Table of Contents

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

Form 10-Q

(Mark One)
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JuneSeptember 30, 20212022
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  ý¨
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 filerýSmaller reporting company¨
Emerging growth companyý
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
The number of shares outstanding of the registrant’s common stock on August 5, 2021November 10, 2022 was 22,500,000.52,152,176.


BARINGS PRIVATE CREDIT CORPORATION
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q
  Page
PART I – FINANCIAL INFORMATION
Item 1.
3
Unaudited Consolidated Statements of Operations for the periodThree and Nine Months Ended September 30, 2022 and for the Three Months Ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to JuneSeptember 30, 2021
4
Unaudited Consolidated Statements of Changes in Net Assets for the periodThree and Nine Months Ended September 30, 2022 and for the Three Months Ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to June 30, 2021
5
Unaudited Consolidated Statement of Cash Flows for the period from May 10, 2021 (commencement of operations) to JuneSeptember 30, 2021
6
Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021
8
Unaudited Consolidated Schedule of Investments as of JuneSeptember 30,, 2021 2022
79
Consolidated Schedule of Investments as of December 31, 2021
30
1947
Item 2.
3881
Item 3.
52101
Item 4.
54103
PART II – OTHER INFORMATION
Item 1.
55104
Item 1A.
55104
Item 2.
55104
Item 3.
55104
Item 4.
55105
Item 5.
56105
Item 6.
56105
58106
2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.
Barings Private Credit Corporation
Unaudited Consolidated Balance SheetSheets
June 30,
2021
Assets:
Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $660,836,013 as of June 30, 2021)$661,614,681 
Total investments at fair value661,614,681 
Cash71,452,744 
Foreign currencies (cost of $6,619,926 as of June 30, 2021)6,563,946 
Interest and fees receivable5,677,785 
Prepaid expenses and other assets1,471,344 
Deferred financing fees3,679,301 
Receivable from unsettled transactions601,470 
Total assets$751,061,271
Liabilities:
Accounts payable and accrued liabilities$763,739 
Interest payable781,693 
Base management fees payable687,268 
Derivative liability188,689 
Payable from unsettled transactions4,104,695 
Borrowings under credit facility286,791,445 
Total liabilities293,317,529
Commitments and contingencies (Note 7)
Net Assets:
Common stock, $0.001 par value per share (499,950,000 shares authorized, 22,500,000 shares issued and outstanding as of June 30, 2021)22,500 
Additional paid-in capital449,977,500 
Total distributable earnings7,743,742 
Total net assets457,743,742
Total liabilities and net assets$751,061,271
Net asset value per share$20.34 
(in thousands, except share and per share data)
September 30,
2022		December 31,
2021
(Unaudited)
Assets:
Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $1,832,610 and $1,282,754 as of September 30, 2022 and December 31, 2021, respectively)$1,769,820 $1,280,597 
Affiliate investments (cost of $117,458 and $113,764 as of September 30, 2022 and December 31, 2021, respectively)135,640 117,051 
Total investments at fair value1,905,460 1,397,648 
Cash (restricted cash of $10,627 and $0 at September 30, 2022 and December 31, 2021, respectively)95,244 117,250 
Foreign currencies (cost of $46,824 and $6,198 as of September 30, 2022 and December 31, 2021, respectively)45,883 6,253 
Interest and fees receivable35,176 17,571 
Prepaid expenses and other assets526 290 
Derivative asset23,850 1,643 
Deferred financing fees4,502 4,466 
Receivable from unsettled transactions18,789 3,909 
Total assets$2,129,430 $1,549,030 
Liabilities:
Accounts payable and accrued liabilities$1,373 $1,039 
Interest payable9,358 3,779 
Administrative fees payable547 300 
Base management fees payable3,243 1,489 
Incentive management fees payable2,127 — 
Derivative liability8,814 1,905 
Payable from unsettled transactions31,010 31,693 
Borrowings under credit facility693,017 524,825 
Notes payable (net of deferred financing fees)296,643 149,594 
Total liabilities1,046,132 714,624 
Commitments and contingencies (Note 7)
Net Assets:
Common stock, $0.001 par value per share (499,950,000 shares authorized, 51,995,302 and 40,551,193 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively)52 41 
Additional paid-in capital1,058,721 818,723 
Total distributable earnings24,525 15,642 
Total net assets1,083,298 834,406 
Total liabilities and net assets$2,129,430 $1,549,030 
Net asset value per share$20.83 $20.58 
See accompanying notes.

3

Barings Private Credit Corporation
Unaudited Consolidated StatementStatements of Operations
For the period from May 10, 2021 (commencement of operations) to
June 30, 2021
Investment income:
Interest income:
Non-Control / Non-Affiliate investments$5,953,366 
Total interest income5,953,366 
Fee and other income:
Non-Control / Non-Affiliate investments822,203 
Total fee and other income822,203 
Payment-in-kind interest income:
Non-Control / Non-Affiliate investments37,112 
Total payment-in-kind interest income37,112 
Total investment income6,812,681 
Operating expenses:
Interest and other financing fees894,359 
Base management fee (Note 2)687,268 
Offering costs29,075 
Professional fees247,923 
Directors fees60,000 
D&O insurance46,026 
Custody and administrative fees119,840 
Other general and administrative expenses (Note 2)21,750 
Total operating expenses2,106,241 
Net investment income4,706,440
Realized gains (losses) and unrealized appreciation on investments and foreign currency transactions:
Net realized gains (losses):
Non-Control / Non-Affiliate investments525 
Net realized gains on investments525 
Foreign currency transactions(810,675)
Net realized losses(810,150)
Net unrealized appreciation:
Non-Control / Non-Affiliate investments778,668 
Net unrealized appreciation on investments778,668 
Foreign currency transactions3,126,758 
Net unrealized appreciation3,905,426 
Net realized losses and unrealized appreciation on investments and foreign currency transactions3,095,276 
Net increase in net assets resulting from operations$7,801,716
Net investment income per share—basic and diluted$0.21 
Net increase in net assets resulting from operations per share—basic and diluted$0.35 
Weighted average shares outstanding—basic and diluted22,500,000 
(in thousands, except share and per share data)
See accompanying notes.
Three Months
 Ended
Three Months
 Ended
Nine Months
 Ended
For the period from
May 10, 2021
(commencement of
operations) to
September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Investment income:
Interest income:
Non-Control / Non-Affiliate investments$32,832 $11,821 $80,478 $17,775 
Affiliate investments171 56 389 56 
Total interest income33,003 11,877 80,867 17,831 
Dividend income:
Non-Control / Non-Affiliate investments886 — 886 — 
Affiliate investments3,110 2,227 10,901 2,227 
Total dividend income3,996 2,227 11,787 2,227 
Fee and other income:
Non-Control / Non-Affiliate investments4,068 2,756 10,331 3,578 
Affiliate investments9 10 20 10 
Total fee and other income4,077 2,766 10,351 3,588 
Payment-in-kind interest income:
Non-Control / Non-Affiliate investments1,259 97 3,183 134 
Total payment-in-kind interest income1,259 97 3,183 134 
Interest income from cash3 — 4 — 
Total investment income42,338 16,967 106,192 23,780 
Operating expenses:
Interest and other financing fees11,322 2,578 23,844 3,472 
Base management fee (Note 2)3,243 1,489 8,262 2,176 
Incentive management fees (Note 2)2,127 — 2,127 — 
General and administrative expenses (Note 2)1,493 758 4,186 1,283 
Total operating expenses18,185 4,825 38,419 6,931 
Base management fee waived (Note 2)— (1,489)— (1,489)
Net operating expenses18,185 3,336 38,419 5,442 
Net investment income before taxes24,153 13,631 67,773 18,338 
Income taxes, including excise tax expense(116)— (112)— 
Net investment income24,269 13,631 67,885 18,338 
4

Barings Private Credit Corporation
Unaudited Consolidated Statement of Changes in Net Assets
For the period from May 10, 2021 (commencement of operations) to June 30, 2021Common StockAdditional
Paid-In
Capital		Total Distributable EarningsTotal
Net
Assets
Number
of Shares		Par
Value
Balance, May 10, 2021(1)50 $— $1,000 $(57,974)$(56,974)
Net investment income— — — 4,706,440 4,706,440 
Net realized loss on investments / foreign currency transactions— — — (810,150)(810,150)
Net unrealized appreciation on investments / foreign currency transactions— — — 3,905,426 3,905,426 
Issuance of common stock22,500,000 22,500 449,977,500 — 450,000,000 
Repurchase of shares from Adviser(50)— (1,000)— (1,000)
Balance, June 30, 202122,500,000 $22,500 $449,977,500 $7,743,742 $457,743,742 

(1)The beginning balance of $(56,974) relates to organizational costs and professional fees incurred prior to commencement of operations.
Barings Private Credit Corporation
Unaudited Consolidated Statements of Operations — (Continued)
(in thousands, except share and per share data)
Three Months
 Ended		Three Months
 Ended		Nine Months
 Ended		For the period from
May 10, 2021
(commencement of
operations) to
September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions:
Net realized gains (losses):
Non-Control / Non-Affiliate investments(6,965)(116)(9,490)(116)
Net realized gains (losses) on investments(6,965)(116)(9,490)(116)
Foreign currency transactions12,776 456 16,654 (354)
Net realized gains (losses)5,811 340 7,164 (470)
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments(25,471)(3,572)(60,753)(2,793)
Affiliate investments4,937 219 14,894 219 
Net unrealized appreciation (depreciation) on investments(20,534)(3,353)(45,859)(2,574)
Foreign currency transactions16,394 2,927 41,849 6,053 
Net unrealized appreciation (depreciation)(4,140)(426)(4,010)3,479 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions1,671 (86)3,154 3,009 
Net increase in net assets resulting from operations$25,940 $13,545 $71,039 $21,347 
Net investment income per share—basic and diluted$0.47 $0.53 $1.42 $0.75 
Net increase in net assets resulting from operations per share—basic and diluted$0.50 $0.53 $1.49 $0.87 
Dividends / distributions per share:
Total dividends / distributions per share$0.44 $0.40 $1.29 $0.40 
Weighted average shares outstanding—basic and diluted51,880,409 25,760,105 47,823,948 24,582,845 
See accompanying notes.
5

Barings Private Credit Corporation
Unaudited Consolidated Statements of Changes in Net Assets
(in thousands, except share amounts)
 
Three Months Ended September 30, 2021Common StockAdditional
Paid-In
Capital		Total Distributable EarningsTotal
Net
Assets
Number
of Shares		Par
Value
Balance, June 30, 202122,500,000 $23 $449,978 $7,744 $457,745 
Net investment income— — — 13,631 13,631 
Net realized gain on investments / foreign currency transactions— — — 340 340 
Net unrealized depreciation on investments / foreign currency transactions— — — (426)(426)
Distributions declared from earnings— — — (12,398)(12,398)
Issuance of common stock12,193,370 12 249,987 — 249,999 
Balance, September 30, 202134,693,370 $35 $699,965 $8,891 $708,891 

Three Months Ended September 30, 2022Common StockAdditional
Paid-In
Capital		Total Distributable EarningsTotal
Net
Assets
Number
of Shares		Par
Value
Balance, June 30, 202251,594,967 $52 $1,050,350 $21,460 $1,071,862 
Net investment income— — — 24,269 24,269 
Net realized gain on investments / foreign currency transactions— — — 5,811 5,811 
Net unrealized depreciation on investments / foreign currency transactions— — — (4,140)(4,140)
Dividends/distributions1,009 — 21 (22,875)(22,854)
Issuance of common stock399,326 — 8,350 — 8,350 
Balance, September 30, 202251,995,302 $52 $1,058,721 $24,525 $1,083,298 
See accompanying notes.

6

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 September 30, 2021Common StockAdditional
Paid-In
Capital		Total Distributable EarningsTotal
Net
Assets
Number
of Shares		Par
Value
Balance, May 10, 2021 (1)50 $— $1 $(58)$(57)
Net investment income— — — 18,338 18,338 
Net realized loss on investments / foreign currency transactions— — — (470)(470)
Net unrealized appreciation on investments / foreign currency transactions— — — 3,479 3,479 
Distributions declared from earnings— — — (12,398)(12,398)
Issuance of common stock34,693,370 35 699,965 — 700,000 
Repurchase of shares from Adviser(50)— (1)— (1)
Balance, September 30, 202134,693,370 $35 $699,965 $8,891 $708,891 
(1)    The beginning balance of $(57) relates to organizational costs and professional fees incurred prior to commencement of operations.
Nine Months Ended September 30, 2022Common StockAdditional
Paid-In
Capital		Total Distributable EarningsTotal
Net
Assets
Number
of Shares		Par
Value
Balance, December 31, 202140,551,193 $41 $818,723 $15,642 $834,406 
Net investment income— — — 67,885 67,885 
Net realized gain on investments / foreign currency transactions— — — 7,164 7,164 
Net unrealized depreciation on investments / foreign currency transactions— — — (4,010)(4,010)
Dividends/distributions13,193 — 276 (62,156)(61,880)
Issuance of common stock11,430,916 11 239,722 — 239,733 
Balance, September 30, 202251,995,302 $52 $1,058,721 $24,525 $1,083,298 
See accompanying notes.




7

Barings Private Credit Corporation
Unaudited Consolidated StatementStatements of Cash Flows 
For the period from May 10, 2021 (commencement of operations) to
June 30, 2021
Cash flows from operating activities:
Net increase in net assets resulting from operations$7,801,716 
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Purchases of portfolio investments(65,014,018)
Purchases of portfolio investments from MassMutual(602,837,954)
Repayments received / sales of portfolio investments9,360,005 
Loan origination and other fees received1,906,919 
Net realized gain on investments(525)
Net realized loss on foreign currency transactions810,675 
Net unrealized appreciation of investments(778,668)
Net unrealized appreciation of foreign currency transactions(3,126,758)
Payment-in-kind interest(37,112)
Amortization of deferred financing fees105,561 
Amortization of offering costs29,075 
Accretion of loan origination and other fees(706,398)
Amortization / accretion of purchased loan premium / discount(624)
Changes in operating assets and liabilities:
Interest and fees receivables(6,527,583)
Prepaid expenses and other assets(451,014)
Accounts payable and accrued liabilities1,280,223 
Interest payable785,122 
Net cash used in operating activities(657,401,358)
Cash flows from financing activities:
Borrowings under credit facility289,202,910 
Financing fees paid(3,784,862)
Issuance of common stock450,000,000 
Purchase of shares from Adviser(1,000)
Net cash provided by financing activities735,417,048 
Net increase in cash and foreign currencies78,015,690 
Cash and foreign currencies, beginning of period1,000 
Cash and foreign currencies, end of period$78,016,690
(in thousands)
Nine Months
 Ended		For the period from
May 10, 2021
(commencement of
operations) to
September 30, 2022September 30, 2021
Cash flows from operating activities:
Net increase in net assets resulting from operations$71,039 $21,347 
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Purchases of portfolio investments(747,736)(391,276)
Purchases of portfolio investments from MassMutual— (602,838)
Repayments received / sales of portfolio investments165,466 83,006 
Purchases of short-term investments— (152,000)
Loan origination and other fees received15,068 7,208 
Net realized (gain) loss on investments9,490 116 
Net realized (gain) loss on foreign currency transactions(16,654)354 
Net unrealized (appreciation) depreciation on investments45,859 2,574 
Net unrealized (appreciation) depreciation on foreign currency transactions(41,849)(6,053)
Payment-in-kind interest and dividends(3,914)134 
Amortization of deferred financing fees986 306 
Amortization of offering costs97 108 
Accretion of loan origination and other fees(8,131)(3,174)
Amortization / accretion of purchased loan premium / discount(149)(2)
Payments for derivative contracts(3,301)(189)
Proceeds from derivative contracts19,585 866 
Changes in operating assets and liabilities:
Interest and fees receivables(18,253)(11,155)
Prepaid expenses and other assets(330)(437)
Accounts payable and accrued liabilities4,101 503 
Interest payable5,604 1,805 
Net cash used in operating activities(503,022)(1,048,797)
Cash flows from financing activities:
Borrowings under credit facility250,822 321,517 
Repayments under credit facility(61,978)— 
Proceeds from notes payable155,000 113,000 
Financing fees paid(1,292)(4,082)
Issuance of common stock239,733 700,000 
Cash dividends / distributions paid(61,639)(12,398)
Purchase of shares from Adviser— (1)
Net cash provided by financing activities520,646 1,118,036 
Net increase in cash and foreign currencies17,624 69,239 
Cash and foreign currencies, beginning of period123,503 1 
Cash and foreign currencies, end of period$141,127 $69,240 
Supplemental disclosure of cash flow information:
Cash paid for interest$17,181 $1,349 
Summary of non-cash financing transactions:
Dividends/distributions paid through DRIP share issuances$276 $— 
Dividends/distributions payable$241 $— 
See accompanying notes.
68
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments
JuneSeptember 30, 20212022
(Amounts in thousands, except share amounts)


Portfolio CompanyIndustry
Type of Investment(1)(2)
Principal
Amount		CostFair
Value
Non–Control / Non–Affiliate Investments:
1A Smart Start LLC (0.3%)*(4) (5) (6) (9)
Technology DistributorsSecond Lien Senior Secured Term Loan (LIBOR + 8.5%, 9.5% Cash, Acquired 06/21, Due 05/28)$1,454,371 $1,432,733 $1,432,556 
1,454,371 1,432,733 1,432,556 
1WorldSync, Inc. (2.4%)*(4) (5) (6) (9)
IT Consulting & Other ServicesFirst Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 05/21, Due 07/25)11,064,180 10,972,854 11,064,180 
11,064,180 10,972,854 11,064,180 
Accomplish Group Midco Limited (0.3%)*(3) (4) (5) (6) (11)
Health Care ServicesFirst Lien Senior Secured Term Loan (GBP LIBOR + 5.25%, 5.8% Cash, Acquired 05/21, Due 11/25)1,436,875 1,461,835 1,434,181 
1,436,875 1,461,835 1,434,181 
Accurus Aerospace Corporation (1.2%)*(5) (6) (9)
Aerospace & DefenseFirst Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, 1.5% PIK, Acquired 05/21, Due 10/24)6,413,494 5,497,062 5,457,883 
6,413,494 5,497,062 5,457,883 
Acogroup (0.3%)*(3) (4) (5) (6) (14)
Business ServicesFirst Lien Senior Secured Term Loan (EURIBOR + 5.0%, 5.0% Cash, 2.5% PIK, Acquired 05/21, Due 10/26)1,427,923 1,450,420 1,427,923 
1,427,923 1,450,420 1,427,923 
AEP Holdings, Inc. (0.5%)*(4) (5) (6)
Wholesale
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 11/25)(13)
672,000 670,967 665,280 
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 11/25)(9)
1,469,493 1,440,868 1,454,798 
2,141,493 2,111,835 2,120,078 
Aesthetics Australia Group Pty Ltd (Laser Clinics Australia Group) (0.2%)*(3) (4) (5) (6) (17)
Health Care ServicesFirst Lien Senior Secured Term Loan (BBSY + 5.0%, 6.0% Cash, Acquired 05/21, Due 09/23)768,715 791,890 768,715 
768,715 791,890 768,715 
Air Comm Corporation, LLC (0.1%)*(4) (5) (6) (9)
Aerospace & DefenseFirst Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 06/21, Due 06/27)594,595 574,595 574,595 
594,595 574,595 574,595 
AIT Worldwide Logistics Holdings, Inc. (1.5%)*(4) (5) (6) (9)
Air Freight & LogisticsSecond Lien Senior Secured Term Loan (LIBOR + 7.75%, 8.5% Cash, Acquired 05/21, Due 04/28)7,219,673 7,059,231 7,057,230 
7,219,673 7,059,231 7,057,230 
Anju Software, Inc. (0.3%)*(4) (5) (6) (7)
Application SoftwareFirst Lien Senior Secured Term Loan (LIBOR + 5.5%, 5.6% Cash, Acquired 05/21, Due 02/25)1,439,329 1,432,349 1,439,329 
1,439,329 1,432,349 1,439,329 
Anord Mardix Acquisitions Limited (0.3%)*(3) (4) (5) (6)
High Tech Industries
First Lien Senior Secured Term Loan (GBP LIBOR + 4.75%, 5.8% Cash, Acquired 05/21, Due 02/25)(11)
801,805 818,201 801,805 
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/21, Due 02/25)(9)
562,349 562,349 562,349 
1,364,154 1,380,550 1,364,154 
Apex Bidco Limited (0.1%)*(3) (4) (5) (6) (11)
Business Equipment & ServicesFirst Lien Senior Secured Term Loan (GBP LIBOR + 6.25%, 6.8% Cash, Acquired 05/21, Due 01/27)467,313 468,411 459,991 
467,313 468,411 459,991 
Apus Bidco Limited (0.3%)*(3) (4) (5) (6) (12)
Banking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.5% Cash, Acquired 05/21, Due 03/28)1,313,292 1,303,897 1,280,617 
1,313,292 1,303,897 1,280,617 
AQA Acquisition Holding, Inc. (1.6%)*(4) (5) (6) (9)
High Tech IndustriesSecond Lien Senior Secured Term Loan (LIBOR + 7.5%, 8.0% Cash, Acquired 05/21, Due 03/29)7,460,329 7,255,470 7,273,821 
7,460,329 7,255,470 7,273,821 
Archimede (0.3%)*(3) (4) (5) (6)(14)
Consumer ServicesFirst Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 05/21, Due 10/27)1,304,491 1,300,421 1,284,923 
1,304,491 1,300,421 1,284,923 
Argus Bidco Limited (0.1%)*(3) (4) (5) (6) (11)
High Tech IndustriesFirst Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.8% Cash, Acquired 05/21, Due 12/27)469,689 466,622 465,931 
469,689 466,622 465,931 
Armstrong Transport Group (Pele Buyer, LLC) (0.0%)*(4) (5) (6) (9)
Air Freight & LogisticsFirst Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/21, Due 06/24)137,560 135,977 137,010 
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 05/21, Due 06/24)42,067 42,067 42,067 
179,627 178,044 179,077 
7
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2021
Portfolio CompanyIndustry
Type of Investment(1)(2)
Principal
Amount		CostFair
Value
ASPEQ Heating Group LLC (0.4%)*(4) (5) (6) (8)
Building Products, Air & HeatingFirst Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 05/21, Due 11/25)$1,703,930 $1,690,661 $1,703,930 
1,703,930 1,690,661 1,703,930 
Athena Midco Limited (0.1%)*(3) (4) (5) (6) (16)
Banking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term Loan (BBSY + 5.25%, 5.3% Cash, Acquired 05/21, Due 12/25)416,834 421,093 410,907 
416,834 421,093 410,907 
Audio Precision, Inc. (1.7%)*(4) (5) (6)
High Tech Industries
First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 7.0% Cash, Acquired 05/21, Due 10/24)(13)
3,022,130 3,040,312 2,961,687 
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 05/21, Due 10/24)(9)
5,020,412 4,959,858 4,920,004 
8,042,542 8,000,170 7,881,691 
Auxi International (0.1%)*(3) (4) (5) (6) (14)
Commercial FinanceFirst Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 05/21, Due 12/26)355,770 356,783 350,789 
355,770 356,783 350,789 
Avalign Holdings, Inc. (0.4%)*(4) (5) (6) (7)
Health Care SuppliesFirst Lien Senior Secured Term Loan (LIBOR + 4.5%, 4.6% Cash, Acquired 05/21, Due 12/25)1,818,455 1,814,209 1,815,577 
1,818,455 1,814,209 1,815,577 
AWP Group Holdings, Inc. (0.3%)*(4) (5) (6) (10)
Business ServicesFirst Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/21, Due 12/27)1,254,393 1,234,185 1,254,393 
1,254,393 1,234,185 1,254,393 
BDP International, Inc. (f/k/a BDP Buyer, LLC) (2.1%)*(4) (5) (6) (7)
Air Freight & LogisticsFirst Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 05/21, Due 12/24)9,987,647 9,804,177 9,804,573 
9,987,647 9,804,177 9,804,573 
Beacon Pointe Advisors, LLC (0.8%)*(4) (5) (6) (9)
Asset Manager & Custody BankFirst Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 03/26)3,621,592 3,621,592 3,621,592 
3,621,592 3,621,592 3,621,592 
Bearcat Buyer, Inc. (0.5%)*(4) (5) (6) (9)
Healthcare & PharmaceuticalsFirst Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/21, Due 07/26)2,479,604 2,449,412 2,479,604 
2,479,604 2,449,412 2,479,604 
Benify (Bennevis AB) (0.1%)*(3) (4) (5) (6) (18)
High Tech IndustriesFirst Lien Senior Secured Term Loan (STIBOR + 5.25%, 5.3% Cash, Acquired 05/21, Due 07/26)438,602 445,991 438,602 
438,602 445,991 438,602 
Bestop, Inc. (0.7%)*(4) (5) (6) (7)
Auto Parts & EquipmentFirst Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 05/21, Due 07/21)3,259,394 3,251,478 3,243,097 
3,259,394 3,251,478 3,243,097 
Bidwax (0.2%)*(3) (4) (5) (6) (14)
Non-durable Consumer GoodsFirst Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 05/21, Due 02/28)1,067,311 1,050,934 1,036,120 
1,067,311 1,050,934 1,036,120 
BigHand UK Bidco Limited (0.1%)*(3) (4) (5) (6) (11)
High Tech IndustriesFirst Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.6% Cash, Acquired 05/21, Due 01/28)431,621 422,952 417,188 
431,621 422,952 417,188 
Bottom Line Systems, LLC (0.7%)*(4) (5) (6) (10)
Health Care ServicesFirst Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 05/21, Due 02/23)3,415,694 3,412,220 3,415,694 
3,415,694 3,412,220 3,415,694 
British Engineering Services Holdco Limited (0.3%)*(3) (4) (5) (6) (12)
Commercial Services & SuppliesFirst Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 7.0% Cash, Acquired 05/21, Due 12/27)1,333,130 1,323,581 1,299,699 
1,333,130 1,323,581 1,299,699 
Bucharest Midco Limited (0.2%)*(3) (5)
Hotel, Gaming & LeisureFirst Lien Senior Secured GBP Term Loan (7.0% PIK, Acquired 05/21, Due 7/25)825,816 694,994 679,646 
First Lien Senior Secured USD Term Loan (7.0% PIK, Acquired 05/21, Due 7/25)157,171 129,605 129,352 
982,987 824,599 808,998 
C0003 Pty Ltd (Icon Cancer Care) (0.3%)*(3) (4) (5) (6) (16)
Health Care FacilitiesFirst Lien Senior Secured Term Loan (BBSY + 4.5%, 5.0% Cash, Acquired 05/21, Due 10/24)1,067,282 1,097,296 1,067,282 
Second Lien Senior Secured Term Loan (BBSY + 8.0%, 8.5% Cash, Acquired 05/21, Due 04/25)361,178 372,773 361,178 
1,428,460 1,470,069 1,428,460 
Canadian Orthodontic Partners Corp.(1.0%)*(3) (4) (5) (6) (20)
HealthcareFirst Lien Senior Secured Term Loan (CDOR + 6.5%, 7.5% Cash, Acquired 06/21, Due 03/26)4,437,878 4,496,669 4,389,012 
4,437,878 4,496,669 4,389,012 
8
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2021
Portfolio CompanyIndustry
Type of Investment(1)(2)
Principal
Amount		CostFair
Value
Cascade LP Holdings, LLC (0.3%)*(4) (5) (6) (9)
Environmental IndustriesFirst Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, 1.0 % PIK, Acquired 05/21, Due 12/22)$1,549,128 $1,506,350 $1,538,284 
1,549,128 1,506,350 1,538,284 
Centralis Finco S.a.r.l. (0.0%)*(3) (4) (5) (6) (13)
Diversified Financial ServicesFirst Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/21, Due 05/27)133,162 135,599 133,162 
133,162 135,599 133,162 
Chambers Global Holdings Limited (0.3%)*(3) (4) (5) (6) (11)
Data Processing & Outsourced ServicesFirst Lien Senior Secured Term Loan (GBP LIBOR + 6.5%, 6.5% Cash, Acquired 05/21, Due 01/26)1,321,032 1,326,158 1,302,382 
1,321,032 1,326,158 1,302,382 
Claritas, LLC (0.4%)*(4) (5) (6) (9)
Application SoftwareFirst Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 12/23)1,648,696 1,639,286 1,648,696 
1,648,696 1,639,286 1,648,696 
Classic Collision (Summit Buyer, LLC) (1.5%)*(4) (5) (6) (9)
Auto Collision Repair CentersFirst Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 05/21, Due 01/26)6,953,201 6,735,582 6,838,578 
6,953,201 6,735,582 6,838,578 
Clubessential, LLC. (2.4%)*(4) (5) (6) (9)
IT Consulting & Other ServicesFirst Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 05/21, Due 01/24)11,050,612 10,840,091 10,966,196 
11,050,612 10,840,091 10,966,196 
CM Acquisitions Holdings Inc. (2.4%)*(4) (5) (6) (9)
Internet & Direct MarketingFirst Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/21, Due 05/25)10,980,553 10,937,982 10,980,553 
10,980,553 10,937,982 10,980,553 
Command Alkon (Project Potter Buyer, LLC) (2.6%)*(4) (5) (6) (7)
SoftwareFirst Lien Senior Secured Term Loan (LIBOR + 8.25%, 9.3% Cash, Acquired 05/21, Due 04/27)11,940,475 11,698,853 11,723,887 
11,940,475 11,698,853 11,723,887 
Contabo Finco S.À R.L (0.1%)*(3) (4) (5) (6) (13)
Internet Software & ServicesFirst Lien Senior Secured Term Loan (EURIBOR + 4.75%, 4.8% Cash, Acquired 05/21, Due 10/26)350,099 352,485 345,655 
350,099 352,485 345,655 
Cosmelux International (0.3%)*(3) (4) (5) (6) (14)
Commodity ChemicalsFirst Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 05/21, Due 07/24)1,185,901 1,191,370 1,171,670 
1,185,901 1,191,370 1,171,670 
Crash Champions (0.5%)*(5) (6) (9)
AutomotiveFirst Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 05/21, Due 08/25)2,367,559 2,269,147 2,266,092 
2,367,559 2,269,147 2,266,092 
CW Group Holdings, LLC (0.9%)*(4) (5) (6) (7)
High Tech IndustriesFirst Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 05/21, Due 01/27)4,149,205 4,057,723 4,149,205 
4,149,205 4,057,723 4,149,205 
Dart Buyer, Inc. (0.5%)*(4) (5) (6) (9)
Aerospace & DefenseFirst Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 04/25)2,223,234 2,205,952 2,209,866 
2,223,234 2,205,952 2,209,866 
Davaso Holding Germany GMBH (0.3%)*(3) (4) (5) (6) (13)
Insurance BrokersFirst Lien Senior Secured Term Loan (EURIBOR + 5.0%, 5.0% Cash, Acquired 05/21, Due 06/25)1,417,543 1,430,923 1,417,543 
1,417,543 1,430,923 1,417,543 
Direct Travel, Inc. (1.1%)*(5) (6) (9)
Lodging & CasinosFirst Lien Senior Secured Term Loan (LIBOR + 1.0%, 2.0% Cash, 7.5% PIK, Acquired 05/21, Due 10/23)5,467,594 4,350,414 4,554,506 
Super Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 05/21, Due 10/23)334,155 334,155 334,155 
5,801,749 4,684,569 4,888,661 
Discovery Education, Inc. (1.9%)*(4) (5) (6) (9)
PublishingFirst Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/21, Due 10/26)8,676,317 8,676,317 8,676,317 
8,676,317 8,676,317 8,676,317 
Dragon Bidco (0.1%)*(3) (4) (5) (6) (14)
High Tech IndustriesFirst Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 05/21, Due 04/28)592,950 588,941 578,127 
592,950 588,941 578,127 
DRB Holdings, LLC (1.2%)*(4) (5) (6) (7)
Industrial MachineryFirst Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 05/21, Due 10/23)5,683,165 5,629,357 5,677,482 
5,683,165 5,629,357 5,677,482 
DreamStart Bidco SAS (d/b/a SmartTrade) (0.2%)*(3) (4) (5) (6) (14)
Diversified Financial ServicesFirst Lien Senior Secured Term Loan (EURIBOR + 4.5%, 4.5% Cash, 1.25% PIK, Acquired 05/21, Due 03/27)854,944 850,436 837,341 
854,944 850,436 837,341 
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanSOFR + 5.25%, 8.2% Cash05/2107/25$10,924 $10,859 $10,924 1.0 %(5) (6) (7) (20)
10,924 10,859 10,924 
Accelerant HoldingsBanking, Finance, Insurance & Real EstateClass A Convertible Preferred Equity (5,000 shares)N/A01/22N/A5,000 5,302 0.5 %(6) (30)
5,000 5,302 
Acclime Holdings HK LimitedBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 9.6% Cash08/2107/275,165 5,041 5,010 0.5 %(3) (5) (6) (7) (10)
First Lien Senior Secured Term LoanLIBOR + 6.50%, 9.6% Cash08/2108/272,335 2,267 2,265 0.2 %(3) (5) (6) (7) (10)
7,500 7,308 7,275 
Accurus Aerospace CorporationAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 7.7% Cash04/2203/2813,382 13,194 13,213 1.2 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 7.7% Cash04/2203/28— (19)(17)— %(6) (7) (9)
Common Stock (262,573.98 shares)N/A04/22N/A262 264 — %(6) (30)
13,382 13,437 13,460 
AcogroupBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.8% Cash05/2110/261,175 1,446 1,145 0.1 %(3) (5) (6) (7) (14)
First Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.8% Cash03/2210/2625,157 27,593 24,503 2.3 %(3) (5) (6) (7) (14)
26,332 29,039 25,648 
Aesthetics Australia Group Pty Ltd (Laser Clinics Australia Group)Health Care ServicesFirst Lien Senior Secured Term LoanBBSY + 5.00%, 6.6% Cash05/2103/25658 793 654 0.1 %(3) (5) (6) (7) (17)
658 793 654 
Air Comm Corporation, LLCAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.4% Cash06/2107/2724,822 24,408 24,450 2.2 %(5) (6) (7) (9)
24,822 24,408 24,450 
AIT Worldwide Logistics Holdings, Inc.Transportation ServicesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 11.2% Cash05/2104/297,220 7,079 7,097 0.7 %(5) (6) (7) (9)
7,220 7,079 7,097 
Amalfi MidcoHealthcareSubordinated Loan Notes2.0% Cash, 9.0% PIK09/2209/284,439 4,451 4,443 0.4 %(3) (6)
Class B Common Stock (93,165,208 shares)N/A09/22N/A1,040 1,040 0.1 %(3) (6) (30)
Warrants (380,385.0 units)N/A09/22N/A4 — — %(3) (6) (30)
4,439 5,495 5,483 
Amtech LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.1% Cash11/2111/272,707 2,629 2,644 0.2 %(5) (6) (7) (8)
RevolverLIBOR + 5.50%, 8.0% Cash11/2111/2791 83 84 — %(6) (7) (8)
2,798 2,712 2,728 
AnalytiChem Holding GmbHChemicalsFirst Lien Senior Secured Term LoanBBSY + 6.50%, 9.0% Cash11/2112/281,284 1,424 1,255 0.1 %(3) (5) (6) (7) (16)
First Lien Senior Secured Term LoanEURIBOR + 6.50%, 6.5% Cash11/2111/284,565 5,017 4,462 0.4 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 6.50%, 6.5% Cash11/2112/281,566 1,824 1,530 0.1 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 6.50%, 9.7% Cash11/2112/28951 951 930 0.1 %(3) (5) (6) (7) (9)
First Lien Senior Secured Term LoanEURIBOR + 6.50%, 6.5% Cash04/2210/286,643 7,203 6,469 0.6 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 6.50%, 9.8% Cash06/2210/281,283 1,284 1,254 0.1 %(3) (5) (6) (7) (9)
RevolverEURIBOR + 6.50%, 6.5% Cash04/2210/23— (8)(9)— %(3) (6) (7) (13)
16,292 17,695 15,891 
9
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 20212022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Type of Investment(1)(2)
Principal
Amount		CostFair
Value
Dunn Paper, Inc. (0.5%)*(4) (5) (6) (7)
Forest Products & PaperSecond Lien Senior Secured Term Loan (LIBOR + 8.75%, 9.8% Cash, Acquired 05/21, Due 08/23)$2,481,025 $2,443,501 $2,426,442 
2,481,025 2,443,501 2,426,442 
Entact Environmental Services, Inc. (0.4%)*(4) (5) (6) (9)
Environmental IndustriesFirst Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 12/25)1,869,375 1,851,165 1,854,065 
1,869,375 1,851,165 1,854,065 
EPS NASS Parent, Inc. (0.4%)*(4) (5) (6) (9)
Electrical Components & EquipmentFirst Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 04/21, Due 04/28)2,087,148 2,041,960 2,041,231 
2,087,148 2,041,960 2,041,231 
ERES Group (0.1%)*(3) (4) (5) (6) (13)
Banking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term Loan (EURIBOR + 5.0%, 5.0% Cash, Acquired 05/21, Due 07/26)355,770 362,280 355,770 
355,770 362,280 355,770 
F24 (Stairway BidCo Gmbh) (0.1%)*(3) (4) (5) (6) (13)
Software ServicesFirst Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 05/21, Due 08/27)394,614 401,834 394,121 
394,614 401,834 394,121 
Findex Group Limited (0.2%)*(3) (4) (5) (6) (17)
Banking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term Loan (BBSY + 5.25%, 5.5% Cash, Acquired 05/21, Due 05/24)873,908 898,504 873,908 
873,908 898,504 873,908 
Fineline Technologies, Inc. (0.8%)*(4) (5) (6) (9)
Consumer ServicesFirst Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/21, Due 02/28)3,496,683 3,428,344 3,448,987 
3,496,683 3,428,344 3,448,987 
FitzMark Buyer, LLC (0.9%)*(4) (5) (6) (9)
Cargo & TransportationFirst Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/21, Due 12/26)4,324,529 4,247,954 4,298,582 
4,324,529 4,247,954 4,298,582 
Flavor Producers, LLC. (0.2%)*(4) (5) (6) (9)
Packaged Foods & MeatsFirst Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, 1.0% PIK, Acquired 05/21, Due 12/23)890,621 852,481 872,809 
890,621 852,481 872,809 
Foundation Risk Partners, Corp. (0.8%)*(4) (5) (6) (9)
Financial ServicesFirst Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/21, Due 11/23)3,387,603 3,346,155 3,317,707 
Second Lien Senior Secured Term Loan (LIBOR + 8.50%, 9.5% Cash, Acquired 05/21, Due 11/24)411,012 393,557 411,012 
3,798,615 3,739,712 3,728,719 
FragilePak LLC (2.2%)*(4) (5) (6)
Transportation Services
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 05/27)(9)
9,297,011 8,918,615 8,913,509 
Partnership Units (929.7 units, Acquired 05/21)929,701 929,700 
9,297,011 9,848,316 9,843,209 
GC EOS Buyer, Inc. (2.0%)*(4) (5) (6) (7)
Auto Parts & EquipmentSecond Lien Senior Secured Term Loan (LIBOR + 8.5%, 8.6% Cash, Acquired 05/21, Due 08/26)9,325,411 9,151,993 9,250,808 
9,325,411 9,151,993 9,250,808 
Glacis Acquisition S.A.R.L. (0.3%)*(3) (4) (5) (6) (14)
Transportation ServicesFirst Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 05/21, Due 07/23)1,351,190 1,375,914 1,351,190 
1,351,190 1,375,914 1,351,190 
Golden West Packaging Group LLC (0.5%)*(4) (5) (6) (7)
Paper PackagingFirst Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.3% Cash, Acquired 05/21, Due 06/23)2,316,987 2,316,987 2,316,987 
2,316,987 2,316,987 2,316,987 
Graphpad Software, LLC (2.4%)*(4) (5) (6) (9)
Internet Software & ServicesFirst Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 05/21, Due 4/27)11,097,487 11,097,487 11,097,487 
11,097,487 11,097,487 11,097,487 
Halo Technology Midco Limited (1.7%)*(4) (5) (6) (9)
TechnologyFirst Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 05/21, Due 06/27)8,017,478 7,905,020 7,904,978 
8,017,478 7,905,020 7,904,978 
Healthe Care Specialty Pty Ltd (0.2%)*(3) (4) (5) (6) (15)

