Calculation of Filing Fee Tables
FORM TO-I
(Form Type)
Barings Private Credit Corporation
(Name of Issuer)
Barings Private Credit Corporation
(Name of Person(s) Filing Statement)
Table 1: Transaction Valuation
| | | | | | | | | | | | | | | | | |
| | Transaction Valuation | | Fee Rate | Amount of Filing Fee | |
| Fees to Be Paid | $92,901,759.14 | (1) | 0.0001531 | $14,223.26 | (2) |
| Fees Previously Paid | $0.0 | | | $0.0 | |
| Total Transaction Valuation | $92,901,759.14 | (1) | | | |
| Total Fees Due for Filing | | | | $14,223.26 | (2) |
| Total Fees Previously Paid | | | | $0.0 | |
| Total Fee Offsets | | | | $11,488.11 | (3) |
| Net Fee Due | | | | $2,735.15 | (2)(3) |
(1) Calculated as the aggregate maximum purchase price for shares of common stock, par value $0.001 per share (“Shares”), of Barings Private Credit Corporation (the “Company”), based upon the net asset value per Share as of October 31, 2024 of $20.77. This amount is based upon the offer to purchase up to 4,472,882 Shares.
(2) Calculated at $153.10 per $1,000,000.00 of the Transaction Valuation in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as modified by Filing Fee Rate Advisory for Fiscal Year 2025.
(3) An aggregate fee of $5,961.94 was paid with the filing of the Schedule TO-I by the Company (File No. 005-92837) on December 1, 2022 (the “December 2022 Schedule TO-I”). The final transaction fee due pursuant to the final amendment to the December 2022 Schedule TO-I filed on January 4, 2023 was $0, as no Shares were tendered in connection with the related tender offer. Pursuant to Rule 0-11(a)(2) under the Exchange Act, a portion of the $5,961.94 filing fee paid in connection with the December 2022 Schedule TO-I was used to offset the filing fee due in connection with the filing of the Schedule TO-I by the Company (File No. 005-92837) on March 1, 2024 (the “March 2024 Schedule TO-I”). More specifically, $3,999.65 from the filing fee paid in connection with the December 2022 Schedule TO-I was used to offset the final transaction fee due from the March 2024 Schedule TO-I filing, and $1,962.29 from the December 2022 Schedule TO-I filing fee remained available to offset future filings. Pursuant to Rule 0-11(a)(2) under the Exchange Act, a portion of the remaining $1,962.29 filing fee paid in connection with the December 2022 Schedule TO-I filing fee was also used to offset the filing fee due in connection with the filing of the Schedule TO-I by the Company (File No. 005-92837) on June 3, 2024 (the “June 2024 Schedule TO-I”). More specifically, $514.53 from the filing fee paid in connection with the December 2022 Schedule TO-I was used to offset the final transaction fee due from the June 2024 Schedule TO-I filing, and $1,447.76 from the filing fee paid in connection with the December 2022 Schedule TO-I remained available to offset future filings. Pursuant to Rule 0-11(a)(2) under the Exchange Act, the remaining $1,447.76 from the December 2022 Schedule TO-I was used to partially offset the filing fee due in connection with the filing of the Schedule TO-I by the Company (File No. 005-92837) on September 3, 2024 (the “September 2024 Schedule TO-I”). The final transaction fee due pursuant to the final amendment to the September 2024 Schedule TO-I filed on October 23, 2024 was $2,136.67, as $14,476,091.97 of Shares were tendered in connection with the related tender offer.
An aggregate fee of $6,013.25 was paid with the filing of the Schedule TO-I by the Company (File No. 005-92837) on March 1, 2023 (the “March 2023 Schedule TO-I”). The final transaction fee due pursuant to the final amendment to the March 2023 Schedule TO-I filed on April 25, 2023 was $1.10, as $10,014.45 of Shares were tendered in
connection with the related tender offer. Pursuant to Rule 0-11(a)(2) under the Exchange Act, a portion of the remaining $6,012.15 filing fee paid in connection with the March 2023 Schedule TO-I was used to offset the remaining filing fee due in connection with September 2024 Schedule TO-I. More specifically, $688.91 from the filing fee paid in connection with the March 2023 Schedule TO-I was used to offset the final transaction fee due from the September 2024 Schedule TO-I filing, and the remaining $5,323.24 from the March 2023 Schedule TO-I filing is being used to offset a portion of the filing fee due in connection with this Schedule TO-I.
An aggregate fee of $6,164.87 was paid with the filing of the Schedule TO-I by the Company (File No. 005-92837) on June 1, 2023 (the “June 2023 Schedule TO-I”). The final transaction fee due pursuant to the final amendment to the June 2023 Schedule TO-I filed on July 5, 2023 was $0, as no Shares were tendered in connection with the related tender offer. Pursuant to Rule 0-11(a)(2) under the Exchange Act, the $6,164.87 filing fee paid in connection with the June 2023 Schedule TO-I is being used to offset a portion of the filing fee in connection with this Schedule TO-I.
Table 2: Fee Offset Claims and Sources
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| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Fee Paid with Fee Offset Source |
| Fee Offset Claims | | SC TO-I | 005-92837 | March 1, 2023 | | $5,323.24 | |
| Fee Offset Sources | Barings Private Credit Corporation | SC TO-I | 005-92837 | | March 1, 2023 | | $5,323.24 |
| Fee Offset Claims | | SC TO-I | 005-92837 | June 1, 2023 | | $6,164.87 | |
| Fee Offset Sources | Barings Private Credit Corporation | SC TO-I | 005-92837 | | June 1, 2023 | | $6,164.87 |
