 | | 272 | |
PSP Intermediate 4, LLC(1)(2)(3) | Delayed Draw Term Loan | 712 | | — | |
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5) | Acquisition Term Loan | — | | 714 | |
Questel Unite(1)(2)(3) | Acquisition Capex Facility | 2,646 | | 2,878 | |
REP SEKO MERGER SUB LLC(1)(2) | Delayed Draw Term Loan | 666 | | 1,043 | |
Reward Gateway (UK) Ltd(1)(2)(4) | Acquisition Facility | 773 | | 1,354 | |
Riedel Beheer B.V.(1)(2)(3) | Revolver | — | | 230 | |
Riedel Beheer B.V.(1)(2)(3) | Delayed Draw Term Loan | 141 | | 153 | |
ROI Solutions LLC(1) | Delayed Draw Term Loan | 711 | | 711 | |
Safety Products Holdings, LLC(1) | Delayed Draw Term Loan | 2,889 | | 2,889 | |
Sanoptis S.A.R.L.(1)(2)(3) | Acquisition Facility | 7,482 | | 5,316 | |
Scaled Agile, Inc.(1) | Delayed Draw Term Loan | 416 | | 416 | |
Scaled Agile, Inc.(1) | Revolver | 336 | | 336 | |
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
| | | | | | | | | | | |
Portfolio Company ($ in thousands) | Investment Type | June 30, 2022 | December 31, 2021 |
Scout Bidco B.V.(1)(2)(3) | Revolver | 504 | | — | |
Scout Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 1,112 | | — | |
Sereni Capital NV(1)(2)(3) | Revolver | 53 | | — | |
Sereni Capital NV(1)(2)(3) | Term Loan | 376 | | — | |
Smartling, Inc.(1) | Delayed Draw Term Loan | 2,076 | | 2,076 | |
Smartling, Inc.(1) | Revolver | 1,038 | | 1,038 | |
Springbrook Software (SBRK Intermediate, Inc.)(1) | Delayed Draw Term Loan | — | | 558 | |
SSCP Pegasus Midco Limited(1)(2)(4) | Delayed Draw Term Loan | 455 | | 507 | |
Superjet Buyer, LLC(1) | Revolver | 1,825 | | 1,825 | |
Syntax Systems Ltd(1) | Revolver | 410 | | 521 | |
Syntax Systems Ltd(1) | Delayed Draw Term Loan | 1,770 | | 1,770 | |
Tank Holding Corp(1) | Revolver | 382 | | — | |
Techone B.V.(1)(2)(3) | Delayed Draw Term Loan | 1,310 | | 752 | |
Techone B.V.(1)(2)(3) | Revolver | 101 | | 200 | |
Tencarva Machinery Company, LLC(1) | Delayed Draw Term Loan | 886 | | 886 | |
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 Hilb Group, LLC(1)(2) | Delayed Draw Term Loan | 5,034 | | 5,954 | |
Truck-Lite Co., LLC(1)(2) | Delayed Draw Term Loan | — | | 4,488 | |
Turbo Buyer, Inc.(1) | Delayed Draw Term Loan | — | | 2,314 | |
Turbo Buyer, Inc.(1) | Delayed Draw Term Loan | 2,381 | | — | |
Union Bidco Limited(1)(4) | Acquisition Facility | 406 | | — | |
United Therapy Holding III GmbH(1)(2)(3) | Acquisition Facility | 1,477 | | — | |
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1) | Delayed Draw Term Loan | 3,549 | | — | |
Victoria Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 478 | | — | |
VP Holding Company(1)(2) | Delayed Draw Term Loan | 7,696 | | — | |
W2O Holdings, Inc.(1) | Delayed Draw Term Loan | 487 | | 712 | |
Waccamaw River(2) | Joint Venture | 2,480 | | 11,280 | |
Woodland Foods, LLC(1) | Revolver | 1,061 | | 1,499 | |
Xeinadin Bidco Limited(1)(2)(4) | CAF Term Loan | 4,789 | | — | |
ZB Holdco LLC(1) | Delayed Draw Term Loan | 1,352 | | — | |
ZB Holdco LLC(1) | Revolver | 845 | | — | |
Zeppelin Bidco Limited(1)(2)(4) | Capex & Acquisition Facility | 1,270 | | — | |
Zeppelin Bidco Limited(1)(2)(4) | Revolver | 267 | | — | |
Total unused commitments to extend financing | | $ | 183,787 | | $ | 215,494 | |
(1)The Company'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.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
(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.
COVID-19 Developments
During the six months ended June 30, 2022, the Coronavirus and the COVID-19 pandemic continued to have an impact on the U.S. and global economies. To the extent the Company’s portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on the Company’s future net investment income, the fair value of its portfolio investments, its financial condition and the results of operations and financial condition of the Company’s portfolio companies.
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the six months ended June 30, 2022 and for the period from May 10, 2021 (commencement of operations) to June 30, 2021:
| | | | | | | | | | | |
| Six Months Ended | | For the period from May 10, 2021 (commencement of operations) to |
($ in thousands, except share and per share amounts) | June 30, 2022 | | June 30, 2021 |
Per share data: | | | |
Net asset value at beginning of period | $ | 20.58 | | | $ | — | |
Net investment income(1) | 0.95 | | | 0.21 | |
Net realized loss on investments / foreign currency transactions(1) | 0.03 | | | (0.04) | |
Net unrealized appreciation on investments / foreign currency transactions(1) | — | | | 0.17 | |
Total increase from investment operations(1) | 0.98 | | | 0.34 | |
Dividends declared from net investment income | (0.77) | | | — | |
Dividends declared from realized gains | (0.08) | | | — | |
Total dividends declared | (0.85) | | | — | |
| | | |
| | | |
| | | |
Issuance of common stock | — | | | 20.00 | |
| | | |
| | | |
| | | |
Other(2) | 0.06 | | | — | |
Net asset value at end of period | $ | 20.77 | | | $ | 20.34 | |
Shares outstanding at end of period | 51,594,967 | | | 22,500,000 | |
Net assets at end of period | $ | 1,071,862 | | | $ | 457,744 | |
Average net assets | $ | 917,222 | | | $ | 452,012 | |
Ratio of total expenses, to average net assets (annualized)(3)(4) | 4.41 | % | | 3.30 | % |
| | | |
Ratio of net investment income to average net assets (annualized)(3)(4) | 9.51 | % | | 7.49 | % |
Portfolio turnover ratio (annualized) | 6.45 | % | | 1.56 | % |
Total return(5) | 5.06 | % | | 1.70 | % |
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(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)Represents the impact of the different share amounts used in calculating per share data as a result of calculating certain per share data based upon the weighted average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.
(3)Does not include expenses of underlying investment companies.
(4)Reflects annualized amounts. For the period from May 10, 2021 (commencement of operations) to June 30, 2021, reflects annualized amounts except in the case of non-recurring expenses (e.g. initial organization expenses and offering costs).
(5)Total return is calculated as the change in net asset value (“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. For purposes of the total return calculation for the period for the period from May 10, 2021 (commencement of operations) to June 30, 2021, beginning NAV is assumed to be the first share issuance at $20.00 per share.