Healthcare & PharmaceuticalsFirst Lien Senior Secured Term Loan (BBSY + 4.75%, 5.3% Cash, Acquired 05/21, Due 10/24)1,133,688 1,138,501 1,101,944 
1,133,688 1,138,501 1,101,944 
Heartland, LLC (0.3%)*(4) (5) (6) (9)
Commercial Services & SuppliesFirst Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/21, Due 08/25)1,524,228 1,505,547 1,524,228 
1,524,228 1,505,547 1,524,228 
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Anju Software, Inc.Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 7.25%, 10.4% Cash05/2102/25$1,421 $1,417 $1,211 0.1 %(5) (6) (7) (8)
1,421 1,417 1,211 
APC1 HoldingDiversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 6.1% Cash07/2207/291,763 1,772 1,701 0.2 % (3) (5) (6) (7) (13)
1,763 1,772 1,701 
Apex Bidco LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSONIA + 6.25%, 8.4% Cash05/2101/27377 470 377 — %(3) (5) (6) (7) (22)
377 470 377 
APOG Bidco Pty LtdHealthcareSecond Lien Senior Secured Term LoanBBSY + 7.25%, 9.9% Cash04/2203/301,042 1,190 1,025 0.1 %(3) (5) (6) (7) (15)
1,042 1,190 1,025 
Aptus 1829. GmbHChemicals, Plastics, & RubberFirst Lien Senior Secured Term LoanEURIBOR + 7.00%, 7.0% Cash09/2109/274,744 5,552 4,635 0.4 %(3) (5) (6) (7) (13)
Preferred Stock (14 shares)N/A09/21N/A122 108 — %(3) (6) (30)
Common Stock (49 shares)N/A09/21N/A12 13 — %(3) (6) (30)
4,744 5,686 4,756 
Apus Bidco LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSONIA + 5.50%, 7.2% Cash05/2103/281,061 1,309 1,037 0.1 %(3) (5) (6) (7) (23)
1,061 1,309 1,037 
AQA Acquisition Holding, Inc.High Tech IndustriesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 10.6% Cash05/2103/297,460 7,281 7,359 0.7 %(5) (6) (7) (9)
7,460 7,281 7,359 
Aquavista Watersides 2 LTDTransportation ServicesFirst Lien Senior Secured Term LoanSONIA + 6.00%, 6.9% Cash12/2112/282,309 2,690 2,258 0.2 %(3) (5) (6) (7) (23)
First Lien Senior Secured Term LoanSONIA + 6.00%, 6.9% Cash12/2112/24— (32)(26)— %(3) (5) (6) (7) (23)
Second Lien Senior Secured Term LoanSONIA + 10.5% PIK12/2112/28609 708 596 0.1 %(3) (6) (7) (23)
2,918 3,366 2,828 
Arc EducationConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash07/2207/295,643 5,580 5,415 0.5 %(3) (5) (6) (7) (13)
5,643 5,580 5,415 
ArchimedeConsumer ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.5% Cash05/2110/2713,225 14,221 12,895 1.2 %(3) (5) (6) (7) (14)
13,225 14,221 12,895 
Argus Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSONIA + 5.75%, 7.9% Cash07/2207/292,967 3,024 2,837 0.3 %(3) (5) (6) (7) (22)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 6.9% Cash07/2207/29565 566 549 0.1 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 6.9% Cash08/2207/291,747 1,823 1,699 0.2 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 6.9% Cash09/2207/29601 615 584 0.1 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR+ 5.75%, 9.4% Cash07/2207/29259 252 252 — %(3) (5) (6) (7) (9)
Subordinated Term Loan10.5% PIK07/2207/29908 938 883 0.1 %(3) (6)
Preferred Stock (83,120 shares)10.0% PIK07/22N/A98 93 — %(3) (6)
Equity Loan Notes (83,120 units)10.0% PIK07/22N/A98 93 — %(3) (6)
Common Stock (929 shares)N/A07/22N/A1 1 — %(3) (6) (30)
7,047 7,415 6,991 
Armstrong Transport Group (Pele Buyer, LLC)Air Freight & LogisticsFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 7.6% Cash05/2106/244,040 3,989 3,992 0.4 %(5) (6) (7) (8)
4,040 3,989 3,992 
10
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 20212022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Type of Investment(1)(2)
Principal
Amount		CostFair
Value
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.)) (1.4%)*(3) (4) (5) (6) (14)
InsuranceFirst Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/21, Due 09/26)$6,869,339 $6,821,307 $6,623,628 
6,869,339 6,821,307 6,623,628 
HemaSource, Inc. (1.9%)*(4) (5) (6) (9)
Health Care DistributorsFirst Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 07/23)8,517,268 8,437,181 8,517,268 
8,517,268 8,437,181 8,517,268 
Home Care Assistance, LLC (0.3%)*(4) (5) (6) (9)
Healthcare & PharmaceuticalsFirst Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 03/27)1,263,197 1,232,491 1,234,499 
1,263,197 1,232,491 1,234,499 
HW Holdco, LLC (Hanley Wood LLC) (1.3%)*(4) (5) (6) (9)
AdvertisingFirst Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 05/21, Due 12/24)6,129,954 6,106,296 6,129,954 
6,129,954 6,106,296 6,129,954 
Hyperion Materials & Technologies, Inc. (0.5%)*(4) (5) (6) (9)
Industrial MachineryFirst Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 05/21, Due 08/26)2,263,487 2,250,207 2,254,727 
2,263,487 2,250,207 2,254,727 
IGL Holdings III Corp. (0.5%)*(4) (5) (6) (9)
Commercial PrintingFirst Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 11/26)2,223,287 2,223,287 2,223,287 
2,223,287 2,223,287 2,223,287 
IM Square (0.3%)*(3) (4) (5) (6) (13)
Banking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/21, Due 05/28)1,660,261 1,553,467 1,523,289 
1,660,261 1,553,467 1,523,289 
Image International Intermediate Holdco II, LLC (1.0%)*(4) (5) (6) (9)
Non-durable Consumer GoodsFirst Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 07/23)4,791,895 4,791,895 4,791,895 
4,791,895 4,791,895 4,791,895 
IMIA Holdings, Inc. (2.2%)*(4) (5) (6) (9)
Aerospace & DefenseFirst Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 05/21, Due 04/27)10,423,726 10,219,197 10,215,251 
10,423,726 10,219,197 10,215,251 
Innovad Group II BV (0.2%)*(3) (4) (5) (6) (13)
Beverage, Food & TobaccoFirst Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 05/21, Due 04/28)1,032,897 1,018,404 999,543 
1,032,897 1,018,404 999,543 
INOS 19-090 GmbH (0.2%)*(3) (4) (5) (6) (13)
Aerospace & DefenseFirst Lien Senior Secured Term Loan (EURIBOR + 6.1%, 6.1% Cash, Acquired 05/21, Due 12/27)725,692 719,363 709,444 
725,692 719,363 709,444 
Ipsen International Holding GmbH (0.2%)*(3) (5) (6) (14)
Capital EquipmentFirst Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, 0.5% PIK, Acquired 05/21, Due 08/24)1,273,193 1,130,470 1,119,523 
1,273,193 1,130,470 1,119,523 
Iridium Bidco Limited (0.2%)*(3) (4) (5) (6) (12)
Radio & TelevisionFirst Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 6.0% Cash, Acquired 05/21, Due 09/23)332,713 331,873 323,397 
First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 6.0% Cash, 1.5% PIK, Acquired 05/21, Due 09/23)706,061 709,247 686,291 
1,038,774 1,041,120 1,009,688 
Isolstar Holding NV (IPCOM) (0.2%)*(3) (4) (5) (6) (13)
Trading Companies & DistributorsFirst Lien Senior Secured Term Loan (EURIBOR + 5.0%, 5.0% Cash, Acquired 05/21, Due 06/25)964,761 972,197 964,761 
964,761 972,197 964,761 
ISS#2, LLC (d/b/a Industrial Services Solutions) (0.3%)*(5) (6) (10)
Commercial Services & SuppliesFirst Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 05/21, Due 02/26)1,631,146 1,460,774 1,489,237 
1,631,146 1,460,774 1,489,237 
Jade Bidco Limited (Jane's) (0.3%)*(3) (4) (5) (6)
Aerospace & Defense
First Lien Senior Secured Term Loan (EURIBOR + 4.5%, 4.5% Cash, 2.0% PIK, Acquired 05/21, Due 12/26)(14)
219,952 221,795 217,196 
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 4.8% Cash, 2.0% PIK, Acquired 05/21, Due 12/26)(10)
1,162,630 1,151,271 1,148,065 
1,382,582 1,373,066 1,365,261 
Jeeves Information Systems AB (1.0%)*(3) (4) (5) (6)
High Tech Industries
First Lien Senior Secured Term Loan (STIBOR + 5.25%, 5.8% Cash, Acquired 05/21, Due 12/22)(19)
177,823 180,819 177,823 
First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/21, Due 12/22)(14)
4,482,736 4,457,132 4,421,628 
First Lien Senior Secured Term Loan (CHF LIBOR + 5.25%, 5.8% Cash, Acquired 05/21, Due 12/22)(22)
197,292 200,657 197,292 
4,857,851 4,838,608 4,796,743 
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
ASC Communications, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.00%, 8.0% Cash07/2207/27$12,966 $12,755 $12,747 1.2 %(5) (6) (7) (18)
Class A Units (15,285.8 units)N/A07/22N/A320 320 — %(6) (30)
12,966 13,075 13,067 
ASPEQ Heating Group LLCBuilding Products, Air & HeatingFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.4% Cash05/2111/251,602 1,593 1,601 0.1 %(5) (6) (7) (8)
1,602 1,593 1,601 
Astra Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.75%, 8.2% Cash11/2111/282,211 2,550 2,128 0.2 %(3) (5) (6) (7) (22)
2,211 2,550 2,128 
Audio Precision, Inc.High Tech IndustriesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.2% Cash05/2110/242,465 3,013 2,438 0.2 %(5) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 9.7% Cash05/2110/244,944 4,905 4,891 0.4 %(5) (6) (7) (9)
7,409 7,918 7,329 
Auxi InternationalCommercial FinanceFirst Lien Senior Secured Term LoanEURIBOR + 7.25%, 9.1% Cash05/2112/26294 358 259 — %(3) (5) (6) (7) (14)
294 358 259 
Avalign Holdings, Inc.Health Care SuppliesFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 7.6% Cash05/2112/251,795 1,792 1,732 0.2 %(5) (6) (7) (8)
 1,795 1,792 1,732 
Avance Clinical Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.50%, 9.1% Cash11/2111/272,647 2,815 2,559 0.2 %(3) (5) (6) (7) (17)
2,647 2,815 2,559 
AWP Group Holdings, Inc.Business ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 8.4% Cash05/2112/271,239 1,222 1,212 0.1 %(5) (6) (7) (9)
1,239 1,222 1,212 
Azalea Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.9% Cash11/2111/274,571 4,474 4,483 0.4 %(5) (6) (7) (9)
RevolverLIBOR + 5.25%, 8.9% Cash11/2111/27— (8)(8)— %(6) (7) (9)
Subordinated Term Loan12.0% PIK11/2105/281,349 1,326 1,330 0.1 %(6)
Common Stock (192,307.7 units)N/A11/21N/A192 143 — %(6) (30)
5,920 5,984 5,948 
Bariacum S.AConsumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 6.7% Cash11/2111/282,547 2,853 2,480 0.2 %(3) (5) (6) (7) (13)
2,547 2,853 2,480 
Benify (Bennevis AB)High Tech IndustriesFirst Lien Senior Secured Term LoanSTIBOR + 5.25%, 7.2% Cash05/2107/26320 423 320 — %(3) (5) (6) (7) (24)
320 423 320 
Bestop, Inc.Auto Parts & EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.25%, 9.5% Cash05/2101/253,673 3,667 3,552 0.3 %(5) (6) (7) (19)
3,673 3,667 3,552 
Beyond Risk Management, Inc.Other FinancialFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.2% Cash10/2110/272,560 2,498 2,493 0.2 %(5) (6) (7) (9)
2,560 2,498 2,493 
BidwaxNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanEURIBOR + 6.45%, 6.5% Cash05/2102/284,506 5,318 4,376 0.4 %(3) (5) (6) (7) (14)
4,506 5,318 4,376 
BigHand UK Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSONIA + 5.50%, 7.7% Cash05/2101/28349 429 343 — %(3) (5) (6) (7) (22)
First Lien Senior Secured Term LoanSOFR + 5.50%, 8.7% Cash05/2101/28322 317 317 — %(3) (6) (7) (19)
671 746 660 
Bounteous, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 7.5% Cash08/2108/278,396 8,211 8,219 0.8 %(5) (6) (7) (9)
8,396 8,211 8,219 
11
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 20212022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Type of Investment(1)(2)
Principal
Amount		CostFair
Value
Kano Laboratories LLC (0.3%)*(4) (5) (6) (9)
Chemicals, Plastics & RubberFirst Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 9/26)$1,565,098 $1,565,098 $1,565,098 
1,565,098 1,565,098 1,565,098 
Kestrel Midco Limited (0.3%)*(3) (4) (5) (6) (11)
Health Care DistributorsFirst Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 6.0% Cash, Acquired 05/21, Due 12/24)1,515,937 1,546,937 1,515,937 
1,515,937 1,546,937 1,515,937 
Kona Buyer, LLC (2.4%)*(4) (5) (6) (9)
High Tech IndustriesFirst Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 05/21, Due 12/27)11,032,809 10,838,446 10,807,806 
11,032,809 10,838,446 10,807,806 
KSLB Holdings, LLC (1.2%)*(4) (5) (6) (7)
Beverage, Food & TobaccoFirst Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 05/21, Due 07/25)6,071,828 5,717,959 5,707,518 
6,071,828 5,717,959 5,707,518 
LAC Intermediate, LLC (f/k/a Lighthouse Autism Center) (2.4%)*(4) (5) (6) (9)
Healthcare & PharmaceuticalsFirst Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 11/26)10,968,993 10,731,110 10,968,993 
10,968,993 10,731,110 10,968,993 
LAF International (0.1%)*(3) (4) (5) (6) (14)
Healthcare & PharmaceuticalsFirst Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 05/21, Due 03/28)592,950 593,127 582,644 
592,950 593,127 582,644 
Life Extension Institute, Inc. (1.7%)*(4) (5) (6) (7)
Healthcare & PharmaceuticalsFirst Lien Senior Secured Term Loan (LIBOR + 7.0%, 8.0% Cash, Acquired 05/21, Due 02/22)7,856,815 7,597,549 7,668,251 
7,856,815 7,597,549 7,668,251 
Listrac Bidco Limited (0.1%)*(3) (5) (6) (12)
Health CareFirst Lien Senior Secured Term Loan (GBP LIBOR + 1.0%, 1.0% Cash, 4.3% PIK, Acquired 05/21, Due 11/22)646,993 571,283 560,296 
646,993 571,283 560,296 
LivTech Purchaser, Inc. (0.4%)*(4) (5) (6) (9)
Business ServicesFirst Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/21, Due 12/25)1,625,231 1,603,672 1,606,820 
1,625,231 1,603,672 1,606,820 
Loftware, Inc. (2.4%)*(4) (5) (6) (9)
Application SoftwareFirst Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 05/21, Due 12/25)11,162,517 11,162,517 11,162,517 
11,162,517 11,162,517 11,162,517 
LSCS Holdings, Inc. (1.4%)*(4) (5) (6) (9)
Health CareSecond Lien Senior Secured Term Loan (LIBOR + 8.25%, 8.3% Cash, Acquired 05/21, Due 03/26)6,456,790 6,393,715 6,456,790 
6,456,790 6,393,715 6,456,790 
MC Group Ventures Corporation (0.1%)*(5)
Business ServicesPartnership Units (560 Units, Acquired 06/21)— 559,997 560,000 
— 559,997 560,000 
Media Recovery, Inc. (SpotSee) (0.2%)*(4) (5) (6) (11)
Containers, Packaging & GlassFirst Lien Senior Secured Term Loan (GBP LIBOR + 6.0%, 7.0% Cash, Acquired 05/21, Due 11/25)972,410 975,283 964,455 
972,410 975,283 964,455 
Medplast Holdings, Inc. (1.9%)*(4) (6) (7)
Health CareSecond Lien Senior Secured Term Loan (LIBOR + 7.75%, 7.8% Cash, Acquired 05/21, Due 07/26)9,325,412 8,515,725 8,789,201 
9,325,412 8,515,725 8,789,201 
Mertus 522. GmbH (0.1%)*(3) (4) (5) (6) (14)
Health CareFirst Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 05/21, Due 05/26)456,839 433,379 426,230 
456,839 433,379 426,230 
Metis BidCo Pty Limited (0.1%)*(3) (4) (5) (6) (16)
Business Equipment & ServicesFirst Lien Senior Secured Term Loan (BBSY + 5.25%, 5.3% Cash, Acquired 05/21, Due 04/26)356,579 368,025 356,579 
356,579 368,025 356,579 
Midnite Air Corp. (0.8%)*(4) (5) (6) (9)
Air Freight & LogisticsFirst Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/21, Due 07/24)3,589,098 3,471,954 3,538,851 
3,589,098 3,471,954 3,538,851 
Modern Star Holdings Bidco Pty Limited. (0.1%)*(3) (4) (5) (6) (15)
Non-durable Consumer GoodsFirst Lien Senior Secured Term Loan (BBSY + 6.25%, 6.8% Cash, Acquired 05/21, Due 12/26)622,048 621,675 613,694 
622,048 621,675 613,694 
Murphy Midco Limited (0.1%)*(3) (4) (5) (6) (11)
Media, Diversified & ProductionFirst Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.6% Cash, Acquired 05/21, Due 11/27)610,497 601,533 592,589 
610,497 601,533 592,589 
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Bridger Aerospace Group Holdings, LLCEnvironmental IndustriesMunicipal Revenue Bond11.5% Cash07/2209/27$32,980 $32,980 $34,308 3.2 %
Preferred Stock- Series C (17,725 shares)7.0% PIK07/22N/A16,900 16,900 1.6 %(6)
32,980 49,880 51,208 
Brightline Trains Florida LLCTransportationSenior Secured Note8.0% Cash08/2101/288,000 8,000 7,500 0.7 %(6)
8,000 8,000 7,500 
Brightpay LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 5.1% Cash10/2110/282,567 2,946 2,521 0.2 %(3) (5) (6) (7) (13)
2,567 2,946 2,521 
BrightSign LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.1% Cash10/2110/2710,607 10,515 10,535 1.0 %(5) (6) (7) (9)
RevolverLIBOR + 5.50%, 9.1% Cash10/2110/27— 924 1,039 0.1 %(6) (7) (9)
LLC Units (923,857.7 units)N/A10/21N/A(10)(8)— %(6) (30)
10,607 11,429 11,566 
British Engineering Services Holdco LimitedCommercial Services & SuppliesFirst Lien Senior Secured Term LoanSONIA + 7.00%, 9.2% Cash05/2112/276,378 7,381 6,196 0.6 %(3) (5) (6) (7) (21)
6,378 7,381 6,196 
Bucharest Midco LimitedHotel, Gaming & LeisureFirst Lien Senior Secured GBP Term Loan7.00% Cash05/2107/26734 809 627 0.1 %(3) (6)
First Lien Senior Secured USD Term Loan7.00% Cash05/2107/26175 154 149 — %(3) (6)
909 963 776 
Burgess Point Purchaser CorporationAuto Parts & EquipmentSecond Lien Senior Secured Term LoanSOFR + 9.00%, 12.2% Cash07/2207/304,545 4,367 4,364 0.4 %(5) (6) (7) (18)
LP Units (455 units)N/A07/22N/A455 409 — %(6) (30)
4,545 4,822 4,773 
BVI Medical, Inc.HealthcareSecond Lien Senior Secured Term LoanEURIBOR + 9.50%, 10.7% Cash06/2206/265,402 5,578 5,204 0.5 %(5) (6) (7) (13)
5,402 5,578 5,204 
CAi Software, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 9.9% Cash12/2112/289,012 8,848 8,831 0.8 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 8.7% Cash07/2212/281,380 1,354 1,353 0.1 %(5) (6) (7) (9)
RevolverLIBOR + 6.25%, 9.9% Cash12/2112/28— (17)(19)— %(6) (7) (9)
10,392 10,185 10,165 
Canadian Orthodontic Partners Corp.HealthcareFirst Lien Senior Secured Term LoanCDOR + 7.00%, 9.7% Cash, 0.50% PIK06/2103/264,057 4,567 3,896 0.4 %(3) (5) (6) (7) (25)
Class A Equity (500,000 units)N/A05/22N/A389 364 — %(3) (6) (30)
Class C - Warrants (74,712.64 units)N/A05/22N/A— — — %(3) (6) (30)
4,057 4,956 4,260 
Caribou Holding Company, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 7.64%, 10.1% Cash04/2204/273,907 3,852 3,857 0.4 %(3) (5) (6) (7) (19)
LLC Units (616,844 units)N/A04/22N/A617 595 0.1 %(3) (6) (30)
3,907 4,469 4,452 
Carlson Travel, IncBusiness Travel ManagementCommon Stock (125,349 shares)N/A06/22N/A2,538 1,065 0.1 %(5) (30)
2,538 1,065 
Centralis Finco S.a.r.l.Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.6% Cash05/2104/27404 422 384 — %(3) (5) (6) (7) (13)
404 422 384 
12
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 20212022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Type of Investment(1)(2)
Principal
Amount		CostFair
Value
Music Reports, Inc. (0.2%)*(4) (5) (6) (7)
Media & EntertainmentFirst Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 05/21, Due 08/26)$1,100,418 $1,089,653 $1,100,418 
1,100,418 1,089,653 1,100,418 
Navia Benefit Solutions, Inc. (0.9%)*(4) (5) (6) (9)
Healthcare & PharmaceuticalsFirst Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 05/21, Due 02/27)4,064,728 3,949,234 3,961,312 
4,064,728 3,949,234 3,961,312 
NeoxCo (0.1%)*(3) (4) (5)
Internet Software & Services
First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 05/21, Due 05/25)(6) (14)
260,284 257,845 254,297 
Second Lien Senior Secured Term Loan (12.5% PIK, Acquired 05/21, Due 08/25)36,904 36,271 35,871 
297,188 294,116 290,168 
Net Health Acquisition Corp. (2.4%)*(4) (5) (6) (9)
Health Care TechnologyFirst Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 12/25)11,161,848 10,949,377 10,963,210 
11,161,848 10,949,377 10,963,210 
NEWCO AH (0.3%)*(3) (4) (5) (6) (14)
PharmaceuticalsFirst Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 05/21, Due 10/25)1,334,138 1,351,504 1,331,232 
1,334,138 1,351,504 1,331,232 
Niacet B.V. (0.7%)*(4) (5) (6) (13)
Commodity ChemicalsSecond Lien Senior Secured Term Loan (EURIBOR + 8.75%, 9.8% Cash, Acquired 05/21, Due 08/24)3,089,313 3,145,839 3,089,313 
3,089,313 3,145,839 3,089,313 
Novotech Aus Bidco Pty Ltd (0.3%)*(3) (4) (5) (6) (15)
PublishingFirst Lien Senior Secured Term Loan (BBSY + 5.5%, 6.0% Cash, Acquired 05/21, Due 09/23)1,376,825 1,414,297 1,376,825 
1,376,825 1,414,297 1,376,825 
OG III B.V. (2.6%)*(3) (4) (5) (6) (13)
Containers & Glass ProductsFirst Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 06/21, Due 06/28)12,327,172 12,228,056 11,956,524 
12,327,172 12,228,056 11,956,524 
Omni Intermediate Holdings, LLC (1.5%)*(4) (5) (6) (7)
TransportationFirst Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 12/26)6,831,481 6,647,471 6,660,694 
6,831,481 6,647,471 6,660,694 
Opale Group (In'Tech Medical) (0.1%)*(3) (4) (5) (6)
Health Care Equipment
First Lien Senior Secured Term Loan (EURIBOR + 3.75%, 4.0% Cash, 1.5% PIK, Acquired 05/21, Due 07/25)(14)
58,389 59,457 58,389 
First Lien Senior Secured Term Loan (LIBOR + 3.75%, 4.0% Cash, 1.5% PIK, Acquired 05/21, Due 07/25)(10)
540,574 540,175 540,574 
598,963 599,632 598,963 
Options Technology Ltd. (0.6%)*(3) (4) (5) (6) (9)
Computer ServicesFirst Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 05/21, Due 12/25)2,922,279 2,889,273 2,898,901 
2,922,279 2,889,273 2,898,901 
Oracle Vision Bidco Limited (0.3%)*(3) (4) (5) (6) (21)
HealthcareFirst Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 06/21, Due 05/28)1,532,259 1,519,349 1,486,291 
1,532,259 1,519,349 1,486,291 
Origin Bidco Limited (0.2%)*(3) (4) (5) (6)
Technology
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 06/21, Due 06/28)(9)
597,094 580,789 580,674 
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 06/21, Due 06/28)(13)
393,386 393,177 382,568 
990,480 973,966 963,242 
Pacific Health Supplies Bidco Pty Limited (0.2%)*(3) (4) (5) (6) (16)
Healthcare & PharmaceuticalsFirst Lien Senior Secured Term Loan (BBSY + 6.0%, 6.5% Cash, Acquired 05/21, Due 12/25)1,107,469 1,110,995 1,078,588 
1,107,469 1,110,995 1,078,588 
Panther Bidco Pty Ltd (Junior Adventures Group) (0.2%)*(3) (4) (5) (6) (17)
Consumer ServicesFirst Lien Senior Secured Term Loan (BBSY + 4.25%, 5.3% Cash, Acquired 05/21, Due 06/23)730,279 747,932 729,549 
730,279 747,932 729,549 
Pare SAS (SAS Maurice MARLE) (0.2%)*(3) (4) (5) (6) (14)
Health Care EquipmentFirst Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, 1.0% PIK, Acquired 05/21, Due 12/26)948,720 956,621 929,746 
948,720 956,621 929,746 
Patriot Growth Insurance Services, LLC (2.5%)*(4) (5) (6) (9)
Independent Power Producers & Energy TradersFirst Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.5% Cash, Acquired 05/21, Due 01/25)2,407,907 2,407,907 2,407,907 
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 01/25)9,183,098 8,868,099 9,114,496 
11,591,005 11,276,006 11,522,403 
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Ceres Pharma NVPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 5.5% Cash10/2110/28$2,819 $3,205 $2,733 0.3 %(3) (5) (6) (7) (13)
2,819 3,205 2,733 
CGI Parent, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 7.8% Cash02/2202/2817,751 17,428 17,471 1.6 %(5) (6) (7) (9)
RevolverLIBOR + 5.50%, 7.8% Cash02/2202/28— (30)(26)— %(6) (7) (9)
Preferred Stock (551 shares)N/A02/22N/A551 955 0.1 %(6) (7) (30)
17,751 17,949 18,400 
Chambers Global Holdings LimitedData Processing & Outsourced ServicesFirst Lien Senior Secured Term LoanSONIA + 5.25, 7.4% Cash05/2101/261,067 1,331 1,052 0.1 %(3) (5) (6) (7) (22)
1,067 1,331 1,052 
Classic Collision (Summit Buyer, LLC)Auto Collision Repair CentersFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.9% Cash05/2101/2618,578 18,196 18,156 1.7 %(5) (6) (7) (10)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 9.9% Cash05/2104/26938 919 922 0.1 %(5) (6) (7) (10)
19,516 19,115 19,078 
CM Acquisitions Holdings Inc.Internet & Direct MarketingFirst Lien Senior Secured Term LoanPrime + 3.75%, 8.5% Cash05/2105/251,118 1,115 1,089 0.1 %(5) (6) (7) (29)
First Lien Senior Secured Term LoanSOFR + 4.75%, 7.1% Cash05/2105/259,751 9,724 9,497 0.9 %(5) (6) (7) (19)
10,869 10,839 10,586 
Coastal Marina Holdings, LLCOther FinancialSubordinated Term Loan10.0% PIK11/2111/312,575 2,368 2,339 0.2 %(6)
Subordinated Term Loan8.0% Cash11/2111/316,522 5,956 5,915 0.5 %(6)
LLC Units (1,013,978 units)N/A11/21N/A4,547 5,095 0.5 %(6) (30)
9,097 12,871 13,349 
Cobham Slip Rings SASDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 9.9% Cash11/2111/283,091 3,025 3,005 0.3 %(3) (5) (6) (7) (9)
3,091 3,025 3,005 
Command Alkon (Project Potter Buyer, LLC)SoftwareFirst Lien Senior Secured Term LoanSOFR + 7.75%, 10.0% Cash05/2104/2711,790 11,592 11,536 1.1 % (5) (6) (7) (18)
11,790 11,592 11,536 
Compass Precision, LLCAerospace & DefenseSenior Subordinated Term Loan11.0% Cash, 1.0% PIK04/2210/25377 370 370 — %(5) (6)
LLC Units (46,085.6 units)N/A04/22N/A125 130 — %(6) (30)
377 495 500 
Comply365, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 8.4% Cash04/2204/287,150 7,016 7,029 0.6 %(5) (6) (7) (19)
RevolverSOFR + 5.50%, 8.4% Cash04/2204/28— (10)(9)— %(6) (7) (19)
7,150 7,006 7,020 
Contabo Finco S.À R.LInternet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.8% Cash11/2110/2621,113 23,973 21,104 1.9 %(3) (6) (7) (13)
21,113 23,973 21,104 
Core Scientific, Inc.TechnologyFirst Lien Senior Secured Term Loan13.0% Cash03/2203/2516,798 16,784 16,731 1.5 %(3) (6)
Common Stock (51,846 shares)N/A09/22N/A168 67 — %(3) (30)
16,798 16,952 16,798 
Cosmelux InternationalCommodity ChemicalsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash05/2107/24887 1,085 887 0.1 %(3) (5) (6) (7) (14)
887 1,085 887 
13
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 20212022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Type of Investment(1)(2)
Principal
Amount		CostFair
Value
Patriot New Midco 1 Limited (Forensic Risk Alliance) (0.2%)*(3) (4) (5) (6)
Diversified Financial Services
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 02/27)(9)
$534,420 $527,649 $528,007 
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 05/21, Due 02/27)(13)
476,147 478,722 470,434 
1,010,567 1,006,371 998,441 
PEGASUS TRANSTECH HOLDING, LLC (1.8%)*(4) (5) (6) (7)
TruckingFirst Lien Senior Secured Term Loan (LIBOR + 6.75%, 7.8% Cash, Acquired 05/21, Due 11/24)8,343,765 8,343,765 8,343,765 
8,343,765 8,343,765 8,343,765 
Perforce Software, Inc. (1.4%)*(4) (5) (6) (7)
Internet Software & ServicesSecond Lien Senior Secured Term Loan (LIBOR + 8.0%, 8.1% Cash, Acquired 05/21, Due 07/27)6,497,376 6,417,600 6,432,220 
6,497,376 6,417,600 6,432,220 
PerTronix, LLC (0.3%)*(4) (5) (6) (8)
AutomotiveFirst Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 05/21, Due 10/26)1,320,379 1,320,379 1,320,379 
1,320,379 1,320,379 1,320,379 
Philip Holdco 3 Pty Ltd (0.2%)*(3) (4) (5) (6) (16)
Healthcare & PharmaceuticalsFirst Lien Senior Secured Term Loan (BBSY + 5.25%, 5.8% Cash, Acquired 05/21, Due 06/25)1,047,455 1,081,080 1,047,455 
1,047,455 1,081,080 1,047,455 
Pilot Air Freight, LLC (2.1%)*(4) (5) (6) (9)
Transportation ServicesFirst Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 07/24)9,805,771 9,644,709 9,705,148 
9,805,771 9,644,709 9,705,148 
Premier Technical Services Group (Project Graphite) (0.2%)*(3) (4) (5) (6) (11)
Construction & EngineeringFirst Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 7.3% Cash, Acquired 05/21, Due 06/26)826,980 831,908 826,980 
826,980 831,908 826,980 
Premium Franchise Brands, LLC (2.4%)* (0.3%)*(4) (5) (6) (9)
Research & Consulting ServicesFirst Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 05/21, Due 12/26)11,162,517 10,963,443 11,073,217 
11,162,517 10,963,443 11,073,217 
Premium Invest (0.8%)*(3) (4) (5) (6) (13)
Brokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 06/21, Due 06/28)3,913,472 3,874,455 3,776,500 
3,913,472 3,874,455 3,776,500 
Professional Datasolutions, Inc. (PDI) (2.6%)*(4) (5) (6) (9)
Application SoftwareFirst Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 05/21, Due 10/24)11,910,869 11,845,454 11,761,984 
11,910,869 11,845,454 11,761,984 
Protego Bidco B.V. (0.1%)*(3) (4) (5) (6) (13)
Aerospace & DefenseFirst Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/21, Due 03/27)47,226 45,276 47,226 
First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 05/21, Due 03/28)519,483 504,891 505,032 
566,709 550,167 552,258 
PSC UK Pty Ltd. (0.1%)*(3) (4) (5) (6) (11)
Insurance ServicesFirst Lien Senior Secured Term Loan (GBP LIBOR + 6.0%, 6.5% Cash, Acquired 05/21, Due 10/24)398,952 399,861 390,889 
398,952 399,861 390,889 
Questel Unite (0.2%)*(3) (4) (5) (6)
Business Services
First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 05/21, Due 12/27)(13)
129,772 126,983 128,349 
First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.8% Cash, Acquired 05/21, Due 12/27)(9)
1,000,000 985,743 996,000 
1,129,772 1,112,726 1,124,349 
Radwell International, LLC (2.4%)*(4) (5) (6) (9)
WholesaleFirst Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/21, Due 12/26)11,167,690 10,970,911 10,985,489 
11,167,690 10,970,911 10,985,489 
Recovery Point Systems, Inc. (0.5%)*(4) (5) (6) (9)
TechnologyFirst Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.5% Cash, Acquired 05/21, Due 07/26)2,466,634 2,466,634 2,466,634 
2,466,634 2,466,634 2,466,634 
Renaissance Holding Corp. (2.0%)*(4) (6) (7)
Application SoftwareSecond Lien Senior Secured Term Loan (LIBOR + 7.0%, 7.1% Cash, Acquired 05/21, Due 05/26)9,325,412 9,298,992 9,316,087 
9,325,412 9,298,992 9,316,087 
REP SEKO MERGER SUB LLC (1.3%)*(4) (5) (6) (9)

Air Freight & LogisticsFirst Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 12/26)6,097,493 6,089,107 6,097,493 
6,097,493 6,089,107 6,097,493 
Resa Power, LLC (0.7%)*(4) (5) (6) (7)
Electric UtilitiesFirst Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 09/22)3,156,217 3,119,451 3,133,918 
3,156,217 3,119,451 3,133,918 
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Coyo Uprising GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 3.25%, 3.3% Cash, 3.5% PIK09/2109/28$8,573 $9,979 $8,401 0.8 %(3) (5) (6) (7) (14)
Class A Units (531 units)N/A09/21N/A248 215 — %(3) (6) (30)
Class B Units (231 units)N/A09/21N/A538 516 — %(3) (6) (30)
8,573 10,765 9,132 
CVL 3Capital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 5.5% Cash12/2112/283,723 4,192 3,648 0.3 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanSOFR + 5.50%, 9.1% Cash12/2112/282,480 2,424 2,431 0.2 %(3) (5) (6) (7) (19)
6,203 6,616 6,079 
CW Group Holdings, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 8.5% Cash05/2101/274,108 4,035 3,988 0.4 %(5) (6) (7) (8)
4,108 4,035 3,988 
DecksDirect, LLCBuilding MaterialsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 9.1% Cash12/2112/26700 688 689 0.1 %(5) (6) (7) (8)
RevolverLIBOR + 6.00%, 9.1% Cash12/2112/26— (4)(3)— %(6) (7) (8)
Common Stock (1,280.8 shares)N/A12/21N/A55 51 — %(6) (30)
700 739 737 
Direct Travel, Inc.Lodging & CasinosFirst Lien Senior Secured Term LoanLIBOR + 8.00%, 11.5% Cash05/2110/235,711 5,067 5,209 0.5 %(6) (7) (9)
Super Senior Secured Term LoanLIBOR + 6.00%, 9.0% Cash05/2110/23374 374 374 — %(6) (7) (9)
6,085 5,441 5,583 
Dragon BidcoTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 6.8% Cash05/2104/281,175 1,335 1,152 0.1 %(3) (5) (6) (7) (14)
1,175 1,335 1,152 
DreamStart Bidco SAS (d/b/a SmartTrade)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.1% Cash05/2103/27783 944 780 0.1 %(3) (5) (6) (7) (13)
783 944 780 
Dune GroupHealth Care EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.4% Cash09/2109/284,825 4,750 4,768 0.4 %(3) (5) (6) (7) (9)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 6.9% Cash09/2109/28275 273 255 — %(3) (5) (6) (7) (13)
5,100 5,023 5,023 
Dunlipharder B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 8.8% Cash06/2206/281,000 986 986 0.1 %(3) (5) (6) (7) (18)
1,000 986 986 
Dwyer Instruments, Inc.ElectricFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 7.8% Cash07/2107/27987 979 967 0.1 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 5.50%, 8.4% Cash07/2107/2724,483 23,946 23,904 2.2 %(5) (6) (7) (9)
25,470 24,925 24,871 
Echo Global Logistics, Inc.Air TransportationSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 9.8% Cash11/2111/2916,433 16,168 15,759 1.4 %(5) (6) (7) (9)
Partnership Equity (448.2 units)N/A11/21N/A448 641 0.1 %(6) (30)
16,433 16,616 16,400 
Ellkay, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 9.5% Cash09/2109/275,785 5,686 5,710 0.5 %(5) (6) (7) (9)
5,785 5,686 5,710 
EMI Porta Holdco LLCDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.5% Cash12/2112/2718,828 18,344 18,117 1.7 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 9.5% Cash12/2112/27773 729 707 0.1 %(6) (7) (9)
19,601 19,073 18,824 
14
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 20212022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Type of Investment(1)(2)
Principal
Amount		CostFair
Value
Resonetics, LLC (1.1%)*(4) (5) (6) (9)
Health Care EquipmentSecond Lien Senior Secured Term Loan (LIBOR + 7.0%, 7.8% Cash, Acquired 05/21, Due 04/29)$5,365,277 $5,259,335 $5,257,971 
5,365,277 5,259,335 5,257,971 
Retriever Medical/Dental Payments LLC (0.4%)*(4) (5) (6) (9)
Health Care TechnologyFirst Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 02/23)1,956,863 1,956,863 1,956,863 
1,956,863 1,956,863 1,956,863 
RevSpring, Inc. (0.6%)*(4) (5) (6) (7)
Business ServicesSecond Lien Senior Secured Term Loan (LIBOR + 8.25%, 8.4% Cash, Acquired 05/21, Due 10/26)2,555,674 2,503,093 2,555,674 
2,555,674 2,503,093 2,555,674 
Reward Gateway (UK) Ltd (0.2%)*(3) (4) (5) (6) (12)
Precious Metals & MineralsFirst Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 6.0% Cash, Acquired 05/21, Due 05/24)799,824 816,179 799,824 
799,824 816,179 799,824 
ROI Solutions LLC (1.7%)*(4) (5) (6) (9)
Business ServicesFirst Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 08/24)7,906,006 7,906,006 7,906,006 
7,906,006 7,906,006 7,906,006 
RPX Corp (1.1%)*(4) (5) (6) (9)
Research & Consulting ServicesFirst Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 05/21, Due 10/25)5,248,585 5,217,936 5,256,457 
5,248,585 5,217,936 5,256,457 
Safety Products Holdings, LLC (1.7%)*(4) (5) (6) (7)
Non-durable Consumer GoodsFirst Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 05/21, Due 12/26)7,705,130 7,597,800 7,645,692 
7,705,130 7,597,800 7,645,692 
Sandvine Corporation (1.9%)*(4) (5) (6) (7)
Communications EquipmentSecond Lien Senior Secured Term Loan (LIBOR + 8.0%, 8.1% Cash, Acquired 05/21, Due 11/26)8,684,942 8,651,754 8,684,942 
8,684,942 8,651,754 8,684,942 
Sanoptis SARL (0.8%)*(3) (4) (5) (6)
Healthcare & Pharmaceuticals
First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 05/21, Due 05/26)(14)
1,185,801 1,182,758 1,176,773 
First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 05/21, Due 05/26)(14)
2,324,566 2,030,681 2,031,056 
First Lien Senior Secured Term Loan (CHF LIBOR + 5.5%, 5.5% Cash, Acquired 05/21, Due 05/26)(22)
384,572 383,117 381,645 
3,894,939 3,596,556 3,589,474 
Sigmatek Systems, LLC (1.2%)*(4) (5) (6) (9)
High Tech IndustriesFirst Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 05/21, Due 01/27)5,742,004 5,633,633 5,673,100 
5,742,004 5,633,633 5,673,100 
Simulation Software Investment Company Pty Ltd (0.3%)*(3) (4) (5) (6)
Business Services
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 05/21, Due 09/22)(9)
638,765 636,454 638,765 
First Lien Senior Secured Term Loan (BBSY + 5.5%, 5.6% Cash, Acquired 05/21, Due 09/22)(16)
675,460 694,629 675,461 
1,314,225 1,331,083 1,314,226 
SISU ACQUISITIONCO., INC. (0.5%)*(4) (5) (6) (9)
Aerospace & DefenseFirst Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 05/21, Due 12/26)2,557,401 2,511,821 2,515,110 
2,557,401 2,511,821 2,515,110 
SMB Shipping Logistics, LLC (f/k/a RWP WWEX Acquisition Parent, LLC) (2.2%)*(4) (5) (6) (9)
Technology DistributorsSecond Lien Senior Secured Term Loan (LIBOR + 8.0%, 9.0% Cash, Acquired 05/21, Due 02/25)10,313,793 10,243,902 10,272,538 
10,313,793 10,243,902 10,272,538 
SN BUYER, LLC (1.2%)*(4) (5) (6) (9)
Health Care ServicesFirst Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 05/21, Due 11/26)5,432,035 5,357,533 5,448,331 
5,432,035 5,357,533 5,448,331 
Springbrook Software (SBRK Intermediate, Inc.) (0.5%)*(4) (5) (6) (9)
Enterprise Software & ServicesFirst Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 12/26)2,183,436 2,174,608 2,183,436 
2,183,436 2,174,608 2,183,436 
SPT Acquico Limited (0.4%)*(3) (4) (5) (6) (9)
High Tech IndustriesFirst Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/21, Due 12/27)1,807,007 1,762,611 1,774,481 
1,807,007 1,762,611 1,774,481 
SSCP Pegasus Midco Limited (0.2%)*(3) (4) (5) (6) (12)
Healthcare & PharmaceuticalsFirst Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 6.8% Cash, Acquired 05/21, Due 11/27)777,853 759,611 775,262 
777,853 759,611 775,262 
SSCP Spring Bidco Limited (0.2%)*(3) (4) (5) (6) (12)
Health CareFirst Lien Senior Secured Term Loan (GBP LIBOR + 6.25%, 6.8% Cash, Acquired 05/21, Due 07/25)1,135,624 1,146,689 1,125,687 
1,135,624 1,146,689 1,125,687 
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Entact Environmental Services, Inc.Environmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.4% Cash05/2112/25$1,820 $1,807 $1,782 0.2 %(5) (6) (7) (9)
1,820 1,807 1,782 
EPS NASS Parent, Inc.Electrical Components & EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.4% Cash05/2104/282,183 2,145 2,159 0.2 %(5) (6) (7) (9)
2,183 2,145 2,159 
ERES GroupBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 7.2% Cash05/2107/26245 302 245 — %(3) (5) (6) (7) (13)
245 302 245 
eShipping, LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 8.1% Cash11/2111/275,017 4,908 5,004 0.5 %(5) (6) (7) (8)
RevolverLIBOR + 5.00%, 8.1% Cash11/2111/27— (13)(1)— %(6) (7) (8)
5,017 4,895 5,003 
Events Software BidCo Pty LtdTechnologyFirst Lien Senior Secured Term LoanBBSY + 5.50%, 8.3% Cash03/2203/281,647 1,851 1,549 0.1 %(3) (5) (6) (7) (16)
1,647 1,851 1,549 
Express Wash Acquisition Company, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.50%, 9.1% Cash07/2207/286,615 6,475 6,471 0.6 %(5) (6) (7) (18)
RevolverSOFR + 6.50%, 9.1% Cash07/2207/28255 250 250 — %(5) (6) (7) (18)
6,870 6,725 6,721 
F24 (Stairway BidCo Gmbh)Software ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 6.9% Cash05/2108/27355 432 351 — %(3) (5) (6) (7) (13)
355 432 351 
Findex Group LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanBBSY + 5.25%, 7.2% Cash05/2105/24748 900 748 0.1 %(3) (5) (6) (16)
748 900 748 
Fineline Technologies, Inc.Consumer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 8.4% Cash05/2102/283,453 3,403 3,425 0.3 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 4.75%, 8.4% Cash05/2102/27— (7)(4)— % (6) (7) (9)
3,453 3,396 3,421 
FinexvetConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 5.5% Cash03/2203/292,204 2,385 2,138 0.2 %(3) (5) (6) (7) (13)
2,204 2,385 2,138 
FinThrive Software Intermediate Holdings Inc.Business Equipment & ServicesPreferred Stock (3,188.51 shares)11.0% PIK03/22N/A3,618 3,652 0.3 %(5) (6)
3,618 3,652 
FitzMark Buyer, LLCCargo & TransportationFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 7.3% Cash05/2112/264,270 4,210 4,204 0.4 %(5) (6) (7) (9)
4,270 4,210 4,204 
Five Star Holding LLCPackagingSecond Lien Senior Secured Term LoanSOFR + 7.25%, 10.4% Cash05/2205/307,152 7,015 6,952 0.6 %(5) (6) (7) (18)
LLC Units (505.1 units)N/A05/22N/A505 505 — %(6) (30)
7,152 7,520 7,457 
Flavor Producers, LLC.Packaged Foods & MeatsFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 7.3% Cash, 1.0% PIK05/2112/23891 871 871 0.1 %(5) (6) (7) (9)
891 871 871 
Flexential Issuer, LLCInformation TechnologyStructured Secured Note - Class C6.9% Cash11/2111/5110,000 9,271 8,608 0.8 %
10,000 9,271 8,608 
Flywheel Re Segregated Portfolio 2022-4Investment FundsPreferred Stock (3,202,747 units)N/A08/22N/A3,203 3,203 0.3 %(3) (6) (30)
3,203 3,203 
Footco 40 LimitedMedia & EntertainmentFirst Lien Senior Secured Term LoanSONIA + 5.75%, 9.3% Cash04/2204/291,382 1,556 1,334 0.1 %(3) (5) (6) (7) (22)
1,382 1,556 1,334 
15
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 20212022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Type of Investment(1)(2)
Principal
Amount		CostFair
Value
SSCP Thermal Bidco SAS (0.2%)*(3) (4) (5) (6)
Industrial Machinery
First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/21, Due 07/24)(14)
$789,281 $803,723 $789,281 
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 5.5% Cash, Acquired 05/21, Due 07/24)(10)
98,058 98,058 98,058 
887,339 901,781 887,339 
Temple Midco Limited (0.2%)*(3) (4) (5) (6) (12)
Industrial MachineryFirst Lien Senior Secured Term Loan (GBP LIBOR + 5.25%, 5.8% Cash, Acquired 05/21, Due 08/24)1,009,381 1,014,277 1,009,381 
1,009,381 1,014,277 1,009,381 
The Hilb Group, LLC (0.6%)*(4) (5) (6) (9)
Insurance BrokerageFirst Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 12/26)2,148,840 2,075,171 2,088,673 
First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 05/21, Due 12/26)717,824 684,785 707,333 
2,866,664 2,759,956 2,796,006 
The Octave Music Group, Inc. (fka TouchTones Interactive Networks, Inc.) (0.7%)*(4) (5) (6) (7)
EntertainmentFirst Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 05/21, Due 05/25)3,164,232 3,102,842 3,097,783 
3,164,232 3,102,842 3,097,783 
Trident Maritime Systems, Inc. (2.0%)*(4) (5) (6) (9)
Aerospace & DefenseFirst Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 05/21, Due 02/27)9,074,103 8,919,280 8,933,545 
9,074,103 8,919,280 8,933,545 
Truck-Lite Co., LLC (1.5%)*(4) (5) (6) (9)
Automotive Parts & EquipmentFirst Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 05/21, Due 12/26)6,992,966 6,979,267 6,992,966 
6,992,966 6,979,267 6,992,966 
UKFast Leaders Limited (1.0%)*(3) (4) (5) (6) (11)
TechnologyFirst Lien Senior Secured Term Loan (GBP LIBOR + 7.0%, 7.0% Cash, Acquired 05/21, Due 9/27)4,878,001 4,862,331 4,740,523 
4,878,001 4,862,331 4,740,523 
US Oral Surgery Management, LLC (2.6%)*(4) (5) (6) (9)
Healthcare & PharmaceuticalsFirst Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 11/24)11,898,299 11,898,299 11,898,299 
11,898,299 11,898,299 11,898,299 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.) (0.5%)*(4) (5) (6) (9)
Legal ServicesFirst Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 11/24)2,378,077 2,251,705 2,261,551 
2,378,077 2,251,705 2,261,551 
USRP Holdings, Inc. (2.3%)*(4) (5) (6) (9)
Human Resource & Employment ServicesSecond Lien Senior Secured Term Loan (LIBOR + 8.75%, 9.8% Cash, Acquired 05/21, Due 09/25)10,429,540 10,155,035 10,429,540 
10,429,540 10,155,035 10,429,540 
Utac Ceram (0.3%)*(3) (4) (5) (6)
Business Services
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 05/21, Due 09/27)(13)
948,720 939,982 929,153 
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 5.8% Cash, Acquired 05/21, Due 09/27)(9)
300,000 291,897 293,815 
1,248,720 1,231,879 1,222,968 
Validity, Inc. (0.2%)*(4) (5) (6) (7)
IT Consulting & Other ServicesFirst Lien Senior Secured Term Loan (LIBOR + 4.75%, 4.9% Cash, Acquired 05/21, Due 05/25)939,397 894,758 921,548 
939,397 894,758 921,548 
Vital Buyer, LLC (0.2%)*(4) (5) (6)
Technology
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 6.8% Cash, Acquired 06/21, Due 06/28)(9)
992,063 972,405 972,222 
Partnership Units (1096.2 units, Acquired 06/21)10,962 10,962 
992,063 983,367 983,184 
Vitalyst, LLC (0.5%)*(4) (5) (6) (9)
IT Consulting & Other ServicesFirst Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 05/21, Due 08/22)2,147,008 2,147,008 2,147,008 
2,147,008 2,147,008 2,147,008 
VP Holding Company (1.5%)*(4) (5) (6) (9)
Transportation ServicesFirst Lien Senior Secured Term Loan (LIBOR + 5.5%, 5.8% Cash, Acquired 05/21, Due 05/24)7,123,233 6,999,523 6,979,815 
7,123,233 6,999,523 6,979,815 
W2O Holdings, Inc. (0.0%)*(5) (6)
Healthcare TechnologyUndrawn Delayed Draw Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 06/25)— — — 
— — — 
World 50, Inc. (0.7%)*(4) (5) (6) (7)
Professional ServicesFirst Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 05/21, Due 01/26)2,591,927 2,541,440 2,566,008 
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 05/21, Due 01/26)694,563 694,563 694,563 
3,286,490 3,236,003 3,260,571 
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
FragilePak LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 8.9% Cash05/2105/27$9,181 $8,876 $9,153 0.8 %(5) (6) (7) (9)
Partnership Units (929.7 units)N/A05/21N/A929 1,049 0.1 %(6) (30)
9,181 9,805 10,202 
Front Line Power Construction LLCConstruction MachineryFirst Lien Senior Secured Term LoanLIBOR + 12.50%, 15.5% Cash11/2111/281,247 1,185 1,192 0.1 %(6) (7) (9)
Common Stock (60,001 shares)N/A11/21N/A68 28 — %(30)
1,247 1,253 1,220 
FSS Buyer LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 8.9% Cash08/2108/2824,595 24,167 24,281 2.2 %(5) (6) (7) (8)
LP Interest (2,902.34 units)N/A08/21N/A29 32 — %(30)
LP Units (12,760.8 units)N/A08/21N/A128 143 — %(30)
24,595 24,324 24,456 
Glacis Acquisition S.A.R.L.Transportation ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 7.7% Cash05/2107/233,586 3,979 3,586 0.3 %(3) (5) (6) (7) (14)
3,586 3,979 3,586 
Global Academic Group LimitedIndustrial OtherFirst Lien Senior Secured Term LoanBBSY + 6.00%, 8.3% Cash07/2207/272,372 2,499 2,301 0.2 %(3) (5) (6) (7) (16)
First Lien Senior Secured Term LoanBKBM + 6.00%, 8.3% Cash07/2207/273,904 4,196 3,775 0.3 %(3) (5) (6) (7) (26)
6,276 6,695 6,076 
GPZN II GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 6.2% Cash06/2206/29421 428 397 — %(3) (5) (6) (7) (12)
421 428 397 
Graphpad Software, LLCInternet Software & ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 6.5% Cash11/2104/2716,131 15,970 15,996 1.5 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 7.0% Cash05/2104/2710,962 10,962 10,841 1.0 %(5) (6) (7) (9)
27,093 26,932 26,837 
Greenhill II BVTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash07/2207/29678 671 653 0.1 %(3) (5) (6) (7) (13)
678 671 653 
Healthe Care Specialty Pty LtdHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanBBSY + 5.00%, 5.8% Cash05/2110/24946 1,120 934 0.1 %(3) (5) (6) (7) (17)
946 1,120 934 
HeartHealth Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.25%, 8.3% Cash09/2207/28594 568 565 0.1 %(3) (5) (6) (7) (16)
594 568 565 
Heartland Veterinary Partners, LLCHealthcareSubordinated Term Loan11.0% PIK11/2111/285,222 5,114 5,129 0.5 %(6)
Subordinated Term Loan11.0% PIK11/2111/23659 642 645 0.1 %(6)
5,881 5,756 5,774 
Heartland, LLCBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 8.4% Cash05/2108/256,731 6,642 6,636 0.6 %(5) (6) (7) (9)
6,731 6,642 6,636 
Heavy Construction Systems Specialists, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 8.6% Cash11/2111/2722,807 22,407 22,483 2.1 %(5) (6) (7) (8)
RevolverLIBOR + 5.75%, 8.6% Cash11/2111/27— (38)(31)— %(6) (7) (8)
22,807 22,369 22,452 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))InsuranceFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 5.0% Cash05/2109/268,119 9,682 7,981 0.7 %(3) (5) (6) (7) (13)
8,119 9,682 7,981��
HemaSource, Inc.Health Care DistributorsFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 8.4% Cash05/2107/237,736 7,707 7,706 0.7 %(5) (6) (7) (9)
7,736 7,707 7,706 
16
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 20212022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Type of Investment(1)(2)
Principal
Amount		CostFair
Value
Zerochaos Parent, LLC (1.0%)*(5) (6) (9)
Business Equipment & ServicesSecond Lien Senior Secured Term Loan (LIBOR + 8.25%, 8.4% Cash, Acquired 05/21, Due 10/23)$5,655,971 $4,939,426 $4,694,456 
5,655,971 4,939,426 4,694,456 
Subtotal Non–Control / Non–Affiliate Investments (144.5%)671,493,531 660,836,013 661,614,681 
Total Investments, June 30, 2021 (144.5%)*$671,493,531 $660,836,013 $661,614,681 
Foreign Currency Forward Contracts:
DescriptionNotional Amount to be PurchasedNotional Amount to be SoldSettlement DateUnrealized Appreciation (Depreciation)
Foreign currency forward contract (CAD)C$6,000,000$4,863,22107/07/21$(26,295)
Foreign currency forward contract (CAD)$4,962,767C$6,000,00007/07/21125,840 
Foreign currency forward contract (CAD)$560,328C$691,24410/06/213,091 
Foreign currency forward contract (EUR)€13,120,804$15,652,71907/07/21(101,573)
Foreign currency forward contract (EUR)$16,038,137€13,120,80407/07/21486,991 
Foreign currency forward contract (EUR)$6,587,190€5,512,77310/06/2141,121 
Foreign currency forward contract (GBP)£5,660,148$7,863,73107/07/21(49,212)
Foreign currency forward contract (GBP)$8,010,358£5,660,14807/07/21195,839 
Foreign currency forward contract (GBP)$2,648,604£1,907,66210/06/2114,308 
Foreign currency forward contract (NZD)NZ$598,727$421,73607/07/21(3,944)
Foreign currency forward contract (NZD)$432,574NZ$598,72707/07/2114,782 
Foreign currency forward contract (NZD)$422,919NZ$600,58810/06/213,953 
Foreign currency forward contract (SEK)$648,8155,358,935kr07/07/2122,772 
Foreign currency forward contract (SEK)5,358,935kr$629,85307/07/21(3,811)
Foreign currency forward contract (SEK)$633,3805,384,541kr10/06/213,814 
Foreign currency forward contract (CHF)Fr.542,994$590,73407/07/21(3,854)
Foreign currency forward contract (CHF)$607,085Fr.542,99407/07/2120,205 
Foreign currency forward contract (CHF)$595,150Fr.545,74810/06/213,876 
Total Foreign Currency Forward Contracts, June 30, 2021$747,903 
*    Fair value as a percentage of net assets.
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Home Care Assistance, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.00%, 8.1% Cash05/2103/27$1,551 $1,526 $1,524 0.1 %(5) (6) (7) (18)
1,551 1,526 1,524 
Honour Lane Logistics Holdings LimitedTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.25%, 6.7% Cash04/2211/2817,500 17,005 16,642 1.5 %(3) (5) (6) (7) (20)
17,500 17,005 16,642 
HTI Technology & IndustriesElectronic Component ManufacturingFirst Lien Senior Secured Term LoanSOFR + 8.50%, 11.4% Cash07/2207/259,585 9,425 9,416 0.9 %(5) (6) (7) (19)
RevolverSOFR + 8.50%, 11.4% Cash07/2207/25— (16)(17)0.9 %(5) (6) (7) (19)
9,585 9,409 9,399 
HW Holdco, LLC (Hanley Wood LLC)AdvertisingFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 6.0% Cash05/2112/2413,824 13,675 13,604 1.3 %(5) (6) (7) (9)
13,824 13,675 13,604 
Hygie 31 HoldingPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 7.4% Cash09/2209/29588 561 572 0.1 %(3) (5) (6) (7) (13)
588 561 572 
IM SquareBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.5% Cash05/2104/284,115 4,870 4,059 0.4 %(3) (5) (6) (7) (14)
4,115 4,870 4,059 
Image International Intermediate Holdco II, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.6% Cash05/2107/2324,833 24,667 24,411 2.2 %(5) (6) (7) (8)
24,833 24,667 24,411 
Infoniqa Holdings GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 6.2% Cash11/2111/283,692 4,158 3,589 0.3 %(3) (5) (6) (7) (14)
3,692 4,158 3,589 
Innovad Group II BVBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 6.0% Cash05/2104/28919 1,094 821 0.1 %(3) (5) (6) (7) (14)
919 1,094 821 
INOS 19-090 GmbHAerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.40%, 6.4% Cash05/2112/27599 722 598 0.1 %(3) (5) (6) (7) (13)
599 722 598 
Interstellar Group B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 6.4% Cash08/2208/292,241 2,258 2,171 0.2 %(3) (5) (6) (7) (13)
Super Senior Secured Term LoanEURIBOR + 5.25%, 6.4% Cash08/2202/29— (3)(3)— %(3) (5) (6) (7) (13)
2,241 2,255 2,168 
Ipsen International Holding GmbHCapital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 6.8% Cash, 0.5% PIK05/2108/241,048 1,183 1,028 0.1 %(3) (6) (7) (14)
1,048 1,183 1,028 
Iridium Bidco LimitedRadio & TelevisionFirst Lien Senior Secured Term LoanSONIA + 5.5%, 8.9% Cash05/2104/244,261 5,057 4,225 0.4 %(3) (5) (6) (7) (23)
4,261 5,057 4,225 
Isolstar Holding NV (IPCOM)Trading Companies & DistributorsFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 5.0% Cash05/2112/242,919 2,971 2,919 0.3 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 4.75%, 5.0% Cash05/2106/25797 982 797 0.1 %(3) (5) (6) (7) (12)
3,716 3,953 3,716 
ISS#2, LLC (d/b/a Industrial Services Solutions)Commercial Services & SuppliesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.2% Cash05/2102/261,923 1,790 1,876 0.2 %(6) (7) (9)
1,923 1,790 1,876 
ITI Intermodal, Inc.Transportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 7.9% Cash12/2112/27716 701 704 0.1 %(5) (6) (7) (8)
RevolverLIBOR + 4.75%, 7.9% Cash12/2112/276 4 5 — %(6) (7) (8)
Common Stock (1,433.37 shares)N/A01/22N/A144 143 — %(6) (30)
722 849 852 
17
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
JuneSeptember 30, 20212022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Jade Bidco Limited (Jane's)Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.3% Cash05/2102/29$3,237 $3,548 $3,172 0.3 %(3) (5) (6) (7) (14)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 8.0% Cash05/2102/2921,245 20,768 20,815 1.9 %(3) (5) (6) (7) (10)
24,482 24,316 23,987 
Jaguar Merger Sub Inc.Other FinancialFirst Lien Senior Secured Term LoanSOFR + 5.25%, 8.2% Cash12/2109/244,865 4,768 4,736 0.4 %(5) (6) (7) (19)
RevolverSOFR + 5.25%, 8.2% Cash12/2109/24— (5)(7)— %(6) (7) (19)
4,865 4,763 4,729 
Jon Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanBKBM + 5.50%, 9.4% Cash03/2203/273,534 4,225 3,438 0.3 %(3) (5) (6) (7) (26)
3,534 4,225 3,438 
Jones Fish Hatcheries & Distributors LLCConsumer ProductsFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 8.9% Cash02/2202/282,785 2,734 2,740 0.3 %(5) (6) (7) (8)
RevolverLIBOR + 5.75%, 8.9% Cash02/2202/28— (8)(7)— %(6) (7) (8)
LLC Units (974.68 units)N/A02/22N/A98 98 — %(6) (30)
2,785 2,824 2,831 
Kano Laboratories LLCChemicals, Plastics & RubberFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 7.0% Cash05/2111/262,879 2,841 2,817 0.3 %(5) (6) (7) (9)
2,879 2,841 2,817 
Kid Distro Holdings, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 8.6% Cash10/2110/2723,697 23,288 23,380 2.2 %(5) (6) (7) (9)
LLC Units (1,062,795.2 units)N/A10/21N/A— 1,064 999 0.1 %(6) (30)
23,697 24,352 24,379 
Kona Buyer, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 8.3% Cash05/2112/2714,934 14,702 14,664 1.3 %(5) (6) (7) (9)
14,934 14,702 14,664 
KSLB Holdings, LLCBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 7.6% Cash05/2107/255,979 5,727 5,507 0.5 %(5) (6) (7) (8)
5,979 5,727 5,507 
Lambir Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.2% Cash12/2112/282,004 2,220 1,921 0.2 %(3) (5) (6) (7) (13)
Second Lien Senior Secured Term Loan12.0% PIK12/2106/29600 670 578 0.1 %(3) (6)
2,604 2,890 2,499 
Lattice Group Holdings Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 6.8% Cash05/2205/29667 644 646 0.1 %(3) (5) (6) (7) (19)
RevolverSOFR + 5.25%, 8.8% Cash05/2211/2835 35 35 — %(3) (6) (7) (19)
702 679 681 
LeadsOnline, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 8.7% Cash02/2202/2812,950 12,744 12,773 1.2 %(5) (6) (7) (9)
RevolverLIBOR + 5.00%, 8.7% Cash02/2202/28— (30)(27)— %(6) (7) (9)
LLC Units (39,370.1 units)N/A02/22N/A39 43 — %(6)
12,950 12,753 12,789 
Liberty Steel Holdings USA Inc.Industrial OtherRevolverSOFR + 5.00%, 7.5% Cash04/2204/257,500 7,436 7,425 0.7 %(5) (6) (7) (18)
7,500 7,436 7,425 
Life Extension Institute, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.6% Cash05/2102/247,052 7,052 7,052 0.6 %(5) (6) (7) (8)
7,052 7,052 7,052 
18
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
September 30, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Listrac Bidco LimitedHealth CareFirst Lien Senior Secured Term LoanGBP LIBOR + 5.25%, 8.8% Cash05/2111/22$1,362 $1,503 $1,083 0.1 %(3) (6) (7) (11)
First Lien Senior Secured Term LoanGBP LIBOR + 5.25%, 8.8% Cash05/2109/2282 79 65 — %(3) (6) (7) (11)
RevolverGBP LIBOR + 5.25%, 8.8% Cash05/2111/2257 50 45 — %(3) (6) (7) (11)
1,501 1,632 1,193 
LivTech Purchaser, Inc.Business ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 6.0% Cash05/2112/251,527 1,512 1,514 0.1 %(5) (6) (7) (9)
1,527 1,512 1,514 
Loftware, Inc.Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.4% Cash05/2112/2521,307 21,159 19,688 1.8 %(5) (6) (7) (9)
21,307 21,159 19,688 
Long Term Care Group, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 8.8% Cash04/2209/274,211 4,133 4,140 0.4 %(5) (6) (7) (8)
4,211 4,133 4,140 
Marmoutier Holding B.V.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 6.9% Cash12/2112/281,675 1,888 1,641 0.2 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 6.9% Cash12/2112/24327 329 320 — %(3) (5) (6) (7) (13)
RevolverEURIBOR + 5.00%, 5.0% Cash12/216/27— (4)(3)— %(3) (6) (7) (13)
2,002 2,213 1,958 
Marshall Excelsior Co.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.2% Cash02/2202/285,732 5,645 5,645 0.5 %(5) (6) (7) (19)
RevolverSOFR + 5.50%, 9.2% Cash02/2202/28647 634 634 0.1 %(6) (7) (19)
6,379 6,279 6,279 
MC Group Ventures CorporationBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.4% Cash07/2106/275,780 5,657 5,693 0.5 %(5) (6) (7) (9)
Partnership Units (560 units)N/A06/21N/A— 560 560 0.1 %(6) (30)
5,780 6,217 6,253 
Media Recovery, Inc. (SpotSee)Containers, Packaging & GlassFirst Lien Senior Secured Term LoanSONIA + 6.00%, 8.2% Cash05/2111/25781 973 781 0.1 %(5) (6) (7) (21)
781 973 781 
Median B.V.HealthcareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 7.5% Cash02/2210/275,526 6,506 4,973 0.5 %(3) (5) (6) (7) (23)
5,526 6,506 4,973 
Medical Solutions Parent Holdings, Inc.HealthcareSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 9.9% Cash11/2111/294,421 4,381 4,200 0.4 %(5) (6) (7) (10)
4,421 4,381 4,200 
Medplast Holdings, Inc.Health CareSecond Lien Senior Secured Term LoanLIBOR + 7.75%, 10.9% Cash05/2107/269,325 8,683 8,463 0.8 %(5) (7) (8)
9,325 8,683 8,463 
Mercell Holding ASTechnologyFirst Lien Senior Secured Term LoanNIBOR + 6.00%, 8.1% Cash08/2208/293,398 3,676 3,286 0.3 %(3) (5) (6) (7) (28)
Class A Units (114.4 units)N/A08/22N/A111 105 — %(3) (6) (30)
Class B Units (28,943.8 units)N/A08/22N/A— — — %(3) (6) (30)
3,398 3,787 3,391 
Mertus 522. GmbHHealth CareFirst Lien Senior Secured Term LoanEURIBOR + 6.0%, 8.5% Cash05/2105/263,513 3,906 3,391 0.3 %(3) (5) (6) (7) (14)
3,513 3,906 3,391 
Metis BidCo Pty LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanBBSY + 5.75%, 7.2% Cash05/2104/26366 439 366 — %(3) (5) (6) (16)
366 439 366 
19
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
September 30, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
MNS Buyer, Inc.Construction & BuildingFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.6% Cash08/2108/27$914 $898 $899 0.1 %(5) (6) (7) (8)
Partnership Units (76.92 units)N/A08/21N/A77 70 — %(6) (30)
914 975 969 
Modern Star Holdings Bidco Pty LimitedNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanBBSY + 6.25%, 8.8% Cash05/2112/26744 857 726 0.1 %(3) (5) (6) (7) (15)
744 857 726 
Mold-Rite Plastics, LLCContainers, Packaging & GlassSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 8.5% Cash09/2109/2913,983 12,694 11,536 1.1 %(5) (6) (7) (10)
13,983 12,694 11,536 
Murphy Midco LimitedMedia, Diversified & ProductionFirst Lien Senior Secured Term LoanSONIA + 5.00%, 5.9% Cash05/2111/27493 609 488 — %(3) (5) (6) (7) (23)
First Lien Senior Secured Term LoanSONIA + 5.00%, 6.2% Cash05/2111/2733 35 31 — %(3) (6) (7) (23)
526 644 519 
Music Reports, Inc.Media & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 8.7% Cash05/2108/262,497 2,464 2,454 0.2 %(5) (6) (7) (8)
2,497 2,464 2,454 
Napa Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 6.00%, 8.5% Cash03/2203/2812,613 13,752 12,020 1.1 %(3) (5) (6) (7) (16)
12,613 13,752 12,020 
Narda Acquisitionco., Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.9% Cash12/2112/274,580 4,509 4,227 0.4 %(5) (6) (7) (9)
RevolverLIBOR + 5.25%, 8.9% Cash12/2112/2753 37 (29)— %(6) (7) (9)
Class A Preferred Stock (3,708.1 units)N/A12/21N/A371 299 — %(6) (30)
Class B Common Stock (412 units)N/A12/21N/A41 — — %(6) (30)
4,633 4,958 4,497 
Navia Benefit Solutions, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.2% Cash05/2102/274,585 4,526 4,549 0.4 %(5) (6) (7) (8)
4,585 4,526 4,549 
NeoxCoInternet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.8% Cash05/2105/25222 267 222 — %(3) (5) (6) (7) (14)
Second Lien Senior Secured Term Loan12.5% PIK05/2108/2538 46 38 — %(3) (6)
260 313 260 
Net Health Acquisition Corp.Health Care TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 8.9% Cash05/2112/253,609 3,574 3,574 0.3 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 8.9% Cash05/2112/257,382 7,308 7,312 0.7 %(5) (6) (7) (8)
10,991 10,882 10,886 
Nexus Underwriting Management LimitedOther FinancialFirst Lien Senior Secured Term LoanSONIA + 5.25%, 5.9% Cash10/2110/283,575 4,202 3,488 0.3 %(3) (5) (6) (7) (23)
RevolverSONIA + 5.25%, 5.9% Cash10/2104/23136 161 135 — %(3) (6) (7) (23)
3,711 4,363 3,623 
Northstar Recycling, LLCEnvironmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 8.4% Cash10/2109/276,144 6,038 6,038 0.6 %(5) (6) (7) (9)
6,144 6,038 6,038 
Novotech Aus Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.75%, 7.6% Cash01/2201/283,706 4,104 3,554 0.3 %(3) (5) (6) (7) (17)
First Lien Senior Secured Term LoanSOFR + 5.25%, 7.6% Cash01/2201/284,177 4,073 3,966 0.4 %(3) (5) (6) (7) (20)
7,883 8,177 7,520 
NPM Investments 28 B.V.HealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 7.4% Cash09/2209/293,935 3,804 3,804 0.3 %(3) (5) (6) (7) (13)
3,935 3,804 3,804 
20
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
September 30, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
OA Buyer, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 9.1% Cash12/2112/28$9,592 $9,416 $9,427 0.9 %(5) (6) (7) (8)
RevolverLIBOR + 6.00%, 9.1% Cash12/2112/28— (24)(23)— %(6) (7) (8)
Partnership Units (210,920.11 units)N/A12/21N/A— 211 211 — %(6) (30)
9,592 9,603 9,615 
OAC Holdings I CorpAutomotiveFirst Lien Senior Secured Term LoanSOFR + 5.00%, 8.0% Cash03/2203/293,621 3,554 3,560 0.3 %(5) (6) (7) (19)
RevolverSOFR + 5.00%, 8.0% Cash03/2203/28567 542 545 0.1 %(6) (7) (19)
4,188 4,096 4,105 
OG III B.V.Containers & Glass ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 6.8% Cash06/2106/2813,108 15,499 13,038 1.2 %(3) (5) (6) (7) (13)
13,108 15,499 13,038 
Omni Intermediate Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 5.00%, 8.7% Cash05/2112/2616,750 16,531 16,383 1.5 %(5) (6) (7) (19)
First Lien Senior Secured Term LoanSOFR + 5.00%, 8.7% Cash06/2212/264,810 4,698 4,704 0.4 %(5) (6) (7) (19)
21,560 21,229 21,087 
Options Technology Ltd.Computer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 6.2% Cash05/2112/258,545 8,408 8,407 0.8 %(3) (5) (6) (7) (10)
8,545 8,408 8,407 
Oracle Vision Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 4.75%, 5.7% Cash06/2105/281,238 1,526 1,219 0.1 %(3) (5) (6) (7) (23)
1,238 1,526 1,219 
Origin Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 6.3% Cash06/2106/28325 395 318 — %(3) (5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 5.50%, 8.7% Cash06/2106/28597 583 584 0.1 %(3) (5) (6) (7) (13)
922 978 902 
OSP Hamilton Purchaser, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.9% Cash12/2112/272,264 2,223 2,230 0.2 %(5) (6) (7) (9)
RevolverLIBOR + 5.25%, 8.9% Cash12/2112/27— (3)(3)— %(6) (7) (9)
LP Units (60,040 units)N/A07/22N/A63 67 — %(6) (30)
2,264 2,283 2,294 
Panoche Energy Center LLCElectricFirst Lien Senior Secured Bond6.9% Cash07/2207/294,924 4,416 4,530 0.4 %(6)
4,924 4,416 4,530 
Panther Bidco Pty Ltd (Junior Adventures Group)Consumer ServicesFirst Lien Senior Secured Term LoanBBSY + 6.00%, 7.0% Cash05/2106/24621 745 601 0.1 %(3) (5) (6) (17)
621 745 601 
Pare SAS (SAS Maurice MARLE)Health Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.4% Cash05/2112/26784 958 783 0.1 %(3) (5) (6) (7) (14)
784 958 783 
Patriot New Midco 1 Limited (Forensic Risk Alliance)Diversified Financial ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.75%, 9.7% Cash05/2102/27472 468 455 — %(3) (5) (6) (7) (9)
First Lien Senior Secured Term LoanEURIBOR + 6.75%, 7.1% Cash05/2102/27348 424 334 — %(3) (5) (6) (7) (13)
820 892 789 
PDQ.Com CorporationBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 8.4% Cash08/2108/2716,503 16,182 16,230 1.5 %(5) (6) (7) (9)
Class A-2 Partnership Units (86.39 units)N/A08/21N/A87 114 — %(6) (30)
16,503 16,269 16,344 
PEGASUS TRANSTECH HOLDING, LLCTruckingFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 9.6% Cash05/2111/2410,000 9,966 9,800 0.9 %(5) (6) (7) (8)
10,000 9,966 9,800 
21
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
September 30, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Perforce Software, Inc.Internet Software & ServicesSecond Lien Senior Secured Term LoanLIBOR + 8.00%, 11.1% Cash05/2107/27$6,497 $6,431 $6,459 0.6 %(5) (6) (7) (8)
6,497 6,431 6,459 
Perimeter Master Note Business TrustCredit Card ABSStructured Secured Note - Class A4.7% Cash05/2205/27109 109 99 — %(3) (6)
Structured Secured Note - Class B5.4% Cash05/2205/27109 109 98 — %(3) (6)
Structured Secured Note - Class C5.9% Cash05/2205/27109 109 94 — %(3) (6)
Structured Secured Note - Class D8.5% Cash05/2205/27109 109 94 — %(3) (6)
Structured Secured Note - Class E11.4% Cash05/2205/275,564 5,564 4,823 0.4 %(3) (6)
6,000 6,000 5,208 
Permaconn BidCo Pty LtdTele-communicationsFirst Lien Senior Secured Term LoanBBSY + 6.50%, 9.1% Cash12/2112/277,176 7,798 7,028 0.6 %(3) (5) (6) (7) (17)
7,176 7,798 7,028 
Polara Enterprises, L.L.C.Capital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 7.3% Cash12/2112/276,801 6,677 6,678 0.6 %(5) (6) (7) (9)
RevolverLIBOR + 4.75%, 7.3% Cash12/2112/27— (17)(17)— %(6) (7) (9)
Partnership Units (7,408.6 units)N/A12/21N/A741 741 0.1 %(6) (30)
6,801 7,401 7,402 
Policy Services Company, LLCProperty & Casualty InsuranceFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 8.8% Cash, 4.0% PIK12/2106/2651,428 50,150 49,885 4.6 %(5) (6) (7) (9)
Warrants - Class A (26,774 units)N/A12/21N/A— — — %(5) (6) (30)
Warrants - Class B (9,036 units)N/A12/21N/A— — — %(5) (6) (30)
Warrants - Class C (929 units)N/A12/21N/A— — — %(5) (6) (30)
Warrants - Class D (2,387 units)N/A12/21N/A— — — %(5) (6) (30)
51,428 50,150 49,885 
Premium Franchise Brands, LLCResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 9.9% Cash05/2112/2624,721 24,336 24,358 2.2 %(5) (6) (7) (9)
24,721 24,336 24,358 
Premium InvestBrokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 6.5% Cash06/2106/284,115 4,706 4,115 0.4 %(3) (5) (6) (7) (14)
4,115 4,706 4,115 
Preqin MC LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.6% Cash08/2107/282,500 2,435 2,454 0.2 %(3) (5) (6) (7) (10)
2,500 2,435 2,454 
Professional Datasolutions, Inc. (PDI)Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 7.2% Cash05/2110/2411,759 11,717 11,594 1.1 %(5) (6) (7) (9)
11,759 11,717 11,594 
ProfitOptics, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.6% Cash03/2203/28708 695 691 0.1 %(5) (6) (7) (10)
RevolverLIBOR + 5.75%, 9.6% Cash03/2203/28— (4)(5)— %(6) (7) (10)
Second Lien Senior Subordinated Term Loan8.0% Cash03/2203/2932 32 32 — %(6)
LLC Units (96,774.2 units)N/A03/22N/A65 65 — %(6) (30)
740 788 783 
Protego Bidco B.V.Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash05/2103/28429 509 419 — %(3) (5) (6) (7) (14)
RevolverEURIBOR + 5.25%, 6.9% Cash05/2103/27117 139 116 — %(3) (6) (7) (13)
546 648 535 
22
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
September 30, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
PSP Intermediate 4, LLCTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 6.1% Cash05/2205/29$801 $823 $766 0.1 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 8.4% Cash05/2205/29865 843 845 0.1 %(3) (5) (6) (7) (9)
1,666 1,666 1,611 
QPE7 SPV1 BidCo Pty LtdConsumer CyclicalFirst Lien Senior Secured Term LoanBBSY + 5.50%, 8.0% Cash09/2109/264,212 4,564 4,005 0.4 %(3) (5) (6) (7) (16)
4,212 4,564 4,005 
Questel UniteBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 7.4% Cash05/2112/271,732 1,992 1,672 0.2 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 9.9% Cash05/2112/271,000 988 986 0.1 %(3) (5) (6) (7) (9)
2,732 2,980 2,658 
Recovery Point Systems, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 9.4% Cash05/2107/262,442 2,442 2,437 0.2 %(5) (6) (7) (9)
2,442 2,442 2,437 
Renaissance Holding Corp.Application SoftwareSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 10.1% Cash05/2105/269,325 9,305 8,859 0.8 %(5) (7) (8)
9,325 9,305 8,859 
Renovation Parent Holdings, LLCHome furnishingsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 7.5% Cash11/2111/2714,454 14,139 14,198 1.3 %(5) (6) (7) (9)
Partnership Equity (592,105.3 units)N/A11/21N/A— 592 592 0.1 %(6) (30)
14,454 14,731 14,790 
REP SEKO MERGER SUB LLCAir Freight & LogisticsFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 6.0% Cash05/2112/265,398 6,305 5,324 0.5 %(5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 5.00%, 6.0% Cash06/2212/2612,712 13,385 12,538 1.2 %(5) (6) (7) (14)
First Lien Senior Secured Term LoanLIBOR + 5.00%, 8.1% Cash05/2112/267,727 7,709 7,611 0.7 %(5) (6) (7) (9)
25,837 27,399 25,473 
Resonetics, LLCHealth Care EquipmentSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 10.2% Cash05/2104/2910,304 10,121 10,158 0.9 %(5) (6) (7) (9)
10,304 10,121 10,158 
RevSpring, Inc.Business ServicesSecond Lien Senior Secured Term LoanLIBOR + 8.25%, 10.5% Cash05/2110/262,556 2,513 2,556 0.2 %(5) (6) (7) (9)
2,556 2,513 2,556 
Reward Gateway (UK) LtdPrecious Metals & MineralsFirst Lien Senior Secured Term LoanSONIA + 6.50%, 7.7% Cash08/2106/2811,214 13,584 11,013 1.0 %(3) (5) (6) (7) (22)
11,214 13,584 11,013 
Riedel Beheer B.V.Food & BeverageFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.2% Cash12/2112/282,032 2,247 1,976 0.2 %(3) (5) (6) (7) (13)
2,032 2,247 1,976 
ROI Solutions LLCBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 8.7% Cash05/2108/248,469 8,469 8,469 0.8 %(5) (6) (7) (9)
8,469 8,469 8,469 
Royal Buyer, LLCIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 6.00%, 8.9% Cash08/2208/2814,725 14,375 14,372 1.4 %(5) (6) (7) (19)
RevolverSOFR + 6.00%, 8.9% Cash08/2208/28543 498 497 — %(5) (6) (7) (19)
15,268 14,873 14,869 
RPX CorporationResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.6% Cash05/2110/2517,197 16,963 16,940 1.6 %(5) (6) (7) (8)
17,197 16,963 16,940 
Safety Products Holdings, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 9.1% Cash05/2112/265,393 5,307 5,312 0.5 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 9.1% Cash05/2109/23159 127 116 — %(5) (6) (7) (8)
5,552 5,434 5,428 
23
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
September 30, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Sandvine CorporationCommunications EquipmentSecond Lien Senior Secured Term LoanLIBOR + 8.00%, 11.1% Cash05/2111/26$8,685 $8,658 $8,659 0.8 %(5) (6) (7) (8)
8,685 8,658 8,659 
Sanoptis S.A.R.L.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSARON + 5.50%, 7.8% Cash06/2207/293,151 3,153 3,072 0.3 %(3) (5) (6) (7) (27)
First Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.4% Cash06/2207/2910,076 10,219 9,678 0.9 %(3) (5) (6) (7) (14)
13,227 13,372 12,750 
Scaled Agile, Inc.Research & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.2% Cash12/2112/281,739 1,708 1,739 0.2 %(5) (6) (7) (19)
First Lien Senior Secured Term LoanSOFR + 5.50%, 9.2% Cash12/2112/23— (5)— — %(5) (6) (7) (19)
RevolverSOFR + 5.50%, 9.2% Cash12/2112/28— (6)— — %(6) (7) (19)
1,739 1,697 1,739 
Scout Bidco B.V.Diversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 6.6% Cash05/2203/292,976 3,139 2,888 0.3 %(3) (5) (6) (7) (13)
RevolverEURIBOR + 6.00%, 6.6% Cash05/2203/29— (12)(11)— %(3) (6) (7) (13)
2,976 3,127 2,877 
Sereni Capital NVConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash05/2211/28208 200 198 — %(3) (5) (6) (7) (14)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash05/2205/29450 479 439 0.1 %(3) (5) (6) (7) (14)
658 679 637 
Simulation Software Investment Company Pty LtdBusiness ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 7.9% Cash05/2108/25957 938 937 0.1 %(3) (5) (6) (7) (19)
First Lien Senior Secured Term LoanBBSY + 5.50%, 7.9% Cash05/2108/25846 896 833 0.1 %(3) (5) (6) (7) (16)
1,803 1,834 1,770 
SISU ACQUISITIONCO., INC.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.9% Cash05/2112/262,531 2,494 2,322 0.2 %(5) (6) (7) (9)
2,531 2,494 2,322 
Smartling, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.4% Cash11/2110/2714,420 14,132 14,140 1.3 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 9.4% Cash11/2110/27— (18)(18)— %(6) (7) (9)
14,420 14,114 14,122 
SN BUYER, LLCHealth Care ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 8.8% Cash05/2112/265,110 5,054 5,110 0.5 %(5) (6) (7) (8)
5,110 5,054 5,110 
Springbrook Software (SBRK Intermediate, Inc.)Enterprise Software & ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 8.6% Cash05/2112/266,706 6,634 6,614 0.6 %(5) (6) (7) (8)
6,706 6,634 6,614 
SSCP Pegasus Midco LimitedHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSONIA + 6.75%, 8.4% Cash05/2111/27629 765 617 0.1 %(3) (5) (6) (7) (22)
629 765 617 
SSCP Spring Bidco LimitedHealth CareFirst Lien Senior Secured Term LoanSONIA+ 6.00%, 7.2% Cash05/2107/25918 1,150 918 0.1 %(3) (5) (6) (7) (22)
918 1,150 918 
SSCP Thermal Bidco SASIndustrial MachineryFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.5% Cash05/2107/24652 804 652 0.1 %(3) (5) (6) (7) (14)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 6.8% Cash05/2107/2498 98 98 — %(3) (5) (6) (7) (10)
750 902 750 
Starnmeer B.V.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.40%, 9.2% Cash10/2104/2713,388 13,216 13,134 1.2 %(3) (5) (6) (7) (9)
13,388 13,216 13,134 
24
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
September 30, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Superjet Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.4% Cash12/2112/27$23,001 $22,589 $22,656 2.1 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 9.4% Cash12/2112/27— (32)(27)— %(6) (7) (9)
23,001 22,557 22,629 
Syniverse Holdings, Inc.Technology DistributorsSeries A Preferred Equity (7,575,758 units)12.5% PIK05/22N/A7,424 7,045 0.6 %(5) (6)
7,424 7,045 
Syntax Systems LtdTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.0% Cash11/2110/286,395 6,338 6,216 0.6 %(3) (5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.50%, 8.0% Cash11/2110/23— (10)(50)— %(3) (5) (6) (7) (8)
RevolverLIBOR + 5.50%, 8.0% Cash11/2110/26617 610 591 0.1 %(3) (6) (7) (8)
7,012 6,938 6,757 
TA SL Cayman Aggregator Corp.TechnologySubordinated Term Loan7.8% PIK07/2107/281,054 1,038 1,041 0.1 % (6)
Common Stock (770 shares)N/A07/21N/A24 41 — %(6) (30)
1,054 1,062 1,082 
Tank Holding CorpMetal & Glass ContainersFirst Lien Senior Secured Term LoanSOFR + 6.00%, 8.9% Cash03/2203/2814,345 14,045 14,076 1.3 %(5) (6) (7) (18)
RevolverSOFR + 6.00%, 8.9% Cash03/2203/28— (14)(12)— %(6) (7) (18)
14,345 14,031 14,064 
Techone B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 6.7% Cash11/2111/284,721 5,199 4,589 0.4 %(3) (5) (6) (7) (13)
RevolverEURIBOR + 5.50%, 6.7% Cash11/2105/28121 127 116 — %(3) (6) (7) (13)
4,842 5,326 4,705 
Tencarva Machinery Company, LLCCapital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.9% Cash12/2112/275,444 5,360 5,374 0.5 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 8.9% Cash12/2112/23886 872 875 0.1 %(5) (6) (7) (9)
RevolverLIBOR + 5.25%, 8.9% Cash12/2112/27— (17)(15)— %(6) (7) (9)
6,330 6,215 6,234 
Terrybear, Inc.Consumer ProductsSubordinated Term Loan10.0% Cash, 4.0% PIK04/2204/28261 256 257 — % (6)
Partnership Equity (24,358.97 units)N/A04/22N/A239 239 — %(6) (30)
261 495 496 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)Brokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 7.9% Cash10/2112/271,257 1,165 1,181 0.1 %(5) (6) (7) (9)
RevolverLIBOR + 4.25%, 7.9% Cash10/2112/27— (19)(17)— %(6) (7) (9)
Subordinated Term LoanLIBOR + 7.00%, 9.6% Cash10/2110/285,028 4,939 4,958 0.5 %(6) (10)
6,285 6,085 6,122 
The Cleaver-Brooks Company, Inc.Industrial EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 8.9% Cash07/2207/2823,043 22,551 22,538 2.1 %(5) (6) (7) (18)
Subordinated Term Loan11.0% PIK07/2207/294,847 4,743 4,738 0.4 % (6)
27,890 27,294 27,276 
The Hilb Group, LLCInsurance BrokerageFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 8.9% Cash05/2112/262,675 2,607 2,626 0.2 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.50%, 8.6% Cash05/2112/261,338 1,235 1,227 0.1 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 8.9% Cash05/2112/25930 914 913 0.1 %(6) (7) (8)
4,943 4,756 4,766 
25
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
September 30, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
The Octave Music Group, Inc.Media: Diversified & ProductionSecond Lien Senior Secured Term LoanSOFR + 7.50%, 9.6% Cash04/2203/30$6,541 $6,416 $6,432 0.6 %(5) (6) (7) (19)
Partnership Equity (353,584.39 units)N/A04/22N/A354 508 — %(6) (30)
6,541 6,770 6,940 
Total Safety U.S. IncDiversified Support ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 9.0% Cash08/2108/252,369 2,348 2,265 0.2 %(7) (10)
First Lien Senior Secured Term LoanLIBOR + 11.00%, 14.0% Cash, 5.0% PIK07/2208/257,500 7,500 7,500 0.7 %(6) (7) (10)
9,869 9,848 9,765 
Trident Maritime Systems, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 8.7% Cash05/2102/278,979 8,863 8,844 0.8 %(5) (6) (7) (9)
8,979 8,863 8,844 
Truck-Lite Co., LLCAutomotive Parts & EquipmentFirst Lien Senior Secured Term LoanSOFR + 6.25%, 9.9% Cash05/2106/2921,365 21,098 20,973 1.9 %(5) (6) (7) (19)
21,365 21,098 20,973 
TSM II Luxco 10 SARLChemical & PlasticsSubordinated Term Loan9.3% PIK03/2203/278,327 9,088 7,994 0.7 %(3) (5) (6) (7)
8,327 9,088 7,994 
Turbo Buyer, Inc.Finance CompaniesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.2% Cash11/2112/2511,810 11,581 11,412 1.0 %(5) (6) (7) (9)
11,810 11,581 11,412 
Turnberry Solutions, Inc.Consumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.25%, 9.2% Cash07/2109/262,652 2,610 2,610 0.2 %(5) (6) (7) (20)
2,652 2,610 2,610 
UKFast Leaders LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 7.25%, 9.4% Cash05/2109/273,942 4,881 3,774 0.3 %(3) (5) (6) (7) (22)
3,942 4,881 3,774 
Union Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.50%, 7.0% Cash06/2206/292,147 2,281 2,099 0.2 %(3) (5) (6) (7) (22)
2,147 2,281 2,099 
United Therapy Holding III GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 5.7% Cash04/2203/29666 680 619 0.1 %(3) (5) (6) (7) (14)
666 680 619 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)Legal ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 8.0% Cash05/2111/242,348 2,264 2,309 0.2 %(5) (6) (7) (19)
First Lien Senior Secured Term LoanSOFR + 5.75%, 8.3% Cash05/2111/24177 120 119 — %(5) (6) (7) (19)
2,525 2,384 2,428 
Utac CeramBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 6.4% Cash05/2109/27784 944 774 0.1 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 8.9% Cash05/2109/27242 237 240 — %(3) (5) (6) (7) (9)
1,026 1,181 1,014 
Validity, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 7.9% Cash05/2105/25939 908 934 0.1 %(5) (6) (7) (8)
939 908 934 
Victoria Bidco LimitedIndustrial MachineryFirst Lien Senior Secured Term LoanSONIA + 6.50%, 8.7% Cash03/2201/294,719 5,499 4,605 0.4 %(3) (5) (6) (7) (21)
4,719 5,499 4,605 
VistaJet Pass Through Trust 2021-1BAirlinesStructured Secured Note - Class B6.3% Cash11/2102/299,286 9,286 8,548 0.8 % (6)
9,286 9,286 8,548 
Vital Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.6% Cash06/2106/28972 956 972 0.1 %(5) (6) (7) (9)
Partnership Units (1,096.2 units)N/A06/21N/A11 22 — %(6) (30)
972 967 994 
26
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
September 30, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
VP Holding CompanyTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.6% Cash05/2105/24$10,814 $10,470 $10,353 1.0 %(5) (6) (7) (8)
10,814 10,470 10,353 
W2O Holdings, Inc.Healthcare TechnologyFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 7.6% Cash05/2106/25622 622 618 0.1 %(6) (10)
First Lien Senior Secured Term LoanLIBOR + 4.75%, 7.1% Cash05/2106/25— — (3)— %(6) (7) (9)
622 622 615 
Wheels Up Experience IncTransportation ServicesFirst Lien Senior Secured Term Loan12.0% Cash09/2210/2925,000 24,000 24,343 2.2 %(6)*
25,000 24,000 24,343 
Woodland Foods, LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 8.6% Cash12/2112/278,274 8,128 7,968 0.7 %(5) (6) (7) (9)
RevolverLIBOR + 5.50%, 8.6% Cash12/2112/271,050 1,021 990 0.1 %(6) (7) (9)
Common Stock (1,204.46 shares)N/A12/21N/A1,204 1,050 0.1 %(6) (30)
9,324 10,353 10,008 
World 50, Inc.Professional ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 7.9% Cash05/2101/2615,422 15,187 15,229 1.4 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 8.4% Cash05/2101/26521 522 513 — %(5) (6) (7) (8)
15,943 15,709 15,742 
Xeinadin Bidco LimitedFinancial OtherFirst Lien Senior Secured Term LoanSONIA + 5.25%, 6.9% Cash05/2205/299,957 10,664 9,596 0.9 %(3) (5) (6) (7) (22)
Subordinated Term Loan11.0% PIK05/2205/293,517 3,776 3,412 0.3 %(3) (6) (7)
Common Stock (354,281 shares)N/A05/22N/A452 408 — %(3) (6) (30)
13,474 14,892 13,416 
ZB Holdco LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 8.4% Cash02/2202/282,698 2,631 2,634 0.2 %(5) (6) (7) (9)
RevolverLIBOR + 4.75%, 8.4% Cash02/2202/28— (15)(13)— %(6) (7) (9)
LLC Units (152.69 units)N/A02/22N/A153 179 — %(6) (30)
2,698 2,769 2,800 
Zeppelin Bidco LimitedServices: BusinessFirst Lien Senior Secured Term LoanSONIA + 6.25%, 8.4% Cash03/2203/292,701 3,069 2,615 0.2 %(3) (5) (6) (7) (22)
RevolverSONIA + 6.25%, 8.4% Cash03/2205/22— (1)(6)— %(3) (6) (7) (22)
2,701 3,068 2,609 
Subtotal Non–Control / Non–Affiliate Investments (163.4%)1,756,473 1,832,610 1,769,820 
Affiliate Investments (4):
Eclipse Business Capital, LLCBanking, Finance, Insurance, & Real EstateSecond Lien Senior Secured Term Loan7.5% Cash08/2107/283,208 3,181 3,208 0.3 % (6)
RevolverLIBOR + 7.25%08/2107/284,364 4,284 4,364 0.4 %(6) (8)
LLC Units (63,139,338 units)N/A08/21N/A63,423 89,342 8.2 % (6)
7,572 70,888 96,914 
Thompson Rivers LLCInvestment Funds & Vehicles6.3% Member InterestN/A08/21N/A23,968 17,355 1.6 % (3)
23,968 17,355 
Waccamaw River LLCInvestment Funds & Vehicles20% Member InterestN/A08/21N/A22,602 21,371 2.0 % (3)
22,602 21,371 
Subtotal Affiliate Investments (12.5%)7,572 117,458 135,640 
Total Investments, September 30, 2022 (175.9%)*$1,764,045 $1,950,068 $1,905,460 
27
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
September 30, 2022
(Amounts in thousands, except share amounts)
Derivative Instruments
Interest Rate Swaps:
DescriptionCompany ReceivesCompany PaysMaturity DateNotional AmountHedged Instrument
Interest rate swap (See Note 5)6.00 %SOFR + 3.245%5/10/2027$100,000 Series D Notes
Interest rate swap (See Note 5)6.00 %SOFR + 3.382%5/10/2027$55,000 Series E Notes
Foreign Currency Forward Contracts:
DescriptionNotional Amount to be PurchasedNotional Amount to be SoldCounterpartySettlement DateUnrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD)A$62,055$40,196BNP Paribas SA10/06/22$(281)
Foreign currency forward contract (AUD)$42,946A$62,055BNP Paribas SA10/06/223,031 
Foreign currency forward contract (AUD)$40,131A$61,845BNP Paribas SA01/09/23277 
Foreign currency forward contract (CAD)C$1,652$1,205BNP Paribas SA10/06/22(3)
Foreign currency forward contract (CAD)$1,284C$1,652BNP Paribas SA10/06/2283 
Foreign currency forward contract (CAD)$1,257C$1,722BNP Paribas SA01/09/233 
Foreign currency forward contract (DKK)7,318kr.$964BNP Paribas SA10/06/22(1)
Foreign currency forward contract (DKK)$1,0267,318kr.BNP Paribas SA10/06/2263 
Foreign currency forward contract (DKK)$9827,401kr.BNP Paribas SA01/09/231 
Foreign currency forward contract (EUR)€171,045$167,475BNP Paribas SA10/06/22(144)
Foreign currency forward contract (EUR)$180,540€171,045BNP Paribas SA10/06/2213,209 
Foreign currency forward contract (EUR)$169,009€171,261BNP Paribas SA01/09/23145 
Foreign currency forward contract (GBP)£47,988$53,040BNP Paribas SA10/06/22375 
Foreign currency forward contract (GBP)$58,269£47,988BNP Paribas SA10/06/224,853 
Foreign currency forward contract (GBP)$55,713£50,397BNP Paribas SA01/09/23(460)
Foreign currency forward contract (NZD)NZ$7,465$4,257BNP Paribas SA10/06/22(47)
Foreign currency forward contract (NZD)$4,646NZ$7,465BNP Paribas SA10/06/22436 
Foreign currency forward contract (NZD)$4,348NZ$7,622BNP Paribas SA01/09/2347 
Foreign currency forward contract (NOK)39,724kr$3,719BNP Paribas SA10/06/22(67)
Foreign currency forward contract (NOK)$4,06039,724krBNP Paribas SA10/06/22409 
Foreign currency forward contract (NOK)$3,54437,988krBNP Paribas SA01/09/2344 
Foreign currency forward contract (SEK)5,656kr$505BNP Paribas SA10/06/223 
Foreign currency forward contract (SEK)$5605,656krBNP Paribas SA10/06/2252 
Foreign currency forward contract (SEK)$5125,694krBNP Paribas SA01/09/23(3)
Foreign currency forward contract (CHF)18,960Fr.$19,388BNP Paribas SA10/06/22(128)
Foreign currency forward contract (CHF)$19,95718,960Fr.BNP Paribas SA10/06/22697 
Foreign currency forward contract (CHF)$19,49118,873Fr.BNP Paribas SA01/09/23122 
Total Foreign Currency Forward Contracts, September 30, 2022$22,716 
*    Fair value as a percentage of net assets.
(1)All debt investments are income producing, unless otherwise noted. EquityBarings Private Credit Corporation’s (the “Company”) external investment adviser, Barings LLC (“Barings” or the “Adviser”), determines in good faith whether the Company’s investments were valued at fair value in accordance with a valuation policy and processes established by the Adviser, which have been approved by the Company’s board of directors (the “Board”), and the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. 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, NIBOR, 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 September 30, 2022 represented 175.9% 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 24.7% of total investments at fair value as of September 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 nine months endedSeptember 30, 2022 were as follows:
28
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments (Continued)
September 30, 2022
(Amounts in thousands, except share amounts)
December 31, 2021
Value		Gross Additions
(a)		Gross Reductions (b)Amount of Realized Gain (Loss)Amount of Unrealized Gain (Loss)September 30, 2022 ValueAmount of Interest or Dividends Credited to Income(c)
Portfolio CompanyType of Investment
Eclipse Business Capital, LLC (d)
Second Lien Senior Secured Term Loan (7.5% Cash)$3,345 $3 $— $— $(140)$3,208 $180 
Revolver (LIBOR + 7.25%)1,283 3,733 (642)— (10)4,364 229 
LLC units (63,139,338 units)65,412 — — — 23,930 89,342 6,551 
70,040 3,736 (642)— 23,780 96,914 6,960 
Thompson Rivers LLC6.3% Member Interest33,511 — (8,281)— (7,875)17,355 3,036 
33,511 — (8,281)— (7,875)17,355 3,036 
Waccamaw River LLC20% Member Interest13,500 8,882 — (1,011)21,371 1,314 
13,500 8,882 — — (1,011)21,371 1,314 
Total Affiliate Investments$117,051 $12,618 $(8,923)$— $14,894 $135,640 $11,310 
(a) Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments.
(b)     Gross reductions include decreases in the total cost basis of investments resulting from principal repayments, sales and return of capital.
(c)    Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.
(d) The fair value of the investment was determined using significant unobservable inputs.
(5)Some or all of the investment is or will be encumbered as security for BPC Funding LLC’s $800.0 million senior secured revolving credit facility with BNP Paribas (as amended, restated and modified from time to time, the “Revolving Credit Facility”).
(6)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 September 30, 2022 was 3.14271%.
(9)The interest rate on these loans is subject to 3 Month LIBOR, which as of September 30, 2022 was 3.75471%.
(10)The interest rate on these loans is subject to 6 Month LIBOR, which as of September 30, 2022 was 4.23200%.
(11)The interest rate on these loans is subject to 6 Month GBP LIBOR, which as of September 30, 2022 was 4.40470%.
(12)The interest rate on these loans is subject to 1 Month EURIBOR, which as of September 30, 2022 was 0.67900%.
(13)The interest rate on these loans is subject to 3 Month EURIBOR, which as of September 30, 2022 was 1.17300%.
(14)The interest rate on these loans is subject to 6 Month EURIBOR, which as of September 30, 2022 was 1.80900%.
(15)The interest rate on these loans is subject to 1 Month BBSY, which as of September 30, 2022 was 2.70750%.
(16)The interest rate on these loans is subject to 3 Month BBSY, which as of September 30, 2022 was 3.06310%.
(17)The interest rate on these loans is subject to 6 Month BBSY, which as of September 30, 2022 was 3.56880%.
(18)The interest rate on these loans is subject to 1 Month SOFR, which as of September 30, 2022 was 3.04205%.
(19)The interest rate on these loans is subject to 3 Month SOFR, which as of September 30, 2022 was 3.59329%.
(20)The interest rate on these loans is subject to 6 Month SOFR, which as of September 30, 2022 was 3.99102%.
(21)The interest rate on these loans is subject to 1 Month SONIA, which as of September 30, 2022 was 2.25330%.
(22)The interest rate on these loans is subject to 3 Month SONIA, which as of September 30, 2022 was 3.22510%.
(23)The interest rate on these loans is subject to 6 Month SONIA, which as of September 30, 2022 was 4.12810%.
(24)The interest rate on these loans is subject to 3 Month STIBOR, which as of September 30, 2022 was 1.72500%.
(25)The interest rate on these loans is subject to 3 Month CDOR, which as of September 30, 2022 was 4.20000%.
(26)The interest rate on these loans is subject to 3 Month BKBM, which as of September 30, 2022 was 3.64000%.
(27)The interest rate on these loans is subject to 3 Month SARON, which as of September 30, 2022 was 0.436530%.
(28)The interest rate on these loans is subject to 1 Month NIBOR, which as of September 30, 2022 was 2.70000%.
(29)The interest rate on these loans is subject to Prime, which as of September 30, 2022 was 6.25000%.
(30)Investment is non-income producing.