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
9. SUBSEQUENT EVENTS
Subsequent to June 30, 2022, the Company made approximately $224.5 million of new commitments, of which $164.5 million closed and funded. The $164.5 million of investments consists of $147.3 million of first lien senior secured debt investments, $16.2 million of second lien senior secured and subordinated debt investments and $1.0 million of equity investments. The weighted average yield of the debt investments was 8.4%. In addition, the Company funded $10.7 million of previously committed delayed draw term loans.
On July 1, 2022, the Company issued and sold 205,199.808 shares of its common stock, for an aggregate offering price of $4.3 million at a price per share of $20.77, 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.
On August 9, 2022, the Board declared a quarterly distribution of $0.44 per share payable on September 29, 2022 to holders of record as of September 27, 2022.
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 and six months ended June 30, 2022, 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, 2021. 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, 2021 and in Item 1A entitled "Risk Factors" in Part II of our subsequently filed Quarterly Reports on Form 10-Q. 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, the interest rate environment or conditions affecting the financial and capital markets, including with respect to changes from the impact of the COVID-19 pandemic; the length and duration of the COVID-19 outbreak in the United States as well as worldwide and the magnitude of the economic impact of that outbreak; the effect of the COVID-19 pandemic on our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives; the effect of the disruptions caused by the COVID-19 pandemic on our ability to continue to effectively manage our business and on the availability of equity and debt capital and our use of borrowed money to finance a portion of our investments; 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 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 expect to elect 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 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. 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. To a lesser extent, we may make investments in syndicated loan opportunities for cash management and other purposes, which includes but is not limited to maintaining more liquid investments to manage our share repurchase program.
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.
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 London Interbank Offered Rate (“LIBOR”) (or an applicable successor rate) plus 450 basis points and LIBOR plus 650 basis points per annum. As of June 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investment was approximately 7.5% and 6.6%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investment) was approximately 7.5% and 6.6% as of June 30, 2022 and December 31, 2021, respectively.
COVID-19 Developments
The spread of the Coronavirus and the COVID-19 pandemic, and the related effect on the U.S. and global economies, has had adverse consequences for the business operations of some of our portfolio companies but no longer adversely affects our operations and the operations of Barings, including with respect to us. Barings continues to monitor the COVID-19 situation globally and is prepared to adapt office working patterns as required to ensure the safety of its employees and clients who visit Barings office locations. Barings’ cybersecurity policies are applied consistently when working remotely or in the office.
We will continue to monitor the situation relating to the COVID-19 pandemic and guidance from U.S. and international authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our plan of operation. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of COVID-19 on our financial condition, results of operations or cash flows in the future. However, to the extent our portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on our future net investment income, the fair value of our portfolio investments, our financial condition and the results of operations and financial condition of our portfolio companies.
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' $274.4 billion Global Fixed Income Platform 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 June 30, 2022, BIIL had approximately £16.7 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 has agreed to perform (or oversee, or arrange 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 will also, on our behalf and subject to the Board’s oversight, arrange for 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.
We have also entered into the Expense Support Agreement with Barings, pursuant to which Barings may elect to make certain Expense Payments on our behalf, including organization and offering expenses, provided that no portion of the payment will be used to pay any of our interest expenses or, if applicable following receipt of the Multi-Class Exemptive Relief (as defined in Part II, Item 2 of this Quarterly Report on Form 10-Q), if any, our 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 exceed the cumulative distributions accrued to our stockholders, subject to the terms of the Expense Support Agreement.
Portfolio Investment Composition
The total fair value of our investment portfolio was $1,774.3 million and $1,397.6 million as of June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022, we had investments in 245 portfolio companies with an aggregate cost of $1,798.4 million. As of December 31, 2021, we had investments in 219 portfolio companies with an aggregate cost of $1,396.5 million. As of June 30, 2022 and December 31, 2021, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
As of June 30, 2022 and December 31, 2021, our investment portfolio consisted of the following investments:
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($ in thousands) | Cost | | Percentage of Total Portfolio | | Fair Value | | Percentage of Total Portfolio |
June 30, 2022: | | | | | | | |
Senior debt and 1st lien notes | $ | 1,470,610 | | | 82 | % | | $ | 1,437,081 | | | 81 | % |
Subordinated debt and 2nd lien notes | 152,069 | | | 8 | | | 148,049 | | | 8 | |
Structured products | 25,267 | | | 1 | | | 24,525 | | | 1 | |
Equity shares | 99,082 | | | 6 | | | 118,552 | | | 7 | |
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Investment in joint ventures | 51,341 | | | 3 | | | 46,089 | | | 3 | |
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| $ | 1,798,369 | | | 100 | % | | $ | 1,774,296 | | | 100 | % |
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($ in thousands) | Cost | | Percentage of Total Portfolio | | Fair Value | | Percentage of Total Portfolio |
December 31, 2021: | | | | | | | |
Senior debt and 1st lien notes | 1,144,755 | | | 82 | % | | 1,141,252 | | | 82 | % |
Subordinated debt and 2nd lien notes | 113,999 | | | 8 | | | 114,779 | | | 8 | |
Structured products | 19,261 | | | 2 | | | 19,566 | | | 2 | |
Equity shares | 72,534 | | | 5 | | | 75,040 | | | 5 | |
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Investment in joint ventures | 45,969 | | | 3 | | | 47,011 | | | 3 | |
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| $ | 1,396,518 | | | 100 | % | | $ | 1,397,648 | | | 100 | % |
Investment Activity
During the six months ended June 30, 2022, we made new investments totaling $314.2 million, made additional investments in existing portfolio companies totaling $166.4 million, and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million. We had 20 loans repaid at par totaling $71.1 million and received $6.9 million of portfolio company principal payments and sale proceeds, recognizing a net loss on these transactions of $2.5 million. In addition, we received $3.5 million of return of capital from one of our joint ventures.
For the period from May 10, 2021 (commencement of operations) to June 30, 2021, we purchased the Initial Portfolio from MassMutual and CM Life for an aggregate purchase price of $602.8 million and made new investments totaling $69.1 million. We had two loans repaid at par totaling $8.6 million and received $1.3 million of portfolio company principal payments.