See accompanying notes.
29
Barings Private Credit Corporation
Consolidated Schedule of Investments
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
 Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 7.3% Cash05/2107/25$11,008 $10,927 $11,008 1.3 %(5) (6) (7) (9)
11,008 10,927 11,008 
Acclime Holdings HK LimitedBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.5%, 7.0% Cash08/2107/274,206 4,065 4,072 0.5 %(3) (5) (6) (7) (9)
4,206 4,065 4,072 
Accomplish Group Midco LimitedHealth Care ServicesFirst Lien Senior Secured Term LoanGBP LIBOR + 5.25%, 5.8% Cash05/2111/251,409 1,462 1,409 0.2 %(3) (5) (6) (7) (11)
1,409 1,462 1,409 
Accurus Aerospace CorporationAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 4.5%, 5.5% Cash,
1.5% PIK		05/2110/246,462 5,662 6,240 0.7 %(6) (7) (10)
6,462 5,662 6,240 
AcogroupBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.0%, 5.0% Cash,
2.5% PIK		05/2110/261,365 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 ServicesFirst Lien Senior Secured Term LoanBBSY + 5.0%, 6.0% Cash05/2109/23744 792 744 0.1 %(3) (5) (6) (7) (17)
744 792 744 
Air Comm Corporation, LLCAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.3% Cash06/2107/2722,226 21,746 21,727 2.6 %(5) (6) (7) (9)
22,226 21,746 21,727 
AIT Worldwide Logistics Holdings, Inc.Air Freight & LogisticsSecond Lien Senior Secured Term LoanLIBOR + 7.75%, 8.5% Cash05/2104/297,220 7,067 7,220 0.9 %(5) (6) (7) (9)
7,220 7,067 7,220 
Amtech LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.3% Cash11/2111/272,727 2,639 2,636 0.3 %(5) (6) (7) (8)
RevolverLIBOR + 5.5%, 6.3% Cash11/2111/27— (9)(9)— %(6) (7) (9)
2,727 2,630 2,627 
AnalytiChem Holding GmbHChemicals
First Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.3% Cash11/2111/283,116 2,979 2,938 0.4 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanBBSY + 6.25%, 6.3% Cash11/2111/281,452 1,424 1,416 0.1 %(3) (5) (6) (7) (16)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 6.3% Cash11/2111/28951 951 928 0.1 %(3) (5) (6) (7) (9)
5,519 5,354 5,282 
Anju Software, Inc.Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 6.3% Cash05/2102/251,432 1,427 1,406 0.2 %
(5) (6) (7) (8)

1,432 1,427 1,406 
Apex Bidco LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanGBP LIBOR + 6.25%, 6.8% Cash05/2101/27458 469 457 0.1 %(3) (5) (6) (7) (11)
458 469 457 
Aptus 1829. GmbHChemicals, Plastics, & RubberFirst Lien Senior Secured Term LoanEURIBOR + 6.5%, 6.5% Cash09/2109/274,732 4,794 4,627 0.6 %(3) (5) (6) (7) (13)
Preferred Stock (14 shares)N/A09/21N/A122 120 — %(3) (5) (6)
Common Stock (49 shares)N/A09/21N/A12 12 — %(3) (5) (6)
4,732 4,928 4,759 
Apus Bidco LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSONIA + 5.5%, 5.5% Cash05/2103/281,288 1,306 1,262 0.2 %(3) (5) (6) (7) (23)
1,288 1,306 1,262 
AQA Acquisition Holding, Inc.High Tech IndustriesSecond Lien Senior Secured Term LoanLIBOR + 7.5%, 8.0% Cash05/2103/297,460 7,265 7,460 0.9 %(5) (6) (7) (9)
7,460 7,265 7,460 
30
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
 Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Aquavista Watersides 2 LTDTransportation ServicesFirst Lien Senior Secured Term LoanSONIA + 6.0%, 6.1% Cash12/2112/28$2,801 $2,641 $2,673 0.3 %(3) (5) (6) (7) (23)
Second Lien Senior Secured Term LoanSONIA + 10.5% PIK12/2112/28— (2)(2)0.1 %(3) (6) (7) (23)
RevolverSONIA + 6.0%, 6.1% Cash12/2112/22700 671 679 — %(3) (6) (7) (23)
3,501 3,310 3,350 
ArchimedeConsumer ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.0%, 6.0% Cash05/2110/271,251 1,302 1,227 0.1 %(3) (5) (6) (7) (13)
1,251 1,302 1,227 
Argus Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSONIA + 5.5%, 5.8% Cash05/2112/27461 467 461 0.1 %(3) (5) (6) (7) (22)
461 467 461 
Armstrong Transport Group (Pele Buyer, LLC)Air Freight & LogisticsFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash05/2106/244,071 3,998 3,989 0.5 %(5) (6) (7) (9)
4,071 3,998 3,989 
ASPEQ Heating Group LLCBuilding Products, Air & HeatingFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 6.3% Cash05/2111/251,620 1,609 1,620 0.2 %(5) (6) (7) (8)
1,620 1,609 1,620 
Astra Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.75%, 5.8% Cash11/2111/282,682 2,540 2,566 0.3 %(3) (5) (6) (7) (22)
2,682 2,540 2,566 
Athena Midco LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanBBSY + 5.25%, 5.3% Cash05/2112/25408 422 404 — %(3) (5) (6) (7) (16)
408 422 404 
Audio Precision, Inc.High Tech IndustriesFirst Lien Senior Secured Term LoanEURIBOR + 6.0%, 7.0% Cash05/2110/242,898 3,045 2,898 0.3 %(5) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash05/2110/244,992 4,940 4,992 0.6 %(5) (6) (7) (9)
7,890 7,985 7,890 
Auxi InternationalCommercial FinanceFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.3% Cash05/2112/26341 357 308 — %(3) (5) (6) (7) (14)
341 357 308 
Avalign Holdings, Inc.Health Care SuppliesFirst Lien Senior Secured Term LoanLIBOR + 4.5%, 4.6% Cash05/2112/251,814 1,810 1,803 0.2 %(5) (6) (7) (9)
1,814 1,810 1,803 
Avance Clinical Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.5%, 6.0% Cash11/2111/272,994 2,801 2,855 0.3 %(3) (5) (6) (7) (16)
2,994 2,801 2,855 
AWP Group Holdings, Inc.Business ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash05/2112/271,251 1,232 1,232 0.1 %(5) (6) (7) (9)
1,251 1,232 1,232 
Azalea Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 6.3% Cash11/2111/274,606 4,496 4,494 0.5 %(5) (6) (7)
Common Stock (192,307.69 shares)N/A11/21N/A192 192 — %(6)
Subordinated Term Loan12.0% PIK11/2105/281,260 1,235 1,234 0.2 %(6)
RevolverLIBOR + 5.25%, 6.3% Cash11/2111/27— (9)(10)— %(6) (7)
5,866 5,914 5,910 
Bariacum S.AConsumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 5.5% Cash11/2111/282,957 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 & LogisticsFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash05/2112/249,937 9,779 9,788 1.2 %(5) (6) (7) (8)
9,937 9,779 9,788 
31
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
 Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Bearcat Buyer, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash05/2107/26$2,461 $2,434 $2,461 0.3 %(5) (6) (7) (9)
2,461 2,434 2,461 
Benify (Bennevis AB)High Tech IndustriesFirst Lien Senior Secured Term LoanSTIBOR + 5.25%, 5.3% Cash05/2107/26414 446 414 — %(3) (5) (6) (7) (18)
414 446 414 
Bestop, Inc.Auto Parts & EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 6.3% Cash05/2101/253,111 3,110 3,080 0.4 %(5) (6) (7) (8)
3,111 3,110 3,080 
Beyond Risk Management, Inc.Other FinancialFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 5.3% Cash10/2109/272,427 2,336 2,327 0.3 %(5) (6) (7) (9)
2,427 2,336 2,327 
BidwaxNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanEURIBOR + 6.5%, 6.5% Cash05/2102/285,231 5,305 5,087 0.6 %(3) (5) (6) (7) (13)
5,231 5,305 5,087 
BigHand UK Bidco Limited
High Tech IndustriesFirst Lien Senior Secured Term LoanGBP LIBOR + 5.25%, 5.4% Cash05/2101/28423 424 410 — %(3) (5) (6) (7) (12)
423 424 410 
Bottom Line Systems, LLCHealth Care ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.3% Cash05/2102/233,416 3,413 3,416 0.4 %(5) (6) (7) (9)
3,416 3,413 3,416 
Bounteous, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash08/2108/278,453 8,240 8,230 1.0 %(5) (6) (7) (9)
8,453 8,240 8,230 
Brightline Trains Florida LLCTransportationFirst Lien Senior Secured Note8.0% Cash08/2101/288,000 8,000 8,008 1.0 %(6)
8,000 8,000 8,008 
Brightpay LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.3% Cash10/2110/282,677 2,647 2,599 0.3 %(3) (5) (6) (7) (13)
2,677 2,647 2,599 
BrightSign LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash10/2110/2710,687 10,583 10,580 1.3 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 6.8% Cash10/2110/27— (11)(11)— % (6) (7) (9)
LLC Units (923,857.7 units)N/A10/21N/A924 947 0.1 %(6)
10,687 11,496 11,516 
British Engineering Services Holdco LimitedCommercial Services & SuppliesFirst Lien Senior Secured Term LoanSONIA + 6.75%, 7.0% Cash05/2112/275,862 5,641 5,742 0.7 %(3) (5) (6) (7) (23)
RevolverSONIA + 6.75%, 7.0% Cash05/2106/22— (1)— — %(3) (5) (6) (7) (23)
5,862 5,640 5,742 
Bucharest Midco LimitedHotel, Gaming & LeisureFirst Lien Senior Secured GBP Term Loan7.0% PIK05/2107/26838 738 642 0.1 %(3) (6)
First Lien Senior Secured USD Term Loan7.0% PIK05/2107/26163 139 125 — %(3) (6)
1,001 877 767 
C0003 Pty Ltd (Icon Cancer Care)Health Care FacilitiesFirst Lien Senior Secured Term LoanBBSY + 4.5%, 5.0% Cash05/2110/241,031 1,095 1,031 0.2 %(3) (5) (6) (7) (16)
Second Lien Senior Secured Term LoanBBSY + 8.0%, 8.5% Cash05/2104/25350 373 350 — %(3) (5) (6) (7) (16)
1,381 1,468 1,381 
CAi Software, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 7.3% Cash12/2112/289,057 8,877 8,876 1.1 %(3) (5) (6) (7) (9)
RevolverLIBOR + 6.25%, 7.3% Cash12/2112/28— (19)(19)— %(3) (6) (7) (9)
9,057 8,858 8,857 
32
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
 Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Canadian Orthodontic Partners Corp.HealthcareFirst Lien Senior Secured Term LoanCDOR + 6.5%, 7.5% Cash06/2103/26$4,329 $4,478 $4,290 0.5 %(3) (5) (6) (7) (20)
4,329 4,478 4,290 
Cascade LP Holdings, LLCEnviron-mental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash, 0.5% PIK05/2112/221,530 1,501 1,511 0.2 %(5) (6) (7) (9)
Subordinated Term LoanLIBOR + 5.5%, 6.5% Cash, 0.5% PIK05/2112/2227 27 27 — %(5) (6) (7) (9)
1,557 1,528 1,538 
Centralis Finco S.a.r.l.Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.3% Cash05/2105/27128 136 128 — %(3) (5) (6) (7) (13)
128 136 128 
Ceres Pharma NVPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.5%, 5.5% Cash10/2110/283,273 3,192 3,128 0.4 %(3) (5) (6) (7) (14)
3,273 3,192 3,128 
Chambers Global Holdings LimitedData Processing & Outsourced ServicesFirst Lien Senior Secured Term LoanGBP LIBOR + 6.0%, 6.5% Cash05/2101/261,295 1,328 1,285 0.2 %(3) (5) (6) (7) (11)
1,295 1,328 1,285 
Claritas, LLCApplication SoftwareFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash05/2112/231,627 1,619 1,627 0.2 %(5) (6) (7) (9)
1,627 1,619 1,627 
Classic Collision (Summit Buyer, LLC)Auto Collision Repair CentersFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash05/2101/2619,184 18,822 18,967 2.3 %(5) (6) (7) (9)
19,184 18,822 18,967 
CM Acquisitions Holdings Inc.Internet & Direct MarketingFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash05/2105/2510,925 10,887 10,925 1.3 %(5) (6) (7) (9)
10,925 10,887 10,925 
Coastal Marina Holdings, LLCOther FinancialSubordinated Term Loan10.0% PIK11/2111/318,804 7,983 7,983 0.9 %(6)
LLC Units (273,796 unitsN/A11/21N/A821 821 0.1 %(6)
8,804 8,804 8,804 
Cobham Slip Rings SASDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 6.4% Cash11/2111/283,091 3,016 3,014 0.4 %(3) (5) (6) (7) (9)
3,091 3,016 3,014 
Command Alkon (Project Potter Buyer, LLC)SoftwareFirst Lien Senior Secured Term LoanLIBOR + 8.25%, 9.3% Cash05/2104/2711,880 11,398 11,617 1.4 %(5) (6) (7) (8)
11,880 11,398 11,617 
Contabo Finco S.À R.LInternet Software & ServicesFirst Lien Senior Secured Term LoanSONIA + 5.25%, 5.3% Cash05/2110/2624,509 23,910 24,018 2.9 %(3) (5) (6) (7) (22)
24,509 23,910 24,018 
Cosmelux InternationalCommodity ChemicalsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash05/2107/241,030 1,082 1,023 0.1 %(3) (5) (6) (7) (14)
1,030 1,082 1,023 
Coyo Uprising GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.5%, 6.5% Cash09/2109/289,686 9,705 9,418 1.1 %(3) (5) (6) (7) (13)
Class A Units (531.0 units)N/A09/21N/A248 708 0.1 %(3) (6)
Class B Units (231.0 units)N/A09/21N/A538 305 — %(3) (6)
9,686 10,491 10,431 
Crash ChampionsAutomotiveFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash05/2108/2515,470 14,972 14,870 1.8 %(5) (6) (7) (9)
15,470 14,972 14,870 
33
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
 Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
CVL 3Capital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.5%, 5.5% Cash12/2112/28$4,321 $4,183 $4,213 0.5 %(3) (5) (6) (7) (13)
6- Month Bridge Term LoanEURIBOR + 5.5%, 5.5% Cash12/2106/22569 551 563 0.1 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanSOFR + 5.5%, 5.5% Cash12/2112/282,480 2,419 2,418 0.3 %(3) (5) (6) (7) (24)
7,370 7,153 7,194 
CW Group Holdings, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash05/2101/274,128 4,044 4,064 0.5 %(5) (6) (7) (9)
4,128 4,044 4,064 
Dart Buyer, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 6.3% Cash05/2104/252,217 2,202 2,129 0.3 %(5) (6) (7) (9)
2,217 2,202 2,129 
DecksDirect, LLCBuilding MaterialsFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash12/2112/26727 713 713 0.1 %(5) (6) (7) (8)
RevolverLIBOR + 6.0%, 7.0% Cash12/2112/26— (4)(4)— % (6) (7) (9)
LLC Units (1,280.8 Units)N/A12/21N/A55 55 — %(6)
727 764 764 
Direct Travel, Inc.Lodging & CasinosFirst Lien Senior Secured Term LoanLIBOR + 1.0%, 2.0% Cash, 7.5% PIK05/2110/235,591 4,528 4,417 0.6 %(6) (7) (9)
Super Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash05/2110/23374 374 374 — %(6) (7) (9)
5,965 4,902 4,791 
Discovery Education, Inc.PublishingFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash05/2110/268,633 8,633 8,633 1.0 %(5) (6) (7) (9)
8,633 8,633 8,633 
Dragon BidcoHigh Tech IndustriesFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 6.8% Cash05/2104/28569 590 558 0.1 %(3) (5) (6) (7) (14)
569 590 558 
DreamStart Bidco SAS (d/b/a SmartTrade)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.3% Cash05/2103/27909 941 898 0.1 %(3) (5) (6) (7) (14)
909 941 898 
Dune GroupDiversified Financial ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.0% Cash09/2109/284,825 4,743 4,714 0.6 %(3) (5) (6) (7) (9)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash09/2109/28319 268 275 — %(3) (5) (6) (7) (13)
5,144 5,011 4,989 
Dunn Paper, Inc.Forest Products & PaperSecond Lien Senior Secured Term LoanLIBOR + 8.75%, 9.8% Cash05/2108/232,481 2,452 2,176 0.3 %(5) (6) (7) (8)
2,481 2,452 2,176 
Dwyer Instruments, Inc.ElectricFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.3% Cash07/2107/276,513 6,376 6,446 0.8 %(5) (6) (7) (9)
6,513 6,376 6,446 
Echo Global Logistics, Inc.Air TransportationSecond Lien Senior Secured Term LoanLIBOR + 7.25%, 8.0% Cash11/2111/2916,433 16,148 16,145 1.9 %(5) (6) (7) (9)
Partnership Equity (448.2 units)N/A11/21N/A448 448 0.1 %(6)
16,433 16,596 16,593 
Ellkay, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash09/2109/275,829 5,717 5,724 0.7 %(5) (6) (7) (9)
5,829 5,717 5,724 
EMI Porta Holdco LLCDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.5% Cash12/2112/2716,780 16,237 16,231 1.9 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 6.5% Cash12/2112/27— (50)(51)— %(6) (7) (9)
16,780 16,187 16,180 
34
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
 Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Entact Environmental Services, Inc.Environmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash05/2112/25$1,860 $1,844 $1,836 0.2 %(5) (6) (7) (9)
1,860 1,844 1,836 
EPS NASS Parent, Inc.Electrical Components & EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash05/2104/282,082 2,040 2,047 0.2 %(5) (6) (7) (9)
2,082 2,040 2,047 
ERES GroupBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.0%, 5.0% Cash,05/2107/26341 362 341 — %(3) (5) (6) (7) (13)
341 362 341 
eShipping, LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash11/2111/275,483 5,351 5,348 0.7 %(5) (6) (7) (8)
RevolverLIBOR + 5.75%, 6.8% Cash11/2111/27127 113 113 — % (6) (7) (9)
5,610 5,464 5,461 
F24 (Stairway BidCo Gmbh)Software ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.0%, 6.0% Cash05/2108/27378 402 378 — %(3) (5) (6) (13)
378 402 378 
Findex Group LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanBBSY + 5.25%, 5.5% Cash05/2105/24846 899 846 0.1 %(3) (5) (6) (16)
846 899 846 
Fineline Technologies, Inc.Consumer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash05/2102/283,488 3,424 3,488 0.4 %(5) (6) (7) (9)
3,488 3,424 3,488 
FitzMark Buyer, LLCCargo & TransportationFirst Lien Senior Secured Term LoanLIBOR + 4.5%, 5.5% Cash05/2112/264,314 4,243 4,227 0.5 %(5) (6) (7) (9)
4,314 4,243 4,227 
Flavor Producers, LLC.Packaged Foods & MeatsFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash, 1.0% PIK05/2112/23892 861 878 0.1 %(5) (6) (7) (9)
892 861 878 
Flexential Issuer, LLCInformation TechnologyStructured Secured Note - Class C6.9% Cash11/2111/5110,000 9,261 9,755 1.2 %
10,000 9,261 9,755 
FragilePak LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash05/2105/279,274 8,924 8,966 1.2 %(5) (6) (7) (10)
Partnership Units (929.7 units)N/A05/21N/A930 918 (6)
9,274 9,854 9,884 
Front Line Power Construction LLCConstruction MachineryFirst Lien Senior Secured Term LoanLIBOR + 12.5%, 13.5% Cash11/2111/281,250 1,210 1,213 0.1 %(6) (7) (9)
Common Stock (15,890 shares)N/A11/21N/A41 35 — %
1,250 1,251 1,248 
FSS Buyer LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.5% Cash08/2108/2824,781 24,305 24,341 3.0 %(5) (6) (7) (9)
LP Interest (2,902.34 units)N/A08/21N/A29 75 — %(6)
LP Units (12,760.8 units)N/A08/21N/A128 330 — %(6)
24,781 24,462 24,746 
Glacis Acquisition S.A.R.L.Transportation ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.5%, 6.5% Cash05/2107/231,296 1,128 1,296 0.2 %(3) (5) (6) (7) (14)
1,296 1,128 1,296 
Graphpad Software, LLCInternet Software & ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash,11/2104/2716,248 16,064 16,060 1.9 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash05/2104/2711,047 11,047 11,103 1.3 %(5) (6) (7) (9)
27,295 27,111 27,163 
35
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
 Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Healthe Care Specialty Pty LtdHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanBBSY + 4.75%, 5.3% Cash05/2110/24$1,084 $1,128 $1,069 0.1 %(3) (5) (6) (7) (17)
1,084 1,128 1,069 
Heartland Veterinary Partners, LLCHealthcareSubordinated Term Loan11.0% PIK11/2111/285,175 5,038 5,036 0.6 %(6)
5,175 5,038 5,036 
Heartland, LLCCommercial Services & SuppliesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash05/2108/256,608 6,495 6,458 0.8 %(5) (6) (7) (9)
6,608 6,495 6,458 
Heavy Construction Systems Specialists, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.5% Cash11/2111/2722,807 22,359 22,351 2.7 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 6.5% Cash11/2111/27— (43)(44)— %(6) (7) (9)
22,807 22,316 22,307 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))InsuranceFirst Lien Senior Secured Term LoanEURIBOR + 5.0%, 5.0% Cash,05/2109/268,219 8,510 8,029 1.0 %(3) (5) (6) (7) (14)
8,219 8,510 8,029 
HemaSource, Inc.Health Care DistributorsFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash,05/2107/238,475 8,414 8,475 1.0 %(5) (6) (7) (8)
8,475 8,414 8,475 
Home Care Assistance, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash,05/2103/271,562 1,534 1,531 0.2 %(5) (6) (7) (9)
1,562 1,534 1,531 
HW Holdco, LLC (Hanley Wood LLC)AdvertisingFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash,05/2112/2413,160 12,964 12,860 1.5 %(5) (6) (7) (8)
13,160 12,964 12,860 
IGL Holdings III Corp.Commercial PrintingFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash,05/2111/269,172 9,053 9,076 1.1 %(5) (6) (7) (9)
9,172 9,053 9,076 
IM SquareBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.3% Cash,05/2104/284,776 4,858 4,700 0.6 %(3) (5) (6) (7) (14)
4,776 4,858 4,700 
Image International Intermediate Holdco II, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash05/2107/2425,000 24,715 24,625 2.9 %(5) (6) (7) (8)
25,000 24,715 24,625 
Infoniqa Holdings GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.3% Cash11/2111/284,286 4,148 4,168 0.5 %(3) (5) (6) (7) (13)
4,286 4,148 4,168 
Innovad Group II BVBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash05/2104/28990 1,020 930 0.1 %(3) (5) (6) (7) (13)
990 1,020 930 
INOS 19-090 GmbHAerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 6.13%, 6.1% Cash05/2112/27696 721 695 0.1 %(3) (5) (6) (7) (13)
696 721 695 
Ipsen International Holding GmbHCapital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 6.8% Cash, 0.5% PIK05/2108/241,222 1,156 1,095 0.1 %(3) (6) (7) (14)
1,222 1,156 1,095 
Iridium Bidco LimitedRadio & TelevisionFirst Lien Senior Secured Term LoanGBP LIBOR + 5.25%, 5.8% Cash05/2109/231,018 1,045 1,018 0.1 %(3) (5) (6) (7) (12)
1,018 1,045 1,018 
Isolstar Holding NV (IPCOM)Trading Companies & DistributorsFirst Lien Senior Secured Term LoanEURIBOR + 5.0%, 5.0% Cash,05/2106/25925 974 925 0.1 %(3) (5) (6) (7) (13)
925 974 925 
ISS#2, LLC (d/b/a Industrial Services Solutions)Commercial Services & SuppliesFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash,05/2102/261,627 1,472 1,547 0.2 %(6) (7) (10)
1,627 1,472 1,547 
36
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
 Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
ITI Intermodal, Inc.Transportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash,12/2112/27$721 $705 $705 0.1 %(5) (6) (7) (8)
RevolverLIBOR + 4.75%, 5.8% Cash12/2112/27— (2)(2)— %(6) (7) (9)
721 703 703 
Jade Bidco Limited (Jane's)Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 4.5%, 4.5% Cash, 2.0% PIK05/2112/26213 224 213 — %(3) (5) (6) (7) (14)
First Lien Senior Secured Term LoanLIBOR + 4.5%, 4.5% Cash, 2.0% PIK05/2112/261,174 1,164 1,174 0.2 %(3) (5) (6) (7) (10)
1,387 1,388 1,387 
Jaguar Merger Sub Inc.Other FinancialFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 6.3% Cash12/2109/242,543 2,487 2,486 0.3 %(5) (6) (7) (9)
RevolverLIBOR + 5.25%, 6.3% Cash12/2109/24— (6)(6)— %(6) (7) (9)
2,543 2,481 2,480 
Jeeves Information Systems ABHigh Tech IndustriesFirst Lien Senior Secured Term LoanSTIBOR + 5.25%, 5.3% Cash05/2112/22168 181 166 — %(3) (5) (6) (7) (19)
First Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.3% Cash05/2112/224,299 4,345 4,114 0.5 %(3) (5) (6) (7) (14)
First Lien Senior Secured Term LoanCHF LIBOR + 5.25%, 5.3% Cash05/2112/2216,517 16,133 16,270 2.0 %(3) (5) (6) (7) (21)
20,984 20,659 20,550 
Kano Laboratories LLCChemicals, Plastics & RubberFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash05/2111/262,929 2,886 2,839 0.3 %(5) (6) (7) (10)
2,929 2,886 2,839 
Kestrel Midco LimitedHealth Care DistributorsFirst Lien Senior Secured Term LoanGBP LIBOR + 5.5%, 6.0% Cash,05/2112/241,486 1,547 1,486 0.2 %(3) (5) (6) (7) (11)
1,486 1,547 1,486 
Kid Distro Holdings, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash10/2110/2723,936 23,474 23,457 2.8 %(5) (6) (7) (9)
Partnership Units (1,062,795.2 units)N/A10/21N/A1,064 1,063 0.1 %
(6)*
23,936 24,538 24,520 
Kona Buyer, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.3% Cash05/2112/2710,661 10,489 10,661 1.3 %(5) (6) (7) (9)
10,661 10,489 10,661 
KSLB Holdings, LLCBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanLIBOR + 4.5%, 5.5% Cash05/2107/256,041 5,727 5,564 0.7 %(5) (6) (7) (8)
6,041 5,727 5,564 
LAF InternationalHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.0%, 6.0% Cash05/2103/28569 594 556 0.1 %(3) (5) (6) (7) (14)
569 594 556 
Lambir Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.0%, 6.0% Cash12/2112/282,326 2,212 2,230 0.3 %(3) (5) (6) (7) (13)
Second Lien Senior Secured Term Loan12.0% PIK12/2106/29657 632 637 0.1 %(3) (6)
RevolverEURIBOR + 6.0%, 6.0% Cash12/2112/24145 136 137 — %(3) (6) (7) (13)
3,128 2,980 3,004 
Life Extension Institute, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash05/2102/247,188 7,188 7,188 0.9 %(5) (6) (7) (9)
7,188 7,188 7,188 
Listrac Bidco LimitedHealth CareFirst Lien Senior Secured Term LoanGBP LIBOR + 5.25%, 5.3% Cash05/2111/22640 618 632 0.1 %(3) (6) (7) (12)
640 618 632 
LivTech Purchaser, Inc.Business ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash,05/2112/251,625 1,606 1,611 0.2 %(5) (6) (7) (9)
1,625 1,606 1,611 
37
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
 Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Loftware, Inc.Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 6.3% Cash05/2112/25$21,493 $21,314 $21,117 2.5 %(5) (6) (7) (9)
21,493 21,314 21,117 
Marmoutier Holding B.V.Consumer ProductsFirst Lien Senior Secured TermEURIBOR + 5.75%, 5.8% Cash12/2112/281,944 1,872 1,880 0.2 %(3) (5) (6) (7) (13)
RevolverEURIBOR + 5.0%, 5.0% Cash12/2106/27— (4)(4)— %(3) (6) (7) (13)
1,944 1,868 1,876 
MC Group Ventures CorporationBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash07/2106/275,824 5,684 5,774 0.7 %(5) (6) (7) (9)
Partnership Units (560 units)N/A06/21N/A560 571 0.1 %(6)
5,824 6,244 6,345 
Media Recovery, Inc. (SpotSee)Containers, Packaging & GlassFirst Lien Senior Secured Term LoanGBP LIBOR + 6.0%, 7.0% Cash05/2111/25947 970 947 0.1 %(5) (6) (7) (11)
947 970 947 
Medical Solutions Parent Holdings, Inc.HealthcareSecond Lien Senior Secured Term LoanLIBOR + 7.0%, 7.5% Cash11/2111/294,421 4,377 4,362 0.5 %(5) (7) (9)
4,421 4,377 4,362 
Medplast Holdings, Inc.Health CareSecond Lien Senior Secured Term LoanLIBOR + 7.75%, 7.8% Cash05/2107/269,325 8,580 8,854 1.1 %(5) (7) (8)
9,325 8,580 8,854 
Mertus 522. GmbHHealth CareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.3% Cash05/2105/26438 260 251 — %(3) (5) (6) (7) (14)
438 260 251 
Metis BidCo Pty Limited (0.0%)*Business Equipment & ServicesFirst Lien Senior Secured Term LoanBBSY + 5.25%, 5.3% Cash05/2104/26414 439 414 — %(3) (5) (6) (16)
414 439 414 
MNS Buyer, Inc.Construction & BuildingFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash08/2108/27921 903 905 0.1 %(5) (6) (7) (8)
LLC Units (76.92 Units)N/A08/21N/A77 78 — %(6)
921 980 983 
Modern Star Holdings Bidco Pty LimitedNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanBBSY + 6.25%, 6.8% Cash05/2112/26841 855 837 0.1 %(3) (5) (6) (7) (15)
841 855 837 
Mold-Rite Plastics, LLCContainers, Packaging & GlassSecond Lien Senior Secured Term LoanLIBOR + 7.0%, 7.5% Cash09/2109/295,000 4,950 4,975 0.6 %(5) (6) (7) (9)
5,000 4,950 4,975 
Murphy Midco LimitedMedia, Diversified & ProductionFirst Lien Senior Secured Term LoanGBP LIBOR + 4.75%, 4.8% Cash05/2111/27638 642 623 0.1 %(3) (5) (6) (7) (12)
638 642 623 
Music Reports, Inc.Media & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash05/2108/262,598 2,559 2,546 0.3 %(5) (6) (7) (9)
2,598 2,559 2,546 
Narda Acquisitionco., Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 6.3% Cash12/2112/274,591 4,511 4,511 0.6 %(5) (6) (7) (9)
RevolverLIBOR + 5.25%, 6.3% Cash12/2112/27— (18)(19)— %(6) (7) (9)
Class A Preferred Stock (3,708.1 units)N/A12/21N/A371 371 — %(6)
Class B Common Stock (412.0 units)N/A12/21N/A41 41 — %(6)
4,591 4,905 4,904 
Navia Benefit Solutions, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 6.3% Cash05/2102/274,630 4,527 4,590 0.5 %(5) (6) (7) (9)
4,630 4,527 4,590 
38
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
 Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
NeoxCoInternet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 6.8% Cash05/2105/25$250 $259 $250 — %(3) (5) 6) ((7) (14)
Second Lien Senior Secured Term Loan12.5% PIK05/2108/2540 41 40 — %(3) (6)
290 300 290 
Net Health Acquisition Corp.Health Care TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash05/2112/23938 924 934 0.1 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash05/2112/2510,154 9,997 10,104 1.2 %(5) (6) (7) (9)
11,092 10,921 11,038 
NEWCO AHPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.3% Cash05/2110/251,279 1,353 1,279 0.2 %(3) (5) (6) (7) (13)
1,279 1,353 1,279 
Nexus Underwriting Management LimitedOther FinancialFirst Lien Senior Secured Term LoanSONIA + 5.25%, 5.3% Cash10/2110/284,218 4,072 4,060 0.5 %(3) (5) (6) (7) (23)
RevolverSONIA + 5.25%, 5.3% Cash10/2104/2282 81 80 — %(3) (6) (7) (23)
4,300 4,153 4,140 
Northstar Recycling, LLCEnvironmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash10/2109/276,190 6,071 6,066 0.7 %(5) (6) (7) (9)
6,190 6,071 6,066 
Novotech Aus Bidco Pty LtdPublishingFirst Lien Senior Secured Term LoanBBSY + 5.5%, 6.0% Cash,05/2109/231,333 1,416 1,328 0.2 %(3) (5) (6) (7) (15)
1,333 1,416 1,328 
OA Buyer, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 6.8% Cash12/2112/288,501 8,331 8,331 1.0 %(3) (5) (6) (7) (9)
RevolverLIBOR + 6.0%, 6.8% Cash12/2112/28— (27)(27)— %(3) (6) (7) (9)
Partnership Units (210,920.1 units)N/A12/21N/A211 211 — %(3) (6)
8,501 8,515 8,515 
OG III B.V.Containers & Glass ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash06/2106/2812,862 13,322 12,573 1.5 %
(3) (5) (6) (7) (13)
12,862 13,322 12,573 
Omni Intermediate Holdings, LLCTransportationFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash05/2112/2614,387 13,972 13,981 1.7 %(5) (6) (7) (8)
14,387 13,972 13,981 
Options Technology Ltd.Computer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.5%, 5.5% Cash05/2112/258,594 8,428 8,394 1.0 %(3) (5) (6) (7) (9)
8,594 8,428 8,394 
Oracle Vision Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.25%, 5.3% Cash06/2105/281,502 1,522 1,467 0.2 %(3) (5) (6) (7) (23)
1,502 1,522 1,467 
Origin Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash06/2106/28597 582 584 0.1 %(3) (5) (6) (7) (9)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash06/2106/28377 394 369 — %(3) (5) (6) (7) (13)
974 976 953 
OSP Hamilton Purchaser, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash12/2112/272,281 2,235 2,235 0.3 %(5) (6) (7) (8)
RevolverLIBOR + 5.75%, 6.8% Cash12/2112/27— (4)(4)— %(6) (7) (9)
2,281 2,231 2,231 
Pacific Health Supplies Bidco Pty LimitedHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanBBSY + 6.0%, 6.5% Cash05/2112/251,073 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 ServicesFirst Lien Senior Secured Term LoanBBSY + 5.5%, 6.5% Cash05/2106/23702 744 679 0.1 %(3) (5) (6) (17)
702 744 679 
39
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
 Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Pare SAS (SAS Maurice MARLE)Health Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 6.8% Cash05/2112/26$910 $957 $910 0.1 %(3) (5) (6) (7) (13)
910 957 910 
Patriot New Midco 1 Limited (Forensic Risk Alliance)Diversified Financial ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.75%, 7.8% Cash05/2102/27429 450 409 — %(3) (5) (6) (7) (9)
First Lien Senior Secured Term LoanEURIBOR + 6.75%, 6.8% Cash05/2102/27502 496 479 0.1 %(3) (5) (6) (7) (13)
931 946 888 
PDQ.Com CorporationBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash08/2108/2715,776 15,421 15,410 1.9 %(5) (6) (7) (9)
Class A-2 Partnership Units (86.39 units)N/A08/21N/A86 87 — %(6)
15,776 15,507 15,497 
PEGASUS TRANSTECH HOLDING, LLCTruckingFirst Lien Senior Secured Term LoanLIBOR + 6.5%, 7.5% Cash05/2111/248,333 8,333 8,333 1.0 %(5) (6) (7) (8)
8,333 8,333 8,333 
Perforce Software, Inc.Internet Software & ServicesSecond Lien Senior Secured Term LoanLIBOR + 8.0%, 8.1% Cash05/2107/276,497 6,423 6,497 0.8 %(5) (6) (7) (8)
6,497 6,423 6,497 
Permaconn BidCo Pty LtdTele-communicationsFirst Lien Senior Secured Term LoanBBSY + 6.5%, 6.5% Cash12/2112/278,114 7,776 7,891 0.9 %(3) (5) (6) (7) (15)
8,114 7,776 7,891 
Pilot Air Freight, LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash05/2107/2414,191 14,014 14,191 1.7 %(5) (6) (7) (9)
14,191 14,014 14,191 
Polara Enterprises, L.L.C.Capital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash12/2112/274,243 4,159 4,158 0.5 %(5) (6) (7) (9)
RevolverLIBOR + 4.75%, 5.8% Cash12/2112/27— (11)(11)— % (6) (7) (9)
Partnership Units (3,820.44 Units)N/A12/21N/A382 382 — %(6)
4,243 4,530 4,529 
Policy Services Company, LLCProperty & Casualty InsuranceFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash, 4.0% PIK12/2106/2643,421 41,702 41,694 5.0 %(5) (6) (7) (9)
Warrants - Class A (26,774 units)N/A12/21N/A— — — %(6)
Warrants - Class B (9,036 units)N/A12/21N/A— — — %(6)
Warrants - Class CC (929 units)N/A12/21N/A— — — %(6)
Warrants - Class D (2,387 units)N/A12/21N/A— — — %(6)
43,421 41,702 41,694 
Premium Franchise Brands, LLCResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 7.3% Cash05/2112/2624,972 24,525 24,473 2.9 %(5) (6) (7) (9)
24,972 24,525 24,473 
Premium InvestBrokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanEURIBOR + 6.0%, 6.0% Cash06/2106/284,208 4,335 4,141 0.5 %(3) (5) (6) (7) (13)
4,208 4,335 4,141 
Preqin MC LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSOFR + 5.5%, 5.5% Cash08/2107/282,500 2,429 2,478 0.3 %(3) (5) (6) (7) (25)
2,500 2,429 2,478 
Professional Datasolutions, Inc. (PDI)Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 4.5%, 5.5% Cash05/2110/2411,850 11,794 11,672 1.4 %(5) (6) (7) (9)
11,850 11,794 11,672 
Protego Bidco B.V.Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.3% Cash05/2103/27136 139 134 — %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 6.0%, 6.0% Cash05/2103/28498 506 481 0.1 %(3) (5) (6) (7) (13)
634 645 615 
40
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
 Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
QPE7 SPV1 BidCo Pty LtdConsumer CyclicalFirst Lien Senior Secured Term LoanBBSY + 5.5%, 6.0% Cash09/2109/26$4,048 $3,902 $3,985 0.5 %(3) (5) (6) (7) (16)
4,048 3,902 3,985 
Questel UniteBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.3% Cash05/2112/272,011 1,982 1,981 0.3 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 6.8% Cash05/2112/271,000 987 994 0.1 %(3) (5) (6) (7) (9)
3,011 2,969 2,975 
Recovery Point Systems, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.5%, 7.5% Cash,05/2108/262,454 2,454 2,454 0.3 %(5) (6) (7) (9)
2,454 2,454 2,454 
Renaissance Holding Corp.Application SoftwareSecond Lien Senior Secured Term LoanLIBOR + 7.0%, 7.1% Cash05/2105/269,325 9,301 9,339 1.1 %(5) (7) (8)
9,325 9,301 9,339 
Renovation Parent Holdings, LLCHome furnishingsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 6.5% Cash11/2111/2714,563 14,206 14,199 1.7 %(5) (6) (7) (10)
Partnership Equity (592,105.3 units)N/A11/21N/A592 610 0.1 %(6)
14,563 14,798 14,809 
REP SEKO MERGER SUB LLCAir Freight & LogisticsFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash05/2112/267,411 7,391 7,284 0.9 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanEURIBOR + 5.0%, 6.0% Cash05/2112/266,298 6,326 6,203 0.7 %(5) (6) (7) (13)
13,709 13,717 13,487 
Resonetics, LLCHealth Care EquipmentSecond Lien Senior Secured Term LoanLIBOR + 7.0%, 7.8% Cash05/2104/2910,304 10,106 10,098 1.2 %(5) (6) (7) (10)
10,304 10,106 10,098 
RevSpring, Inc.Business ServicesSecond Lien Senior Secured Term LoanLIBOR + 8.25%, 8.4% Cash05/2110/262,556 2,507 2,556 0.3 %(5) (6) (7) (9)
2,556 2,507 2,556 
Reward Gateway (UK) LtdPrecious Metals & MineralsFirst Lien Senior Secured Term LoanSONIA + 6.75%, 6.8% Cash08/2106/2813,113 13,066 12,770 1.5 %(3) (5) (6) (7) (23)
13,113 13,066 12,770 
Riedel Beheer B.V.Food & BeverageFirst Lien Senior Secured Term LoanEURIBOR + 5.5%, 5.5% Cash12/2112/281,899 1,835 1,843 0.2 %(3) (5) (6) (7) (13)
Super Senior Secured Term LoanEURIBOR + 5.5%, 5.5% Cash12/2112/28230 222 223 — %(3) (5) (6) (7) (13)
RevolverEURIBOR + 5.5%, 5.5% Cash12/2106/28— (5)(5)— %(3) (6) (7) (13)
2,129 2,052 2,061 
ROI Solutions LLCBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.0%, 6.0% Cash05/2108/248,474 8,474 8,474 1.0 %(5) (6) (7) (9)
8,474 8,474 8,474 
RPX CorporationResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash05/2110/2517,802 17,508 17,436 2.1 %(5) (6) (7) (9)
17,802 17,508 17,436 
Safety Products Holdings, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash05/2112/265,400 5,245 5,213 0.6 %(5) (6) (7) (8)
5,400 5,245 5,213 
Sandvine CorporationCommunications EquipmentSecond Lien Senior Secured Term LoanLIBOR + 8.0%, 8.1% Cash05/2111/268,685 8,654 8,685 1.0 %(5) (6) (7) (8)
8,685 8,654 8,685 
41
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
 Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Sanoptis SARLHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 5.8% Cash05/2105/26$1,137 $1,185 $1,137 0.1 %(3) (5) (6) (7) (14)
First Lien Senior Secured Term LoanEURIBOR + 6.0%, 6.0% Cash05/2105/2614,895 14,637 14,895 1.8 %(3) (5) (6) (7) (14)
First Lien Senior Secured Term LoanCHF LIBOR + 5.75%, 5.8% Cash05/2105/26390 384 390 — %(3) (5) (6) (7) (21)
First Lien Senior Secured Term LoanCHF LIBOR + 6.0%, 6.0% Cash05/2105/262,697 2,689 2,697 0.4 %(3) (5) (6) (7) (21)
19,119 18,895 19,119 
Scaled Agile, Inc.Research & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.3% Cash05/2112/281,748 1,705 1,705 0.2 %(5) (6) (7) (9)
RevolverLIBOR + 5.5%, 6.3% Cash05/2112/28— (7)(7)— %(6) (7) (9)
1,748 1,698 1,698 
Simulation Software Investment Company Pty LtdBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash05/2109/22639 637 639 0.1 %(3) (5) (6) (7) (9)
First Lien Senior Secured Term LoanBBSY + 5.5%, 5.6% Cash05/2109/22654 696 654 0.1 %(3) (5) (6) (7) (16)
1,293 1,333 1,293 
SISU ACQUISITIONCO., INC.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 6.3% Cash05/2112/262,545 2,503 2,458 0.3 %(5) (6) (7) (9)
2,545 2,503 2,458 
Smartling, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash11/2111/2714,529 14,204 14,197 1.7 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 6.8% Cash11/2111/27— (20)(21)— %(6) (7) (9)
14,529 14,184 14,176 
SN BUYER, LLCHealth Care ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash05/2112/265,185 5,119 5,185 0.6 %(5) (6) (7) (8)
5,185 5,119 5,185 
Springbrook Software (SBRK Intermediate, Inc.)Enterprise Software & ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash05/2112/262,434 2,426 2,434 0.3 %(5) (6) (7) (9)
2,434 2,426 2,434 
SPT Acquico LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash05/2112/271,807 1,765 1,807 0.2 %(3) (5) (6) (7) (9)
1,807 1,765 1,807 
SSCP Pegasus Midco LimitedHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanGBP LIBOR + 6.75%, 6.8% Cash05/2111/27763 762 758 0.1 %(3) (5) (6) (7) (11)
763 762 758 
SSCP Spring Bidco LimitedHealth CareFirst Lien Senior Secured Term LoanGBP LIBOR + 6.25%, 6.8% Cash05/2107/251,113 1,148 1,108 0.1 %(3) (5) (6) (7) (12)
1,113 1,148 1,108 
SSCP Thermal Bidco SASIndustrial MachineryFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.3% Cash05/2107/24757 804 757 0.1 %(3) (5) (6) (7) (14)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 5.4% Cash05/2107/2498 98 98 — %(3) (5) (6) (7) (10)
855 902 855 
Starnmeer B.V.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.4%, 6.9% Cash10/2104/2713,388 13,193 13,187 1.6 %(3) (5) (6) (7) (9)
13,388 13,193 13,187 
Superjet Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.5% Cash12/2112/2723,175 22,711 22,711 2.7 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 6.5% Cash12/2112/27— (37)(37)— % (6) (7) (9)
23,175 22,674 22,674 
Syntax Systems LtdTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.3% Cash11/2110/286,459 6,380 6,377 0.8 %(3) (5) (6) (7) (8)
RevolverLIBOR + 5.5%, 6.3% Cash11/2110/26405 396 396 — %(3) (6) (7) (8)
6,864 6,776 6,773 
42
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
 Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
TA SL Cayman Aggregator Corp.
TechnologySubordinated Term Loan8.8% PIK07/2107/28$967 $948 $950 0.1 %(6)
Common Stock (770 shares)N/A07/21N/A24 31 — %
(6)*
967 972 981 
Techone B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.5%, 5.5% Cash11/2111/284,046 3,907 3,914 0.5 %(3) (5) (6) (7) (13)
RevolverEURIBOR + 5.5%, 5.5% Cash11/2105/2850 45 45 — %(3) (6) (7) (13)
4,096 3,952 3,959 
Temple Midco LimitedIndustrial MachineryFirst Lien Senior Secured Term LoanGBP LIBOR + 5.25%, 5.8% Cash05/2108/24990 1,017 990 0.1 %(3) (5) (6) (7) (12)
990 1,017 990 
Tencarva Machinery Company, LLCCapital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash12/2112/275,486 5,375 5,374 0.6 %(3) (5) (6) (7) (9)
RevolverLIBOR + 5.5%, 6.5% Cash12/2112/27— (20)(20)(3) (6) (7) (9)
5,486 5,355 5,354 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)Brokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 5.3% Cash10/2112/271,264 1,158 1,158 0.1 % (5) (6) (7) (9)
RevolverLIBOR + 4.25%, 5.3% Cash10/2112/27— (21)(22)— % (6) (7) (9)
Subordinated Term Loan7.75% PIK10/2110/284,974 4,876 4,874 0.6 %(6)
6,238 6,013 6,010 
The Hilb Group, LLCInsurance BrokerageFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash05/2112/263,635 3,537 3,562 0.4 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 5.5%, 6.3% Cash05/2112/26117 (4)(4)— %(5) (6) (7) (9)
3,752 3,533 3,558 
The Octave Music Group, Inc. (fka TouchTones Interactive Networks, Inc.)EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 6.3% Cash, 0.75% PIK05/2105/252,760 2,713 2,758 0.3 %(5) (6) (7) (8)
2,760 2,713 2,758 
Total Safety U.S. Inc.Diversified Support ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash08/2108/252,472 2,446 2,434 0.3 %(7) (10)
2,472 2,446 2,434 
Trident Maritime Systems, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash05/2102/279,029 8,889 9,029 1.1 %(5) (6) (7) (9)
9,029 8,889 9,029 
Truck-Lite Co., LLCAutomotive Parts & EquipmentFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 7.3% Cash05/2112/2614,476 14,228 14,097 1.7 %(5) (6) (7) (9)
14,476 14,228 14,097 
Turbo Buyer, Inc.Finance CompaniesFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash11/2112/259,425 9,197 9,190 1.1 %(5) (6) (7) (9)
9,425 9,197 9,190 
Turnberry Solutions, Inc.Consumer CyclicalFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash07/2109/262,500 2,454 2,457 0.3 %(5) (6) (7) (9)
2,500 2,454 2,457 
UKFast Leaders LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 7.0%, 7.1% Cash05/2109/274,783 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 ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 6.8% Cash05/2111/242,372 2,262 2,372 0.3 %(5) (6) (7) (9)
2,372 2,262 2,372 
Utac CeramBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 5.3% Cash05/2109/27910 942 892 0.1 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 5.5% Cash05/2109/27243 236 238 — %(3) (5) (6) (7) (9)
1,153 1,178 1,130 
43
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
 Investment Type (1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Validity, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 4.8% Cash05/2105/25$939 $900 $936 0.1 %(5) (6) (7) (8)
939 900 936 
VistaJet Pass Through Trust 2021-1BAirlinesStructured Secured Note - Class B6.3% Cash11/2102/2910,000 10,000 9,811 1.2 %
10,000 10,000 9,811 
Vital Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.3% Cash06/2106/28982 964 966 0.1 %(5) 6) ((7) (9)
Partnership Units (1,096.2 units)N/A06/21N/A11 11 — %(6)
982 975 977 
Vitalyst, LLCIT Consulting & Other ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.0%, 7.0% Cash05/2108/221,942 1,942 1,942 0.2 %(5) (6) (7) (9)
1,942 1,942 1,942 
VP Holding CompanyTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.5%, 6.5% Cash05/2105/247,149 7,045 7,034 0.8 %(5) (6) (7) (9)
7,149 7,045 7,034 
W2O Holdings, Inc.Healthcare TechnologyFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 5.8% Cash05/2106/25400 400 400 — %(6) (7) (9)
400 400 400 
Woodland Foods, LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 6.5% Cash12/2112/278,336 8,172 8,170 1.0 %(5) (6) (7) (9)
RevolverLIBOR + 5.50%, 6.5% Cash12/2112/27125 93 92 — % (6) (7) (9)
Common Stock (1,204,461.64 shares)N/A12/21N/A1,204 1,204 0.1 %(6)
8,461 9,469 9,466 
World 50, Inc.Professional ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.5%, 5.5% Cash05/2101/2615,573 15,286 15,339 1.8 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 6.3% Cash05/2101/26691 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, LLCBanking, Finance, Insurance, & Real EstateSecond Lien Senior Secured Term Loan7.5% Cash07/2107/283,209 3,178 3,345 0.4 %(6)
RevolverLIBOR + 7.25%07/2107/281,283 1,194 1,283 0.2 %(6) (9)
LLC Units (63,139,338 units)N/A07/21N/A63,423 65,412 7.8 %(6)
4,492 67,795 70,040 
Thompson Rivers LLCInvestment Funds & Vehicles6.4% Member InterestN/A08/21N/A32,249 33,511 4.0 %(3)
32,249 33,511 
Waccamaw River LLCInvestment Funds & Vehicles20% Member InterestN/A08/21N/A13,720 13,501 1.6 %(3)
13,720 13,501 
Subtotal Affiliate Investments (14.0%)4,492 113,764 117,052 
Total Investments, December 31, 2021 (167.5%)*$1,302,218 $1,396,518 $1,397,648 
44
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
Foreign Currency Forward Contracts:
DescriptionNotional Amount to be PurchasedNotional Amount to be SoldCounterpartySettlement DateUnrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD)A$20,975$15,076BNP Paribas SA01/06/22$171 
Foreign currency forward contract (AUD)$15,106A$20,975BNP Paribas SA01/06/22(142)
Foreign currency forward contract (AUD)$15,068A$20,961BNP Paribas SA04/08/22(172)
Foreign currency forward contract (CAD)$749$586BNP Paribas SA01/06/225 
Foreign currency forward contract (CAD)$587$749BNP Paribas SA01/06/22(4)
Foreign currency forward contract (CAD)$633$808BNP Paribas SA04/08/22(6)
Foreign currency forward contract (DKK)2,141kr.$326BNP Paribas SA01/06/221 
Foreign currency forward contract (DKK)$3352,141kr.BNP Paribas SA01/06/227 
Foreign currency forward contract (DKK)$3232,114kr.BNP Paribas SA04/08/22(2)
Foreign currency forward contract (EUR)€47,857$54,213BNP Paribas SA01/06/22243 
Foreign currency forward contract (EUR)$55,239€47,857BNP Paribas SA01/06/22783 
Foreign currency forward contract (EUR)$111,330€98,201BNP Paribas SA04/08/22(634)
Foreign currency forward contract (GBP)£8,817$11,744BNP Paribas SA01/06/22197 
Foreign currency forward contract (GBP)£2,000$2,664BNP Paribas SA01/07/2245 
Foreign currency forward contract (GBP)$11,828£8,817BNP Paribas SA01/06/22(112)
Foreign currency forward contract (GBP)$2,717£2,000BNP Paribas SA01/07/228 
Foreign currency forward contract (GBP)$13,907£10,446BNP Paribas SA04/08/22(234)
Foreign currency forward contract (NZD)NZ$610$415BNP Paribas SA01/06/223 
Foreign currency forward contract (NZD)$419NZ$610BNP Paribas SA01/06/221 
Foreign currency forward contract (NZD)$416NZ$614BNP Paribas SA04/08/22(3)
Foreign currency forward contract (SEK)5,421kr$600BNP Paribas SA01/07/22— 
Foreign currency forward contract (SEK)$6175,421krBNP Paribas SA01/07/2217 
Foreign currency forward contract (SEK)$6075,483krBNP Paribas SA04/08/22— 
Foreign currency forward contract (CHF)17,957Fr.$19,530BNP Paribas SA01/06/22162 
Foreign currency forward contract (CHF)103Fr.$113BNP Paribas SA01/07/22— 
Foreign currency forward contract (CHF)$19,26417,957Fr.BNP Paribas SA01/06/22(428)
Foreign currency forward contract (CHF)$113103Fr.BNP Paribas SA01/07/22— 
Foreign currency forward contract (CHF)$19,85318,212Fr.BNP Paribas SA04/08/22(168)
Total Foreign Currency Forward Contracts, December 31, 2021$(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, unless otherwise noted.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 Company1940 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 “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, CHF LIBOR, NZD 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 June 30,December 31, 2021 represented 144.5% 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'sCompany’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 13.7%represent 22.1% of total investments at fair value as of June 30,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'sCompany’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:
45
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 ValueAmount of Interest or Dividends Credited to Income(d)
Portfolio CompanyType of Investment(a)
Eclipse Business Capital, LLC (e)
Second Lien Senior Secured Term Loan (7.5% Cash)$— $3,178 $— $— $167 $3,345 $119,929 
Revolver (LIBOR + 7.25%)— 1,194 — — 90 1,284 37,400 
LLC units (63,139,338 units)— 63,423 — — 1,989 65,412 2,528,320 
— 67,795 — — 2,246 70,041 2,685,649 
Thompson Rivers LLC6.4% Member Interest— 32,249 — — 1,261 33,510 2,249,354 
— 32,249 — — 1,261 33,510 2,249,354 
Waccamaw River LLC20% Member Interest— 13,720 — (219)13,501 280,000 
— 13,720 — — (219)13,501 280,000 
Total Affiliate Investments$— $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 $400.0$600.0 million senior secured revolving credit facility with BNP Paribas entered into on May 11, 2021 (the “Revolving Credit Facility”).Paribas.
(5)(6)The fair value of the investment was determined using significant unobservable inputs.
(6)(7)Debt investment includes interest rate floor feature.
(7)(8)The interest rate on these loans is subject to 1 Month LIBOR, which as of June 30,December 31, 2021 was 0.10050%.
(8)The interest rate on these loans is subject to 2 Month LIBOR, which as of June 30, 2021 was 0.12550%0.10125%.
(9)The interest rate on these loans is subject to 3 Month LIBOR, which as of June 30,December 31, 2021 was 0.14575%0.20913%.
(10)The interest rate on these loans is subject to 6 Month LIBOR, which as of June 30,December 31, 2021 was 0.15950%0.33875%.
(11)The interest rate on these loans is subject to 3 Month GBP LIBOR, which as of June 30,December 31, 2021 was 0.07788%0.26225%.
(12)The interest rate on these loans is subject to 6 Month GBP LIBOR, which as of June 30,December 31, 2021 was 0.10800%0.47363%.
(13)The interest rate on these loans is subject to 3 Month EURIBOR, which as of June 30,December 31, 2021 was -0.54200%-0.57200%.
(14)The interest rate on these loans is subject to 6 Month EURIBOR, which as of June 30,December 31, 2021 was -0.51500%-0.54600%.
(15)The interest rate on these loans is subject to 1 Month BBSY, which as of June 30,December 31, 2021 was 0.01000%0.01500%.
(16)The interest rate on these loans is subject to 3 Month BBSY, which as of June 30,December 31, 2021 was 0.03030%0.06770%.
(17)The interest rate on these loans is subject to 6 Month BBSY, which as of June 30,December 31, 2021 was 0.06500%0.21350%.
(18)The interest rate on these loans is subject to 3 Month STIBOR, which as of June 30,December 31, 2021 was -0.05600%-0.00050%.
(19)The interest rate on these loans is subject to 6 Month STIBOR, which as of June 30,December 31, 2021 was -0.05200%-0.00020%.
(20)The interest rate on these loans is subject to 3 Month CDOR, which as of June 30,December 31, 2021 was 0.43875%0.51750%.
(21)The interest rate on these loans is subject to 6 Month SONIA, which as of June 30, 2021 was 0.05670%.
(22)The interest rate on these loans is subject to 6 Month CHF LIBOR, which as of June 30,December 31, 2021 was -0.70960%-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.
1846
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements

1. Organization, Business, Basis of Presentation and Summary of Significant Accounting PoliciesORGANIZATION, BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
Barings Private Credit Corporation (“BPCC” or the “Company”)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 “perpetual-life“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 quarterly on a continuous basis in private offerings at a price generally equal to the BDC’s quarterly 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 $382.9$338.4 billion in assets under management as of JuneSeptember 30, 2021.2022.
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, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, 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 $1,000,000,000$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 Initial Portfolio is comprised of investments that the Company believes provides it with a sound foundation for the start of its business. 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 $602.8$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 determinedconcluded that no purchase price adjustments were necessary.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
1947
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
for this exception. Therefore, the Company’sCompany's investment portfolio is carried on the Unaudited and Audited Consolidated Balance SheetSheets at fair value, as discussed further in Note“Note 3 – Investments”, with any adjustments to fair value recognized as “Net unrealized appreciation”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 atAt the discretion of the Board, the Company intends to commencecommenced a share repurchase program in which the Company intends tomay repurchase, in each quarter, up to 5% of ourits 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 one-year holding period will be measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchaserepurchase 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 period from May 10, 2021 (commencement of operations)three and nine months ended September 30, 2022.
48
Barings Private Credit Corporation
Notes to June 30, 2021.Unaudited Consolidated Financial Statements — (Continued)
2. Agreements and Related Party TransactionsAGREEMENTS AND RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
On May 13, 2021,Pursuant to the Company entered intoterms of an amended and restated investment advisory agreement (the “Advisory Agreement”)
with the Adviser. Pursuant to 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.
20
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 nine months ended September 30, 2022, the Base Management Fee determined in accordance with the terms of the Advisory Agreement was $3.2 million and $8.3 million, respectively. For the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to JuneSeptember 30, 2021, the Base Management Fee determined in accordance with the terms of the Advisory Agreement was $0.7 million. As$1.5 million and $2.2 million, respectively. The Adviser voluntarily agreed to waive the Base Management Fee of June$1.5 million for the three months ended September 30, 2021, thewhich resulted in a net Base Management Fee of $0.7 million for the period from May 10, 2021 (commencement of operations) to JuneSeptember 30, 2021 after taking into account the waiver. Any portion of the Base Management Fee waived is not subject to recoupment in subsequent periods. As of September 30, 2022, the Base Management Fee of $3.2 million for the quarter ended September 30, 2022 was unpaid and included in “Base management fees payable” in the accompanying Unaudited
49
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 Unaudited Consolidated Balance Sheet.
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
21
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 the each quarter during the Trailing Twelve Months and appropriately adjusted for any share issuances or repurchases during the period (the “Average TTM Gross Assets”); provided, however, that, 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%, then the Incentive Fee Cap will equal 0.20% of the Average TTM Gross Assets.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.
50
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
For purposes of the Advisory Agreement, “CumulativeAgreement:
“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 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.
For both the three and nine months ended September 30, 2022, the Incentive Fee determined in accordance with the terms of the Advisory Agreement was $2.1 million. For the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to JuneSeptember 30, 2021, the Company did not incur any Incentive Fee.
22
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Fees.
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
51
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Company’s allocable portion of Barings’ overhead in performing its obligations under the Administration Agreement, 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”“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.London, England.
Under the terms of the Sub-Advisory Agreement and except as expressly provided for therein, BIIL provides advisory servesservices 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 JuneSeptember 30, 2021,2022, BIIL had approximately £14.8£16.5 billion in assets under management.
23
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Administration Agreement
On May 13, 2021,Under the Company entered intoterms of an administration agreement (the “Administration Agreement”) with the Adviser. Under the terms of the Administration Agreement,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;
52
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
• the allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such personnel in connection with performing administrative services for the Company under the Administration Agreement;
• the actual cost of goods and services used for the Company and obtained by the Administrator from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other 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 registration statements and amendments thereto, prospectus supplements,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 nine months ended September 30, 2022, the Company incurred and was invoiced by the Administrator expenses of approximately $0.5 million and $1.4 million, respectively, which amounts are included in “General and administrative expenses” in the accompanying Unaudited Consolidated Statements of Operations. For both the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, the Company incurred and was invoiced by the Administrator expenses of approximately $0.2 million, which amounts are included in “General and administrative expenses” in the accompanying Unaudited Consolidated Statements of Operations. As of JuneSeptember 30, 2022, administrative expenses of $0.5 million incurred during the three months ended September 30, 2022 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2021, Barings had not chargedadministrative expenses of $0.3 million incurred during the Company for any expenses underthree months ended December 31, 2021 were unpaid and included in “Administrative fees payable” in the terms of the Administration Agreement.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.
24
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Expense Support and Conditional Reimbursement Agreement
On May 13, 2021, theThe 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
53
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Barings; provided that Barings may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.
The Company’s obligation to make a Reimbursement Payment will automatically become a liability of the Company on the last business day of the applicable calendar quarter, except to the extent Barings has waived its right to receive such 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 nine months ended September 30, 2022, or for the period from May 10, 2021 (commencement of operations) to September 30, 2021.
3. InvestmentsINVESTMENTS
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-registeredSEC 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.
25
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 September 30, 2022 and December 31, 2021 are shown in the following table:
($ in thousands)($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets
September 30, 2022:September 30, 2022:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$1,591,139 82 %$1,535,665 81 %142 %
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
166,123 9 161,729 8 15 
Structured productsStructured products24,557 1 22,365 1 2 
Equity sharesEquity shares121,675 6 146,975 8 14 
Equity warrantsEquity warrants4 — — — — 
Investment in joint venturesInvestment in joint ventures46,570 2 38,726 2 3 
CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets		$1,950,068 100 %$1,905,460 100 %176 %
June 30, 2021:
Senior debt and 1st lien notes
$555,665,408 84 %$555,886,370 84 %122 %
Subordinated debt and 2nd lien notes
103,669,945 16 104,227,649 16 23 
Equity shares1,500,660 — 1,500,662 — — 
$660,836,013 100 %$661,614,681 100 %145 %
For
($ in thousands)
CostPercentage of
Total Portfolio		Fair ValuePercentage 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 products19,261 2 19,566 2 2 
Equity shares72,534 5 75,040 5 9 
Investment in joint ventures45,969 3 47,011 3 6 
$1,396,518 100 %1,397,648 100 %168 %
54
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the three months ended September 30, 2022, the Company made new investments totaling $199.8 million and made additional investments in existing portfolio companies totaling $57.8 million. During the nine months ended September 30, 2022, the Company made new investments totaling $516.6 million, made additional investments in existing portfolio companies totaling $221.7 million and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million.
During the three months ended September 30, 2021, the Company made new investments totaling $129.9 million, made investments in existing portfolio companies totaling $96.9 million, made new joint venture equity investments totaling $39.3 million and made a $63.4 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies. During the period from May 10, 2021 (commencement of operations) to JuneSeptember 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.$223.9 million, made additional investments in portfolio companies purchased from MassMutual and CM Life totaling $71.9 million, made new joint venture equity investments totaling $39.3 million and made a $63.4 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies.
Industry Composition
The industry composition of investments at fair value at JuneSeptember 30, 2022 and December 31, 2021, excluding short-term investments, was as follows:
June 30, 2021
($ in thousands)($ in thousands)September 30, 2022December 31, 2021
Aerospace and DefenseAerospace and Defense$32,533,212 4.9 %Aerospace and Defense$79,193 4.2 %$49,184 3.5 %
AutomotiveAutomotive29,911,919 4.5 Automotive52,584 2.8 51,013 3.7 
Banking, Finance, Insurance and Real EstateBanking, Finance, Insurance and Real Estate37,741,569 5.7 Banking, Finance, Insurance and Real Estate200,462 10.5 153,347 11.0 
Beverage, Food and TobaccoBeverage, Food and Tobacco7,579,870 1.2 Beverage, Food and Tobacco21,981 1.2 18,900 1.3 
Capital EquipmentCapital Equipment11,428,308 1.7 Capital Equipment37,232 2.0 23,589 1.7 
Chemicals, Plastics, and RubberChemicals, Plastics, and Rubber4,654,410 0.7 Chemicals, Plastics, and Rubber31,458 1.7 12,880 0.9 
Construction and BuildingConstruction and Building1,703,930 0.3 Construction and Building21,395 1.1 18,783 1.3 
Consumer Goods: DurableConsumer Goods: Durable1,009,381 0.2 Consumer Goods: Durable30,027 1.6 16,562 1.2 
Consumer Goods: Non-durableConsumer Goods: Non-durable10,352,796 1.6 Consumer Goods: Non-durable34,940 1.8 35,762 2.6 
Containers, Packaging and GlassContainers, Packaging and Glass16,409,636 2.5 Containers, Packaging and Glass47,764 2.5 19,518 1.4 
Energy: Electricity3,133,918 0.5 
Environmental IndustriesEnvironmental Industries3,392,349 0.5 Environmental Industries59,027 3.1 9,440 0.7 
Forest Products and PaperForest Products and Paper2,426,442 0.4 Forest Products and Paper— — 2,176 0.2 
Healthcare and PharmaceuticalsHealthcare and Pharmaceuticals106,086,210 16.0 Healthcare and Pharmaceuticals165,669 8.7 133,275 9.5 
High Tech IndustriesHigh Tech Industries167,422,293 25.3 High Tech Industries320,573 16.8 253,273 18.1 
Hotel, Gaming and LeisureHotel, Gaming and Leisure808,998 0.1 Hotel, Gaming and Leisure14,125 0.7 9,571 0.7 
Investment Funds and VehiclesInvestment Funds and Vehicles41,928 2.2 47,011 3.4 
Media: Advertising, Printing and PublishingMedia: Advertising, Printing and Publishing14,806,271 2.2 Media: Advertising, Printing and Publishing26,671 1.4 21,493 1.5 
Media: Broadcasting and SubscriptionMedia: Broadcasting and Subscription4,198,202 0.6 Media: Broadcasting and Subscription3,787 0.2 5,304 0.4 
Media: Diversified and ProductionMedia: Diversified and Production12,582,830 1.9 Media: Diversified and Production33,836 1.8 24,082 1.7 
Metals and MiningMetals and Mining7,425 0.4 — — 
Services: BusinessServices: Business72,715,933 11.0 Services: Business374,849 19.6 277,455 19.9 
Services: ConsumerServices: Consumer18,737,947 2.8 Services: Consumer95,737 5.0 63,838 4.6 
Structured ProductsStructured Products8,548 0.4 9,811 0.7 
TelecommunicationsTelecommunications4,740,523 0.7 Telecommunications21,238 1.1 12,588 0.9 
Transportation: CargoTransportation: Cargo73,613,500 11.1 Transportation: Cargo124,339 6.5 109,154 7.8 
Transportation: ConsumerTransportation: Consumer10,518,667 1.6 Transportation: Consumer44,922 2.4 18,392 1.3 
Utilities: ElectricUtilities: Electric5,750 0.3 1,247 0.1 
Wholesale13,105,567 2.0 
TotalTotal$661,614,681 100.0 %Total$1,905,460 100.0 %$1,397,648 100.0 %
2655
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 September 30, 2022. As of September 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 nine months ended September 30, 2022, Thompson Rivers declared $89.1 million and $178.5 million in dividends, respectively, of which $0.9 million and $3.0 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations. In addition, for the three and nine months ended September 30, 2022, the Company recognized $4.8 million and $8.3 million, respectively, of the dividends as a return of capital.
As of September 30, 2022, Thompson Rivers had $1.2 billion in Ginnie Mae early buyout loans and $203.5 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 September 30, 2022, Thompson Rivers had 6,913 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 $0.2 million and weighted average coupon of 4.0%.
As of September 30, 2022 and December 31, 2021, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
September 30, 2022:
Federal Housing Administration (“FHA”) loans$1,119,118 91 %$1,046,632 91 %
Veterans Affairs (“VA”) loans112,609 9 105,378 9 
$1,231,727 100 %$1,152,010 100 %
December 31, 2021:
Federal Housing Administration (“FHA”) loans$2,799,869 93 %$2,839,495 93 %
Veterans Affairs (“VA”) loans224,660 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 $284.8 million and $694.8 million outstanding as of September 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 $546.3 million and $1,245.2 million outstanding as of September 30, 2022 and December 31, 2021, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $241.5 million and $933.1 million outstanding as of September 30, 2022 and December 31, 2021, respectively.
The Company has determined that Thompson Rivers is an investment company under ASC, Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
56
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of September 30, 2022 and December 31, 2021, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 September 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.
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 September 30, 2022. As of September 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 nine months ended September 30, 2022, Waccamaw River declared $2.7 million and $6.6 million in dividends, respectively, of which $0.5 million and $1.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations.
As of September 30, 2022, Waccamaw River had $169.1 million in unsecured consumer loans and $11.5 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 September 30, 2022, Waccamaw River had 15,017 outstanding loans with an average loan size of $11,649, remaining average life to maturity of 44.7 months and weighted average interest rate of 11.6%. 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 $56.7 million outstanding as of September 30, 2022. Waccamaw River's secured loan borrowing with Barclays Bank PLC, which is non-recourse to the Company, had approximately $24.1 million outstanding as of September 30, 2022.
The Company has determined that Waccamaw River is an investment company under ASC, Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
57
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of September 30, 2022 and December 31, 2021, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 September 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 September 30, 2022 and December 31, 2021, $4.4 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 range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.
The Company has determined that Eclipse is not an investment company under ASC, Topic 946, Financial Services Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Eclipse because it does not provide services to the Company. Instead the Company accounts for its equity investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
The CompanyAdviser conducts the valuation of itsthe Company’s investments, upon which itsthe Company’s 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.
58
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 CompanyAdviser determines the fair value of itsthe Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the CompanyAdviser 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.
Investment Valuation Process
The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board may choose to designate the Company’s investment adviser to perform the fair value determination relating to such investments. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser’sAdviser's pricing committee.
At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser
27
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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’sCompany��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 providerproviders 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
59
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation provider appliesproviders apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use 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.use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the BoardAdviser 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’stockholders' best interests, to request thean 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 BoardAdviser determines in good faith whether the Company’sCompany's investments were valued at fair value in accordance with the Company’sCompany'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’sAdviser’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’sAdviser’s market assumptions. The Company’sAdviser’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 CompanyAdviser will utilize alternative approaches such as broker quotes or manual prices. The CompanyAdviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investment in Thompson Rivers and Waccamaw River
As Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using net asset 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.
28
60
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Level 3 Unobservable Inputs
The following table summarizestables summarize the significant unobservable inputs the CompanyAdviser used in the valuation of itsthe Company’s Level 3 debt and equity securities as of JuneSeptember 30, 2022 and December 31, 2021. The weighted average range of unobservable inputs is based on fair value of investments.
June 30, 2021Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes
$451,028,029 Yield AnalysisMarket Yield4.7% – 22.9%7.3%Decrease
104,858,341 Recent TransactionTransaction Price97.0% – 99.5%98.0%Increase
Subordinated debt and 2nd lien notes65,100,784 Yield AnalysisMarket Yield8.9% – 21.1%10.5%Decrease
21,021,578 Recent TransactionTransaction Price97.5% – 98.5%97.8%Increase
Equity shares1,500,662 Recent TransactionTransaction Price$10 – $1,000$992.8Increase
September 30, 2022
($ in thousands)
Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,243,446 Yield AnalysisMarket Yield6.9% – 24.5%10.5%Decrease
5,583 Waterfall ApproachEnterprise Value Multiple6.3x6.3xIncrease
36,372 Discounted Cash Flow AnalysisDiscount Rate9.5% – 12.9%11.8%Decrease
208,718 Recent TransactionTransaction Price96.8% – 100.0%97.9%Increase
Subordinated debt and 2nd lien notes(2)
112,292 Yield AnalysisMarket Yield8.6% – 17.5%12.3%Decrease
7,572 Market ApproachAdjusted EBITDA Multiple9.8x9.8xIncrease
8,807 Recent TransactionTransaction Price96.0% – 100.0%98.0%Increase
Structured products(3)
8,548 Discounted Cash Flow AnalysisDiscount Rate9.3%9.3%Decrease
Equity shares108,941 Market ApproachAdjusted EBITDA Multiple6.5x – 43.0x10.4xIncrease
12,054 Market ApproachRevenue Multiple6.3x – 29.8x18.9xIncrease
24,818 Recent TransactionTransaction Price$0.0 – $1,000$692.80Increase
Warrants— Market ApproachAdjusted EBITDA Multiple7.0x – 18.5xN/AIncrease

(1) Excludes investments with an aggregate fair value amounting to $4,973, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) Excludes investments with an aggregate fair value amounting to $15,736, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(3) Excludes investments with an aggregate fair value amounting to $5,209, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
61
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2021
($ in thousands)
Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes
$636,184 Yield AnalysisMarket Yield5.1% – 26.5%7.5%Decrease
502,634 Recent TransactionTransaction Price97.0% – 99.0%97.9%Increase
Subordinated debt and 2nd lien notes(1)
58,642 Yield AnalysisMarket Yield5.3% – 20.5%9.6%Decrease
28,607 Recent TransactionTransaction Price97.0% – 98.3%98.0%Increase
Equity shares71,037 Market ApproachAdjusted EBITDA Multiple6.5x – 54.0x15.3xDecrease
3,968 Recent TransactionTransaction Price$1.0 – $1,000$134.24Increase
(1) Excludes investments with an aggregate fair value amounting to $4,975, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
The following table presents the Company’s investment portfolio at fair value as of JuneSeptember 30, 2022 and December 31, 2021, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
Fair Value as of September 30, 2022
($ in thousands)($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$— $36,573 $1,499,092 $1,535,665 
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
— 17,322 144,407 161,729 
Structured productsStructured products— 8,608 13,757 22,365 
Equity sharesEquity shares96 1,066 145,813 146,975 
Investments subject to levelingInvestments subject to leveling$96 $63,569 $1,803,069 $1,866,734 
Investment in joint ventures(1)Investment in joint ventures(1)$38,726 
$1,905,460 
Fair Value as of June 30, 2021
Level 1Level 2Level 3TotalFair Value as of December 31, 2021
($ in thousands)($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$— $— $555,886,370 $555,886,370 
Senior debt and 1st lien notes
$— $2,434 $1,138,818 $1,141,252 
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
— 18,105,287 86,122,362 104,227,649 
Subordinated debt and 2nd lien notes
— 22,555 92,224 114,779 
Structured productsStructured products— 19,566 — 19,566 
Equity sharesEquity shares— — 1,500,662 1,500,662 Equity shares35 — 75,005 75,040 
Investments subject to levelingInvestments subject to leveling$35 $44,555 $1,306,047 $1,350,637 
Investment in joint ventures(1)Investment in joint ventures(1)$47,011 
$— $18,105,287 $643,509,394 $661,614,681 $1,397,648 
(1)The Company's investments in Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
62
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following table reconciles the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2022 and for the period from May 10, 2021 (commencement of operations) to JuneSeptember 30, 2021:
For the period from May 10, 2021 to June 30, 2021
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Equity SharesTotal
Nine Months Ended September 30, 2022
($ in thousands)
Nine Months Ended September 30, 2022
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of periodFair value, beginning of period$— $— $— $— Fair value, beginning of period$1,138,818 $92,224 $— $75,005 $— $1,306,047 
New investmentsNew investments66,183,783 1,454,372 1,500,660 69,138,815 New investments569,838 54,870 6,000 42,789 4 673,501 
Investments purchased from MassMutual496,205,187 88,836,151 — 585,041,338 
Transfers into Level 3, netTransfers into Level 3, net5,425 4,067 9,811 3,518 — 22,821 
Proceeds from sales of investmentsProceeds from sales of investments1,665 (573)— — — 1,092 
Loan origination fees receivedLoan origination fees received(1,885,103)(21,816)— (1,906,919)Loan origination fees received(14,238)(829)— — — (15,067)
Principal repayments receivedPrincipal repayments received(5,485,441)(4,476,198)— (9,961,639)Principal repayments received(153,392)(1,003)(714)— — (155,109)
Payment in kind interest earned20,006 249 — 20,255 
Payment in kind interest/dividendsPayment in kind interest/dividends1,823 1,199 100 — 3,122 
Accretion of loan premium/discountAccretion of loan premium/discount34 58 — — — 92 
Accretion of deferred loan origination revenueAccretion of deferred loan origination revenue626,451 62,470 — 688,921 Accretion of deferred loan origination revenue7,840 188 — — — 8,028 
Realized gain525 — — 525 
Realized lossRealized loss(6,565)(1,895)— — — (8,460)
Unrealized appreciation (depreciation)Unrealized appreciation (depreciation)220,962 267,134 2 488,098 Unrealized appreciation (depreciation)(52,156)(3,899)(1,340)24,401 (4)(32,998)
Fair value, end of periodFair value, end of period$555,886,370 $86,122,362 $1,500,662 $643,509,394 Fair value, end of period$1,499,092 $144,407 $13,757 $145,813 $— $1,803,069 
For the period from May 10, 2021 to September 30, 2021
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Equity SharesTotal
Fair value, beginning of period$— $— $— $— 
New investments280,081 10,580 66,180 356,841 
Investments purchased from MassMutual496,205 88,836 — 585,041 
Loan origination fees received(7,039)(169)— (7,208)
Principal repayments received(45,930)(37,621)— (83,551)
Payment in kind interest92 5 — 97 
Accretion of deferred loan origination revenue2,449 676 — 3,125 
Realized gain(46)(69)— (115)
Unrealized appreciation (depreciation)(3,137)110 (20)(3,047)
Fair value, end of period$722,675 $62,348 $66,160 $851,183 
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 appreciationdepreciation on Level 3 investments of $0.5$37.9 million during the nine months ended September 30, 2022 was related to portfolio company investments that were still held by the Company as of September 30, 2022. Pre-tax net unrealized depreciation on Level 3 investments of $2.4 million for the period from May 10, 2021 (commencement of operations) to JuneSeptember 30, 2021 was related to portfolio company investments that were still held by the Company as of JuneSeptember 30, 2021.
2963
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the nine months ended September��30, 2022, the Company made investments of approximately $666.5 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the nine months ended September 30, 2022, the Company made investments of $80.5 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans (if any) generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company is contractually owed and recognizes interest income equal to the applicable margin ("spread") beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor 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 September 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. As
Cash
Cash consists of June 30, 2021, thedeposits 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 does not “Control”places its cash with financial institutions and, is not deemed to be an “Affiliated Person” of any of its portfolio companies for the purposes of the 1940 Act.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 Juneboth September 30, 2022 and December 31, 2021, the Company had no non-accrual assets. Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Payment-in-Kind Interest
The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees, covenant waiver fees and loan amendment fees, and are recorded as investment income when earned.
Fee income for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to JuneSeptember 30, 2021 was as follows:
For the period from May 10, 2021 (commencement of operations) to
June 30, 2021
Recurring Fee Income:
Amortization of loan origination fees$692,407 
Management, valuation and other fees40,070 
Total Recurring Fee Income732,477 
Non-Recurring Fee Income:
Acceleration of unamortized loan origination fees13,991 
Advisory, loan amendment and other fees75,735 
Total Non-Recurring Fee Income89,726 
Total Fee Income$822,203
Three Months EndedThree Months EndedNine Months
 Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Recurring Fee Income:
Amortization of loan origination fees$1,796 $1,372 $4,975 $2,065 
Management, valuation and other fees464 90 1,283 130 
Total Recurring Fee Income2,260 1,462 6,258 2,195 
Non-Recurring Fee Income:
Prepayment fees230 156 241 156 
Acceleration of unamortized loan origination fees1,346 1,096 3,156 1,109 
Advisory, loan amendment and other fees241 52 696 128 
Total Non-Recurring Fee Income1,817 1,304 4,093 1,393 
Total Fee Income$4,077 $2,766 $10,351 $3,588 
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 bank serviceBoard 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.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 JuneSeptember 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 JuneSeptember 30, 2022 and December 31, 2021, the Company’s largest single portfolio company investment represented approximately 1.8%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 JuneSeptember 30, 2021,2022, all $646.0 million 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.
Financial and Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated Statement of Operations as the hedged item. The Company places its cash with financial institutionsCompany’s derivative instruments are used to hedge the Company’s fixed rate debt, and at times, cash may exceed insured limits undertherefore both the periodic payment and the change in fair value for the effective hedge, if applicable, law.will be recognized as components of interest expense in the Unaudited Consolidated Statement of Operations. The fair value of the Company’s interest rate swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currency
As of JuneSeptember 30, 20212022 the Company held 1117 investments that were denominated in Australian dollars, 39one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, 61 investments that were denominated in Euros, one investment that was denominated in Swiss francs, one investment that was denominated in Swedish krona, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone and 26 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.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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, for the period from May 10, 2021 (commencementas of operations) to JuneSeptember 30, 2021,2022, 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.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
4. Income TaxesINCOME TAXES
The Company intends to elect and qualify annuallyhas elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively). 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 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 JuneSeptember 30, 2022 and December 31, 2021 was approximately $660.8 million.$1,949.8 million and $1,396.2 million, respectively. As of JuneSeptember 30, 2021,2022, net unrealized appreciationdepreciation on the Company's investments (tax basis) was approximately $3.9$0.8 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $6.5$78.5 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $2.6$79.3 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"“Taxable Subsidiary”), which in the future may holdholds certain portfolio investments.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
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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“Accounts payable and accrued liabilities"liabilities” in
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
the Company’s Unaudited Consolidated Balance Sheet. As of September 30, 2022, the Company had a net deferred tax liability of $0.1 million pertaining to tax basis differences in the Taxable Subsidiary's investment in certain partnership interests.
5. BorrowingsBORROWINGS
The Company had the following borrowings outstanding as of JuneSeptember 30, 2022 and December 31, 2021: 
Issuance DateMaturity DateInterest Rate as of June 30, 2021June 30, 2021
Issuance Date
($ in thousands)		Issuance Date
($ in thousands)		Maturity DateInterest Rate as of September 30, 2022September 30, 2022December 31, 2021
Credit Facility:Credit Facility:Credit Facility:
May 11, 2021May 11, 2021May 11, 20262.312%$286,791,445 May 11, 2021May 11, 20264.567%$693,017 524,825 
Total Credit FacilityTotal Credit Facility$286,791,445 Total Credit Facility$693,017 $524,825 
Notes:Notes:
July 29, 2021 - Series A NotesJuly 29, 2021 - Series A NotesJuly 29, 20263.500%$75,000 $75,000 
September 15, 2021 - Series B NotesSeptember 15, 2021 - Series B NotesJuly 29, 20263.500%38,000 38,000 
October 28, 2021 - Series C NotesOctober 28, 2021 - Series C NotesJuly 29, 20263.500%37,000 37,000 
May 10, 2022 - Series D Notes (1)May 10, 2022 - Series D Notes (1)May 10, 20276.000%95,254 — 
July 26, 2022 - Series E Notes (1)July 26, 2022 - Series E Notes (1)May 10, 20276.000%52,066 — 
(Less: Deferred financing fees)(Less: Deferred financing fees)(677)(406)
Total NotesTotal Notes$296,643 $149,594 
(1)Inclusive of change in fair market value of effective hedge.
The Company is required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of the Company'sCompany’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 257.4%208.6% as of JuneSeptember 30, 2021.2022.
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 iswas $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 bearbore 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 November 11, 2021,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
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPC Funding obtain the
33
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of JuneSeptember 30, 2021,2022, the Company was in compliance with all covenants of the Revolving Credit Facility.
As of JuneSeptember 30, 2021,2022, the Company had U.S. dollar borrowings of $195.0$556.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 2.291% (weighted average one4.955% (one month LIBORSOFR of 0.141%2.577%), borrowings denominated in British pounds sterling of £15.8£30.2 million ($21.833.7 million U.S. dollars) with a weighted average interest rate of 2.400%3.606% (weighted average one month adjusted cumulative compounded SONIA of 0.050%1.274%), borrowings denominated in Australian dollars of A$13.312.1 million ($10.07.7 million U.S. dollars) with an interest rate of 2.193%4.441% (one month BBSW of 0.043%2.291%), borrowings denominated in Canadian dollars of C$5.4 million ($4.43.9 million U.S. dollars) with an interest rate of 2.567%5.623% (one month CDOR of 0.417%3.473%) and, borrowings denominated in EurosNew Zealand dollars of €46.9NZ$6.1 million ($55.63.5 million U.S. dollars) with an interest rate of 2.350%5.560% (one month NZBB of 3.160%) and borrowings denominated in Euros of €89.6 million ($87.8 million U.S. dollars) with an interest rate of 2.405% (one month EURIBOR of 0.238%). 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 “net unrealized“unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statement of Operations.
As of JuneSeptember 30, 2022 and December 31, 2021, the fair value of the borrowings outstanding under the Revolving Credit Facility was $286.8 million.$693.0 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
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 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 September 30, 2022 and December 31, 2021, the fair value of the outstanding July 2026 Notes was $124.3 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
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates.
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 September 30, 2022, the fair value of the outstanding May 2027 Notes was $137.7 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 Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of September 30, 2022, the interest rate swap had a fair value of $(4.7) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative asset or derivative liability 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 Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, the Company entered into a $55.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of September 30, 2022, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative asset or derivative liability on the Company’s Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
71
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation - foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains - foreign currency transactions” in the Unaudited Consolidated Statement of Operations. Forward currency contracts are considered undesignated derivative instruments.
The following table presentstables present the Company's foreign currency forward contracts as of JuneSeptember 30, 2022 and December 31, 2021:
As of June 30, 2021
Description		Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
As of September 30, 2022
($ in thousands)
Description
As of September 30, 2022
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)A$62,055$40,19610/06/22$(281)Derivative liability
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)$42,946A$62,05510/06/223,031 Derivative asset
Foreign currency forward contract (AUD)Foreign currency forward contract (AUD)$40,131A$61,84501/09/23277 Derivative asset
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)C$6,000,000$4,863,22107/07/21$(26,295)Derivative liabilityForeign currency forward contract (CAD)C$1,652$1,20510/06/22(3)Derivative liability
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)$4,962,767C$6,000,00007/07/21125,840 Prepaid expense and other assetsForeign currency forward contract (CAD)$1,284C$1,65210/06/2283 Derivative asset
Foreign currency forward contract (CAD)Foreign currency forward contract (CAD)$560,328C$691,24410/06/213,091 Prepaid expense and other assetsForeign currency forward contract (CAD)$1,257C$1,72201/09/233 Derivative asset
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)7,318kr.$96410/06/22(1)Derivative liability
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)$1,0267,318kr.10/06/2263 Derivative asset
Foreign currency forward contract (DKK)Foreign currency forward contract (DKK)$9827,401kr.01/09/231 Derivative asset
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)€13,120,804$15,652,71907/07/21(101,573)Derivative liabilityForeign currency forward contract (EUR)€171,045$167,47510/06/22(144)Derivative liability
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)$16,038,137€13,120,80407/07/21486,991 Prepaid expense and other assetsForeign currency forward contract (EUR)$180,540€171,04510/06/2213,209 Derivative asset
Foreign currency forward contract (EUR)Foreign currency forward contract (EUR)$6,587,190€5,512,77310/06/2141,121 Prepaid expense and other assetsForeign currency forward contract (EUR)$169,009€171,26101/09/23145 Derivative asset
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)£5,660,148$7,863,73107/07/21(49,212)Derivative liabilityForeign currency forward contract (GBP)£47,988$53,04010/06/22375 Derivative asset
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$8,010,358£5,660,14807/07/21195,839 Prepaid expense and other assetsForeign currency forward contract (GBP)$58,269£47,98810/06/224,853 Derivative asset
Foreign currency forward contract (GBP)Foreign currency forward contract (GBP)$2,648,604£1,907,66210/06/2114,308 Prepaid expense and other assetsForeign currency forward contract (GBP)$55,713£50,39701/09/23(460)Derivative liability
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)NZ$598,727$421,73607/07/21(3,944)Derivative liabilityForeign currency forward contract (NZD)NZ$7,465$4,25710/06/22(47)Derivative liability
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)$432,574NZ$598,72707/07/2114,782 Prepaid expense and other assetsForeign currency forward contract (NZD)$4,646NZ$7,46510/06/22436 Derivative asset
Foreign currency forward contract (NZD)Foreign currency forward contract (NZD)$422,919NZ$600,58810/06/213,953 Prepaid expense and other assetsForeign currency forward contract (NZD)$4,348NZ$7,62201/09/2347 Derivative asset
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)39,724kr$3,71910/06/22(67)Derivative liability
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)$4,06039,724kr10/06/22409 Derivative asset
Foreign currency forward contract (NOK)Foreign currency forward contract (NOK)$3,54437,988kr01/09/2344 Derivative asset
Foreign currency forward contract (SEK)Foreign currency forward contract (SEK)$648,8155,358,935kr07/07/2122,772 Prepaid expense and other assetsForeign currency forward contract (SEK)5,656kr$50510/06/223 Derivative asset
Foreign currency forward contract (SEK)Foreign currency forward contract (SEK)5,358,935kr$629,85307/07/21(3,811)Derivative liabilityForeign currency forward contract (SEK)$5605,656kr10/06/2252 Derivative asset
Foreign currency forward contract (SEK)Foreign currency forward contract (SEK)$633,3805,384,541kr10/06/213,814 Prepaid expense and other assetsForeign currency forward contract (SEK)$5125,694kr01/09/23(3)Derivative liability
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)Fr.542,994$590,73407/07/21(3,854)Derivative liabilityForeign currency forward contract (CHF)18,960Fr.$19,38810/06/22(128)Derivative liability
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)$607,085Fr.542,99407/07/2120,205 Prepaid expense and other assetsForeign currency forward contract (CHF)$19,95718,960Fr.10/06/22697 Derivative asset
Foreign currency forward contract (CHF)Foreign currency forward contract (CHF)$595,150Fr.545,74810/06/213,876 Prepaid expense and other assetsForeign currency forward contract (CHF)$19,49118,873Fr.01/09/23122 Derivative asset
TotalTotal$747,903 Total$22,716 
72
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2021
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$20,975$15,07601/06/22$171 Derivative asset
Foreign currency forward contract (AUD)$15,106A$20,97501/06/22(142)Derivative liability
Foreign currency forward contract (AUD)$15,068A$20,96104/08/22(172)Derivative liability
Foreign currency forward contract (CAD)$749$58601/06/225 Derivative asset
Foreign currency forward contract (CAD)$587$74901/06/22(4)Derivative liability
Foreign currency forward contract (CAD)$633$80804/08/22(6)Derivative liability
Foreign currency forward contract (DKK)2,141kr.$32601/06/221 Derivative asset
Foreign currency forward contract (DKK)$3352,141kr.01/06/227 Derivative asset
Foreign currency forward contract (DKK)$3232,114kr.04/08/22(2)Derivative liability
Foreign currency forward contract (EUR)€47,857$54,21301/06/22243 Derivative asset
Foreign currency forward contract (EUR)$55,239€47,85701/06/22783 Derivative asset
Foreign currency forward contract (EUR)$111,330€98,20104/08/22(634)Derivative liability
Foreign currency forward contract (GBP)£8,817$11,74401/06/22197 Derivative asset
Foreign currency forward contract (GBP)£2,000$2,66401/07/2245 Derivative asset
Foreign currency forward contract (GBP)$11,828£8,81701/06/22(112)Derivative liability
Foreign currency forward contract (GBP)$2,717£2,00001/07/228 Derivative asset
Foreign currency forward contract (GBP)$13,907£10,44604/08/22(234)Derivative liability
Foreign currency forward contract (NZD)NZ$610,086$41501/06/223 Derivative asset
Foreign currency forward contract (NZD)$419NZ$610,08601/06/221 Derivative asset
Foreign currency forward contract (NZD)$416NZ$613,90104/08/22(3)Derivative liability
Foreign currency forward contract (SEK)5,421kr$60001/07/22— Derivative liability
Foreign currency forward contract (SEK)$6175,421kr01/07/2217 Derivative asset
Foreign currency forward contract (SEK)$6075,483kr04/08/22— Derivative liability
Foreign currency forward contract (CHF)17,957Fr.$19,53001/06/22162 Derivative asset
Foreign currency forward contract (CHF)103Fr.$11301/07/22— Derivative asset
Foreign currency forward contract (CHF)$19,26417,957Fr.01/06/22(428)Derivative liability
Foreign currency forward contract (CHF)$113103Fr.01/07/22— Derivative asset
Foreign currency forward contract (CHF)$19,85318,212Fr.04/08/22(168)Derivative liability
Total$(262)
As of JuneSeptember 30, 2022 and December 31, 2021, the total fair value of the Company's foreign currency forward contracts was $0.7 million.$22.7 million and $(0.3) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021 are shown in the following table:
Three Months EndedThree Months EndedNine Months
 Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Forward currency contracts$12,721 $677 $16,284 $677 
73
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021 are shown in the following table:
Three Months EndedThree Months EndedNine Months
 Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Forward currency contracts$8,841 $72 $22,978 $820 