Total portfolio investment activity for the six months ended June 30, 2022 and for the period from May 10, 2021 (commencement of operations) to June 30, 2021 was as follows:
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Six Months Ended June 30, 2022: ($ 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 | 409,918 | | | 38,158 | | | 6,000 | | | 26,547 | | | | | 8,859 | | | | | 489,482 | |
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Proceeds from sales of investments | 1,633 | | | — | | | — | | | — | | | | | (3,487) | | | | | (1,854) | |
Loan origination fees received | (9,866) | | | (647) | | | — | | | — | | | | | — | | | | | (10,513) | |
Principal repayments received | (79,339) | | | (361) | | | — | | | — | | | | | — | | | | | (79,700) | |
Payment-in-kind interest | 1,191 | | | 733 | | | — | | | — | | | | | — | | | | | 1,924 | |
Accretion of loan premium/discount | 19 | | | 23 | | | 7 | | | — | | | | | — | | | | | 49 | |
Accretion of deferred loan origination revenue | 4,814 | | | 176 | | | — | | | — | | | | | — | | | | | 4,990 | |
Realized loss | (2,514) | | | (11) | | | — | | | — | | | | | — | | | | | (2,525) | |
Unrealized appreciation (depreciation) | (30,027) | | | (4,801) | | | (1,048) | | | 16,965 | | | | | (6,294) | | | | | (25,205) | |
Fair value, end of period | $ | 1,437,081 | | | $ | 148,049 | | | $ | 24,525 | | | $ | 118,552 | | | | | $ | 46,089 | | | | | $ | 1,774,296 | |
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For the period from May 10, 2021 (commencement of operations) to June 30, 2021: ($ in thousands) | Senior Debt and 1st Lien Notes | | Subordinated Debt and 2nd Lien Notes | | | | Equity Shares | | | | | | | | Total |
Fair value, beginning of period | $ | — | | | $ | — | | | | | $ | — | | | | | | | | | $ | — | |
New investments | 66,184 | | | 1,454 | | | | | 1,501 | | | | | | | | | 69,139 | |
Investments purchased from MassMutual | 496,205 | | | 106,633 | | | | | — | | | | | | | | | 602,838 | |
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Loan origination fees received | (1,885) | | | (22) | | | | | — | | | | | | | | | (1,907) | |
Principal repayments received | (5,486) | | | (4,476) | | | | | — | | | | | | | | | (9,962) | |
Payment-in-kind interest earned | 20 | | | — | | | | | — | | | | | | | | | 20 | |
Accretion of loan discount | — | | | 1 | | | | | — | | | | | | | | | 1 | |
Accretion of deferred loan origination revenue | 626 | | | 80 | | | | | — | | | | | | | | | 706 | |
Realized gain | 1 | | | — | | | | | — | | | | | | | | | 1 | |
Unrealized appreciation (depreciation) | 221 | | | 558 | | | | | — | | | | | | | | | 779 | |
Fair value, end of period | $ | 555,886 | | | $ | 104,228 | | | | | $ | 1,501 | | | | | | | | | $ | 661,615 | |
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 June 30, 2022, we had one portfolio company with investments on non-accrual, the fair value of which was $0.6 million, which comprised 0.0% of the total fair value of our portfolio, and the cost of which was $2.5 million, which comprised 0.1% of the total cost of our portfolio. As of December 31, 2021, we had no non-accrual assets.
A summary of our non-accrual assets as of June 30, 2022 is provided below:
Dunn Paper, Inc.
During the quarter ended June 30, 2022, we placed our debt investment in Dunn Paper Inc., or Dunn Paper, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Dunn Paper for financial reporting purposes. As of June 30, 2022, the cost of our debt investment in Dunn Paper was $2.5 million and the fair value of such investment was $0.6 million.
Results of Operations
For the three and six months ended June 30, 2022 and for the period from May 10, 2021 (commencement of operations) to June 30, 2021
Operating results for the three and six months ended June 30, 2022 and for the period from May 10, 2021 (commencement of operations) to June 30, 2021 were as follows:
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| Three Months Ended | | For the period from May 10, 2021 (commencement of operations) to | | Six Months Ended | | For the period from May 10, 2021 (commencement of operations) to |
($ in thousands) | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Investment income: | | | | | | | |
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Total investment income | $ | 34,563 | | | $ | 6,813 | | | $ | 63,854 | | | $ | 6,813 | |
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Total operating expenses | 11,775 | | | 2,106 | | | 20,234 | | | 2,106 | |
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Net investment income before taxes | 22,788 | | | 4,707 | | | 43,620 | | | 4,707 | |
Income taxes, including excise tax expense | 3 | | | — | | | 3 | | | — | |
Net investment income after taxes | 22,785 | | | 4,707 | | | 43,617 | | | 4,707 | |
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Net realized gains (losses) | 1,081 | | | (810) | | | 1,353 | | | (810) | |
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Net unrealized appreciation (depreciation) | (11,490) | | | 3,906 | | | 129 | | | 3,906 | |
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions | (10,409) | | | 3,096 | | | 1,482 | | | 3,096 | |
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Net increase in net assets resulting from operations | $ | 12,376 | | | $ | 7,803 | | | $ | 45,099 | | | $ | 7,803 | |
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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 | | For the period from May 10, 2021 (commencement of operations) to | | Six Months Ended | | For the period from May 10, 2021 (commencement of operations) to |
($ in thousands) | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Investment income: | | | | | | | |
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Total interest income | $ | 26,394 | | | $ | 5,953 | | | $ | 47,865 | | | $ | 5,953 | |
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Total dividend income | 3,368 | | | — | | | 7,791 | | | — | |
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Total fee and other income | 4,273 | | | 823 | | | 6,274 | | | 823 | |
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Total payment-in-kind interest income | 528 | | | 37 | | | 1,924 | | | 37 | |
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Total investment income | $ | 34,563 | | | $ | 6,813 | | | $ | 63,854 | | | $ | 6,813 | |
The change in investment income for the three and six months ended June 30, 2022, as compared to the period from May 10, 2021 (commencement of operations) to June 30, 2022, was primarily due to an increase in the average size our portfolio, increased dividends from portfolio companies and joint venture investments, 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 $1,650.4 million as of June 30, 2022, as compared to $671.5 million as of June 30, 2021. The weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was 7.5% as of June 30, 2022, as compared to 6.8% as of June 30, 2021. For three and six months ended June 30, 2022, dividends from portfolio companies and joint venture investments were $3.4 million and $7.8 million, respectively. For the three and six months ended June 30, 2022, acceleration of unamortized OID income and unamortized loan origination fee totaled $1.7 million and $1.8 million, respectively, as compared to $13,991 for the period from May 10, 2021 (commencement of operations) to June 30, 2021. For the three and six months ended June 30, 2022, PIK interest income was $0.5 million and $1.9 million, respectively, as compared to $37,000 for the period from May 10, 2021 (commencement of operations) to June 30, 2021.
Operating Expenses
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| Three Months Ended | | For the period from May 10, 2021 (commencement of operations) to | | Six Months Ended | | For the period from May 10, 2021 (commencement of operations) to |
($ in thousands) | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
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Operating expenses: | | | | | | | |
Interest and other financing fees | $ | 7,446 | | | $ | 894 | | | $ | 12,522 | | | $ | 894 | |
Base management fees | 2,850 | | | 687 | | | 5,018 | | | 687 | |
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Other general and administrative expenses | 1,479 | | | 525 | | | 2,694 | | | 525 | |
Total operating expenses | $ | 11,775 | | | $ | 2,106 | | | $ | 20,234 | | | $ | 2,106 | |
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Interest and Other Financing Fees
Interest and other financing fees during the three and six months ended June 30, 2022 were attributable to borrowings under the Revolving Credit Facility, 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 for the period from May 10, 2021 (commencement of operations) to June 30, 2021 were attributable to borrowings under the Revolving Credit Facility.
Base Management Fee
Under the Advisory Agreement, we pay Barings a 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 to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangement thereunder. For the three and six months ended June 30, 2022, the amount of base management fee incurred was approximately $2.8 million and $5.0 million, respectively. For the period from May 10, 2021 (commencement of operations) to June 30, 2021, the amount of base management fee incurred was $0.7 million.
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 and six months ended June 30, 2022, the amount of administration expense incurred and invoiced by Barings for expenses was $0.5 million and $0.9 million, respectively. As of June 30, 2021, the Adviser had not charged us for any expenses under the terms of the Administration Agreement. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include Board fees, D&O insurance costs, offering costs, legal and accounting expenses and other costs related to our operations.
Net Realized Gains (Losses)
Net realized gains (losses) during the three and six months ended June 30, 2022 and for the period from May 10, 2021 (commencement of operations) to June 30, 2021 were as follows:
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| Three Months Ended | | For the period from May 10, 2021 (commencement of operations) to | | Six Months Ended | | For the period from May 10, 2021 (commencement of operations) to |
($ in thousands) | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
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Net realized gains (losses): | | | | | | | |
Non-Control / Non-Affiliate investments | $ | (2,382) | | | $ | 1 | | | $ | (2,525) | | | $ | 1 | |
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Net realized gains (losses) on investments | (2,382) | | | 1 | | | (2,525) | | | 1 | |
Foreign currency transactions | 3,463 | | | (811) | | | 3,878 | | | (811) | |
Net realized gains (losses) | $ | 1,081 | | | $ | (810) | | | $ | 1,353 | | | $ | (810) | |
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During the three months ended June 30, 2022, we recognized net realized gains totaling $1.1 million, which consisted primarily of a net gain on foreign currency transactions of $3.5 million, partially offset by a net loss on our loan portfolio of $2.4 million. During the six months ended June 30, 2022, we recognized net realized gains totaling $1.4 million, which consisted primarily of a net gain on foreign currency transactions of $3.9 million, partially offset by a net loss on our loan portfolio of $2.5 million.
During the period from May 10, 2021 (commencement of operations) to June 30, 2021, we recognized net realized losses totaling $0.8 million, which consisted primarily of a net loss on foreign currency transactions of $0.8 million, partially offset by a net gain on our loan portfolio of $525.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three and six months ended June 30, 2022 and for the period from May 10, 2021 (commencement of operations) to June 30, 2021 were as follows:
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| Three Months Ended | | For the period from May 10, 2021 (commencement of operations) to | | Six Months Ended | | For the period from May 10, 2021 (commencement of operations) to |
($ in thousands) | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
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Net unrealized appreciation (depreciation) | | | | | | | |
Non-Control / Non-Affiliate investments | $ | (29,162) | | | $ | 779 | | | $ | (35,284) | | | $ | 779 | |
Affiliate investments | (4,323) | | | — | | | 9,958 | | | — | |
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Net unrealized appreciation (depreciation) on investments | (33,485) | | | 779 | | | (25,326) | | | 779 | |
Foreign currency transactions | 21,995 | | | 3,127 | | | 25,455 | | | 3,127 | |
Net unrealized appreciation (depreciation) | $ | (11,490) | | | $ | 3,906 | | | $ | 129 | | | $ | 3,906 | |
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During the three months ended June 30, 2022, we recorded net unrealized depreciation totaling $11.5 million, consisting of net unrealized depreciation on our current portfolio of $32.9 million and net unrealized depreciation reclassification adjustments of $0.6 million, partially offset by net unrealized appreciation related to foreign currency transactions of $22.0 million. The net unrealized depreciation on our current portfolio of $32.9 million was driven primarily by the impact of foreign currency exchange rates on investments of $23.9 million, broad market moves for investments of $8.6 million and credit or fundamental performance of investments of $0.4 million.
During the six months ended June 30, 2022, we recorded net unrealized appreciation totaling $0.1 million, consisting of net unrealized appreciation related to foreign currency transactions of $25.5 million, partially offset by net unrealized depreciation reclassification adjustments of $0.8 million and net unrealized depreciation on our current portfolio of $24.4 million and deferred tax liability of $0.1 million. The net unrealized depreciation on our current portfolio of $24.4 million was driven primarily by the impact of foreign currency exchange rates on investments of $28.0 million and broad market moves for investments of $13.6 million, partially offset by credit or fundamental performance of investments of $17.2 million.
For the period from May 10, 2021 (commencement of operations) to June 30, 2021, we recorded net unrealized appreciation totaling $3.9 million, consisting of net unrealized appreciation on our current portfolio of $0.8 million and net unrealized appreciation related to foreign currency transactions of $3.1 million. The net unrealized appreciation on our current portfolio of $0.8 million was driven primarily by broad market moves for investments of $2.9 million, partially offset by the impact of foreign currency exchange rates on investments of $2.1 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 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. This “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with “COVID-19 Developments” above, as well as with the notes to our Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
Under the 1940 Act, we are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. Our asset coverage ratio was 216.0% as of June 30, 2022.
Cash Flows
For the six months ended June 30, 2022, we experienced a net increase in cash in the amount of $73.7 million. During that period, our operating activities used $378.0 million in cash, consisting primarily of purchases of portfolio investments of $499.8 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $80.3 million. In addition, our financing activities provided net cash of $451.7 million, consisting primarily of net borrowings of $160.4 million under the Revolving Credit Facility, net proceeds from the issuance of the May 2027 Notes of $99.9 million and proceeds from the issuance of common stock of $231.4 million, partially offset by dividends paid in the amount of $39.0 million. As of June 30, 2022, we had $197.2 million of cash on hand, including foreign currencies.
For the period from May 10, 2021 (commencement of operations) to June 30, 2021, we experienced a net increase in cash in the amount of $78.0 million. During that period, our operating activities used $657.4 million in cash, consisting primarily of the purchase of the Initial Portfolio from MassMutual and CM Life for an aggregate purchase price of $602.8 million and purchases of portfolio investments of $65.0 million, partially offset by proceeds from sales of portfolio investments totaling $9.4 million. In addition, our financing activities provided $735.4 million of cash, consisting primarily of net borrowings under the Revolving Credit Facility totaling $285.4 million and proceeds from the issuance of common stock of $450.0 million. As of June 30, 2021, we had $78.0 million of cash on hand, including foreign currencies.
Financing Transactions
Revolving Credit Facility
On May 11, 2021, BPC Funding, our wholly-owned subsidiary, entered into the Revolving Credit Facility with BNPP. 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 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 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.
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 June 30, 2022, we were in compliance with all covenants of the Revolving Credit Facility.
As of June 30, 2022, we had U.S. dollar borrowings of $526.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 3.380% (one month SOFR of 1.025%), borrowings denominated in British pounds sterling of £25.2 million ($30.6 million U.S. dollars) with a weighted average interest rate of 3.059% (weighted average one month adjusted cumulative compounded SONIA of 0.690%), borrowings denominated in Australian dollars of A$22.1 million ($15.2 million U.S. dollars) with an interest rate of 2.679% (one month BBSW of 0.529%), borrowings denominated in Canadian dollars of C$5.4 million ($4.2 million U.S. dollars) with an interest rate of 3.900% (one month CDOR of 1.750%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.8 million U.S. dollars) with an interest rate of 4.370% (one month NZBB of 1.970%) and borrowings denominated in Euros of €89.6 million ($93.7 million U.S. dollars) with an interest rate of 2.177% (one month EURIBOR of 0.000%). 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 Statement of Operations.