3474
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
7. Commitments and ContingenciesCOMMITMENTS 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 JuneSeptember 30, 2021,2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of JuneSeptember 30, 2022 and December 31, 2021 waswere as follows:
Portfolio Company(1)Investment TypeJune 30, 2021
Air Comm Corporation, LLCDelayed Draw Term Loan$405,405 
Anju Software, Inc.Delayed Draw Term Loan366,241 
AWP Group Holdings, Inc.Delayed Draw Term Loan233,462 
Bearcat Buyer, Inc.Delayed Draw Term Loan96,161 
Bidwax(2)(3)Acquisition Capex Facility237,180 
BigHand UK Bidco Limited(2)(4)Acquisition Capex Facility150,129 
British Engineering Services Holdco Limited(2)(4)Bridge Revolver47,052 
Canadian Orthodontic Partners Corp.(2)(6)Delayed Draw Term Loan448,717 
Centralis Finco S.a.r.l.(2)(3)Acquisition Facility76,093 
Classic Collision (Summit Buyer, LLC)Delayed Draw Term Loan4,218,930 
Contabo Finco S.À R.L(2)(3)Capex Term Loan53,862 
Crash Champions, LLC(2)Delayed Draw Term Loan2,705,781 
Dart Buyer, IncDelayed Draw Term Loan440,271 
Direct Travel, Inc.Delayed Draw Term Loan264,998 
DreamStart BidCo SAS (d/b/a SmartTrade)(2)(3)Facility280,210 
EPS NASS Parent, Inc.(2)Delayed Draw Term Loan208,715 
F24 (Stairway BidCo GmbH)(2)(3)Acquisition Term Loan98,653 
FineLine SystemsDelayed Draw Term Loan478,015 
Foundation Risk Partners, Corp.(2)Delayed Draw Term Loan822,023 
Foundation Risk Partners, Corp.(2)Delayed Draw Term Loan212,753 
Foundation Risk Partners, Corp.(2)Delayed Draw Term Loan980,904 
FragilePak LLC(2)Delayed Draw Term Loan4,648,506 
Heartland, LLCDelayed Draw Term Loan796,469 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))(2)(3)Committed Additional Facility2,959,110 
Home Care Assistance, LLCDelayed Draw Term Loan302,439 
IGL Holdings III Corp.Delayed Draw Term Loan942,242 
IM Square(2)(3)Acquisition Facility3,320,522 
Innovad Group II BV(2)(3)Delayed Draw Term Loan301,261 
INOS 19-090 GmbH(2)(3)Acquisition Facility161,265 
Ipsen International Holding GmbH(2)(3)Acquisition Term Loan18,151 
Isolstar Holding NV (IPCOM)(2)(3)Accordion Facility347,346 
Kano Laboratories LLCDelayed Draw Term Loan723,934 
LAF International(2)(3)Acquisition Facility118,590 
LivTech Purchaser, Inc.Delayed Draw Term Loan145,129 
Metis BidCo Pty Limited(2)(5)Capex Term Loan71,316 
Modern Star Holdings Bidco Pty Limited(2)(5)Capex Term Loan137,429 
Murphy Midco Limited(2)(4)Delayed Draw Term Loan203,499 
Navia Benefit Solutions, Inc.Delayed Draw Term Loan2,716,610 
NEWCO AH(2)(3)Capex Facility88,943 
OG III B.V.(2)(3)Acquisition Capex Facility2,498,751 
Pacific Health Supplies Bidco Pty Limited(2)(5)Capex Term Loan80,776 
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Acclime Holdings HK Limited(1)(2)Delayed Draw Term Loan$— $148 
Acclime Holdings HK Limited(1)(2)Delayed Draw Term Loan— 812 
Accurus Aerospace Corporation(1)Revolver1,383 — 
Air Comm Corporation, LLC(1)Delayed Draw Term Loan— 11 
Air Comm Corporation, LLC(1)Delayed Draw Term Loan— 2,760 
Amtech LLC(1)Delayed Draw Term Loan1,818 1,818 
Amtech LLC(1)Revolver364 455 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver424 4,001 
AnalytiChem Holding GmbH(1)(2)(3)Incremental Term Loan1,083 — 
APC1 Holding(1)(2)(3)Delayed Draw Term Loan490 — 
Aquavista Watersides 2 LTD(1)(2)(4)Bridge Revolver— 233 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,202 1,459 
Arc Education(1)(2)(3)Delayed Draw Term Loan3,478 — 
Argus Bidco Limited(1)(2)(4)CAF Term Loan1,465 — 
Argus Bidco Limited(1)(2)(4)Bridge Term Loan311 — 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan983 1,192 
ASC Communications, LLCRevolver647 — 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,434 1,622 
AWP Group Holdings, Inc.(1)(2)Delayed Draw Term Loan233 233 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan962 962 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Bariacum S.A(1)(2)(3)Acquisition Facility882 1,023 
Bearcat Buyer, Inc.(1)Delayed Draw Term Loan— 96 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,573 
BigHand UK Bidco Limited(1)(2)(4)Acquisition Facility— 147 
Bounteous, Inc.(1)Delayed Draw Term Loan2,697 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan258 602 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan173 201 
BrightSign LLC(1)Revolver1,109 1,109 
British Engineering Services Holdco Limited(1)(2)(4)Bridge Revolver— 46 
British Engineering Services Holdco Limited(1)(2)(4)Acquisition Facility362 1,729 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan288 440 
Centralis Finco S.a.r.l.(1)(2)(3)Incremental CAF Term Loan274 73 
Ceres Pharma NV(1)(2)(3)Delayed Draw Term Loan1,330 1,544 
CGI Parent, LLC(1)Revolver1,653 — 
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan5,143 788 
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan284 — 
Coastal Marina Holdings, LLC(1)(2)PIK Tranche B Term Loan656 656 
Coastal Marina Holdings, LLC(1)(2)Tranche A Term Loan1,788 1,788 
Command Alkon (Project Potter Buyer, LLC)(1)(2)Delayed Draw Term Loan— 13,153 
3575
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company(1)Investment TypeJune 30, 2021
Patriot Growth Insurance Services, LLCDelayed Draw Term Loan868,861 
Philip Holdco 3 Pty Ltd(2)(5)Capex Term Loan130,932 
Pilot Air Freight, LLCDelayed Draw Term Loan1,374,549 
Premier Technical Services Group (PTSG, Project Graphite)(2)(4)Acquisition Facility158,110 
Premium Invest(2)(3)Acquisition Facility1,067,311 
Protego Bidco B.V.(3)Delayed Draw Term Loan283,354 
Protego Bidco B.V.(3)Delayed Draw Term Loan94,451 
PSC UK Pty Ltd.(2)(4)Incremental Facility33,789 
Questel Unite(3)Capex Acquisition Facility225,998 
REP SEKO MERGER SUB LLCDelayed Draw Term Loan1,043,086 
ROI Solutions LLCDelayed Draw Term Loan1,278,198 
Safety Products Holdings, LLCDelayed Draw Term Loan1,432,896 
Sanoptis SARL(2)(3)Acquisition Facility8,348,539 
Springbrook Software (SBRK Intermediate, Inc.)Delayed Draw Term Loan820,995 
SSCP Pegasus Midco Limited(4)Delayed Draw Term Loan517,591 
The Hilb Group, LLCDelayed Draw Term Loan781,041 
VP Holding Company(2)Delayed Draw Term Loan47,677 
W2O Holdings, Inc.Delayed Draw Term Loan1,113,522 
Total unused commitments to extend financingDelayed Draw Term Loan$53,028,743 
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Comply365, LLC(1)Revolver575 — 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan927 1,076 
Crash Champions, LLC(1)Delayed Draw Term Loan— 4,518 
Dart Buyer, Inc(1)Delayed Draw Term Loan— 441 
DecksDirect, LLC(1)(2)Revolver218 218 
Direct Travel, Inc.(1)Delayed Draw Term Loan225 225 
DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility154 179 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,390 1,614 
Dwyer Instruments, Inc.(1)(2)Delayed Draw Term Loan4,513 987 
Eclipse Business Capital, LLC(1)Revolver11,679 8,342 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan8,492 10,678 
EMI Porta Holdco LLC(1)(2)Revolver1,769 2,542 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan92 209 
eShipping, LLC(1)Delayed Draw Term Loan1,274 1,274 
eShipping, LLC(1)Revolver743 616 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan641 — 
Express Wash Acquisition Company, LLC(1)(2)Delayed Draw Term Loan583 — 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan53 95 
FineLine Systems(1)Delayed Draw Term Loan478 478 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan711 — 
FragilePak LLC(1)Delayed Draw Term Loan4,649 4,649 
Glacis Acquisition S.A.R.L.(1)(2)(3)Delayed Draw Term Loan6,792 10,751 
Global Academic Group Limited(1)(2)(7)Term Loan403 — 
GPZN II GmbH(1)(2)(3)CAF Term Loan514 — 
Graphpad Software, LLC(1)(2)Delayed Draw Term Loan2,602 2,602 
Greenhill II BV(1)(2)(3)Capex Acquisition Facility234 — 
HeartHealth Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan297 — 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan148 364 
Heartland, LLC(1)(2)Delayed Draw Term Loan710 892 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))(1)(2)(3)Committed Additional Facility— 1,206 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,691 — 
HTI Technology & Industries(1)(2)Revolver1,128 — 
HW Holdco, LLC (Hanley Wood LLC)(1)(2)Delayed Draw Term Loan1,074 1,840 
IGL Holdings III Corp.(1)Delayed Draw Term Loan— 337 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan183 289 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility133 155 
Interstellar Group B.V.(1)(2)(3)Delayed Draw Term Loan2,405 — 
Interstellar Group B.V.(1)(2)(3)Delayed Draw Term Loan219 — 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility186 333 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility3,391 — 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan103 103 
ITI Intermodal, Inc.(1)(2)Revolver118 124 
Jaguar Merger Sub Inc.(1)(2)Delayed Draw Term Loan3,763 1,961 
Jaguar Merger Sub Inc.(1)(2)Revolver490 490 
Jeeves Information Systems AB(1)(3)Delayed Draw Term Loan— 8,936 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility673 — 
76
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Jones Fish Hatcheries & Distributors LLC(1)Revolver418 — 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan724 724 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan860 860 
LAF International(1)(3)Acquisition Facility— 114 
Lambir Bidco Limited(1)(2)(3)Bridge Revolver— 436 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan751 872 
Lattice Group Holdings Bidco Limited(1)Delayed Draw Term Loan298 — 
LeadsOnline, LLC(1)Revolver1,952 — 
LivTech Purchaser, Inc.(1)Delayed Draw Term Loan60 145 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan22 405 
Marmoutier Holding B.V.(1)(2)(3)Revolver140 162 
Marshall Excelsior Co.(1)(2)Revolver216 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan1,291 1,291 
Mercell Holding AS(1)(2)(8)Bridge Term Loan255 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility850 — 
Mertus 522. GmbH(1)(2)(3)Acquisition Facility2,520 6,564 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Capex Term Loan56 63 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan132 160 
Narda Acquisitionco., Inc.(1)(2)Revolver1,006 1,059 
Navia Benefit Solutions, Inc.(1)Delayed Draw Term Loan— 2,141 
Nexus Underwriting Management Limited(1)(2)(4)Revolver— 82 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility1,164 1,533 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility971 — 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan849 — 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)Revolver802 — 
OG III B.V.(1)(2)(3)Accordion Facility879 1,355 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan3,407 929 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 4,955 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan1,008 — 
Options Technology Ltd.(1)(2)Delayed Draw Term Loan1,406 1,406 
OSP Hamilton Purchaser, LLC(1)Revolver187 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 Loan4,320 4,320 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class A73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class B73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class C73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class D73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class E3,709 — 
Polara Enterprises, L.L.C.(1)Revolver947 545 
Policy Services Company, LLC(1)(2)Delayed Draw Term Loan— 6,579 
Premium Invest(1)(2)(3)Delayed Draw Term Loan5,486 569 
77
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
ProfitOptics, LLC(1)(2)Revolver194 — 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan234 272 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan667 — 
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)Accordion Facility2,705 714 
Questel Unite(1)(2)(3)Incremental Term Loan2,479 2,878 
Rep Seko Merger Sub LLC(1)(2)Delayed Draw Term Loan666 1,043 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility710 1,354 
Riedel Beheer B.V.(1)(2)(3)Revolver— 230 
Riedel Beheer B.V.(1)(2)(3)Delayed Draw Term Loan— 153 
ROI Solutions LLC(1)Delayed Draw Term Loan— 711 
Royal Buyer, LLC(1)(2)Delayed Draw Term Loan2,945 — 
Royal Buyer, LLC(1)(2)Revolver1,787 — 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,730 2,889 
Sanoptis S.A.R.L.(1)(2)(3)Acquisition Capex Facility5,726 5,316 
Scaled Agile, Inc.(1)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)Revolver336 336 
Scout Bidco B.V.(1)(2)(3)Delayed Draw Term Loan1,042 — 
Scout Bidco B.V.(1)(2)(3)Revolver473 — 
Sereni Capital NV(1)(2)(3)Term Loan220 — 
Simulation Software Investment Company Pty Ltd(1)(2)Delayed Draw Term Loan408 — 
Smartling, Inc.(1)Delayed Draw Term Loan2,076 2,076 
Smartling, Inc.(1)Revolver1,038 1,038 
Springbrook Software (SBRK Intermediate, Inc.)(1)(2)Delayed Draw Term Loan— 558 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan418 507 
Superjet Buyer, LLC(1)Revolver1,825 1,825 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,770 1,770 
Syntax Systems Ltd(1)(2)Revolver309 521 
Tank Holding Corp(1)Revolver655 — 
Techone B.V.(1)(2)(3)Delayed Draw Term Loan639 752 
Techone B.V.(1)(2)(3)Revolver95 200 
Tencarva Machinery Company, LLC(1)Delayed Draw Term Loan— 886 
Tencarva Machinery Company, LLC(1)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan4,195 4,195 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver1,233 1,233 
The Cleaver-Brooks Company, Inc.(1)(2)Revolver2,214 — 
The Hilb Group, LLC(1)(2)Delayed Draw Term Loan4,731 5,954 
Truck-Lite Co., LLC(1)(2)Delayed Draw Term Loan— 4,488 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan2,381 2,314 
Union Bidco Limited(1)(2)(4)Acquisition Facility239 — 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility1,384 — 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan3,371 — 
78
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
VP Holding Company(1)(2)Delayed Draw Term Loan4,100 — 
VP Holding Company(1)(2)Delayed Draw Term Loan8,230 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan487 712 
Waccamaw River(2)Joint Venture2,480 11,280 
Woodland Foods, LLC(1)(2)Line of Credit573 1,499 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan4,402 — 
ZB Holdco LLC(1)Delayed Draw Term Loan1,352 — 
ZB Holdco LLC(1)Revolver845 — 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,168 — 
Zeppelin Bidco Limited(1)(2)(4)Revolver245 — 
Total unused commitments to extend financing$221,268 $215,494 

(1)The Company'sAdviser's estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company's current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the nine months ended September 30, 2022 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021:
 Nine Months
Ended		For the period from May 10, 2021 (commencement of operations) to
($ in thousands, except share and per share amounts)September 30, 2022September 30, 2021
Per share data:
Net asset value at beginning of period$20.58 $— 
Net investment income(1)1.42 0.75 
Net realized loss on investments / foreign currency transactions(1)0.20 (0.06)
Net unrealized appreciation on investments / foreign currency transactions(1)(0.08)0.14 
Total increase from investment operations(1)1.54 0.83 
Dividends declared from net investment income(1.21)(0.40)
Dividends declared from realized gains(0.08)— 
Total dividends declared(1.29)(0.40)
Issuance of common stock— 20.00 
Net asset value at end of period$20.83 $20.43 
Shares outstanding at end of period51,995,302 34,693,370 
Net assets at end of period$1,083,298 $708,891 
Average net assets$973,609 $495,338 
Ratio of total expenses, prior to waiver of base management fee, to average net assets (annualized)(2)(3)5.25 %3.54 %
Ratio of total expenses, net of base management fee waived, to average net assets (annualized)(2)(3)5.25 %2.77 %
Ratio of net investment income to average net assets (annualized)(2)(3)9.30 %9.48 %
Portfolio turnover ratio (annualized)11.79 %11.18 %
Total return(4)7.56 %4.16 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies.
(3)Reflects annualized amounts. For the period from May 10, 2021 (commencement of operations) to September 30, 2021, reflects annualized amounts except in the case of non-recurring expenses (e.g. initial organization expenses and offering costs).
(4)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 September 30, 2021, beginning NAV is assumed to be the first share issuance at $20.00 per share.
9. SUBSEQUENT EVENTS
Subsequent to September 30, 2022, the Company made approximately $162.6 million of new commitments, of which $129.1 million closed and funded. The $129.1 million of investments consists of $128.3 million of first lien senior secured debt investments and $0.8 million of equity investments. The weighted average yield of the debt investments was 9.7%. In addition, the Company funded $19.5 million of previously committed delayed draw term loans.
Subsequent to September 30, 2022, the Company placed its debt investment in Core Scientific Inc. (“Core Scientific”) on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, the Company will no longer recognize interest income on its debt investment in Core Scientific for financial reporting purposes.
On October 3, 2022, the Company issued and sold 153,576.57 shares of its common stock, for an aggregate offering price of $3.2 million at a price per share of $20.83, 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.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
On October 13, 2022, the Board declared regular monthly distributions for October 2022 through December 2022. The regular monthly cash distributions, each in the gross amount of $0.15 per share are payable on October 28, 2022, November 29, 2022, and December 29, 2022 to stockholders of record on October 26, 2022, November 25, 2022, and December 27, 2022, respectively.
On November 10, 2022, the Board declared regular monthly distributions for January 2022 through March 2023. The regular monthly cash distributions, each in the gross amount of $0.155 per share are payable on January 30, 2023, February 27, 2023 and March 29, 2023, to stockholders of record on January 26, 2023, February 24, 2023 and March 27, 2023, respectively.
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our unaudited consolidated financial statements for the three and nine months ended September 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, including the risks of a slowing economy, rising inflation and risk of recession; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, such as the ongoing COVID-19 pandemic, on our or our portfolio companies’ business and the U.S. and global economy; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a BDC under the 1940 Act and are externally managed by Barings LLC, or Barings, an investment adviser that is registered with the SEC under the Advisers Act. In addition, we 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.
81

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 September 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of our outstanding debt investments was approximately 8.6% and 6.6%, respectively.
82

COVID-19 DevelopmentsForward-Looking Statements
ForSome of the period from May 10, 2021 (commencement of operations)statements in this Quarterly Report constitute forward-looking statements because they relate to June 30, 2021, the Coronavirusfuture 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, including the risks of a slowing economy, rising inflation and risk of recession; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, such as the ongoing COVID-19 pandemic, continued to have a significant impact on our or our portfolio companies’ business and the U.S. and global economies. Toeconomy; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the extenteconomy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the Company’s portfolio companies are adversely impacted byindustry in which we operate and the effectsbeliefs and assumptions of our management as of the COVID-19 pandemic, itdate 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 havemake 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 material adverse impact on the Company’s future net investment income, the fair value of its portfolio investments, its financial conditionMaryland limited liability company named Barings Private Credit LLC and the results of operations and financial condition of the Company’s portfolio companies.
36
converted to a Maryland corporation named Barings Private Credit Corporation
Notes effective on May 13, 2021, in connection with the commencement of our operations. We have elected to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The followingbe 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 schedule of financial highlights for the period from May 10, 2021 (commencement of operations) to June 30, 2021:
For the period from May 10, 2021 (commencement of operations) to June 30, 2021
Per share data:
Net asset value at beginning of period$— 
Net investment income(1)0.21 
Net realized loss on investments / foreign currency transactions(1)(0.04)
Net unrealized appreciation on investments / foreign currency transactions(1)0.17 
Total increase from investment operations(1)0.34 
Issuance of common stock20.00 
Net asset value at end of period$20.34 
Shares outstanding at end of period22,500,000 
Net assets at end of period$457,743,742 
Average net assets$452,011,539 
Ratio of total expenses, to average net assets (annualized)(2)(3)3.30 %
Ratio of net investment income to average net assets (annualized)(2)(3)7.49 %
Portfolio turnover ratio (annualized)1.56 %
Total return(4)1.70 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies.
(3)Reflects annualized amounts, for the period from May 10, 2021 (commencement of operations) to June 30, 2021, except in the case of non-recurring expenses (e.g. initial organization expenses and offering costs).
(4)Total return is calculated as the change in net asset value (“NAV”) per share during the period, divided by the beginning NAV per share. For purposesRIC under Subchapter M of the total return calculation for the period for the period from May 10, 2021 (commencement of operations)Code and expect to June 30, 2021, beginning NAV is assumed to be the first share issuance at $20.00 per share.

9. SUBSEQUENT EVENTS
Subsequent to June 30, 2021, the Company made approximately $120.6 million of new commitments, of which $100.9 million closed and funded. The $100.9 million of investments consist of $33.3 million of first lien senior secured debt investments, $4.2 million of second lien senior secured and subordinated debt investments andmaintain our qualification as a $63.4 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies. The weighted average yield of the debt investments was 7.4%. In addition, the Company funded $14.8 million of previously committed delayed draw term loans.
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 were delivered and paid for on July 29, 2021, and the Series B Notes and Series C Notes are expected to be delivered and paid for on September 15, 2021 and October 28, 2021, respectively, each subject to certain customary closing conditions.
The July 2026 Notes, for which the Company is 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 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 Company intends to use the net proceedsRIC annually thereafter.
3781
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
from the offeringAn 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 the July 2026 Notesdirectly compensating employees, we pay Barings for general corporate purposes, including to make investmentsinvestment management and make distributions permitted by the July 2021 NPA.
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 will be due semiannually in January and July of each year, beginning in January 2022. In addition, the Company is obligated to offer to repay the July 2026 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subjectadministrative services pursuant to the terms of the July 2021 NPA,Advisory Agreement and the Company may redeemAdministration 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 July 2026 Notesterm “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 whole or in partprivate offerings at any time or from time to time at the Company’s option at par plus accrued interesta price equal to the prepayment dateBDC’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 redeemed on or before January 29, 2026,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 make-whole premium.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.
The JulyFormation Transactions/Initial Portfolio
On May 12, 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 statusshortly prior to our election to be regulated as a BDC withinand conversion to a Maryland corporation, and in order to avoid the meaningblind 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 restrictionsmore favorable protections than syndicated senior secured loans. Fees generated in connection with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition,our debt investments are recognized over 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, aslife of the dateloan 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 incurrenceLondon Interbank Offered Rate (“LIBOR”) (or an applicable successor rate) plus 450 basis points and LIBOR plus 650 basis points per annum. As of any debt for borrowed money orSeptember 30, 2022 and December 31, 2021, the making of any cash dividend to shareholders, to be less thanweighted average yield on 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 timeour outstanding may declare all July 2026 Notes then outstanding to be immediately duedebt investments was approximately 8.6% and payable, subject to (i) certain additional requirements prior to the issuances of the Series B Notes and Series C Notes and (ii) 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.6.6%, respectively.
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.
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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.
On August 5, 2021 our Board declared a quarterly distribution of $0.40 per share payable on September 15, 2021 to holders of record as of September 8, 2021.
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 period from May 10, 2021 (commencement of operations) to June 30, 2021, 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 contained in in Amendment No. 1 to our Registration Statement on Form 10, filed with the SEC on June 23, 2021 (the “Form 10”). 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,”
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“seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,”"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” herein"Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2021 and in theItem 1A entitled "Risk Factors" in Part II of our subsequently filed Quarterly Reports on Form 10.10-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, including the risks of a slowing economy, rising inflation and risk of recession; the interest rate environment or conditions affecting the financial and capital markets, including with respect to changes frommarkets; the impact of global health crises, such as 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 theongoing COVID-19 pandemic, on our or our portfolio companies’ business prospects and the prospects ofU.S. and global economy; our, or 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 ourcompanies’, future business, and on the availability of equity and debt capital and our use of borrowed money to finance a portion of our investments;operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a BDC under the 1940 Act and are externally managed by Barings LLC, or Barings, an investment adviser that is registered with the SEC under the Advisers Act. In addition, we 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.
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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 managementadministrative 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 “perpetual-life“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 quarterly on a continuous basis in private offerings at a price generally equal to the BDC’s quarterly 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.
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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 Initial Portfolio is comprised of investments that we believe provide us with a sound foundation for the start of our business. 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 $602.8$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 determinedconcluded that no purchase price adjustments were necessary.necessary given the absence of any such material changes.
After the purchase of the Initial Portfolio, we plan toWe 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 JuneSeptember 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of our outstanding debt investments was approximately 6.8%. The weighted average yield on the principal amount on all of our outstanding investments (including equity, equity-linked investments8.6% and short-term investments) was approximately 6.8% as of June 30, 2021.6.6%, respectively.
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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 and hasbut no longer adversely affected, and threatens to continue to adversely affect,affects our operations and the operations of Barings, including with respect to us. Barings has taken proactive steps aroundcontinues to monitor the COVID-19 situation globally and is prepared to addressadapt office working patterns as required to ensure the potential impacts on their people, clients, communities and everyone they come in contact with, directly or through their premises. Protecting theirsafety of its employees and supporting the communities in which they live and work is a priority.clients who visit Barings continues to operate with the majority of employees globally working remotely while maintaining service levels to our partners and clients. In the United States, all offices are open. In Europe, the regional headquarters in London is open as are the majority of other offices in Europe. In Asia, all offices remain open. Barings’ return-to-office taskforce continues to plan for the safe return of employees to all office locations with a target date for a widespread return of associates to all office locations globally planned for September 2021. This date is subject to the continued success of the global vaccination program and reduction in COVID-19 case numbers.locations. Barings’ cybersecurity policies are applied consistently when working remotely or in the office.
We cannot predict the full impact of the COVID-19 pandemic, including its duration in the United States and worldwide and the magnitude of the economic impact of the outbreak, including with respect to the travel restrictions, business closures and other quarantine measures imposed on service providers and other individuals by various local, state, and federal governmental authorities, as well as non-U.S. governmental authorities. We are unable to predict the extent and duration of any business and supply-chain disruptions, the extent to which COVID-19 will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition. Depending on the duration and extent of the disruption to the operations of our portfolio companies, we expect that certain portfolio companies could experience financial distress and possibly default on their financial obligations to us and their other capital providers. Some of our portfolio companies may significantly curtail business operations, furlough or lay off employees and terminate service providers, and defer capital expenditures if subjected to prolonged and severe financial distress, which would likely
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impair their business on a permanent basis. These developments would likely result in a decrease in the value of our investment in any such portfolio company.
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 investment adviser,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 theour 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’ $296.2Barings' $264.0 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 BIIL, its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us.the Company. BIIL is an investment adviser registered with the SEC in the United StatesU.S. and the Financial Conduct Authority in the United Kingdom with its principal office located in London. As of JuneSeptember 30, 2021,2022, BIIL had approximately £14.8£16.5 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 performshas agreed to perform (or oversees,oversee, or arrangesarrange for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record-keepingrecord keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determinesdetermine 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, arrangesarrange for the services of, and oversees,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 $661.6$1,905.5 million and $1,397.6 million as of JuneSeptember 30, 2021.2022 and December 31, 2021, respectively. As of JuneSeptember 30, 2021,2022, we had investments in 183259 portfolio companies with an aggregate cost of $660.8$1,950.1 million. As of JuneDecember 31, 2021, we had investments in 219 portfolio companies with an aggregate cost of $1,396.5 million. As of September 30, 2022 and December 31, 2021, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
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As of JuneSeptember 30, 2022 and December 31, 2021, our investment portfolio consisted of the following investments:
($ in thousands)($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio
September 30, 2022:September 30, 2022:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$1,591,139 82 %$1,535,665 81 %
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
166,123 9 161,729 8 
Structured productsStructured products24,557 1 22,365 1 
Equity sharesEquity shares121,675 6 146,975 8 
Equity warrantsEquity warrants4 — — — 
Investment in joint venturesInvestment in joint ventures46,570 2 38,726 2 
CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio		$1,950,068 100 %$1,905,460 100 %
June 30, 2021:
Senior debt and 1st lien notes
$555,665,408 84 %$555,886,370 84 %
Subordinated debt and 2nd lien notes
103,669,945 16 104,227,649 16 
Equity shares1,500,660 — 1,500,662 — 
$660,836,013 100 %$661,614,681 100 %
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage 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 products19,261 2 19,566 2 
Equity shares72,534 5 75,040 5 
Investment in joint ventures45,969 3 47,011 3 
$1,396,518 100 %$1,397,648 100 %
Investment Activity
ForDuring the nine months ended September 30, 2022, we made new investments totaling $516.6 million, made additional investments in existing portfolio companies totaling $221.7 million, and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million. We had 30 loans repaid at par totaling $139.2 million and received $32.9 million of portfolio company principal payments and sale proceeds, recognizing a net loss on these transactions of $9.5 million. In addition, we received $8.3 million of return of capital from one of our joint ventures.
During the period from May 10, 2021 (commencement of operations) to JuneSeptember 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.$223.9 million, made additional investments in existing portfolio companies purchased from MassMutual and CM Life totaling $71.9 million, made new joint venture equity investments totaling $39.3 million and made a $63.4 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies. We had two16 loans repaid at par totaling $8.6$80.5 million and received $1.3$3.1 million of portfolio company principal payments.
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Total portfolio investment activity for the nine months ended September 30, 2022 and for the period from May 10, 2021 (commencement of operations) to JuneSeptember 30, 2021 was as follows:
For the period from May 10, 2021 (commencement of operations) to June 30, 2021:
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Equity
Shares		Total
Nine Months Ended
September 30, 2022:
($ in thousands)
Nine Months Ended
September 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investment in Joint VenturesTotal
Fair value, beginning of periodFair value, beginning of period$— $— $— $— Fair value, beginning of period$1,141,252 $114,779 $19,566 $75,040 $— $47,011 $1,397,648 
New investmentsNew investments66,183,783 1,454,372 1,500,660 69,138,815 New investments628,306 54,870 6,000 49,041 4 8,859 747,080 
Investments purchased from MassMutual496,205,187 106,632,767 — 602,837,954 
Proceeds from sales of investmentsProceeds from sales of investments(16,368)(573)— — — (8,257)(25,198)
Loan origination fees receivedLoan origination fees received(1,885,103)(21,816)— (1,906,919)Loan origination fees received(14,239)(829)— — — — (15,068)
Principal repayments receivedPrincipal repayments received(5,485,441)(4,476,198)— (9,961,639)Principal repayments received(153,457)(1,003)(714)— — — (155,174)
Payment-in-kind interest earned20,006 249 — 20,255 
Accretion of loan discount— 624 — 624 
Payment-in-kind interest/dividendsPayment-in-kind interest/dividends1,823 1,199 — 100 — — 3,122 
Accretion of loan premium/discountAccretion of loan premium/discount75 64 10 — — — 149 
Accretion of deferred loan origination revenueAccretion of deferred loan origination revenue626,451 79,947 — 706,398 Accretion of deferred loan origination revenue7,840 291 — — — — 8,131 
Realized gain525 — — 525 
Realized lossRealized loss(7,596)(1,894)— — — — (9,490)
Unrealized appreciation (depreciation)Unrealized appreciation (depreciation)220,962 557,704 2 778,668 Unrealized appreciation (depreciation)(51,971)(5,175)(2,497)22,794 (4)(8,887)(45,740)
Fair value, end of periodFair value, end of period$555,886,370 $104,227,649 $1,500,662 $661,614,681 Fair value, end of period$1,535,665 $161,729 $22,365 $146,975 $— $38,726 $1,905,460 
For the period from May 10, 2021 (commencement of operations) to September 30, 2021:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Equity
Shares		Investment in Joint VenturesShort-term
Investments		Total
Fair value, beginning of period$— $— $— $— $— $— 
New investments282,527 10,580 66,180 39,320 152,000 550,607 
Investments purchased from MassMutual496,205 106,633 — — — 602,838 
Loan origination fees received(7,039)(170)— — — (7,209)
Principal repayments received(45,930)(37,622)— — — (83,552)
Payment-in-kind interest earned92 5 — — — 97 
Accretion of loan discount— 2 — — — 2 
Accretion of deferred loan origination revenue2,449 725 — — — 3,174 
Realized gain(46)(69)— — — (115)
Unrealized appreciation (depreciation)(3,146)497 (20)95 — (2,574)
Fair value, end of period$725,112 $80,581 $66,160 $39,415 $152,000 $1,063,268 
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 Juneboth September 30, 2022 and December 31, 2021, we had no non-accrual assets.

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ResultsBase Management Fee
The Base Management Fee is calculated at an annual rate of Operations0.75% 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 nine months ended September 30, 2022, the Base Management Fee determined in accordance with the terms of the Advisory Agreement was $3.2 million and $8.3 million, respectively. For the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, the Base Management Fee determined in accordance with the terms of the Advisory Agreement was $1.5 million and $2.2 million, respectively. The Adviser voluntarily agreed to waive the Base Management Fee of $1.5 million for the three months ended September 30, 2021, which resulted in a net Base Management Fee of $0.7 million for the period from May 10, 2021 (commencement of operations) to September 30, 2021 after taking into account the waiver. Any portion of the Base Management Fee waived is not subject to recoupment in subsequent periods. As of September 30, 2022, the Base Management Fee of $3.2 million for the quarter ended September 30, 2022 was unpaid and included in “Base management fees payable” in the accompanying Unaudited
49
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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.
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.
50
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 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.
For both the three and nine months ended September 30, 2022, the Incentive Fee determined in accordance with the terms of the Advisory Agreement was $2.1 million. For the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, the Company did not incur any Incentive Fees.
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
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Company’s allocable portion of Barings’ overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs); and
•all other expenses of the Company’s operations and transactions, including those listed in the Advisory Agreement.
Sub-Advisory Agreement
Barings has retained Baring International Investment Limited (“BIIL”), its indirect, wholly-owned subsidiary, as a sub-adviser to manage the Company’s European investments, pursuant to the terms of a sub-advisory agreement (the “Sub-Advisory Agreement”). BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England.
Under the terms of the Sub-Advisory Agreement and except as expressly provided for therein, BIIL provides advisory services with respect to the Company’s European investments on terms and conditions that are, as far as possible, identical to the terms and conditions under which Barings itself serves as its investment adviser under the Advisory Agreement. In addition, except as expressly set forth in the Sub-Advisory Agreement, BIIL is entitled to the same rights and protections as Barings is under the terms of the Advisory Agreement. Barings maintains oversight responsibilities for BIIL’s activities as they relate to the Company’s investment portfolio (including BIIL’s compliance with the requirements set out, referred to or contemplated by the Advisory Agreement), but BIIL is not under the day-to-day direction and supervision of Barings with respect to such activities; provided, however, that Barings retains ultimate discretion over the selection, acquisition and disposal of assets to or from the Company’s investment portfolio. Barings, and not the Company, is solely responsible for paying compensation to BIIL, which amount shall be a portion of the management fees paid by the Company to Barings under the Advisory Agreement, as agreed to between Barings and BIIL from time to time.
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 September 30, 2022, BIIL had approximately £16.5 billion in assets under management.
Administration Agreement
Under the terms of an administration agreement (the “Administration Agreement”) with the Adviser, the Adviser also performs (or oversees, or arranges for, the performance of) the administrative services necessary for the Company to operate (in such capacity, the “Administrator”), including, but not limited to, providing office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as the Administrator, subject to review by the Board, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement. The Administrator also, on behalf of the Company and subject to oversight by the Board, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
The Company reimburses Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by the Company and Barings quarterly in arrears. In no event will the agreed-upon quarterly expense amount exceed the amount of expenses that would otherwise be reimbursable by the Company under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount.
The costs and expenses incurred by the Administrator on behalf of the Company under the Administration Agreement include, but are not limited to:
• the allocable portion of the Administrator’s rent for the Company’s Chief Financial Officer and the Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
• the allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such personnel in connection with performing administrative services for the Company under the Administration Agreement;
• the actual cost of goods and services used for the Company and obtained by the Administrator from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other 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 nine months ended September 30, 2022, the Company incurred and was invoiced by the Administrator expenses of approximately $0.5 million and $1.4 million, respectively, which amounts are included in “General and administrative expenses” in the accompanying Unaudited Consolidated Statements of Operations. For both the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, the Company incurred and was invoiced by the Administrator expenses of approximately $0.2 million, which amounts are included in “General and administrative expenses” in the accompanying Unaudited Consolidated Statements of Operations. As of September 30, 2022, administrative expenses of $0.5 million incurred during the three months ended September 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
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Barings; provided that Barings may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.
The Company’s obligation to make a Reimbursement Payment will automatically become a liability of the Company on the last business day of the applicable calendar quarter, except to the extent Barings has waived its right to receive such 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 nine months ended September 30, 2022, or for the period from May 10, 2021 (commencement of operations) to September 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 September 30, 2022 and December 31, 2021 are shown in the following table:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets
September 30, 2022:
Senior debt and 1st lien notes
$1,591,139 82 %$1,535,665 81 %142 %
Subordinated debt and 2nd lien notes
166,123 9 161,729 8 15 
Structured products24,557 1 22,365 1 2 
Equity shares121,675 6 146,975 8 14 
Equity warrants4 — — — — 
Investment in joint ventures46,570 2 38,726 2 3 
$1,950,068 100 %$1,905,460 100 %176 %
($ in thousands)
CostPercentage of
Total Portfolio		Fair ValuePercentage 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 products19,261 2 19,566 2 2 
Equity shares72,534 5 75,040 5 9 
Investment in joint ventures45,969 3 47,011 3 6 
$1,396,518 100 %1,397,648 100 %168 %
54
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the three months ended September 30, 2022, the Company made new investments totaling $199.8 million and made additional investments in existing portfolio companies totaling $57.8 million. During the nine months ended September 30, 2022, the Company made new investments totaling $516.6 million, made additional investments in existing portfolio companies totaling $221.7 million and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million.
During the three months ended September 30, 2021, the Company made new investments totaling $129.9 million, made investments in existing portfolio companies totaling $96.9 million, made new joint venture equity investments totaling $39.3 million and made a $63.4 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies. During the period from May 10, 2021 (commencement of operations) to September 30, 2021, the Company purchased the Initial Portfolio from MassMutual and CM Life for an aggregate purchase price of $602.8 million, made new investments totaling $223.9 million, made additional investments in portfolio companies purchased from MassMutual and CM Life totaling $71.9 million, made new joint venture equity investments totaling $39.3 million and made a $63.4 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies.
Industry Composition
The industry composition of investments at fair value at September 30, 2022 and December 31, 2021, excluding short-term investments, was as follows:
($ in thousands)September 30, 2022December 31, 2021
Aerospace and Defense$79,193 4.2 %$49,184 3.5 %
Automotive52,584 2.8 51,013 3.7 
Banking, Finance, Insurance and Real Estate200,462 10.5 153,347 11.0 
Beverage, Food and Tobacco21,981 1.2 18,900 1.3 
Capital Equipment37,232 2.0 23,589 1.7 
Chemicals, Plastics, and Rubber31,458 1.7 12,880 0.9 
Construction and Building21,395 1.1 18,783 1.3 
Consumer Goods: Durable30,027 1.6 16,562 1.2 
Consumer Goods: Non-durable34,940 1.8 35,762 2.6 
Containers, Packaging and Glass47,764 2.5 19,518 1.4 
Environmental Industries59,027 3.1 9,440 0.7 
Forest Products and Paper— — 2,176 0.2 
Healthcare and Pharmaceuticals165,669 8.7 133,275 9.5 
High Tech Industries320,573 16.8 253,273 18.1 
Hotel, Gaming and Leisure14,125 0.7 9,571 0.7 
Investment Funds and Vehicles41,928 2.2 47,011 3.4 
Media: Advertising, Printing and Publishing26,671 1.4 21,493 1.5 
Media: Broadcasting and Subscription3,787 0.2 5,304 0.4 
Media: Diversified and Production33,836 1.8 24,082 1.7 
Metals and Mining7,425 0.4 — — 
Services: Business374,849 19.6 277,455 19.9 
Services: Consumer95,737 5.0 63,838 4.6 
Structured Products8,548 0.4 9,811 0.7 
Telecommunications21,238 1.1 12,588 0.9 
Transportation: Cargo124,339 6.5 109,154 7.8 
Transportation: Consumer44,922 2.4 18,392 1.3 
Utilities: Electric5,750 0.3 1,247 0.1 
Total$1,905,460 100.0 %$1,397,648 100.0 %
55
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 September 30, 2022. As of September 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 nine months ended September 30, 2022, Thompson Rivers declared $89.1 million and $178.5 million in dividends, respectively, of which $0.9 million and $3.0 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations. In addition, for the three and nine months ended September 30, 2022, the Company recognized $4.8 million and $8.3 million, respectively, of the dividends as a return of capital.
As of September 30, 2022, Thompson Rivers had $1.2 billion in Ginnie Mae early buyout loans and $203.5 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 September 30, 2022, Thompson Rivers had 6,913 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 $0.2 million and weighted average coupon of 4.0%.
As of September 30, 2022 and December 31, 2021, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
September 30, 2022:
Federal Housing Administration (“FHA”) loans$1,119,118 91 %$1,046,632 91 %
Veterans Affairs (“VA”) loans112,609 9 105,378 9 
$1,231,727 100 %$1,152,010 100 %
December 31, 2021:
Federal Housing Administration (“FHA”) loans$2,799,869 93 %$2,839,495 93 %
Veterans Affairs (“VA”) loans224,660 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 $284.8 million and $694.8 million outstanding as of September 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 $546.3 million and $1,245.2 million outstanding as of September 30, 2022 and December 31, 2021, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $241.5 million and $933.1 million outstanding as of September 30, 2022 and December 31, 2021, respectively.
The Company has determined that Thompson Rivers is an investment company under ASC, Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
56
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of September 30, 2022 and December 31, 2021, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 September 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.
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 September 30, 2022. As of September 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 nine months ended September 30, 2022, Waccamaw River declared $2.7 million and $6.6 million in dividends, respectively, of which $0.5 million and $1.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations.
As of September 30, 2022, Waccamaw River had $169.1 million in unsecured consumer loans and $11.5 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 September 30, 2022, Waccamaw River had 15,017 outstanding loans with an average loan size of $11,649, remaining average life to maturity of 44.7 months and weighted average interest rate of 11.6%. 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 $56.7 million outstanding as of September 30, 2022. Waccamaw River's secured loan borrowing with Barclays Bank PLC, which is non-recourse to the Company, had approximately $24.1 million outstanding as of September 30, 2022.
The Company has determined that Waccamaw River is an investment company under ASC, Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
57
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of September 30, 2022 and December 31, 2021, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 September 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 September 30, 2022 and December 31, 2021, $4.4 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 range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.
The Company has determined that Eclipse is not an investment company under ASC, Topic 946, Financial Services Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Eclipse because it does not provide services to the Company. Instead the Company accounts for its equity investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
The Adviser conducts the valuation of the Company’s investments, upon which the Company’s 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.
58
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.
There is no single 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.
Investment Valuation Process
The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board may choose to designate the Company’s investment adviser to perform the fair value determination relating to such investments. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser's pricing committee.
At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System (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 independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect
59
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders' best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio. Pursuant to these procedures, the Adviser determines 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 Company’s Audit Committee and the independent valuation firm.
Valuation Techniques
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investment in Thompson Rivers and Waccamaw River
As Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using net asset 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.
60
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of September 30, 2022 and December 31, 2021. The weighted average range of unobservable inputs is based on fair value of investments.
September 30, 2022
($ in thousands)
Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,243,446 Yield AnalysisMarket Yield6.9% – 24.5%10.5%Decrease
5,583 Waterfall ApproachEnterprise Value Multiple6.3x6.3xIncrease
36,372 Discounted Cash Flow AnalysisDiscount Rate9.5% – 12.9%11.8%Decrease
208,718 Recent TransactionTransaction Price96.8% – 100.0%97.9%Increase
Subordinated debt and 2nd lien notes(2)
112,292 Yield AnalysisMarket Yield8.6% – 17.5%12.3%Decrease
7,572 Market ApproachAdjusted EBITDA Multiple9.8x9.8xIncrease
8,807 Recent TransactionTransaction Price96.0% – 100.0%98.0%Increase
Structured products(3)
8,548 Discounted Cash Flow AnalysisDiscount Rate9.3%9.3%Decrease
Equity shares108,941 Market ApproachAdjusted EBITDA Multiple6.5x – 43.0x10.4xIncrease
12,054 Market ApproachRevenue Multiple6.3x – 29.8x18.9xIncrease
24,818 Recent TransactionTransaction Price$0.0 – $1,000$692.80Increase
Warrants— Market ApproachAdjusted EBITDA Multiple7.0x – 18.5xN/AIncrease
(1) Excludes investments with an aggregate fair value amounting to $4,973, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) Excludes investments with an aggregate fair value amounting to $15,736, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(3) Excludes investments with an aggregate fair value amounting to $5,209, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
61
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2021
($ in thousands)
Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes
$636,184 Yield AnalysisMarket Yield5.1% – 26.5%7.5%Decrease
502,634 Recent TransactionTransaction Price97.0% – 99.0%97.9%Increase
Subordinated debt and 2nd lien notes(1)
58,642 Yield AnalysisMarket Yield5.3% – 20.5%9.6%Decrease
28,607 Recent TransactionTransaction Price97.0% – 98.3%98.0%Increase
Equity shares71,037 Market ApproachAdjusted EBITDA Multiple6.5x – 54.0x15.3xDecrease
3,968 Recent TransactionTransaction Price$1.0 – $1,000$134.24Increase
(1) Excludes investments with an aggregate fair value amounting to $4,975, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
The following table presents the Company’s investment portfolio at fair value as of September 30, 2022 and December 31, 2021, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of September 30, 2022
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $36,573 $1,499,092 $1,535,665 
Subordinated debt and 2nd lien notes
— 17,322 144,407 161,729 
Structured products— 8,608 13,757 22,365 
Equity shares96 1,066 145,813 146,975 
Investments subject to leveling$96 $63,569 $1,803,069 $1,866,734 
Investment in joint ventures(1)$38,726 
$1,905,460 
Fair Value as of December 31, 2021
($ in thousands)Level 1Level 2Level 3Total
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 shares35 — 75,005 75,040 
Investments subject to leveling$35 $44,555 $1,306,047 $1,350,637 
Investment in joint ventures(1)$47,011 
$1,397,648 
(1)The Company's investments in Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
62
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following table reconciles the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2022 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021:
Nine Months Ended September 30, 2022
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,138,818 $92,224 $— $75,005 $— $1,306,047 
New investments569,838 54,870 6,000 42,789 4 673,501 
Transfers into Level 3, net5,425 4,067 9,811 3,518 — 22,821 
Proceeds from sales of investments1,665 (573)— — — 1,092 
Loan origination fees received(14,238)(829)— — — (15,067)
Principal repayments received(153,392)(1,003)(714)— — (155,109)
Payment in kind interest/dividends1,823 1,199 100 — 3,122 
Accretion of loan premium/discount34 58 — — — 92 
Accretion of deferred loan origination revenue7,840 188 — — — 8,028 
Realized loss(6,565)(1,895)— — — (8,460)
Unrealized appreciation (depreciation)(52,156)(3,899)(1,340)24,401 (4)(32,998)
Fair value, end of period$1,499,092 $144,407 $13,757 $145,813 $— $1,803,069 
For the period from May 10, 2021 to September 30, 2021
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Equity SharesTotal
Fair value, beginning of period$— $— $— $— 
New investments280,081 10,580 66,180 356,841 
Investments purchased from MassMutual496,205 88,836 — 585,041 
Loan origination fees received(7,039)(169)— (7,208)
Principal repayments received(45,930)(37,621)— (83,551)
Payment in kind interest92 5 — 97 
Accretion of deferred loan origination revenue2,449 676 — 3,125 
Realized gain(46)(69)— (115)
Unrealized appreciation (depreciation)(3,137)110 (20)(3,047)
Fair value, end of period$722,675 $62,348 $66,160 $851,183 
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 $37.9 million during the nine months ended September 30, 2022 was related to portfolio company investments that were still held by the Company as of September 30, 2022. Pre-tax net unrealized depreciation on Level 3 investments of $2.4 million for the period from May 10, 2021 (commencement of operations) to September 30, 2021 was related to portfolio company investments that were still held by the Company as of September 30, 2021.
63
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the nine months ended September��30, 2022, the Company made investments of approximately $666.5 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the nine months ended September 30, 2022, the Company made investments of $80.5 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans (if any) generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company is contractually owed and recognizes interest income equal to the applicable margin ("spread") beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor 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 September 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 both September 30, 2022 and December 31, 2021, the Company had no non-accrual assets. Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
64
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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.
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 nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021 was as follows:
Three Months EndedThree Months EndedNine Months
 Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Recurring Fee Income:
Amortization of loan origination fees$1,796 $1,372 $4,975 $2,065 
Management, valuation and other fees464 90 1,283 130 
Total Recurring Fee Income2,260 1,462 6,258 2,195 
Non-Recurring Fee Income:
Prepayment fees230 156 241 156 
Acceleration of unamortized loan origination fees1,346 1,096 3,156 1,109 
Advisory, loan amendment and other fees241 52 696 128 
Total Non-Recurring Fee Income1,817 1,304 4,093 1,393 
Total Fee Income$4,077 $2,766 $10,351 $3,588 
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.
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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 September 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 September 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 September 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.
Financial and Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated 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 swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currency
As of September 30, 2022 the Company held 17 investments that were denominated in Australian dollars, one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, 61 investments that were denominated in Euros, one investment that was denominated in Swiss francs, one investment that was denominated in Swedish krona, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone and 26 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 September 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.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively) 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 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 September 30, 2022 and December 31, 2021 was approximately $1,949.8 million and $1,396.2 million, respectively. As of September 30, 2022, net unrealized depreciation on the Company's investments (tax basis) was approximately $0.8 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $78.5 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $79.3 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
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the Company’s Unaudited Consolidated Balance Sheet. As of September 30, 2022, the Company had a net deferred tax liability of $0.1 million pertaining to tax basis differences in the Taxable Subsidiary's investment in certain partnership interests.
5. BORROWINGS
The Company had the following borrowings outstanding as of September 30, 2022 and December 31, 2021:
Issuance Date
($ in thousands)		Maturity DateInterest Rate as of September 30, 2022September 30, 2022December 31, 2021
Credit Facility:
May 11, 2021May 11, 20264.567%$693,017 524,825 
Total Credit Facility$693,017 $524,825 
Notes:
July 29, 2021 - Series A NotesJuly 29, 20263.500%$75,000 $75,000 
September 15, 2021 - Series B NotesJuly 29, 20263.500%38,000 38,000 
October 28, 2021 - Series C NotesJuly 29, 20263.500%37,000 37,000 
May 10, 2022 - Series D Notes (1)May 10, 20276.000%95,254 — 
July 26, 2022 - Series E Notes (1)May 10, 20276.000%52,066 — 
(Less: Deferred financing fees)(677)(406)
Total Notes$296,643 $149,594 
(1)Inclusive of change in fair market value of effective hedge.
The Company is required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of the Company’s total assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities, of at least 150% after each issuance of senior securities. The Company’s asset coverage ratio was 208.6% as of September 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
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Notes to Unaudited Consolidated Financial Statements — (Continued)
11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of September 30, 2022, the Company was in compliance with all covenants of the Revolving Credit Facility.
As of September 30, 2022, the Company had U.S. dollar borrowings of $556.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 4.955% (one month SOFR of 2.577%), borrowings denominated in British pounds sterling of £30.2 million ($33.7 million U.S. dollars) with a weighted average interest rate of 3.606% (weighted average one month adjusted cumulative compounded SONIA of 1.274%), borrowings denominated in Australian dollars of A$12.1 million ($7.7 million U.S. dollars) with an interest rate of 4.441% (one month BBSW of 2.291%), borrowings denominated in Canadian dollars of C$5.4 million ($3.9 million U.S. dollars) with an interest rate of 5.623% (one month CDOR of 3.473%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.5 million U.S. dollars) with an interest rate of 5.560% (one month NZBB of 3.160%) and borrowings denominated in Euros of €89.6 million ($87.8 million U.S. dollars) with an interest rate of 2.405% (one month EURIBOR of 0.238%). 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 September 30, 2022 and December 31, 2021, the fair value of the borrowings outstanding under the Revolving Credit Facility was $693.0 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
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Notes to Unaudited Consolidated Financial Statements — (Continued)
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 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 September 30, 2022 and December 31, 2021, the fair value of the outstanding July 2026 Notes was $124.3 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
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Notes to Unaudited Consolidated Financial Statements — (Continued)
events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates.
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 September 30, 2022, the fair value of the outstanding May 2027 Notes was $137.7 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 Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of September 30, 2022, the interest rate swap had a fair value of $(4.7) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative asset or derivative liability 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 Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, the Company entered into a $55.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of September 30, 2022, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative asset or derivative liability on the Company’s Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company's foreign currency forward contracts as of September 30, 2022 and December 31, 2021:
As of September 30, 2022
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$62,055$40,19610/06/22$(281)Derivative liability
Foreign currency forward contract (AUD)$42,946A$62,05510/06/223,031 Derivative asset
Foreign currency forward contract (AUD)$40,131A$61,84501/09/23277 Derivative asset
Foreign currency forward contract (CAD)C$1,652$1,20510/06/22(3)Derivative liability
Foreign currency forward contract (CAD)$1,284C$1,65210/06/2283 Derivative asset
Foreign currency forward contract (CAD)$1,257C$1,72201/09/233 Derivative asset
Foreign currency forward contract (DKK)7,318kr.$96410/06/22(1)Derivative liability
Foreign currency forward contract (DKK)$1,0267,318kr.10/06/2263 Derivative asset
Foreign currency forward contract (DKK)$9827,401kr.01/09/231 Derivative asset
Foreign currency forward contract (EUR)€171,045$167,47510/06/22(144)Derivative liability
Foreign currency forward contract (EUR)$180,540€171,04510/06/2213,209 Derivative asset
Foreign currency forward contract (EUR)$169,009€171,26101/09/23145 Derivative asset
Foreign currency forward contract (GBP)£47,988$53,04010/06/22375 Derivative asset
Foreign currency forward contract (GBP)$58,269£47,98810/06/224,853 Derivative asset
Foreign currency forward contract (GBP)$55,713£50,39701/09/23(460)Derivative liability
Foreign currency forward contract (NZD)NZ$7,465$4,25710/06/22(47)Derivative liability
Foreign currency forward contract (NZD)$4,646NZ$7,46510/06/22436 Derivative asset
Foreign currency forward contract (NZD)$4,348NZ$7,62201/09/2347 Derivative asset
Foreign currency forward contract (NOK)39,724kr$3,71910/06/22(67)Derivative liability
Foreign currency forward contract (NOK)$4,06039,724kr10/06/22409 Derivative asset
Foreign currency forward contract (NOK)$3,54437,988kr01/09/2344 Derivative asset
Foreign currency forward contract (SEK)5,656kr$50510/06/223 Derivative asset
Foreign currency forward contract (SEK)$5605,656kr10/06/2252 Derivative asset
Foreign currency forward contract (SEK)$5125,694kr01/09/23(3)Derivative liability
Foreign currency forward contract (CHF)18,960Fr.$19,38810/06/22(128)Derivative liability
Foreign currency forward contract (CHF)$19,95718,960Fr.10/06/22697 Derivative asset
Foreign currency forward contract (CHF)$19,49118,873Fr.01/09/23122 Derivative asset
Total$22,716 
72
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2021
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$20,975$15,07601/06/22$171 Derivative asset
Foreign currency forward contract (AUD)$15,106A$20,97501/06/22(142)Derivative liability
Foreign currency forward contract (AUD)$15,068A$20,96104/08/22(172)Derivative liability
Foreign currency forward contract (CAD)$749$58601/06/225 Derivative asset
Foreign currency forward contract (CAD)$587$74901/06/22(4)Derivative liability
Foreign currency forward contract (CAD)$633$80804/08/22(6)Derivative liability
Foreign currency forward contract (DKK)2,141kr.$32601/06/221 Derivative asset
Foreign currency forward contract (DKK)$3352,141kr.01/06/227 Derivative asset
Foreign currency forward contract (DKK)$3232,114kr.04/08/22(2)Derivative liability
Foreign currency forward contract (EUR)€47,857$54,21301/06/22243 Derivative asset
Foreign currency forward contract (EUR)$55,239€47,85701/06/22783 Derivative asset
Foreign currency forward contract (EUR)$111,330€98,20104/08/22(634)Derivative liability
Foreign currency forward contract (GBP)£8,817$11,74401/06/22197 Derivative asset
Foreign currency forward contract (GBP)£2,000$2,66401/07/2245 Derivative asset
Foreign currency forward contract (GBP)$11,828£8,81701/06/22(112)Derivative liability
Foreign currency forward contract (GBP)$2,717£2,00001/07/228 Derivative asset
Foreign currency forward contract (GBP)$13,907£10,44604/08/22(234)Derivative liability
Foreign currency forward contract (NZD)NZ$610,086$41501/06/223 Derivative asset
Foreign currency forward contract (NZD)$419NZ$610,08601/06/221 Derivative asset
Foreign currency forward contract (NZD)$416NZ$613,90104/08/22(3)Derivative liability
Foreign currency forward contract (SEK)5,421kr$60001/07/22— Derivative liability
Foreign currency forward contract (SEK)$6175,421kr01/07/2217 Derivative asset
Foreign currency forward contract (SEK)$6075,483kr04/08/22— Derivative liability
Foreign currency forward contract (CHF)17,957Fr.$19,53001/06/22162 Derivative asset
Foreign currency forward contract (CHF)103Fr.$11301/07/22— Derivative asset
Foreign currency forward contract (CHF)$19,26417,957Fr.01/06/22(428)Derivative liability
Foreign currency forward contract (CHF)$113103Fr.01/07/22— Derivative asset
Foreign currency forward contract (CHF)$19,85318,212Fr.04/08/22(168)Derivative liability
Total$(262)
As of September 30, 2022 and December 31, 2021, the total fair value of the Company's foreign currency forward contracts was $22.7 million and $(0.3) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021 are shown in the following table:
Three Months EndedThree Months EndedNine Months
 Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Forward currency contracts$12,721 $677 $16,284 $677 
73
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021 are shown in the following table:
Three Months EndedThree Months EndedNine Months
 Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Forward currency contracts$8,841 $72 $22,978 $820 