July 2026 Notes
On July 29, 2021, we entered into the July 2021 NPA governing the issuance of (1) $75.0 million in aggregate principal amount of the Series A Notes, (2) $38.0 million in aggregate principal amount of Series B Notes, and (3) $37.0 million in aggregate principal amount of the Series C 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, for which we are required to obtain an initial rating by November 15, 2021, have a fixed interest rate of 3.5% per year, subject to a step up of (1) (x) 1.25% per year, to the extent that the initial rating for the July 2026 Notes does not satisfy certain investment grade rating conditions, and (y) at any time after we have received an investment grade rating for the July 2026 Notes, 0.75% per year, to the extent the July 2026 Notes thereafter 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.
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 to our Unaudited Consolidated Financial Statements for additional information regarding the July 2021 NPA and the July 2026 Notes issued thereunder.
May 2027 Notes
On May 10, 2022, we entered into the May 2022 NPA governing the issuance of (1) $100.0 million in aggregate principal amount of Series D Notes and (2) $55.0 million in aggregate principal amount of Series E 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. We intend to use the net proceeds from the offering of the May 2027 Notes for general corporate purposes, including to make investments and make distributions permitted by the May 2022 NPA.
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.
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 to our Unaudited Consolidated Financial Statements for additional information regarding the May 2022 NPA and the May 2027 Notes issued thereunder.
In connection with the offering of the May 2027 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 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 May 2027 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 June 30, 2022, the interest rate swap had a fair value of $0.3 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 prepaid expenses and other assets or accounts payable and accrued liabilities on the Company’s Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the May 2027 Notes, with the remaining difference included as a component of interest and other financing fees expense on the Company’s Unaudited Consolidated Statements of Operations. For the three and six months ended June 30, 2022, the Company recognized $(0.3) million as a component of interest expense relating to the change in fair value of the interest rate swap.
Share Repurchase Program
Beginning no later than the first full calendar quarter after the one-year anniversary of the Initial Closing, and at the discretion of the Board, we intend to commence a share repurchase program in which we intend to 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 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 promptly or at a desired price, and an investment in our shares is not suitable if you require short-term liquidity with respect to your investment in us. We intend to conduct such repurchase offers in accordance with the requirements of 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.
There were no share repurchases during the three and six months ended June 30, 2022.
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 and pay distributions on at least a quarterly basis, although the frequency of such distributions may vary, and we may make distributions on a monthly basis in the future.
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 intend to elect to be treated 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) and certain built-in gains. 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. 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 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 June 30, 2022, we made approximately $224.5 million of new commitments, of which $164.5 million closed and funded. The $164.5 million of investments consists of $147.3 million of first lien senior secured debt investments, $16.2 million of second lien senior secured and subordinated debt investments and $1.0 million of equity investments. The weighted average yield of the debt investments was 8.4%. In addition, we funded $10.7 million of previously committed delayed draw term loans.
On July 1, 2022, we issued and sold 205,199.808 shares of our common stock for an aggregate offering price of $4.3 million at a price per share of $20.77, 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 our private continuous offering of up to $2,000,000,000 in shares of our common stock pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder.
On August 9, 2022, our Board declared a quarterly distribution of $0.44 per share payable on September 29, 2022 to holders of record as of September 27, 2022.
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.
Investment Valuation
The most significant estimate inherent in the preparation of our financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. We have a 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, or ASC Topic 820. Our current valuation policy and processes were established by Barings and were approved by the Board.
As of June 30, 2022, our investment portfolio, valued at fair value in accordance with the Board-approved valuation policies, represented approximately 166% of our total net assets, as compared to approximately 168% of our total net assets as of December 31, 2021.
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, we determine 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, we assess the appropriateness of the use of these third-party quotes in determining fair value based on (i) our 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, 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
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 products 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 an independent provider 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 their valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following the initial acquisition, such loans and equity investments are sent to a valuation provider which will determine the fair value of each investment. The independent valuation provider applies 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 in making valuation recommendations to the Board, and will report to the Board on its rationale for each such determination. Barings uses its internal valuation model as a comparison point to validate the price range provided by the valuation provider and, where applicable, in determining the point within that range that it will use in making valuation recommendations to the Board. If Barings’ pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Board that is outside of the range provided by the independent valuation provider, and will notify the Board of any such override 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 the 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. Pursuant to these procedures, the Board determines each quarter, in good faith, whether our investments were valued at fair value in accordance with our valuation policies and procedures and the 1940 Act based on, among other things, the input of Barings, our Audit Committee and the independent valuation firm.
The SEC has adopted new Rule 2a-5 under the 1940 Act. This rule establishes requirements for determining fair value in good faith for purposes of the 1940 Act. We will comply with the new rule’s valuation requirements on or before the SEC’s September 8, 2022 compliance date.
Valuation Techniques
Our valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Our 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, we will utilize alternative approaches such as broker quotes or manual prices. We attempt 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 Thompson Rivers LLC and Waccamaw River LLC
As Thompson Rivers LLC and Waccamaw River LLC are investment companies with no readily determinable fair values, we estimate the fair value of our investments in these entities using net asset value of each company and our ownership percentage as a practical expedient. The net asset value 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 is recorded on the ex-dividend date.
We may have to include interest income in our ICTI, including 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, advisory, loan amendment and other fees, and are recorded as investment income when earned.
Fee income for the three and six months ended June 30, 2022 and for the period from May 10, 2021 (commencement of operations) to June 30, 2021 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | For the period from May 10, 2021 (commencement of operations) to | | Six Months Ended | | For the period from May 10, 2021 (commencement of operations) to |
($ in thousands) | June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
Recurring Fee Income: | | | | | | | |
Amortization of loan origination fees | $ | 1,693 | | | $ | 693 | | | $ | 3,180 | | | $ | 693 | |
Management, valuation and other fees | 453 | | | 40 | | | 819 | | | 40 | |
Total Recurring Fee Income | 2,146 | | | 733 | | | 3,999 | | | 733 | |
Non-Recurring Fee Income: | | | | | | | |
| | | | | | | |
Acceleration of unamortized loan origination fees | 1,744 | | | 14 | | | 1,810 | | | 14 | |
Advisory, loan amendment and other fees | 383 | | | 76 | | | 465 | | | 76 | |
Total Non-Recurring Fee Income | 2,127 | | | 90 | | | 2,275 | | | 90 | |
Total Fee Income | $ | 4,273 | | | $ | 823 | | | $ | 6,274 | | | $ | 823 | |
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 June 30, 2022 and December 31, 2021, we believe we have adequate financial resources to satisfy our unfunded commitments. The balances of unused commitments to extend financing as of June 30, 2022 and December 31, 2021 were as follows:
| | | | | | | | | | | |
Portfolio Company ($ in thousands) | Investment Type | June 30, 2022 | December 31, 2021 |
Acclime Holdings HK Limited(1) | Delayed Draw Term Loan | $ | — | | $ | 148 | |
Acclime Holdings HK Limited(1) | Delayed Draw Term Loan | — | | 812 | |
Accurus Aerospace Corporation(1)(2) | Revolver | 1,383 | | — | |
Air Comm Corporation, LLC(1) | Delayed Draw Term Loan | 11 | | 11 | |
Air Comm Corporation, LLC(1) | Delayed Draw Term Loan | 2,760 | | 2,760 | |
Amtech LLC(1) | Delayed Draw Term Loan | 1,818 | | 1,818 | |
Amtech LLC(1) | Revolver | 455 | | 455 | |
AnalytiChem Holding GmbH(1)(2)(3) | Bridge Revolver | 452 | | 4,001 | |
AnalytiChem Holding GmbH(1)(2)(3) | Incremental Term Loan | 1,155 | | — | |
Aquavista Watersides 2 LTD(1)(2)(4) | Bridge Revolver | 209 | | 233 | |
Aquavista Watersides 2 LTD(1)(2)(4) | Acquisition Facility | 1,308 | | 1,459 | |
Astra Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 1,069 | | 1,192 | |
Avance Clinical Bidco Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 1,534 | | 1,622 | |
AWP Group Holdings, Inc.(1) | Delayed Draw Term Loan | 233 | | 233 | |
Azalea Buyer, Inc.(1)(2) | Delayed Draw Term Loan | 962 | | 962 | |
Azalea Buyer, Inc.(1)(2) | Revolver | 423 | | 481 | |
Bariacum S.A(1)(2)(3) | Acquisition Facility | 941 | | 1,023 | |
Bearcat Buyer, Inc.(1) | Delayed Draw Term Loan | 96 | | 96 | |
Beyond Risk Management, Inc.(1)(2) | Delayed Draw Term Loan | 2,423 | | 2,573 | |
| | | |
Bounteous, Inc.(1) | Delayed Draw Term Loan | 2,697 | | 2,697 | |
Brightpay Limited(1)(2)(3) | Delayed Draw Term Loan | 276 | | 602 | |
Brightpay Limited(1)(2)(3) | Delayed Draw Term Loan | 185 | | 201 | |
BrightSign LLC(1)(2) | Revolver | 1,109 | | 1,109 | |
| | | |
British Engineering Services Holdco Limited(1)(2)(4) | Acquisition Facility | 393 | | 1,729 | |
CAi Software, LLC(1)(2) | Revolver | 943 | | 943 | |
| | | |
| | | |
Ceres Pharma NV(1)(2)(3) | Delayed Draw Term Loan | 1,419 | | 1,544 | |
CGI Parent, LLC(1) | Revolver | 1,653 | | — | |
Classic Collision (Summit Buyer, LLC)(1) | Delayed Draw Term Loan | 537 | | 788 | |
Coastal Marina Holdings, LLC(1)(2) | PIK Tranche B Term Loan | 656 | | 656 | |
Coastal Marina Holdings, LLC(1)(2) | Tranche A Term Loan | 1,788 | | 1,788 | |
Command Alkon (Project Potter Buyer, LLC)(1) | Delayed Draw Term Loan | — | | 13,153 | |
Comply365, LLC(1)(2) | Revolver | 575 | | — | |
Coyo Uprising GmbH(1)(2)(3) | Delayed Draw Term Loan | 989 | | 1,076 | |
| | | | | | | | | | | |
Portfolio Company ($ in thousands) | Investment Type | June 30, 2022 | December 31, 2021 |
Crash Champions, LLC(1)(2) | Delayed Draw Term Loan | 395 | | 4,518 | |
Dart Buyer, Inc(1) | Delayed Draw Term Loan | — | | 441 | |
DecksDirect, LLC(1)(2) | Revolver | 153 | | 218 | |
Direct Travel, Inc.(1) | Delayed Draw Term Loan | 225 | | 225 | |
DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3) | Acquisition Facility | 165 | | 179 | |
Dune Group(1)(2)(3) | Delayed Draw Term Loan | 1,484 | | 1,614 | |
Dwyer Instruments, Inc.(1)(2) | Delayed Draw Term Loan | 987 | | 987 | |
Eclipse Business Capital, LLC(1) | Revolver | 4,620 | | 8,342 | |
EMI Porta Holdco LLC(1) | Delayed Draw Term Loan | 8,949 | | 10,678 | |
EMI Porta Holdco LLC(1) | Revolver | 1,719 | | 2,542 | |
EPS NASS Parent, Inc.(1) | Delayed Draw Term Loan | 92 | | 209 | |
eShipping, LLC(1) | Delayed Draw Term Loan | 1,274 | | 1,274 | |
eShipping, LLC(1) | Revolver | 743 | | 616 | |
Events Software BidCo Pty Ltd(1)(2)(5) | Delayed Draw Term Loan | 441 | | — | |
F24 (Stairway BidCo GmbH)(1)(2)(3) | Acquisition Term Loan | 64 | | 95 | |
FineLine Systems(1) | Delayed Draw Term Loan | 478 | | 478 | |
Finexvet(1)(2)(3) | Acquisition Facility | 230 | | — | |
Footco 40 Limited(1)(2)(4) | Delayed Draw Term Loan | 773 | | — | |
FragilePak LLC(1)(2) | Delayed Draw Term Loan | 4,649 | | 4,649 | |
Glacis Acquisition S.A.R.L.(1)(2)(3) | Delayed Draw Term Loan | 7,248 | | 10,751 | |
GPZN II GmbH(1)(2)(3) | CAF Term Loan | 549 | | — | |
Graphpad Software, LLC(1) | Delayed Draw Term Loan | 2,602 | | 2,602 | |
Heartland Veterinary Partners, LLC(1) | Delayed Draw Term Loan | 148 | | 364 | |
Heartland, LLC(1)(2) | Delayed Draw Term Loan | 710 | | 892 | |
Heavy Construction Systems Specialists, LLC(1) | Revolver | 2,193 | | 2,193 | |
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))(1)(2)(3) | Committed Additional Facility | — | | 1,206 | |
HW Holdco, LLC (Hanley Wood LLC)(1)(2) | Delayed Draw Term Loan | 1,074 | | 1,840 | |
IGL Holdings III Corp.(1) | Delayed Draw Term Loan | — | | 337 | |
Innovad Group II BV(1)(2)(3) | Delayed Draw Term Loan | 196 | | 289 | |
INOS 19-090 GmbH(1)(2)(3) | Acquisition Facility | 142 | | 155 | |
Isolstar Holding NV (IPCOM)(1)(2)(3) | Acquisition Facility | 252 | | 333 | |
Isolstar Holding NV (IPCOM)(1)(2)(3) | Acquisition Facility | 3,619 | | |
ITI Intermodal, Inc.(1)(2) | Delayed Draw Term Loan | 103 | | 103 | |
ITI Intermodal, Inc.(1)(2) | Revolver | 124 | | 124 | |
Jaguar Merger Sub Inc.(1)(2) | Delayed Draw Term Loan | 711 | | 1,961 | |