74
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 September 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 September 30, 2022 and December 31, 2021 were as follows:
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Acclime Holdings HK Limited(1)(2)Delayed Draw Term Loan$— $148 
Acclime Holdings HK Limited(1)(2)Delayed Draw Term Loan— 812 
Accurus Aerospace Corporation(1)Revolver1,383 — 
Air Comm Corporation, LLC(1)Delayed Draw Term Loan— 11 
Air Comm Corporation, LLC(1)Delayed Draw Term Loan— 2,760 
Amtech LLC(1)Delayed Draw Term Loan1,818 1,818 
Amtech LLC(1)Revolver364 455 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver424 4,001 
AnalytiChem Holding GmbH(1)(2)(3)Incremental Term Loan1,083 — 
APC1 Holding(1)(2)(3)Delayed Draw Term Loan490 — 
Aquavista Watersides 2 LTD(1)(2)(4)Bridge Revolver— 233 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,202 1,459 
Arc Education(1)(2)(3)Delayed Draw Term Loan3,478 — 
Argus Bidco Limited(1)(2)(4)CAF Term Loan1,465 — 
Argus Bidco Limited(1)(2)(4)Bridge Term Loan311 — 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan983 1,192 
ASC Communications, LLCRevolver647 — 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,434 1,622 
AWP Group Holdings, Inc.(1)(2)Delayed Draw Term Loan233 233 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan962 962 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Bariacum S.A(1)(2)(3)Acquisition Facility882 1,023 
Bearcat Buyer, Inc.(1)Delayed Draw Term Loan— 96 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,573 
BigHand UK Bidco Limited(1)(2)(4)Acquisition Facility— 147 
Bounteous, Inc.(1)Delayed Draw Term Loan2,697 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan258 602 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan173 201 
BrightSign LLC(1)Revolver1,109 1,109 
British Engineering Services Holdco Limited(1)(2)(4)Bridge Revolver— 46 
British Engineering Services Holdco Limited(1)(2)(4)Acquisition Facility362 1,729 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan288 440 
Centralis Finco S.a.r.l.(1)(2)(3)Incremental CAF Term Loan274 73 
Ceres Pharma NV(1)(2)(3)Delayed Draw Term Loan1,330 1,544 
CGI Parent, LLC(1)Revolver1,653 — 
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan5,143 788 
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan284 — 
Coastal Marina Holdings, LLC(1)(2)PIK Tranche B Term Loan656 656 
Coastal Marina Holdings, LLC(1)(2)Tranche A Term Loan1,788 1,788 
Command Alkon (Project Potter Buyer, LLC)(1)(2)Delayed Draw Term Loan— 13,153 
75
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Comply365, LLC(1)Revolver575 — 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan927 1,076 
Crash Champions, LLC(1)Delayed Draw Term Loan— 4,518 
Dart Buyer, Inc(1)Delayed Draw Term Loan— 441 
DecksDirect, LLC(1)(2)Revolver218 218 
Direct Travel, Inc.(1)Delayed Draw Term Loan225 225 
DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility154 179 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,390 1,614 
Dwyer Instruments, Inc.(1)(2)Delayed Draw Term Loan4,513 987 
Eclipse Business Capital, LLC(1)Revolver11,679 8,342 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan8,492 10,678 
EMI Porta Holdco LLC(1)(2)Revolver1,769 2,542 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan92 209 
eShipping, LLC(1)Delayed Draw Term Loan1,274 1,274 
eShipping, LLC(1)Revolver743 616 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan641 — 
Express Wash Acquisition Company, LLC(1)(2)Delayed Draw Term Loan583 — 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan53 95 
FineLine Systems(1)Delayed Draw Term Loan478 478 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan711 — 
FragilePak LLC(1)Delayed Draw Term Loan4,649 4,649 
Glacis Acquisition S.A.R.L.(1)(2)(3)Delayed Draw Term Loan6,792 10,751 
Global Academic Group Limited(1)(2)(7)Term Loan403 — 
GPZN II GmbH(1)(2)(3)CAF Term Loan514 — 
Graphpad Software, LLC(1)(2)Delayed Draw Term Loan2,602 2,602 
Greenhill II BV(1)(2)(3)Capex Acquisition Facility234 — 
HeartHealth Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan297 — 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan148 364 
Heartland, LLC(1)(2)Delayed Draw Term Loan710 892 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))(1)(2)(3)Committed Additional Facility— 1,206 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,691 — 
HTI Technology & Industries(1)(2)Revolver1,128 — 
HW Holdco, LLC (Hanley Wood LLC)(1)(2)Delayed Draw Term Loan1,074 1,840 
IGL Holdings III Corp.(1)Delayed Draw Term Loan— 337 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan183 289 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility133 155 
Interstellar Group B.V.(1)(2)(3)Delayed Draw Term Loan2,405 — 
Interstellar Group B.V.(1)(2)(3)Delayed Draw Term Loan219 — 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility186 333 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility3,391 — 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan103 103 
ITI Intermodal, Inc.(1)(2)Revolver118 124 
Jaguar Merger Sub Inc.(1)(2)Delayed Draw Term Loan3,763 1,961 
Jaguar Merger Sub Inc.(1)(2)Revolver490 490 
Jeeves Information Systems AB(1)(3)Delayed Draw Term Loan— 8,936 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility673 — 
76
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Jones Fish Hatcheries & Distributors LLC(1)Revolver418 — 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan724 724 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan860 860 
LAF International(1)(3)Acquisition Facility— 114 
Lambir Bidco Limited(1)(2)(3)Bridge Revolver— 436 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan751 872 
Lattice Group Holdings Bidco Limited(1)Delayed Draw Term Loan298 — 
LeadsOnline, LLC(1)Revolver1,952 — 
LivTech Purchaser, Inc.(1)Delayed Draw Term Loan60 145 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan22 405 
Marmoutier Holding B.V.(1)(2)(3)Revolver140 162 
Marshall Excelsior Co.(1)(2)Revolver216 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan1,291 1,291 
Mercell Holding AS(1)(2)(8)Bridge Term Loan255 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility850 — 
Mertus 522. GmbH(1)(2)(3)Acquisition Facility2,520 6,564 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Capex Term Loan56 63 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan132 160 
Narda Acquisitionco., Inc.(1)(2)Revolver1,006 1,059 
Navia Benefit Solutions, Inc.(1)Delayed Draw Term Loan— 2,141 
Nexus Underwriting Management Limited(1)(2)(4)Revolver— 82 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility1,164 1,533 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility971 — 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan849 — 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)Revolver802 — 
OG III B.V.(1)(2)(3)Accordion Facility879 1,355 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan3,407 929 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 4,955 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan1,008 — 
Options Technology Ltd.(1)(2)Delayed Draw Term Loan1,406 1,406 
OSP Hamilton Purchaser, LLC(1)Revolver187 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 Loan4,320 4,320 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class A73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class B73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class C73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class D73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class E3,709 — 
Polara Enterprises, L.L.C.(1)Revolver947 545 
Policy Services Company, LLC(1)(2)Delayed Draw Term Loan— 6,579 
Premium Invest(1)(2)(3)Delayed Draw Term Loan5,486 569 
77
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
ProfitOptics, LLC(1)(2)Revolver194 — 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan234 272 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan667 — 
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)Accordion Facility2,705 714 
Questel Unite(1)(2)(3)Incremental Term Loan2,479 2,878 
Rep Seko Merger Sub LLC(1)(2)Delayed Draw Term Loan666 1,043 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility710 1,354 
Riedel Beheer B.V.(1)(2)(3)Revolver— 230 
Riedel Beheer B.V.(1)(2)(3)Delayed Draw Term Loan— 153 
ROI Solutions LLC(1)Delayed Draw Term Loan— 711 
Royal Buyer, LLC(1)(2)Delayed Draw Term Loan2,945 — 
Royal Buyer, LLC(1)(2)Revolver1,787 — 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,730 2,889 
Sanoptis S.A.R.L.(1)(2)(3)Acquisition Capex Facility5,726 5,316 
Scaled Agile, Inc.(1)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)Revolver336 336 
Scout Bidco B.V.(1)(2)(3)Delayed Draw Term Loan1,042 — 
Scout Bidco B.V.(1)(2)(3)Revolver473 — 
Sereni Capital NV(1)(2)(3)Term Loan220 — 
Simulation Software Investment Company Pty Ltd(1)(2)Delayed Draw Term Loan408 — 
Smartling, Inc.(1)Delayed Draw Term Loan2,076 2,076 
Smartling, Inc.(1)Revolver1,038 1,038 
Springbrook Software (SBRK Intermediate, Inc.)(1)(2)Delayed Draw Term Loan— 558 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan418 507 
Superjet Buyer, LLC(1)Revolver1,825 1,825 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,770 1,770 
Syntax Systems Ltd(1)(2)Revolver309 521 
Tank Holding Corp(1)Revolver655 — 
Techone B.V.(1)(2)(3)Delayed Draw Term Loan639 752 
Techone B.V.(1)(2)(3)Revolver95 200 
Tencarva Machinery Company, LLC(1)Delayed Draw Term Loan— 886 
Tencarva Machinery Company, LLC(1)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan4,195 4,195 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver1,233 1,233 
The Cleaver-Brooks Company, Inc.(1)(2)Revolver2,214 — 
The Hilb Group, LLC(1)(2)Delayed Draw Term Loan4,731 5,954 
Truck-Lite Co., LLC(1)(2)Delayed Draw Term Loan— 4,488 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan2,381 2,314 
Union Bidco Limited(1)(2)(4)Acquisition Facility239 — 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility1,384 — 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan3,371 — 
78
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
VP Holding Company(1)(2)Delayed Draw Term Loan4,100 — 
VP Holding Company(1)(2)Delayed Draw Term Loan8,230 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan487 712 
Waccamaw River(2)Joint Venture2,480 11,280 
Woodland Foods, LLC(1)(2)Line of Credit573 1,499 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan4,402 — 
ZB Holdco LLC(1)Delayed Draw Term Loan1,352 — 
ZB Holdco LLC(1)Revolver845 — 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,168 — 
Zeppelin Bidco Limited(1)(2)(4)Revolver245 — 
Total unused commitments to extend financing$221,268 $215,494 

(1)The Adviser's estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company's current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
79
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the nine months ended September 30, 2022 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021:
 Nine Months
Ended		For the period from May 10, 2021 (commencement of operations) to
($ in thousands, except share and per share amounts)September 30, 2022September 30, 2021
Per share data:
Net asset value at beginning of period$20.58 $— 
Net investment income(1)1.42 0.75 
Net realized loss on investments / foreign currency transactions(1)0.20 (0.06)
Net unrealized appreciation on investments / foreign currency transactions(1)(0.08)0.14 
Total increase from investment operations(1)1.54 0.83 
Dividends declared from net investment income(1.21)(0.40)
Dividends declared from realized gains(0.08)— 
Total dividends declared(1.29)(0.40)
Issuance of common stock— 20.00 
Net asset value at end of period$20.83 $20.43 
Shares outstanding at end of period51,995,302 34,693,370 
Net assets at end of period$1,083,298 $708,891 
Average net assets$973,609 $495,338 
Ratio of total expenses, prior to waiver of base management fee, to average net assets (annualized)(2)(3)5.25 %3.54 %
Ratio of total expenses, net of base management fee waived, to average net assets (annualized)(2)(3)5.25 %2.77 %
Ratio of net investment income to average net assets (annualized)(2)(3)9.30 %9.48 %
Portfolio turnover ratio (annualized)11.79 %11.18 %
Total return(4)7.56 %4.16 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies.
(3)Reflects annualized amounts. For the period from May 10, 2021 (commencement of operations) to JuneSeptember 30, 2021, reflects annualized amounts except in the case of non-recurring expenses (e.g. initial organization expenses and offering costs).
Operating results(4)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 JuneSeptember 30, 2021, were as follows:beginning NAV is assumed to be the first share issuance at $20.00 per share.
For the period from May 10, 2021 (commencement of operations) to
June 30,
2021
Investment income:
Total investment income$6,812,681 
Total operating expenses2,106,241 
Net investment income4,706,440
Net realized losses(810,150)
Net unrealized appreciation3,905,426 
Net realized losses and unrealized appreciation on investments and foreign currency borrowings3,095,276 
Net increase in net assets resulting from operations$7,801,716
Net increases (decreases)9. SUBSEQUENT EVENTS
Subsequent to September 30, 2022, the Company made approximately $162.6 million of new commitments, of which $129.1 million closed and funded. The $129.1 million of investments consists of $128.3 million of first lien senior secured debt investments and $0.8 million of equity investments. The weighted average yield of the debt investments was 9.7%. In addition, the Company funded $19.5 million of previously committed delayed draw term loans.
Subsequent to September 30, 2022, the Company placed its debt investment in net assets resulting from operations can vary substantially from period to periodCore Scientific Inc. (“Core Scientific”) on non-accrual status effective with the monthly payment due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation.October 31, 2022. As a result, comparisonsunder U.S. GAAP, the Company will no longer recognize interest income on its debt investment in Core Scientific for financial reporting purposes.
On October 3, 2022, the Company issued and sold 153,576.57 shares of netits common stock, for an aggregate offering price of $3.2 million at a price per share of $20.83, 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.
80
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
On October 13, 2022, the Board declared regular monthly distributions for October 2022 through December 2022. The regular monthly cash distributions, each in the gross amount of $0.15 per share are payable on October 28, 2022, November 29, 2022, and December 29, 2022 to stockholders of record on October 26, 2022, November 25, 2022, and December 27, 2022, respectively.
On November 10, 2022, the Board declared regular monthly distributions for January 2022 through March 2023. The regular monthly cash distributions, each in the gross amount of $0.155 per share are payable on January 30, 2023, February 27, 2023 and March 29, 2023, to stockholders of record on January 26, 2023, February 24, 2023 and March 27, 2023, respectively.
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our unaudited consolidated financial statements for the three and nine months ended September 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, including the risks of a slowing economy, rising inflation and risk of recession; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, such as the ongoing COVID-19 pandemic, on our or our portfolio companies’ business and the U.S. and global economy; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a BDC under the 1940 Act and are externally managed by Barings LLC, or Barings, an investment adviser that is registered with the SEC under the Advisers Act. In addition, we 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.
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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 September 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of our outstanding debt investments was approximately 8.6% and 6.6%, respectively.
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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.
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' $264.0 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 September 30, 2022, BIIL had approximately £16.5 billion in assets resultingunder 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 operationstime 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 notelect to make certain Expense Payments on our behalf, including organization and offering expenses, provided that no portion of the payment will be meaningful.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 $1,905.5 million and $1,397.6 million as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022, we had investments in 259 portfolio companies with an aggregate cost of $1,950.1 million. As of December 31, 2021, we had investments in 219 portfolio companies with an aggregate cost of $1,396.5 million. As of September 30, 2022 and December 31, 2021, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
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As of September 30, 2022 and December 31, 2021, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio
September 30, 2022:
Senior debt and 1st lien notes
$1,591,139 82 %$1,535,665 81 %
Subordinated debt and 2nd lien notes
166,123 9 161,729 8 
Structured products24,557 1 22,365 1 
Equity shares121,675 6 146,975 8 
Equity warrants4 — — — 
Investment in joint ventures46,570 2 38,726 2 
$1,950,068 100 %$1,905,460 100 %
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage 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 products19,261 2 19,566 2 
Equity shares72,534 5 75,040 5 
Investment in joint ventures45,969 3 47,011 3 
$1,396,518 100 %$1,397,648 100 %
Investment IncomeActivity
For the period from May 10, 2021 (commencement of operations) to
June 30,
2021
Investment income:
Interest income$5,953,366 
FeeDuring the nine months ended September 30, 2022, we made new investments totaling $516.6 million, made additional investments in existing portfolio companies totaling $221.7 million, and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million. We had 30 loans repaid at par totaling $139.2 million and received $32.9 million of portfolio company principal payments and sale proceeds, recognizing a net loss on these transactions of $9.5 million. In addition, we received $8.3 million of return of capital from one of our joint ventures.
During the period from May 10, 2021 (commencement of operations) to September 30, 2021, we purchased the Initial Portfolio from MassMutual and CM Life for an aggregate purchase price of $602.8 million, made new investments totaling $223.9 million, made additional investments in existing portfolio companies purchased from MassMutual and CM Life totaling $71.9 million, made new joint venture equity investments totaling $39.3 million and made a $63.4 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies. We had 16 loans repaid at par totaling $80.5 million and received $3.1 million of portfolio company principal payments.
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Total portfolio investment activity for the nine months ended September 30, 2022 and other income
822,203 
Payment-in-kind interest income37,112 
Total investment income$6,812,681 
Investment income for the period from May 10, 2021 (commencement of operations) to JuneSeptember 30, 2021 was driven by our deployment of capital and increasing invested balance.as follows:
Operating Expenses
Nine Months Ended
September 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investment in Joint VenturesTotal
Fair value, beginning of period$1,141,252 $114,779 $19,566 $75,040 $— $47,011 $1,397,648 
New investments628,306 54,870 6,000 49,041 4 8,859 747,080 
Proceeds from sales of investments(16,368)(573)— — — (8,257)(25,198)
Loan origination fees received(14,239)(829)— — — — (15,068)
Principal repayments received(153,457)(1,003)(714)— — — (155,174)
Payment-in-kind interest/dividends1,823 1,199 — 100 — — 3,122 
Accretion of loan premium/discount75 64 10 — — — 149 
Accretion of deferred loan origination revenue7,840 291 — — — — 8,131 
Realized loss(7,596)(1,894)— — — — (9,490)
Unrealized appreciation (depreciation)(51,971)(5,175)(2,497)22,794 (4)(8,887)(45,740)
Fair value, end of period$1,535,665 $161,729 $22,365 $146,975 $— $38,726 $1,905,460 
For the period from May 10, 2021 (commencement of operations) to
June 30,
2021
Operating expenses:
Interest and other financing fees$894,359 
Base management fee687,268 
Offering costs29,075 
Professional fees247,923 
Directors fees60,000 
D&O insurance46,026 
Custody and administrative fees119,840 
Other general and administrative expenses21,750 
Total operating expenses$2,106,241 
For the period from May 10, 2021 (commencement of operations) to September 30, 2021:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Equity
Shares		Investment in Joint VenturesShort-term
Investments		Total
Fair value, beginning of period$— $— $— $— $— $— 
New investments282,527 10,580 66,180 39,320 152,000 550,607 
Investments purchased from MassMutual496,205 106,633 — — — 602,838 
Loan origination fees received(7,039)(170)— — — (7,209)
Principal repayments received(45,930)(37,622)— — — (83,552)
Payment-in-kind interest earned92 5 — — — 97 
Accretion of loan discount— 2 — — — 2 
Accretion of deferred loan origination revenue2,449 725 — — — 3,174 
Realized gain(46)(69)— — — (115)
Unrealized appreciation (depreciation)(3,146)497 (20)95 — (2,574)
Fair value, end of period$725,112 $80,581 $66,160 $39,415 $152,000 $1,063,268 
Interest and Other Financing FeesNon-Accrual Assets
InterestGenerally, 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 financing feesobligations, 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 period from May 10,interest income is deemed to be collectible. As of both September 30, 2022 and December 31, 2021, (commencement of operations) to June 30, 2021 were attributable to borrowings under the Revolving Credit Facility (as defined below under “Financial Condition, Liquidity and Capital Resources”).we had no non-accrual assets.

4385

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 nine months ended September 30, 2022, the Base Management Fee determined in accordance with the terms of the Advisory Agreement was $3.2 million and $8.3 million, respectively. For the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, the Base Management Fee determined in accordance with the terms of the Advisory Agreement was $1.5 million and $2.2 million, respectively. The Adviser voluntarily agreed to waive the Base Management Fee of $1.5 million for the three months ended September 30, 2021, which resulted in a net Base Management Fee of $0.7 million for the period from May 10, 2021 (commencement of operations) to September 30, 2021 after taking into account the waiver. Any portion of the Base Management Fee waived is not subject to recoupment in subsequent periods. As of September 30, 2022, the Base Management Fee of $3.2 million for the quarter ended September 30, 2022 was unpaid and included in “Base management fees payable” in the accompanying Unaudited
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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.
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.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 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.
For both the three and nine months ended September 30, 2022, the Incentive Fee determined in accordance with the terms of the Advisory Agreement was $2.1 million. For the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, the Company did not incur any Incentive Fees.
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
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Company’s allocable portion of Barings’ overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs); and
•all other expenses of the Company’s operations and transactions, including those listed in the Advisory Agreement.
Sub-Advisory Agreement
Barings has retained Baring International Investment Limited (“BIIL”), its indirect, wholly-owned subsidiary, as a sub-adviser to manage the Company’s European investments, pursuant to the terms of a sub-advisory agreement (the “Sub-Advisory Agreement”). BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England.
Under the terms of the Sub-Advisory Agreement and except as expressly provided for therein, BIIL provides advisory services with respect to the Company’s European investments on terms and conditions that are, as far as possible, identical to the terms and conditions under which Barings itself serves as its investment adviser under the Advisory Agreement. In addition, except as expressly set forth in the Sub-Advisory Agreement, BIIL is entitled to the same rights and protections as Barings is under the terms of the Advisory Agreement. Barings maintains oversight responsibilities for BIIL’s activities as they relate to the Company’s investment portfolio (including BIIL’s compliance with the requirements set out, referred to or contemplated by the Advisory Agreement), but BIIL is not under the day-to-day direction and supervision of Barings with respect to such activities; provided, however, that Barings retains ultimate discretion over the selection, acquisition and disposal of assets to or from the Company’s investment portfolio. Barings, and not the Company, is solely responsible for paying compensation to BIIL, which amount shall be a portion of the management fees paid by the Company to Barings under the Advisory Agreement, as agreed to between Barings and BIIL from time to time.
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 September 30, 2022, BIIL had approximately £16.5 billion in assets under management.
Administration Agreement
Under the terms of an administration agreement (the “Administration Agreement”) with the Adviser, the Adviser also performs (or oversees, or arranges for, the performance of) the administrative services necessary for the Company to operate (in such capacity, the “Administrator”), including, but not limited to, providing office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as the Administrator, subject to review by the Board, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement. The Administrator also, on behalf of the Company and subject to oversight by the Board, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
The Company reimburses Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by the Company and Barings quarterly in arrears. In no event will the agreed-upon quarterly expense amount exceed the amount of expenses that would otherwise be reimbursable by the Company under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount.
The costs and expenses incurred by the Administrator on behalf of the Company under the Administration Agreement include, but are not limited to:
• the allocable portion of the Administrator’s rent for the Company’s Chief Financial Officer and the Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
• the allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such personnel in connection with performing administrative services for the Company under the Administration Agreement;
• the actual cost of goods and services used for the Company and obtained by the Administrator from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other 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 nine months ended September 30, 2022, the Company incurred and was invoiced by the Administrator expenses of approximately $0.5 million and $1.4 million, respectively, which amounts are included in “General and administrative expenses” in the accompanying Unaudited Consolidated Statements of Operations. For both the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, the Company incurred and was invoiced by the Administrator expenses of approximately $0.2 million, which amounts are included in “General and administrative expenses” in the accompanying Unaudited Consolidated Statements of Operations. As of September 30, 2022, administrative expenses of $0.5 million incurred during the three months ended September 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
53
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Barings; provided that Barings may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.
The Company’s obligation to make a Reimbursement Payment will automatically become a liability of the Company on the last business day of the applicable calendar quarter, except to the extent Barings has waived its right to receive such 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 nine months ended September 30, 2022, or for the period from May 10, 2021 (commencement of operations) to September 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 September 30, 2022 and December 31, 2021 are shown in the following table:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets
September 30, 2022:
Senior debt and 1st lien notes
$1,591,139 82 %$1,535,665 81 %142 %
Subordinated debt and 2nd lien notes
166,123 9 161,729 8 15 
Structured products24,557 1 22,365 1 2 
Equity shares121,675 6 146,975 8 14 
Equity warrants4 — — — — 
Investment in joint ventures46,570 2 38,726 2 3 
$1,950,068 100 %$1,905,460 100 %176 %
($ in thousands)
CostPercentage of
Total Portfolio		Fair ValuePercentage 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 products19,261 2 19,566 2 2 
Equity shares72,534 5 75,040 5 9 
Investment in joint ventures45,969 3 47,011 3 6 
$1,396,518 100 %1,397,648 100 %168 %
54
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the three months ended September 30, 2022, the Company made new investments totaling $199.8 million and made additional investments in existing portfolio companies totaling $57.8 million. During the nine months ended September 30, 2022, the Company made new investments totaling $516.6 million, made additional investments in existing portfolio companies totaling $221.7 million and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million.
During the three months ended September 30, 2021, the Company made new investments totaling $129.9 million, made investments in existing portfolio companies totaling $96.9 million, made new joint venture equity investments totaling $39.3 million and made a $63.4 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies. During the period from May 10, 2021 (commencement of operations) to September 30, 2021, the Company purchased the Initial Portfolio from MassMutual and CM Life for an aggregate purchase price of $602.8 million, made new investments totaling $223.9 million, made additional investments in portfolio companies purchased from MassMutual and CM Life totaling $71.9 million, made new joint venture equity investments totaling $39.3 million and made a $63.4 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies.
Industry Composition
The industry composition of investments at fair value at September 30, 2022 and December 31, 2021, excluding short-term investments, was as follows:
($ in thousands)September 30, 2022December 31, 2021
Aerospace and Defense$79,193 4.2 %$49,184 3.5 %
Automotive52,584 2.8 51,013 3.7 
Banking, Finance, Insurance and Real Estate200,462 10.5 153,347 11.0 
Beverage, Food and Tobacco21,981 1.2 18,900 1.3 
Capital Equipment37,232 2.0 23,589 1.7 
Chemicals, Plastics, and Rubber31,458 1.7 12,880 0.9 
Construction and Building21,395 1.1 18,783 1.3 
Consumer Goods: Durable30,027 1.6 16,562 1.2 
Consumer Goods: Non-durable34,940 1.8 35,762 2.6 
Containers, Packaging and Glass47,764 2.5 19,518 1.4 
Environmental Industries59,027 3.1 9,440 0.7 
Forest Products and Paper— — 2,176 0.2 
Healthcare and Pharmaceuticals165,669 8.7 133,275 9.5 
High Tech Industries320,573 16.8 253,273 18.1 
Hotel, Gaming and Leisure14,125 0.7 9,571 0.7 
Investment Funds and Vehicles41,928 2.2 47,011 3.4 
Media: Advertising, Printing and Publishing26,671 1.4 21,493 1.5 
Media: Broadcasting and Subscription3,787 0.2 5,304 0.4 
Media: Diversified and Production33,836 1.8 24,082 1.7 
Metals and Mining7,425 0.4 — — 
Services: Business374,849 19.6 277,455 19.9 
Services: Consumer95,737 5.0 63,838 4.6 
Structured Products8,548 0.4 9,811 0.7 
Telecommunications21,238 1.1 12,588 0.9 
Transportation: Cargo124,339 6.5 109,154 7.8 
Transportation: Consumer44,922 2.4 18,392 1.3 
Utilities: Electric5,750 0.3 1,247 0.1 
Total$1,905,460 100.0 %$1,397,648 100.0 %
55
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 September 30, 2022. As of September 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 nine months ended September 30, 2022, Thompson Rivers declared $89.1 million and $178.5 million in dividends, respectively, of which $0.9 million and $3.0 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations. In addition, for the three and nine months ended September 30, 2022, the Company recognized $4.8 million and $8.3 million, respectively, of the dividends as a return of capital.
As of September 30, 2022, Thompson Rivers had $1.2 billion in Ginnie Mae early buyout loans and $203.5 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 September 30, 2022, Thompson Rivers had 6,913 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 $0.2 million and weighted average coupon of 4.0%.
As of September 30, 2022 and December 31, 2021, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
September 30, 2022:
Federal Housing Administration (“FHA”) loans$1,119,118 91 %$1,046,632 91 %
Veterans Affairs (“VA”) loans112,609 9 105,378 9 
$1,231,727 100 %$1,152,010 100 %
December 31, 2021:
Federal Housing Administration (“FHA”) loans$2,799,869 93 %$2,839,495 93 %
Veterans Affairs (“VA”) loans224,660 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 $284.8 million and $694.8 million outstanding as of September 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 $546.3 million and $1,245.2 million outstanding as of September 30, 2022 and December 31, 2021, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $241.5 million and $933.1 million outstanding as of September 30, 2022 and December 31, 2021, respectively.
The Company has determined that Thompson Rivers is an investment company under ASC, Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
56
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of September 30, 2022 and December 31, 2021, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 September 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.
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 September 30, 2022. As of September 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 nine months ended September 30, 2022, Waccamaw River declared $2.7 million and $6.6 million in dividends, respectively, of which $0.5 million and $1.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations.
As of September 30, 2022, Waccamaw River had $169.1 million in unsecured consumer loans and $11.5 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 September 30, 2022, Waccamaw River had 15,017 outstanding loans with an average loan size of $11,649, remaining average life to maturity of 44.7 months and weighted average interest rate of 11.6%. 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 $56.7 million outstanding as of September 30, 2022. Waccamaw River's secured loan borrowing with Barclays Bank PLC, which is non-recourse to the Company, had approximately $24.1 million outstanding as of September 30, 2022.
The Company has determined that Waccamaw River is an investment company under ASC, Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
57
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of September 30, 2022 and December 31, 2021, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 September 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 September 30, 2022 and December 31, 2021, $4.4 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 range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.
The Company has determined that Eclipse is not an investment company under ASC, Topic 946, Financial Services Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Eclipse because it does not provide services to the Company. Instead the Company accounts for its equity investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
The Adviser conducts the valuation of the Company’s investments, upon which the Company’s 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.
58
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.
There is no single 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.
Investment Valuation Process
The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board may choose to designate the Company’s investment adviser to perform the fair value determination relating to such investments. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser's pricing committee.
At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System (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 independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect
59
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders' best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio. Pursuant to these procedures, the Adviser determines 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 Company’s Audit Committee and the independent valuation firm.
Valuation Techniques
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investment in Thompson Rivers and Waccamaw River
As Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using net asset 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.
60
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of September 30, 2022 and December 31, 2021. The weighted average range of unobservable inputs is based on fair value of investments.
September 30, 2022
($ in thousands)
Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,243,446 Yield AnalysisMarket Yield6.9% – 24.5%10.5%Decrease
5,583 Waterfall ApproachEnterprise Value Multiple6.3x6.3xIncrease
36,372 Discounted Cash Flow AnalysisDiscount Rate9.5% – 12.9%11.8%Decrease
208,718 Recent TransactionTransaction Price96.8% – 100.0%97.9%Increase
Subordinated debt and 2nd lien notes(2)
112,292 Yield AnalysisMarket Yield8.6% – 17.5%12.3%Decrease
7,572 Market ApproachAdjusted EBITDA Multiple9.8x9.8xIncrease
8,807 Recent TransactionTransaction Price96.0% – 100.0%98.0%Increase
Structured products(3)
8,548 Discounted Cash Flow AnalysisDiscount Rate9.3%9.3%Decrease
Equity shares108,941 Market ApproachAdjusted EBITDA Multiple6.5x – 43.0x10.4xIncrease
12,054 Market ApproachRevenue Multiple6.3x – 29.8x18.9xIncrease
24,818 Recent TransactionTransaction Price$0.0 – $1,000$692.80Increase
Warrants— Market ApproachAdjusted EBITDA Multiple7.0x – 18.5xN/AIncrease
(1) Excludes investments with an aggregate fair value amounting to $4,973, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) Excludes investments with an aggregate fair value amounting to $15,736, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(3) Excludes investments with an aggregate fair value amounting to $5,209, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
61
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2021
($ in thousands)
Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes
$636,184 Yield AnalysisMarket Yield5.1% – 26.5%7.5%Decrease
502,634 Recent TransactionTransaction Price97.0% – 99.0%97.9%Increase
Subordinated debt and 2nd lien notes(1)
58,642 Yield AnalysisMarket Yield5.3% – 20.5%9.6%Decrease
28,607 Recent TransactionTransaction Price97.0% – 98.3%98.0%Increase
Equity shares71,037 Market ApproachAdjusted EBITDA Multiple6.5x – 54.0x15.3xDecrease
3,968 Recent TransactionTransaction Price$1.0 – $1,000$134.24Increase
(1) Excludes investments with an aggregate fair value amounting to $4,975, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
The following table presents the Company’s investment portfolio at fair value as of September 30, 2022 and December 31, 2021, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of September 30, 2022
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $36,573 $1,499,092 $1,535,665 
Subordinated debt and 2nd lien notes
— 17,322 144,407 161,729 
Structured products— 8,608 13,757 22,365 
Equity shares96 1,066 145,813 146,975 
Investments subject to leveling$96 $63,569 $1,803,069 $1,866,734 
Investment in joint ventures(1)$38,726 
$1,905,460 
Fair Value as of December 31, 2021
($ in thousands)Level 1Level 2Level 3Total
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 shares35 — 75,005 75,040 
Investments subject to leveling$35 $44,555 $1,306,047 $1,350,637 
Investment in joint ventures(1)$47,011 
$1,397,648 
(1)The Company's investments in Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
62
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following table reconciles the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2022 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021:
Nine Months Ended September 30, 2022
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,138,818 $92,224 $— $75,005 $— $1,306,047 
New investments569,838 54,870 6,000 42,789 4 673,501 
Transfers into Level 3, net5,425 4,067 9,811 3,518 — 22,821 
Proceeds from sales of investments1,665 (573)— — — 1,092 
Loan origination fees received(14,238)(829)— — — (15,067)
Principal repayments received(153,392)(1,003)(714)— — (155,109)
Payment in kind interest/dividends1,823 1,199 100 — 3,122 
Accretion of loan premium/discount34 58 — — — 92 
Accretion of deferred loan origination revenue7,840 188 — — — 8,028 
Realized loss(6,565)(1,895)— — — (8,460)
Unrealized appreciation (depreciation)(52,156)(3,899)(1,340)24,401 (4)(32,998)
Fair value, end of period$1,499,092 $144,407 $13,757 $145,813 $— $1,803,069 
For the period from May 10, 2021 to September 30, 2021
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Equity SharesTotal
Fair value, beginning of period$— $— $— $— 
New investments280,081 10,580 66,180 356,841 
Investments purchased from MassMutual496,205 88,836 — 585,041 
Loan origination fees received(7,039)(169)— (7,208)
Principal repayments received(45,930)(37,621)— (83,551)
Payment in kind interest92 5 — 97 
Accretion of deferred loan origination revenue2,449 676 — 3,125 
Realized gain(46)(69)— (115)
Unrealized appreciation (depreciation)(3,137)110 (20)(3,047)
Fair value, end of period$722,675 $62,348 $66,160 $851,183 
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 $37.9 million during the nine months ended September 30, 2022 was related to portfolio company investments that were still held by the Company as of September 30, 2022. Pre-tax net unrealized depreciation on Level 3 investments of $2.4 million for the period from May 10, 2021 (commencement of operations) to September 30, 2021 was related to portfolio company investments that were still held by the Company as of September 30, 2021.
63
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the nine months ended September��30, 2022, the Company made investments of approximately $666.5 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the nine months ended September 30, 2022, the Company made investments of $80.5 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans (if any) generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company is contractually owed and recognizes interest income equal to the applicable margin ("spread") beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor 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 September 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 both September 30, 2022 and December 31, 2021, the Company had no non-accrual assets. Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
64
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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.
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 nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021 was as follows:
Three Months EndedThree Months EndedNine Months
 Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Recurring Fee Income:
Amortization of loan origination fees$1,796 $1,372 $4,975 $2,065 
Management, valuation and other fees464 90 1,283 130 
Total Recurring Fee Income2,260 1,462 6,258 2,195 
Non-Recurring Fee Income:
Prepayment fees230 156 241 156 
Acceleration of unamortized loan origination fees1,346 1,096 3,156 1,109 
Advisory, loan amendment and other fees241 52 696 128 
Total Non-Recurring Fee Income1,817 1,304 4,093 1,393 
Total Fee Income$4,077 $2,766 $10,351 $3,588 
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.
65
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 September 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 September 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 September 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.
Financial and Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated 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 swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currency
As of September 30, 2022 the Company held 17 investments that were denominated in Australian dollars, one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, 61 investments that were denominated in Euros, one investment that was denominated in Swiss francs, one investment that was denominated in Swedish krona, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone and 26 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 September 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.
66
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively) 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 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 September 30, 2022 and December 31, 2021 was approximately $1,949.8 million and $1,396.2 million, respectively. As of September 30, 2022, net unrealized depreciation on the Company's investments (tax basis) was approximately $0.8 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $78.5 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $79.3 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
67
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
the Company’s Unaudited Consolidated Balance Sheet. As of September 30, 2022, the Company had a net deferred tax liability of $0.1 million pertaining to tax basis differences in the Taxable Subsidiary's investment in certain partnership interests.
5. BORROWINGS
The Company had the following borrowings outstanding as of September 30, 2022 and December 31, 2021:
Issuance Date
($ in thousands)		Maturity DateInterest Rate as of September 30, 2022September 30, 2022December 31, 2021
Credit Facility:
May 11, 2021May 11, 20264.567%$693,017 524,825 
Total Credit Facility$693,017 $524,825 
Notes:
July 29, 2021 - Series A NotesJuly 29, 20263.500%$75,000 $75,000 
September 15, 2021 - Series B NotesJuly 29, 20263.500%38,000 38,000 
October 28, 2021 - Series C NotesJuly 29, 20263.500%37,000 37,000 
May 10, 2022 - Series D Notes (1)May 10, 20276.000%95,254 — 
July 26, 2022 - Series E Notes (1)May 10, 20276.000%52,066 — 
(Less: Deferred financing fees)(677)(406)
Total Notes$296,643 $149,594 
(1)Inclusive of change in fair market value of effective hedge.
The Company is required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of the Company’s total assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities, of at least 150% after each issuance of senior securities. The Company’s asset coverage ratio was 208.6% as of September 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
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Notes to Unaudited Consolidated Financial Statements — (Continued)
11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of September 30, 2022, the Company was in compliance with all covenants of the Revolving Credit Facility.
As of September 30, 2022, the Company had U.S. dollar borrowings of $556.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 4.955% (one month SOFR of 2.577%), borrowings denominated in British pounds sterling of £30.2 million ($33.7 million U.S. dollars) with a weighted average interest rate of 3.606% (weighted average one month adjusted cumulative compounded SONIA of 1.274%), borrowings denominated in Australian dollars of A$12.1 million ($7.7 million U.S. dollars) with an interest rate of 4.441% (one month BBSW of 2.291%), borrowings denominated in Canadian dollars of C$5.4 million ($3.9 million U.S. dollars) with an interest rate of 5.623% (one month CDOR of 3.473%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.5 million U.S. dollars) with an interest rate of 5.560% (one month NZBB of 3.160%) and borrowings denominated in Euros of €89.6 million ($87.8 million U.S. dollars) with an interest rate of 2.405% (one month EURIBOR of 0.238%). 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 September 30, 2022 and December 31, 2021, the fair value of the borrowings outstanding under the Revolving Credit Facility was $693.0 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
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Notes to Unaudited Consolidated Financial Statements — (Continued)
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 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 September 30, 2022 and December 31, 2021, the fair value of the outstanding July 2026 Notes was $124.3 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
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Notes to Unaudited Consolidated Financial Statements — (Continued)
events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates.
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 September 30, 2022, the fair value of the outstanding May 2027 Notes was $137.7 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 Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of September 30, 2022, the interest rate swap had a fair value of $(4.7) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative asset or derivative liability 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 Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, the Company entered into a $55.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of September 30, 2022, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative asset or derivative liability on the Company’s Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company's foreign currency forward contracts as of September 30, 2022 and December 31, 2021:
As of September 30, 2022
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$62,055$40,19610/06/22$(281)Derivative liability
Foreign currency forward contract (AUD)$42,946A$62,05510/06/223,031 Derivative asset
Foreign currency forward contract (AUD)$40,131A$61,84501/09/23277 Derivative asset
Foreign currency forward contract (CAD)C$1,652$1,20510/06/22(3)Derivative liability
Foreign currency forward contract (CAD)$1,284C$1,65210/06/2283 Derivative asset
Foreign currency forward contract (CAD)$1,257C$1,72201/09/233 Derivative asset
Foreign currency forward contract (DKK)7,318kr.$96410/06/22(1)Derivative liability
Foreign currency forward contract (DKK)$1,0267,318kr.10/06/2263 Derivative asset
Foreign currency forward contract (DKK)$9827,401kr.01/09/231 Derivative asset
Foreign currency forward contract (EUR)€171,045$167,47510/06/22(144)Derivative liability
Foreign currency forward contract (EUR)$180,540€171,04510/06/2213,209 Derivative asset
Foreign currency forward contract (EUR)$169,009€171,26101/09/23145 Derivative asset
Foreign currency forward contract (GBP)£47,988$53,04010/06/22375 Derivative asset
Foreign currency forward contract (GBP)$58,269£47,98810/06/224,853 Derivative asset
Foreign currency forward contract (GBP)$55,713£50,39701/09/23(460)Derivative liability
Foreign currency forward contract (NZD)NZ$7,465$4,25710/06/22(47)Derivative liability
Foreign currency forward contract (NZD)$4,646NZ$7,46510/06/22436 Derivative asset
Foreign currency forward contract (NZD)$4,348NZ$7,62201/09/2347 Derivative asset
Foreign currency forward contract (NOK)39,724kr$3,71910/06/22(67)Derivative liability
Foreign currency forward contract (NOK)$4,06039,724kr10/06/22409 Derivative asset
Foreign currency forward contract (NOK)$3,54437,988kr01/09/2344 Derivative asset
Foreign currency forward contract (SEK)5,656kr$50510/06/223 Derivative asset
Foreign currency forward contract (SEK)$5605,656kr10/06/2252 Derivative asset
Foreign currency forward contract (SEK)$5125,694kr01/09/23(3)Derivative liability
Foreign currency forward contract (CHF)18,960Fr.$19,38810/06/22(128)Derivative liability
Foreign currency forward contract (CHF)$19,95718,960Fr.10/06/22697 Derivative asset
Foreign currency forward contract (CHF)$19,49118,873Fr.01/09/23122 Derivative asset
Total$22,716 
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Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2021
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$20,975$15,07601/06/22$171 Derivative asset
Foreign currency forward contract (AUD)$15,106A$20,97501/06/22(142)Derivative liability
Foreign currency forward contract (AUD)$15,068A$20,96104/08/22(172)Derivative liability
Foreign currency forward contract (CAD)$749$58601/06/225 Derivative asset
Foreign currency forward contract (CAD)$587$74901/06/22(4)Derivative liability
Foreign currency forward contract (CAD)$633$80804/08/22(6)Derivative liability
Foreign currency forward contract (DKK)2,141kr.$32601/06/221 Derivative asset
Foreign currency forward contract (DKK)$3352,141kr.01/06/227 Derivative asset
Foreign currency forward contract (DKK)$3232,114kr.04/08/22(2)Derivative liability
Foreign currency forward contract (EUR)€47,857$54,21301/06/22243 Derivative asset
Foreign currency forward contract (EUR)$55,239€47,85701/06/22783 Derivative asset
Foreign currency forward contract (EUR)$111,330€98,20104/08/22(634)Derivative liability
Foreign currency forward contract (GBP)£8,817$11,74401/06/22197 Derivative asset
Foreign currency forward contract (GBP)£2,000$2,66401/07/2245 Derivative asset
Foreign currency forward contract (GBP)$11,828£8,81701/06/22(112)Derivative liability
Foreign currency forward contract (GBP)$2,717£2,00001/07/228 Derivative asset
Foreign currency forward contract (GBP)$13,907£10,44604/08/22(234)Derivative liability
Foreign currency forward contract (NZD)NZ$610,086$41501/06/223 Derivative asset
Foreign currency forward contract (NZD)$419NZ$610,08601/06/221 Derivative asset
Foreign currency forward contract (NZD)$416NZ$613,90104/08/22(3)Derivative liability
Foreign currency forward contract (SEK)5,421kr$60001/07/22— Derivative liability
Foreign currency forward contract (SEK)$6175,421kr01/07/2217 Derivative asset
Foreign currency forward contract (SEK)$6075,483kr04/08/22— Derivative liability
Foreign currency forward contract (CHF)17,957Fr.$19,53001/06/22162 Derivative asset
Foreign currency forward contract (CHF)103Fr.$11301/07/22— Derivative asset
Foreign currency forward contract (CHF)$19,26417,957Fr.01/06/22(428)Derivative liability
Foreign currency forward contract (CHF)$113103Fr.01/07/22— Derivative asset
Foreign currency forward contract (CHF)$19,85318,212Fr.04/08/22(168)Derivative liability
Total$(262)
As of September 30, 2022 and December 31, 2021, the total fair value of the Company's foreign currency forward contracts was $22.7 million and $(0.3) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021 are shown in the following table:
Three Months EndedThree Months EndedNine Months
 Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Forward currency contracts$12,721 $677 $16,284 $677 
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Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021 are shown in the following table:
Three Months EndedThree Months EndedNine Months
 Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Forward currency contracts$8,841 $72 $22,978 $820 