Jaguar Merger Sub Inc.(1)(2) | Revolver | 490 | | 490 | |
Jeeves Information Systems AB(1)(2)(3) | Delayed Draw Term Loan | — | | 8,936 | |
Jon Bidco Limited(1)(2)(7) | Capex & Acquisition Facility | 740 | | — | |
Jones Fish Hatcheries & Distributors LLC(1) | Revolver | 418 | | — | |
Kano Laboratories LLC(1)(2) | Delayed Draw Term Loan | 724 | | 724 | |
Kano Laboratories LLC(1)(2) | Delayed Draw Term Loan | 860 | | 860 | |
LAF International(1)(2)(3) | Acquisition Facility | 52 | | 114 | |
Lambir Bidco Limited(1)(2)(3) | Bridge Revolver | — | | 436 | |
Lambir Bidco Limited(1)(2)(3) | Delayed Draw Term Loan | 802 | | 872 | |
Lattice Group Holdings Bidco Limited(1)(2) | Delayed Draw Term Loan | 354 | | — | |
LeadsOnline, LLC(1) | Revolver | 1,692 | | — | |
LivTech Purchaser, Inc.(1) | Delayed Draw Term Loan | 60 | | 145 | |
Marmoutier Holding B.V.(1)(2)(3) | Delayed Draw Term Loan | 372 | | 405 | |
Marmoutier Holding B.V.(1)(2)(3) | Revolver | 149 | | 162 | |
| | | | | | | | | | | |
Portfolio Company ($ in thousands) | Investment Type | June 30, 2022 | December 31, 2021 |
Marshall Excelsior Co.(1)(2) | Revolver | 388 | | — | |
MC Group Ventures Corporation(1) | Delayed Draw Term Loan | 1,291 | | 1,291 | |
Mertus 522. GmbH(1)(2)(3) | Acquisition Facility | 2,689 | | 6,564 | |
Modern Star Holdings Bidco Pty Limited(1)(2)(5) | Capex term Loan | 59 | | 63 | |
Murphy Midco Limited(1)(2)(4) | Delayed Draw Term Loan | 143 | | 160 | |
Narda Acquisitionco., Inc.(1)(2) | Revolver | 1,059 | | 1,059 | |
Navia Benefit Solutions, Inc.(1) | Delayed Draw Term Loan | 2,141 | | 2,141 | |
Nexus Underwriting Management Limited(1)(2)(4) | Revolver | — | | 82 | |
Nexus Underwriting Management Limited(1)(2)(4) | Acquisition Facility | 1,267 | | 1,533 | |
Novotech Aus Bidco Pty Ltd(1)(2) | Capex & Acquisition Facility C | 971 | | — | |
OA Buyer, Inc.(1)(2) | Revolver | 1,331 | | 1,331 | |
OAC Holdings I Corp(1) | Revolver | 294 | | — | |
OG III B.V.(1)(2)(3) | Acquisition Capex Facility | — | | 1,355 | |
| | | |
Omni Intermediate Holdings, LLC(1)(2) | Delayed Draw Term Loan | 2,240 | | 4,955 | |
Omni Intermediate Holdings, LLC(1)(2) | Delayed Draw Term Loan | 1,008 | | — | |
Options Technology Ltd.(1)(2) | Delayed Draw Term Loan | 1,406 | | 1,406 | |
OSP Hamilton Purchaser, LLC(1) | Revolver | 131 | | 187 | |
Pacific Health Supplies Bidco Pty Limited(1)(5) | CapEx Term Loan | — | | 78 | |
| | | |
PDQ.Com Corporation(1) | Delayed Draw Term Loan | 4,320 | | 4,320 | |
Perimeter Master Note Business Trust (1)(2) | Series 2022-One Class A | 73 | | — | |
Perimeter Master Note Business Trust (1)(2) | Series 2022-One Class B | 73 | | — | |
Perimeter Master Note Business Trust (1)(2) | Series 2022-One Class C | 73 | | — | |
Perimeter Master Note Business Trust (1)(2) | Series 2022-One Class D | 73 | | — | |
Perimeter Master Note Business Trust (1)(2) | Series 2022-One Class E | 3,709 | | — | |
Polara Enterprises, L.L.C.(1)(2) | Revolver | 824 | | 545 | |
Policy Services Company, LLC(1)(2) | Delayed Draw Term Loan | — | | 6,579 | |
Premium Invest(1)(2)(3) | Acquisition Facility | 523 | | 569 | |
ProfitOptics, LLC(1)(2) | Revolver | 194 | | — | |
Protego Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 250 | | 272 | |
| | | |
PSP Intermediate 4, LLC(1)(2)(3) | Delayed Draw Term Loan | 712 | | — | |
Questel Unite(1)(2)(3) | Acquisition Capex Facility | 2,646 | | 2,878 | |
REP SEKO MERGER SUB LLC(1)(2) | Delayed Draw Term Loan | 666 | | 1,043 | |
Reward Gateway (UK) Ltd(1)(2)(4) | Acquisition Facility | 773 | | 1,354 | |
| | | |
Riedel Beheer B.V.(1)(2)(3) | Delayed Draw Term Loan | 141 | | 153 | |
ROI Solutions LLC(1) | Delayed Draw Term Loan | 711 | | 711 | |
Safety Products Holdings, LLC(1) | Delayed Draw Term Loan | 2,889 | | 2,889 | |
Sanoptis S.A.R.L.(1)(2)(3) | Acquisition Facility | 7,482 | | 5,316 | |
Scaled Agile, Inc.(1) | Delayed Draw Term Loan | 416 | | 416 | |
Scaled Agile, Inc.(1) | Revolver | 336 | | 336 | |
Scout Bidco B.V.(1)(2)(3) | Revolver | 504 | | — | |
Scout Bidco B.V.(1)(2)(3) | Delayed Draw Term Loan | 1,112 | | — | |
Sereni Capital NV(1)(2)(3) | Revolver | 53 | | — | |
Sereni Capital NV(1)(2)(3) | Term Loan | 376 | | — | |
Smartling, Inc.(1) | Delayed Draw Term Loan | 2,076 | | 2,076 | |
Smartling, Inc.(1) | Revolver | 1,038 | | 1,038 | |
Springbrook Software (SBRK Intermediate, Inc.)(1) | Delayed Draw Term Loan | — | | 558 | |
SSCP Pegasus Midco Limited(1)(2)(4) | Delayed Draw Term Loan | 455 | | 507 | |
Superjet Buyer, LLC(1) | Revolver | 1,825 | | 1,825 | |
| | | | | | | | | | | |
Portfolio Company ($ in thousands) | Investment Type | June 30, 2022 | December 31, 2021 |
Syntax Systems Ltd(1) | Revolver | 410 | | 521 | |
Syntax Systems Ltd(1) | Delayed Draw Term Loan | 1,770 | | 1,770 | |
Tank Holding Corp(1) | Revolver | 382 | | — | |
Techone B.V.(1)(2)(3) | Delayed Draw Term Loan | 1,310 | | 752 | |
Techone B.V.(1)(2)(3) | Revolver | 101 | | 200 | |
Tencarva Machinery Company, LLC(1) | Delayed Draw Term Loan | 886 | | 886 | |
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 Hilb Group, LLC(1)(2) | Delayed Draw Term Loan | 5,034 | | 5,954 | |
Truck-Lite Co., LLC(1)(2) | Delayed Draw Term Loan | — | | 4,488 | |
Turbo Buyer, Inc.(1) | Delayed Draw Term Loan | — | | 2,314 | |
Turbo Buyer, Inc.(1) | Delayed Draw Term Loan | 2,381 | | — | |
Union Bidco Limited(1)(4) | Acquisition Facility | 406 | | — | |
United Therapy Holding III GmbH(1)(2)(3) | Acquisition Facility | 1,477 | | — | |
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1) | Delayed Draw Term Loan | 3,549 | | — | |
Victoria Bidco Limited(1)(2)(4) | Delayed Draw Term Loan | 478 | | — | |
VP Holding Company(1)(2) | Delayed Draw Term Loan | 7,696 | | — | |
W2O Holdings, Inc.(1) | Delayed Draw Term Loan | 487 | | 712 | |
Waccamaw River(2) | Joint Venture | 2,480 | | 11,280 | |
Woodland Foods, LLC(1) | Revolver | 1,061 | | 1,499 | |
Xeinadin Bidco Limited(1)(2)(4) | CAF Term Loan | 4,789 | | — | |
ZB Holdco LLC(1) | Delayed Draw Term Loan | 1,352 | | — | |
ZB Holdco LLC(1) | Revolver | 845 | | — | |
Zeppelin Bidco Limited(1)(2)(4) | Capex & Acquisition Facility | 1,270 | | — | |
Zeppelin Bidco Limited(1)(2)(4) | Revolver | 267 | | — | |
Total unused commitments to extend financing | | $ | 183,787 | | $ | 215,494 | |
(1)Our 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 our 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.
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 prices 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, GBP LIBOR, SARON, BBSY, CDOR, STIBOR, SOFR, BKBM and SONIA. 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 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 July 2017, the head of the U.K. Financial Conduct Authority (the “FCA”), announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. In March 2021, the FCA confirmed that all LIBOR settings will either cease to be provided by any administrator or no longer be representative: (a) immediately after December 31, 2021, in the case of sterling, euro, Swiss franc, and Japanese yen, and the one week and two month U.S. dollar settings; and (b) immediately after June 30, 2023, in the case of the remaining U.S. dollar settings. In addition, as a result of supervisory guidance from U.S. regulators, some U.S. regulated entities ceased to enter into new LIBOR contracts after January 1, 2022. At this time, no consensus exists as to what rate or rates will become accepted alternatives to LIBOR, although the Alternative Reference Rates Committee, a steering committee convened by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York and comprised of large U.S. financial institutions, has recommended the use of SOFR. There are many uncertainties regarding a transition from LIBOR to SOFR or any other alternative benchmark rate that may be established, including, but not limited to, the timing of any such transition, the need to amend all contracts with LIBOR as the referenced rate and, given the inherent differences between LIBOR and SOFR or any other alternative benchmark rate, how any transition may impact the cost and performance of impacted securities, variable rate debt and derivative financial instruments. In addition, SOFR or another alternative benchmark rate may fail to gain market acceptance, which could adversely affect the return on, value of and market for securities, variable rate debt and derivative financial instruments linked to such rates. The effects of a transition from LIBOR to SOFR or any other alternative benchmark rate on our cost of capital and net investment income cannot yet be determined definitively. All of our loan agreements with our portfolio companies include fallback language in the event that LIBOR becomes unavailable. This language generally either includes a clearly defined 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 U.S. Federal Reserve is currently embarking on an aggressive campaign of raising interest rates to address significant and persistent inflation. The goal of these interest rate increases is to slow economic growth and reduce price pressure. There is a significant chance that this central bank tightening cycle could force the U.S. into a recession, as which point interest rates and base rates would likely 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 June 30, 2022, approximately $1,567.9 million (principal amount) of our debt portfolio investments bore interest at variable rates, which generally are LIBOR-based (or based on an equivalent applicable currency rate), and many of which are subject to certain floors. A hypothetical 200 basis point increase or decrease in the interest rates on our variable-rate debt investments could increase or decrease, as applicable, our investment income by a maximum of $31.4 million on an annual basis.
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, 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 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. A hypothetical 200 basis point increase or decrease in the interest rates on the Revolving Credit Facility could increase or decrease, as applicable, our interest expense by a maximum of $13.5 million on an annual basis (based on the amount of outstanding borrowings under the Revolving Credit Facility as of June 30, 2022).
Because we have previously borrowed, and plan to borrow in the future, money to make investments, our net investment income will be dependent upon the difference between the rate at which we borrow funds and the rate at which we invest the funds borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by our investment portfolio.
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 June 30, 2022, we had U.S. dollar borrowings of $526.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 3.380% (one month SOFR of 1.025%), borrowings denominated in British pounds sterling of £25.2 million ($30.6 million U.S. dollars) with a weighted average interest rate of 3.059% (weighted average one month adjusted cumulative compounded SONIA of 0.690%), borrowings denominated in Australian dollars of A$22.1 million ($15.2 million U.S. dollars) with an interest rate of 2.679% (one month BBSW of 0.529%), borrowings denominated in Canadian dollars of C$5.4 million ($4.2 million U.S. dollars) with an interest rate of 3.900% (one month CDOR of 1.750%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.8 million U.S. dollars) with an interest rate of 4.370% (one month NZBB of 1.970%) and borrowings denominated in Euros of €89.6 million ($93.7 million U.S. dollars) with an interest rate of 2.177% (one month EURIBOR of 0.000%).
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 Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Co-Chief Executive Officers 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 Co-Chief Executive Officers and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2022. 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 second quarter of 2022 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. 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 described in Item 1A entitled "Risk Factors" in Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 23, 2022, 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 purchase 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 market price of our securities.
There have been no material changes during the three months ended June 30, 2022 to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021. 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.
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 exemption provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.
We and Barings have applied for the exemptive relief from 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 “Multi-Class Exemptive Relief”). The SEC has not yet granted the Multi-Class Exemptive Relief, and there is no assurance that the relief will be granted.
The below table sets forth the total shares of our common stock issued during the three months ended June 30, 2022, and aggregate purchase price:
| | | | | | | | | | | | | | |
| | For the Three Months Ended June 30, 2022 |
Share Issue Date | | Shares Issued | | Aggregate Offering Price ($ in thousands) |
| | | | |
| | | | |
April 1, 2022 | | 9,576,574 | | | 200,725 | |
May 1, 2022 | | 748,197 | | | 15,772 | |
June 1, 2022 | | 550,378 | | | 11,635 | |
| | | | |
| | | | |
Total | | 10,875,150 | | | $ | 228,132 | |
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the three months ended June 30, 2022.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
| | | | | |
Number | Exhibit |
| |
3.1 | |
| |
3.2 | |
| |
10.1 | |
| |
31.1 | |
| |
31.2 | |
| |
31.3 | |
| |
32.1 | |
| |
32.2 | |
| |
32.3 | |
* 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: | August 9, 2022 | | /s/ Ian Fowler |
| | | Ian Fowler |
| | | Co-Chief Executive Officer |
| | | (Co-Principal Executive Officer) |
| | | |
Date: | August 9, 2022 | | /s/ Jonathan Bock |
| | | Jonathan Bock |
| | | Co-Chief Executive Officer |
| | | (Co-Principal Executive Officer) |
| | | |
Date: | August 9, 2022 | | /s/ Jonathan A. Landsberg |
| | | Jonathan A. Landsberg |
| | | Chief Financial Officer |
| | | (Principal Financial Officer) |
| | | |
Date: | August 9, 2022 | | /s/ Elizabeth A. Murray |
| | | Elizabeth A. Murray |
| | | Principal Accounting Officer |