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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 September 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 September 30, 2022 and December 31, 2021 were as follows:
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Acclime Holdings HK Limited(1)(2)Delayed Draw Term Loan$— $148 
Acclime Holdings HK Limited(1)(2)Delayed Draw Term Loan— 812 
Accurus Aerospace Corporation(1)Revolver1,383 — 
Air Comm Corporation, LLC(1)Delayed Draw Term Loan— 11 
Air Comm Corporation, LLC(1)Delayed Draw Term Loan— 2,760 
Amtech LLC(1)Delayed Draw Term Loan1,818 1,818 
Amtech LLC(1)Revolver364 455 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver424 4,001 
AnalytiChem Holding GmbH(1)(2)(3)Incremental Term Loan1,083 — 
APC1 Holding(1)(2)(3)Delayed Draw Term Loan490 — 
Aquavista Watersides 2 LTD(1)(2)(4)Bridge Revolver— 233 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,202 1,459 
Arc Education(1)(2)(3)Delayed Draw Term Loan3,478 — 
Argus Bidco Limited(1)(2)(4)CAF Term Loan1,465 — 
Argus Bidco Limited(1)(2)(4)Bridge Term Loan311 — 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan983 1,192 
ASC Communications, LLCRevolver647 — 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,434 1,622 
AWP Group Holdings, Inc.(1)(2)Delayed Draw Term Loan233 233 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan962 962 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Bariacum S.A(1)(2)(3)Acquisition Facility882 1,023 
Bearcat Buyer, Inc.(1)Delayed Draw Term Loan— 96 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,573 
BigHand UK Bidco Limited(1)(2)(4)Acquisition Facility— 147 
Bounteous, Inc.(1)Delayed Draw Term Loan2,697 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan258 602 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan173 201 
BrightSign LLC(1)Revolver1,109 1,109 
British Engineering Services Holdco Limited(1)(2)(4)Bridge Revolver— 46 
British Engineering Services Holdco Limited(1)(2)(4)Acquisition Facility362 1,729 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan288 440 
Centralis Finco S.a.r.l.(1)(2)(3)Incremental CAF Term Loan274 73 
Ceres Pharma NV(1)(2)(3)Delayed Draw Term Loan1,330 1,544 
CGI Parent, LLC(1)Revolver1,653 — 
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan5,143 788 
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan284 — 
Coastal Marina Holdings, LLC(1)(2)PIK Tranche B Term Loan656 656 
Coastal Marina Holdings, LLC(1)(2)Tranche A Term Loan1,788 1,788 
Command Alkon (Project Potter Buyer, LLC)(1)(2)Delayed Draw Term Loan— 13,153 
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Comply365, LLC(1)Revolver575 — 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan927 1,076 
Crash Champions, LLC(1)Delayed Draw Term Loan— 4,518 
Dart Buyer, Inc(1)Delayed Draw Term Loan— 441 
DecksDirect, LLC(1)(2)Revolver218 218 
Direct Travel, Inc.(1)Delayed Draw Term Loan225 225 
DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility154 179 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,390 1,614 
Dwyer Instruments, Inc.(1)(2)Delayed Draw Term Loan4,513 987 
Eclipse Business Capital, LLC(1)Revolver11,679 8,342 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan8,492 10,678 
EMI Porta Holdco LLC(1)(2)Revolver1,769 2,542 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan92 209 
eShipping, LLC(1)Delayed Draw Term Loan1,274 1,274 
eShipping, LLC(1)Revolver743 616 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan641 — 
Express Wash Acquisition Company, LLC(1)(2)Delayed Draw Term Loan583 — 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan53 95 
FineLine Systems(1)Delayed Draw Term Loan478 478 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan711 — 
FragilePak LLC(1)Delayed Draw Term Loan4,649 4,649 
Glacis Acquisition S.A.R.L.(1)(2)(3)Delayed Draw Term Loan6,792 10,751 
Global Academic Group Limited(1)(2)(7)Term Loan403 — 
GPZN II GmbH(1)(2)(3)CAF Term Loan514 — 
Graphpad Software, LLC(1)(2)Delayed Draw Term Loan2,602 2,602 
Greenhill II BV(1)(2)(3)Capex Acquisition Facility234 — 
HeartHealth Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan297 — 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan148 364 
Heartland, LLC(1)(2)Delayed Draw Term Loan710 892 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))(1)(2)(3)Committed Additional Facility— 1,206 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,691 — 
HTI Technology & Industries(1)(2)Revolver1,128 — 
HW Holdco, LLC (Hanley Wood LLC)(1)(2)Delayed Draw Term Loan1,074 1,840 
IGL Holdings III Corp.(1)Delayed Draw Term Loan— 337 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan183 289 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility133 155 
Interstellar Group B.V.(1)(2)(3)Delayed Draw Term Loan2,405 — 
Interstellar Group B.V.(1)(2)(3)Delayed Draw Term Loan219 — 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility186 333 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility3,391 — 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan103 103 
ITI Intermodal, Inc.(1)(2)Revolver118 124 
Jaguar Merger Sub Inc.(1)(2)Delayed Draw Term Loan3,763 1,961 
Jaguar Merger Sub Inc.(1)(2)Revolver490 490 
Jeeves Information Systems AB(1)(3)Delayed Draw Term Loan— 8,936 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility673 — 
76
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Jones Fish Hatcheries & Distributors LLC(1)Revolver418 — 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan724 724 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan860 860 
LAF International(1)(3)Acquisition Facility— 114 
Lambir Bidco Limited(1)(2)(3)Bridge Revolver— 436 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan751 872 
Lattice Group Holdings Bidco Limited(1)Delayed Draw Term Loan298 — 
LeadsOnline, LLC(1)Revolver1,952 — 
LivTech Purchaser, Inc.(1)Delayed Draw Term Loan60 145 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan22 405 
Marmoutier Holding B.V.(1)(2)(3)Revolver140 162 
Marshall Excelsior Co.(1)(2)Revolver216 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan1,291 1,291 
Mercell Holding AS(1)(2)(8)Bridge Term Loan255 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility850 — 
Mertus 522. GmbH(1)(2)(3)Acquisition Facility2,520 6,564 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Capex Term Loan56 63 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan132 160 
Narda Acquisitionco., Inc.(1)(2)Revolver1,006 1,059 
Navia Benefit Solutions, Inc.(1)Delayed Draw Term Loan— 2,141 
Nexus Underwriting Management Limited(1)(2)(4)Revolver— 82 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility1,164 1,533 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility971 — 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan849 — 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)Revolver802 — 
OG III B.V.(1)(2)(3)Accordion Facility879 1,355 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan3,407 929 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 4,955 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan1,008 — 
Options Technology Ltd.(1)(2)Delayed Draw Term Loan1,406 1,406 
OSP Hamilton Purchaser, LLC(1)Revolver187 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 Loan4,320 4,320 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class A73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class B73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class C73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class D73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class E3,709 — 
Polara Enterprises, L.L.C.(1)Revolver947 545 
Policy Services Company, LLC(1)(2)Delayed Draw Term Loan— 6,579 
Premium Invest(1)(2)(3)Delayed Draw Term Loan5,486 569 
77
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
ProfitOptics, LLC(1)(2)Revolver194 — 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan234 272 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan667 — 
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)Accordion Facility2,705 714 
Questel Unite(1)(2)(3)Incremental Term Loan2,479 2,878 
Rep Seko Merger Sub LLC(1)(2)Delayed Draw Term Loan666 1,043 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility710 1,354 
Riedel Beheer B.V.(1)(2)(3)Revolver— 230 
Riedel Beheer B.V.(1)(2)(3)Delayed Draw Term Loan— 153 
ROI Solutions LLC(1)Delayed Draw Term Loan— 711 
Royal Buyer, LLC(1)(2)Delayed Draw Term Loan2,945 — 
Royal Buyer, LLC(1)(2)Revolver1,787 — 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,730 2,889 
Sanoptis S.A.R.L.(1)(2)(3)Acquisition Capex Facility5,726 5,316 
Scaled Agile, Inc.(1)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)Revolver336 336 
Scout Bidco B.V.(1)(2)(3)Delayed Draw Term Loan1,042 — 
Scout Bidco B.V.(1)(2)(3)Revolver473 — 
Sereni Capital NV(1)(2)(3)Term Loan220 — 
Simulation Software Investment Company Pty Ltd(1)(2)Delayed Draw Term Loan408 — 
Smartling, Inc.(1)Delayed Draw Term Loan2,076 2,076 
Smartling, Inc.(1)Revolver1,038 1,038 
Springbrook Software (SBRK Intermediate, Inc.)(1)(2)Delayed Draw Term Loan— 558 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan418 507 
Superjet Buyer, LLC(1)Revolver1,825 1,825 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,770 1,770 
Syntax Systems Ltd(1)(2)Revolver309 521 
Tank Holding Corp(1)Revolver655 — 
Techone B.V.(1)(2)(3)Delayed Draw Term Loan639 752 
Techone B.V.(1)(2)(3)Revolver95 200 
Tencarva Machinery Company, LLC(1)Delayed Draw Term Loan— 886 
Tencarva Machinery Company, LLC(1)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan4,195 4,195 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver1,233 1,233 
The Cleaver-Brooks Company, Inc.(1)(2)Revolver2,214 — 
The Hilb Group, LLC(1)(2)Delayed Draw Term Loan4,731 5,954 
Truck-Lite Co., LLC(1)(2)Delayed Draw Term Loan— 4,488 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan2,381 2,314 
Union Bidco Limited(1)(2)(4)Acquisition Facility239 — 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility1,384 — 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan3,371 — 
78
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
VP Holding Company(1)(2)Delayed Draw Term Loan4,100 — 
VP Holding Company(1)(2)Delayed Draw Term Loan8,230 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan487 712 
Waccamaw River(2)Joint Venture2,480 11,280 
Woodland Foods, LLC(1)(2)Line of Credit573 1,499 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan4,402 — 
ZB Holdco LLC(1)Delayed Draw Term Loan1,352 — 
ZB Holdco LLC(1)Revolver845 — 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,168 — 
Zeppelin Bidco Limited(1)(2)(4)Revolver245 — 
Total unused commitments to extend financing$221,268 $215,494 

(1)The Adviser's estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company's current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the nine months ended September 30, 2022 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021:
 Nine Months
Ended		For the period from May 10, 2021 (commencement of operations) to
($ in thousands, except share and per share amounts)September 30, 2022September 30, 2021
Per share data:
Net asset value at beginning of period$20.58 $— 
Net investment income(1)1.42 0.75 
Net realized loss on investments / foreign currency transactions(1)0.20 (0.06)
Net unrealized appreciation on investments / foreign currency transactions(1)(0.08)0.14 
Total increase from investment operations(1)1.54 0.83 
Dividends declared from net investment income(1.21)(0.40)
Dividends declared from realized gains(0.08)— 
Total dividends declared(1.29)(0.40)
Issuance of common stock— 20.00 
Net asset value at end of period$20.83 $20.43 
Shares outstanding at end of period51,995,302 34,693,370 
Net assets at end of period$1,083,298 $708,891 
Average net assets$973,609 $495,338 
Ratio of total expenses, prior to waiver of base management fee, to average net assets (annualized)(2)(3)5.25 %3.54 %
Ratio of total expenses, net of base management fee waived, to average net assets (annualized)(2)(3)5.25 %2.77 %
Ratio of net investment income to average net assets (annualized)(2)(3)9.30 %9.48 %
Portfolio turnover ratio (annualized)11.79 %11.18 %
Total return(4)7.56 %4.16 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies.
(3)Reflects annualized amounts. For the period from May 10, 2021 (commencement of operations) to September 30, 2021, reflects annualized amounts except in the case of non-recurring expenses (e.g. initial organization expenses and offering costs).
(4)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 September 30, 2021, beginning NAV is assumed to be the first share issuance at $20.00 per share.
9. SUBSEQUENT EVENTS
Subsequent to September 30, 2022, the Company made approximately $162.6 million of new commitments, of which $129.1 million closed and funded. The $129.1 million of investments consists of $128.3 million of first lien senior secured debt investments and $0.8 million of equity investments. The weighted average yield of the debt investments was 9.7%. In addition, the Company funded $19.5 million of previously committed delayed draw term loans.
Subsequent to September 30, 2022, the Company placed its debt investment in Core Scientific Inc. (“Core Scientific”) on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, the Company will no longer recognize interest income on its debt investment in Core Scientific for financial reporting purposes.
On October 3, 2022, the Company issued and sold 153,576.57 shares of its common stock, for an aggregate offering price of $3.2 million at a price per share of $20.83, 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.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
On October 13, 2022, the Board declared regular monthly distributions for October 2022 through December 2022. The regular monthly cash distributions, each in the gross amount of $0.15 per share are payable on October 28, 2022, November 29, 2022, and December 29, 2022 to stockholders of record on October 26, 2022, November 25, 2022, and December 27, 2022, respectively.
On November 10, 2022, the Board declared regular monthly distributions for January 2022 through March 2023. The regular monthly cash distributions, each in the gross amount of $0.155 per share are payable on January 30, 2023, February 27, 2023 and March 29, 2023, to stockholders of record on January 26, 2023, February 24, 2023 and March 27, 2023, respectively.
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our unaudited consolidated financial statements for the three and nine months ended September 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, including the risks of a slowing economy, rising inflation and risk of recession; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, such as the ongoing COVID-19 pandemic, on our or our portfolio companies’ business and the U.S. and global economy; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a BDC under the 1940 Act and are externally managed by Barings LLC, or Barings, an investment adviser that is registered with the SEC under the Advisers Act. In addition, we 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.
81

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 September 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of our outstanding debt investments was approximately 8.6% and 6.6%, respectively.
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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.
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' $264.0 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 September 30, 2022, BIIL had approximately £16.5 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 $1,905.5 million and $1,397.6 million as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022, we had investments in 259 portfolio companies with an aggregate cost of $1,950.1 million. As of December 31, 2021, we had investments in 219 portfolio companies with an aggregate cost of $1,396.5 million. As of September 30, 2022 and December 31, 2021, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
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As of September 30, 2022 and December 31, 2021, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio
September 30, 2022:
Senior debt and 1st lien notes
$1,591,139 82 %$1,535,665 81 %
Subordinated debt and 2nd lien notes
166,123 9 161,729 8 
Structured products24,557 1 22,365 1 
Equity shares121,675 6 146,975 8 
Equity warrants4 — — — 
Investment in joint ventures46,570 2 38,726 2 
$1,950,068 100 %$1,905,460 100 %
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage 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 products19,261 2 19,566 2 
Equity shares72,534 5 75,040 5 
Investment in joint ventures45,969 3 47,011 3 
$1,396,518 100 %$1,397,648 100 %
Investment Activity
During the nine months ended September 30, 2022, we made new investments totaling $516.6 million, made additional investments in existing portfolio companies totaling $221.7 million, and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million. We had 30 loans repaid at par totaling $139.2 million and received $32.9 million of portfolio company principal payments and sale proceeds, recognizing a net loss on these transactions of $9.5 million. In addition, we received $8.3 million of return of capital from one of our joint ventures.
During the period from May 10, 2021 (commencement of operations) to September 30, 2021, we purchased the Initial Portfolio from MassMutual and CM Life for an aggregate purchase price of $602.8 million, made new investments totaling $223.9 million, made additional investments in existing portfolio companies purchased from MassMutual and CM Life totaling $71.9 million, made new joint venture equity investments totaling $39.3 million and made a $63.4 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies. We had 16 loans repaid at par totaling $80.5 million and received $3.1 million of portfolio company principal payments.
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Total portfolio investment activity for the nine months ended September 30, 2022 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021 was as follows:
Nine Months Ended
September 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investment in Joint VenturesTotal
Fair value, beginning of period$1,141,252 $114,779 $19,566 $75,040 $— $47,011 $1,397,648 
New investments628,306 54,870 6,000 49,041 4 8,859 747,080 
Proceeds from sales of investments(16,368)(573)— — — (8,257)(25,198)
Loan origination fees received(14,239)(829)— — — — (15,068)
Principal repayments received(153,457)(1,003)(714)— — — (155,174)
Payment-in-kind interest/dividends1,823 1,199 — 100 — — 3,122 
Accretion of loan premium/discount75 64 10 — — — 149 
Accretion of deferred loan origination revenue7,840 291 — — — — 8,131 
Realized loss(7,596)(1,894)— — — — (9,490)
Unrealized appreciation (depreciation)(51,971)(5,175)(2,497)22,794 (4)(8,887)(45,740)
Fair value, end of period$1,535,665 $161,729 $22,365 $146,975 $— $38,726 $1,905,460 
For the period from May 10, 2021 (commencement of operations) to September 30, 2021:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Equity
Shares		Investment in Joint VenturesShort-term
Investments		Total
Fair value, beginning of period$— $— $— $— $— $— 
New investments282,527 10,580 66,180 39,320 152,000 550,607 
Investments purchased from MassMutual496,205 106,633 — — — 602,838 
Loan origination fees received(7,039)(170)— — — (7,209)
Principal repayments received(45,930)(37,622)— — — (83,552)
Payment-in-kind interest earned92 5 — — — 97 
Accretion of loan discount— 2 — — — 2 
Accretion of deferred loan origination revenue2,449 725 — — — 3,174 
Realized gain(46)(69)— — — (115)
Unrealized appreciation (depreciation)(3,146)497 (20)95 — (2,574)
Fair value, end of period$725,112 $80,581 $66,160 $39,415 $152,000 $1,063,268 
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 both September 30, 2022 and December 31, 2021, we had no non-accrual assets.

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Results of Operations
For the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021
Operating results for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021 were as follows:
Three Months
 Ended		Three Months
 Ended		Nine Months
Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Investment income:
Total investment income$42,338 $16,967 $106,192 $23,780 
Total operating expenses18,185 4,825 38,419 6,931 
Base management fee waived— (1,489)— (1,489)
Net operating expenses18,185 3,336 38,419 5,442 
Net investment income before taxes24,153 13,631 67,773 18,338 
Income taxes, including excise tax expense(116)— (112)— 
Net investment income after taxes24,269 13,631 67,885 18,338 
Net realized gains (losses)5,811 340 7,164 (470)
Net unrealized appreciation (depreciation)(4,140)(426)(4,010)3,479 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions1,671 (86)3,154 3,009 
Net increase in net assets resulting from operations$25,940 $13,545 $71,039 $21,347 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
 Ended		Three Months
 Ended		Nine Months
Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Investment income:
Total interest income$33,003 $11,877 $80,867 $17,831 
Total dividend income3,996 2,227 11,787 2,227 
Total fee and other income4,077 2,766 10,351 3,588 
Total payment-in-kind interest income1,259 97 3,183 134 
Interest income from cash3 — 4 — 
Total investment income$42,338 $16,967 $106,192 $23,780 
The change in investment income for the three and nine months ended September 30, 2022, as compared to the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021, was primarily due to an increase in the average size our portfolio from higher base rates, an increase in the weighted average yield on the 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 $1,764.0 million as of September 30, 2022, as compared to $820.1 million as of September 30, 2021. The weighted average yield on the principal amount of our outstanding debt investments was 8.6% as of September 30, 2022, as compared to 6.6% as of September 30, 2021. For the three and nine months ended September 30, 2022, dividends from portfolio companies and joint venture investments were $4.0 million and $11.8 million, respectively. For the three and nine months ended September 30, 2022, acceleration of unamortized OID income and unamortized loan origination fee totaled $1.4 million and $3.2 million, respectively, as compared to $1.1 million for both the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021. For the three and nine months ended September 30, 2022, PIK interest income was $1.3 million and $3.2 million, respectively, as compared to $97,000 and $134,000 for the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, respectively.
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Operating Expenses
Three Months
 Ended		Three Months
 Ended		Nine Months
Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Operating expenses:
Interest and other financing fees$11,322 $2,578 $23,844 $3,472 
Base management fees3,243��1,489 8,262 2,176 
Incentive fee2,127 — 2,127 — 
Other general and administrative expenses1,493 758 4,186 1,283 
Total operating expenses$18,185 $4,825 $38,419 $6,931 
Base management fee waived— (1,489)— (1,489)
Net operating expenses$18,185 $3,336 $38,419 $5,442 
Interest and Other Financing Fees
Interest and other financing fees during the three and nine months ended September 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 during the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021 were attributable to borrowings under the Revolving Credit Facility and the July 2026 Notes. The weighted average interest on the Revolving Credit Facility was 4.6% as of September 30, 2022, as compared to 2.1% as of September 30, 2021.
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 nine months ended September 30, 2022, the amount of base management fee incurred was approximately $3.2 million and $8.3 million, respectively. For the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to JuneSeptember 30, 2021, the amount of base management fee incurred was approximately $1.5 million and $2.2 million, respectively. Barings voluntarily agreed to waive the base management fee of $1.5 million for the three months ended September 30, 2021, which resulted in a net base management fee of $0.7 million.million for the period from May 10, 2021 (commencement of operations) to September 30, 2021 after taking into account the waiver.
Professional FeesIncentive Fee
Professional fees generally include legalUnder the Advisory Agreement, we pay Barings an incentive fee. The incentive fee will be determined and accounting expenses.paid quarterly in arrears based on the amount by which (x) the aggregate “pre-incentive fee net investment income” in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the hurdle amount in respect of the Trailing Twelve Months. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Advisory Agreement and the fee arrangements thereunder. For both the three and nine months ended September 30, 2022, the amount of incentive fee incurred was approximately, $2.1 million. For the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, we did not incur any incentive fees.
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Other General and Administrative Expenses
On May 13, 2021, we entered into the Administration Agreement with Barings. 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. AsFor the three and nine months ended September 30, 2022, the amount of Juneadministration expense incurred and invoiced by Barings for expenses was $0.5 million and $1.4 million, respectively. For both the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, the Adviser had not charged usamount of administration expense incurred and invoiced by Barings for any expenses was $0.2 million. In addition to expenses incurred under the terms of the Administration Agreement. OtherAgreement, other general and administrative expenses also include bank serviceBoard fees, D&O insurance costs, offering costs, legal and accounting expenses and other costs related to operating the Company.our operations.
Net Realized Gains (Losses)
Net realized gains (losses) during the three and nine months ended September 30, 2022 and during the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to JuneSeptember 30, 2021 were as follows:
For the period from May 10, 2021 (commencement of operations) to
June 30,
2021
Net realized gain (losses):
Non-Control / Non-Affiliate investments$525 
Net realized gains on investments525 
Foreign currency transactions(810,675)
Net realized losses$(810,150)
Three Months
 Ended		Three Months
 Ended		Nine Months
Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Net realized gains (losses):
Non-Control / Non-Affiliate investments$(6,965)$(116)$(9,490)$(116)
Net realized gains (losses) on investments(6,965)(116)(9,490)(116)
Foreign currency transactions12,776 456 16,654 (354)
Net realized gains (losses)$5,811 $340 $7,164 $(470)
    
During the three months ended September 30, 2022, we recognized net realized gains totaling $5.8 million, which consisted primarily of a net gain on foreign currency transactions of $12.8 million, partially offset by a net loss on our loan portfolio of $7.0 million. During the nine months ended September 30, 2022, we recognized net realized gains totaling $7.2 million, which consisted primarily of a net gain on foreign currency transactions of $16.7 million, partially offset by a net loss on our loan portfolio of $9.5 million.
During the three months ended September 30, 2021, we recognized net realized gains totaling $0.3 million, which consisted primarily of a net gain on foreign currency transactions of $0.5 million, partially offset by a net loss on our loan portfolio of $0.1 million. During the period from May 10, 2021 (commencement of operations) to JuneSeptember 30, 2021, we recognized net realized losses totaling $0.8$0.5 million, which consisted primarily of a net loss on foreign currency transactions of $0.8$0.4 million partially offset byand a net gainloss on our loan portfolio of $525.$0.1 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021and for the period from May 10, 2021 (commencement of operations) to JuneSeptember 30, 2021 waswere as follows:
For the period from May 10, 2021 (commencement of operations) to
June 30,
2021
Net unrealized appreciation
Non-Control / Non-Affiliate investments$778,668 
Net unrealized appreciation on investments778,668 
Foreign currency transactions3,126,758 
Net unrealized appreciation$3,905,426 
Three Months
 Ended		Three Months
 Ended		Nine Months
Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments$(25,471)$(3,572)$(60,753)$(2,793)
Affiliate investments4,937 219 14,894 219 
Net unrealized appreciation (depreciation) on investments(20,534)(3,353)(45,859)(2,574)
Foreign currency transactions16,394 2,927 41,849 6,053 
Net unrealized appreciation (depreciation)$(4,140)$(426)$(4,010)$3,479 
For
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During the period from May 10, 2021 (commencement of operations) to Junethree months ended September 30, 2021,2022, we recorded net unrealized appreciationdepreciation totaling $3.9$4.1 million, consisting of net unrealized appreciationdepreciation on our current portfolio of $0.8$27.7 million, partially offset by net unrealized appreciation reclassification adjustments of $7.1 million and net unrealized appreciation related to foreign currency transactions of $3.1$16.4 million. The net unrealized appreciationdepreciation on our current
44

portfolio of $0.8$27.7 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$26.6 million and broad market moves for investments of $7.2 million, partially offset by the credit or fundamental performance of investments of $6.1 million.
During the nine months ended September 30, 2022, we recorded net unrealized depreciation totaling $4.0 million, consisting of net unrealized depreciation on our current portfolio of $52.0 million and deferred tax liability of $0.1 million, partially offset by net unrealized appreciation related to foreign currency transactions of $41.8 million and net unrealized appreciation reclassification adjustments of $6.3 million. The net unrealized depreciation on our current portfolio of $52.0 million was driven primarily by the impact of foreign currency exchange rates on investments of $54.6 million and broad market moves for investments of $20.7 million, partially offset by credit or fundamental performance of investments of $23.3 million.
During the three months ended September 30, 2021, we recorded net unrealized depreciation totaling $0.4 million, consisting of net unrealized depreciation on our current portfolio of $2.7 million and net unrealized depreciation reclassification adjustments of $0.7 million, partially offset by net unrealized appreciation related to foreign currency transactions of $2.9 million. The net unrealized depreciation on our current portfolio of $2.7 million was driven primarily by the impact of foreign currency exchange rates on investments of $3.9 million and the credit or fundamental performance of investments of $0.2 million, partially offset by broad market moves for investments of $1.4 million.
During the period from May 10, 2021 (commencement of operations) to September 30, 2021, we recorded net unrealized appreciation totaling $3.5 million, consisting of net unrealized appreciation related to foreign currency transactions of $6.1 million, partially offset by net unrealized depreciation on our current portfolio of $1.9 million and net unrealized depreciation reclassification adjustments of $0.7 million. The net unrealized depreciation on our current portfolio of $1.9 million was driven primarily by the impact of foreign currency exchange rates on investments of $6.0 million and the credit or fundamental performance of investments of $0.1 million, partially offset by broad market moves for investments of $4.2 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.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 257.4%208.6% as of JuneSeptember 30, 2021.2022.
Cash Flows
For the nine months ended September 30, 2022, we experienced a net increase in cash in the amount of $17.6 million. During that period, our operating activities used $503.0 million in cash, consisting primarily of purchases of portfolio investments of $747.7 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $165.5 million. In addition, our financing activities provided net cash of $520.6 million, consisting primarily of net borrowings of $188.8 million under the Revolving Credit Facility, net proceeds from the issuance of the May 2027 Notes of $154.6 million and proceeds from the issuance of common stock of $239.7 million, partially offset by dividends paid in the amount of $61.6 million. As of September 30, 2022, we had $141.1 million of cash on hand, including foreign currencies.
For the period from May 10, 2021 (commencement of operations) to JuneSeptember 30, 2021, we experienced a net increase in cash in the amount of $78.0$69.2 million. During that period, our operating activities used $657.4$1,048.8 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$391.3 million and purchases of short-term investments of $152.0 million, partially offset by proceeds from sales of portfolio investments totaling $9.4$83.0 million. In addition, our financing activities provided $735.4$1,118.0 million of cash, consisting primarily of net borrowings of $317.7 million under the Revolving Credit Facility, totaling $285.4net proceeds of $112.7 million from the issuance of the July 2026 Notes (each as defined below under “Financing Transactions”) and proceeds from the issuance of common stock of $450.0$700.0 million, partially offset by dividends paid in the amount of $12.4 million. As of JuneSeptember 30, 2021, we had $78.0$69.2 million of cash on hand, including foreign currencies.
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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 iswas $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 bearbore 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 November 11, 2021,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
45

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 JuneSeptember 30, 2021,2022, we were in compliance with all covenants of the Revolving Credit Facility.
As of JuneSeptember 30, 2021,2022, we had U.S. dollar borrowings of $195.0$556.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 2.291% (weighted average one4.955% (one month LIBORSOFR of 0.141%2.577%), borrowings denominated in British pounds sterling of £15.8£30.2 million ($21.833.7 million U.S. dollars) with a weighted average interest rate of 2.400%3.606% (weighted average one month adjusted cumulative compounded SONIA of 0.050%1.274%), borrowings denominated in Australian dollars of A$13.312.1 million ($10.07.7 million U.S. dollars) with an interest rate of 2.193%4.441% (one month BBSW of 0.043%2.291%), borrowings denominated in Canadian dollars of C$5.4 million ($4.43.9 million U.S. dollars) with an interest rate of 2.567%5.623% (one month CDOR of 0.417%3.473%) and, borrowings denominated in EurosNew Zealand dollars of €46.9NZ$6.1 million ($55.63.5 million U.S. dollars) with an interest rate of 2.350%5.560% (one month NZBB of 3.160%) and borrowings denominated in Euros of €89.6 million ($87.8 million U.S. dollars) with an interest rate of 2.405% (one month EURIBOR of 0.000%0.238%). 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
90

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 Series D Notes, on May 10, 2022, we entered into a $100.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2022, the interest rate swap had a fair value of $(4.7) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative asset or derivative liability on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes.
91

In connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2022, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative asset or derivative liability on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Share Repurchase Program
Beginning no later than the first full calendar quarter after the one-year anniversary of the Initial Closing, and atAt the discretion of the Board, we intend to commencecommenced a share repurchase program in which we intend tomay 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 period from May 10, 2021 (commencement of operations) to Junethree and nine months ended September 30, 2021.2022.
Distributions to Stockholders
We intend to makepay distributions on a quarterly basis to our stockholders of substantially all of our income, starting with the first calendar quarter after the Initial Closing, and 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 monthly basis, although the frequency of such distributions may vary.
We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, when we declare a cash dividend, stockholders who have not opted out of the DRIP will have their dividends automatically reinvested in shares of our common stock, rather than receiving cash dividends.
We 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 agreementarrangement 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.
46

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.
92

ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. We may be required to recognize ICTI in certain circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (“OID”)OID (such as debt instruments issued with warrants), we must include in ICTI each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in ICTI other amounts that we have not yet received in cash, such as (i) PIK interest income and (ii) interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any OID or other amounts accrued will be included in our ICTI for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.
Recent DevelopmentsIndependent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect
59
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders' best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio. Pursuant to these procedures, the Adviser determines 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 Company’s Audit Committee and the independent valuation firm.
Valuation Techniques
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investment in Thompson Rivers and Waccamaw River
As Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using net asset 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.
60
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of September 30, 2022 and December 31, 2021. The weighted average range of unobservable inputs is based on fair value of investments.
September 30, 2022
($ in thousands)
Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,243,446 Yield AnalysisMarket Yield6.9% – 24.5%10.5%Decrease
5,583 Waterfall ApproachEnterprise Value Multiple6.3x6.3xIncrease
36,372 Discounted Cash Flow AnalysisDiscount Rate9.5% – 12.9%11.8%Decrease
208,718 Recent TransactionTransaction Price96.8% – 100.0%97.9%Increase
Subordinated debt and 2nd lien notes(2)
112,292 Yield AnalysisMarket Yield8.6% – 17.5%12.3%Decrease
7,572 Market ApproachAdjusted EBITDA Multiple9.8x9.8xIncrease
8,807 Recent TransactionTransaction Price96.0% – 100.0%98.0%Increase
Structured products(3)
8,548 Discounted Cash Flow AnalysisDiscount Rate9.3%9.3%Decrease
Equity shares108,941 Market ApproachAdjusted EBITDA Multiple6.5x – 43.0x10.4xIncrease
12,054 Market ApproachRevenue Multiple6.3x – 29.8x18.9xIncrease
24,818 Recent TransactionTransaction Price$0.0 – $1,000$692.80Increase
Warrants— Market ApproachAdjusted EBITDA Multiple7.0x – 18.5xN/AIncrease
(1) Excludes investments with an aggregate fair value amounting to $4,973, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) Excludes investments with an aggregate fair value amounting to $15,736, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(3) Excludes investments with an aggregate fair value amounting to $5,209, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2021
($ in thousands)
Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes
$636,184 Yield AnalysisMarket Yield5.1% – 26.5%7.5%Decrease
502,634 Recent TransactionTransaction Price97.0% – 99.0%97.9%Increase
Subordinated debt and 2nd lien notes(1)
58,642 Yield AnalysisMarket Yield5.3% – 20.5%9.6%Decrease
28,607 Recent TransactionTransaction Price97.0% – 98.3%98.0%Increase
Equity shares71,037 Market ApproachAdjusted EBITDA Multiple6.5x – 54.0x15.3xDecrease
3,968 Recent TransactionTransaction Price$1.0 – $1,000$134.24Increase
(1) Excludes investments with an aggregate fair value amounting to $4,975, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
The following table presents the Company’s investment portfolio at fair value as of September 30, 2022 and December 31, 2021, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of September 30, 2022
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $36,573 $1,499,092 $1,535,665 
Subordinated debt and 2nd lien notes
— 17,322 144,407 161,729 
Structured products— 8,608 13,757 22,365 
Equity shares96 1,066 145,813 146,975 
Investments subject to leveling$96 $63,569 $1,803,069 $1,866,734 
Investment in joint ventures(1)$38,726 
$1,905,460 
Fair Value as of December 31, 2021
($ in thousands)Level 1Level 2Level 3Total
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 shares35 — 75,005 75,040 
Investments subject to leveling$35 $44,555 $1,306,047 $1,350,637 
Investment in joint ventures(1)$47,011 
$1,397,648 
(1)The Company's investments in Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
62
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following table reconciles the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2022 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021:
Nine Months Ended September 30, 2022
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,138,818 $92,224 $— $75,005 $— $1,306,047 
New investments569,838 54,870 6,000 42,789 4 673,501 
Transfers into Level 3, net5,425 4,067 9,811 3,518 — 22,821 
Proceeds from sales of investments1,665 (573)— — — 1,092 
Loan origination fees received(14,238)(829)— — — (15,067)
Principal repayments received(153,392)(1,003)(714)— — (155,109)
Payment in kind interest/dividends1,823 1,199 100 — 3,122 
Accretion of loan premium/discount34 58 — — — 92 
Accretion of deferred loan origination revenue7,840 188 — — — 8,028 
Realized loss(6,565)(1,895)— — — (8,460)
Unrealized appreciation (depreciation)(52,156)(3,899)(1,340)24,401 (4)(32,998)
Fair value, end of period$1,499,092 $144,407 $13,757 $145,813 $— $1,803,069 
For the period from May 10, 2021 to September 30, 2021
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Equity SharesTotal
Fair value, beginning of period$— $— $— $— 
New investments280,081 10,580 66,180 356,841 
Investments purchased from MassMutual496,205 88,836 — 585,041 
Loan origination fees received(7,039)(169)— (7,208)
Principal repayments received(45,930)(37,621)— (83,551)
Payment in kind interest92 5 — 97 
Accretion of deferred loan origination revenue2,449 676 — 3,125 
Realized gain(46)(69)— (115)
Unrealized appreciation (depreciation)(3,137)110 (20)(3,047)
Fair value, end of period$722,675 $62,348 $66,160 $851,183 
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 $37.9 million during the nine months ended September 30, 2022 was related to portfolio company investments that were still held by the Company as of September 30, 2022. Pre-tax net unrealized depreciation on Level 3 investments of $2.4 million for the period from May 10, 2021 (commencement of operations) to September 30, 2021 was related to portfolio company investments that were still held by the Company as of September 30, 2021.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the nine months ended September��30, 2022, the Company made investments of approximately $666.5 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the nine months ended September 30, 2022, the Company made investments of $80.5 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans (if any) generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company is contractually owed and recognizes interest income equal to the applicable margin ("spread") beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor 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 September 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 both September 30, 2022 and December 31, 2021, the Company had no non-accrual assets. Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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.
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 nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021 was as follows:
Three Months EndedThree Months EndedNine Months
 Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Recurring Fee Income:
Amortization of loan origination fees$1,796 $1,372 $4,975 $2,065 
Management, valuation and other fees464 90 1,283 130 
Total Recurring Fee Income2,260 1,462 6,258 2,195 
Non-Recurring Fee Income:
Prepayment fees230 156 241 156 
Acceleration of unamortized loan origination fees1,346 1,096 3,156 1,109 
Advisory, loan amendment and other fees241 52 696 128 
Total Non-Recurring Fee Income1,817 1,304 4,093 1,393 
Total Fee Income$4,077 $2,766 $10,351 $3,588 
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.
65
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 September 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 September 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 September 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.
Financial and Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated 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 swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currency
As of September 30, 2022 the Company held 17 investments that were denominated in Australian dollars, one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, 61 investments that were denominated in Euros, one investment that was denominated in Swiss francs, one investment that was denominated in Swedish krona, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone and 26 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 September 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.
66
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively) 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 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 September 30, 2022 and December 31, 2021 was approximately $1,949.8 million and $1,396.2 million, respectively. As of September 30, 2022, net unrealized depreciation on the Company's investments (tax basis) was approximately $0.8 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $78.5 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $79.3 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
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the Company’s Unaudited Consolidated Balance Sheet. As of September 30, 2022, the Company had a net deferred tax liability of $0.1 million pertaining to tax basis differences in the Taxable Subsidiary's investment in certain partnership interests.
5. BORROWINGS
The Company had the following borrowings outstanding as of September 30, 2022 and December 31, 2021:
Issuance Date
($ in thousands)		Maturity DateInterest Rate as of September 30, 2022September 30, 2022December 31, 2021
Credit Facility:
May 11, 2021May 11, 20264.567%$693,017 524,825 
Total Credit Facility$693,017 $524,825 
Notes:
July 29, 2021 - Series A NotesJuly 29, 20263.500%$75,000 $75,000 
September 15, 2021 - Series B NotesJuly 29, 20263.500%38,000 38,000 
October 28, 2021 - Series C NotesJuly 29, 20263.500%37,000 37,000 
May 10, 2022 - Series D Notes (1)May 10, 20276.000%95,254 — 
July 26, 2022 - Series E Notes (1)May 10, 20276.000%52,066 — 
(Less: Deferred financing fees)(677)(406)
Total Notes$296,643 $149,594 
(1)Inclusive of change in fair market value of effective hedge.
The Company is required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of the Company’s total assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities, of at least 150% after each issuance of senior securities. The Company’s asset coverage ratio was 208.6% as of September 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
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Notes to Unaudited Consolidated Financial Statements — (Continued)
11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of September 30, 2022, the Company was in compliance with all covenants of the Revolving Credit Facility.
As of September 30, 2022, the Company had U.S. dollar borrowings of $556.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 4.955% (one month SOFR of 2.577%), borrowings denominated in British pounds sterling of £30.2 million ($33.7 million U.S. dollars) with a weighted average interest rate of 3.606% (weighted average one month adjusted cumulative compounded SONIA of 1.274%), borrowings denominated in Australian dollars of A$12.1 million ($7.7 million U.S. dollars) with an interest rate of 4.441% (one month BBSW of 2.291%), borrowings denominated in Canadian dollars of C$5.4 million ($3.9 million U.S. dollars) with an interest rate of 5.623% (one month CDOR of 3.473%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.5 million U.S. dollars) with an interest rate of 5.560% (one month NZBB of 3.160%) and borrowings denominated in Euros of €89.6 million ($87.8 million U.S. dollars) with an interest rate of 2.405% (one month EURIBOR of 0.238%). 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 September 30, 2022 and December 31, 2021, the fair value of the borrowings outstanding under the Revolving Credit Facility was $693.0 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
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Notes to Unaudited Consolidated Financial Statements — (Continued)
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 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 September 30, 2022 and December 31, 2021, the fair value of the outstanding July 2026 Notes was $124.3 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
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Notes to Unaudited Consolidated Financial Statements — (Continued)
events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates.
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 September 30, 2022, the fair value of the outstanding May 2027 Notes was $137.7 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 Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of September 30, 2022, the interest rate swap had a fair value of $(4.7) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative asset or derivative liability 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 Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, the Company entered into a $55.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of September 30, 2022, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative asset or derivative liability on the Company’s Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company's foreign currency forward contracts as of September 30, 2022 and December 31, 2021:
As of September 30, 2022
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$62,055$40,19610/06/22$(281)Derivative liability
Foreign currency forward contract (AUD)$42,946A$62,05510/06/223,031 Derivative asset
Foreign currency forward contract (AUD)$40,131A$61,84501/09/23277 Derivative asset
Foreign currency forward contract (CAD)C$1,652$1,20510/06/22(3)Derivative liability
Foreign currency forward contract (CAD)$1,284C$1,65210/06/2283 Derivative asset
Foreign currency forward contract (CAD)$1,257C$1,72201/09/233 Derivative asset
Foreign currency forward contract (DKK)7,318kr.$96410/06/22(1)Derivative liability
Foreign currency forward contract (DKK)$1,0267,318kr.10/06/2263 Derivative asset
Foreign currency forward contract (DKK)$9827,401kr.01/09/231 Derivative asset
Foreign currency forward contract (EUR)€171,045$167,47510/06/22(144)Derivative liability
Foreign currency forward contract (EUR)$180,540€171,04510/06/2213,209 Derivative asset
Foreign currency forward contract (EUR)$169,009€171,26101/09/23145 Derivative asset
Foreign currency forward contract (GBP)£47,988$53,04010/06/22375 Derivative asset
Foreign currency forward contract (GBP)$58,269£47,98810/06/224,853 Derivative asset
Foreign currency forward contract (GBP)$55,713£50,39701/09/23(460)Derivative liability
Foreign currency forward contract (NZD)NZ$7,465$4,25710/06/22(47)Derivative liability
Foreign currency forward contract (NZD)$4,646NZ$7,46510/06/22436 Derivative asset
Foreign currency forward contract (NZD)$4,348NZ$7,62201/09/2347 Derivative asset
Foreign currency forward contract (NOK)39,724kr$3,71910/06/22(67)Derivative liability
Foreign currency forward contract (NOK)$4,06039,724kr10/06/22409 Derivative asset
Foreign currency forward contract (NOK)$3,54437,988kr01/09/2344 Derivative asset
Foreign currency forward contract (SEK)5,656kr$50510/06/223 Derivative asset
Foreign currency forward contract (SEK)$5605,656kr10/06/2252 Derivative asset
Foreign currency forward contract (SEK)$5125,694kr01/09/23(3)Derivative liability
Foreign currency forward contract (CHF)18,960Fr.$19,38810/06/22(128)Derivative liability
Foreign currency forward contract (CHF)$19,95718,960Fr.10/06/22697 Derivative asset
Foreign currency forward contract (CHF)$19,49118,873Fr.01/09/23122 Derivative asset
Total$22,716 
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Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2021
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$20,975$15,07601/06/22$171 Derivative asset
Foreign currency forward contract (AUD)$15,106A$20,97501/06/22(142)Derivative liability
Foreign currency forward contract (AUD)$15,068A$20,96104/08/22(172)Derivative liability
Foreign currency forward contract (CAD)$749$58601/06/225 Derivative asset
Foreign currency forward contract (CAD)$587$74901/06/22(4)Derivative liability
Foreign currency forward contract (CAD)$633$80804/08/22(6)Derivative liability
Foreign currency forward contract (DKK)2,141kr.$32601/06/221 Derivative asset
Foreign currency forward contract (DKK)$3352,141kr.01/06/227 Derivative asset
Foreign currency forward contract (DKK)$3232,114kr.04/08/22(2)Derivative liability
Foreign currency forward contract (EUR)€47,857$54,21301/06/22243 Derivative asset
Foreign currency forward contract (EUR)$55,239€47,85701/06/22783 Derivative asset
Foreign currency forward contract (EUR)$111,330€98,20104/08/22(634)Derivative liability
Foreign currency forward contract (GBP)£8,817$11,74401/06/22197 Derivative asset
Foreign currency forward contract (GBP)£2,000$2,66401/07/2245 Derivative asset
Foreign currency forward contract (GBP)$11,828£8,81701/06/22(112)Derivative liability
Foreign currency forward contract (GBP)$2,717£2,00001/07/228 Derivative asset
Foreign currency forward contract (GBP)$13,907£10,44604/08/22(234)Derivative liability
Foreign currency forward contract (NZD)NZ$610,086$41501/06/223 Derivative asset
Foreign currency forward contract (NZD)$419NZ$610,08601/06/221 Derivative asset
Foreign currency forward contract (NZD)$416NZ$613,90104/08/22(3)Derivative liability
Foreign currency forward contract (SEK)5,421kr$60001/07/22— Derivative liability
Foreign currency forward contract (SEK)$6175,421kr01/07/2217 Derivative asset
Foreign currency forward contract (SEK)$6075,483kr04/08/22— Derivative liability
Foreign currency forward contract (CHF)17,957Fr.$19,53001/06/22162 Derivative asset
Foreign currency forward contract (CHF)103Fr.$11301/07/22— Derivative asset
Foreign currency forward contract (CHF)$19,26417,957Fr.01/06/22(428)Derivative liability
Foreign currency forward contract (CHF)$113103Fr.01/07/22— Derivative asset
Foreign currency forward contract (CHF)$19,85318,212Fr.04/08/22(168)Derivative liability
Total$(262)
As of September 30, 2022 and December 31, 2021, the total fair value of the Company's foreign currency forward contracts was $22.7 million and $(0.3) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021 are shown in the following table:
Three Months EndedThree Months EndedNine Months
 Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Forward currency contracts$12,721 $677 $16,284 $677 
73
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021 are shown in the following table:
Three Months EndedThree Months EndedNine Months
 Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Forward currency contracts$8,841 $72 $22,978 $820 

74
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 September 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 September 30, 2022 and December 31, 2021 were as follows:
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Acclime Holdings HK Limited(1)(2)Delayed Draw Term Loan$— $148 
Acclime Holdings HK Limited(1)(2)Delayed Draw Term Loan— 812 
Accurus Aerospace Corporation(1)Revolver1,383 — 
Air Comm Corporation, LLC(1)Delayed Draw Term Loan— 11 
Air Comm Corporation, LLC(1)Delayed Draw Term Loan— 2,760 
Amtech LLC(1)Delayed Draw Term Loan1,818 1,818 
Amtech LLC(1)Revolver364 455 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver424 4,001 
AnalytiChem Holding GmbH(1)(2)(3)Incremental Term Loan1,083 — 
APC1 Holding(1)(2)(3)Delayed Draw Term Loan490 — 
Aquavista Watersides 2 LTD(1)(2)(4)Bridge Revolver— 233 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,202 1,459 
Arc Education(1)(2)(3)Delayed Draw Term Loan3,478 — 
Argus Bidco Limited(1)(2)(4)CAF Term Loan1,465 — 
Argus Bidco Limited(1)(2)(4)Bridge Term Loan311 — 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan983 1,192 
ASC Communications, LLCRevolver647 — 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,434 1,622 
AWP Group Holdings, Inc.(1)(2)Delayed Draw Term Loan233 233 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan962 962 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Bariacum S.A(1)(2)(3)Acquisition Facility882 1,023 
Bearcat Buyer, Inc.(1)Delayed Draw Term Loan— 96 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,573 
BigHand UK Bidco Limited(1)(2)(4)Acquisition Facility— 147 
Bounteous, Inc.(1)Delayed Draw Term Loan2,697 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan258 602 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan173 201 
BrightSign LLC(1)Revolver1,109 1,109 
British Engineering Services Holdco Limited(1)(2)(4)Bridge Revolver— 46 
British Engineering Services Holdco Limited(1)(2)(4)Acquisition Facility362 1,729 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan288 440 
Centralis Finco S.a.r.l.(1)(2)(3)Incremental CAF Term Loan274 73 
Ceres Pharma NV(1)(2)(3)Delayed Draw Term Loan1,330 1,544 
CGI Parent, LLC(1)Revolver1,653 — 
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan5,143 788 
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan284 — 
Coastal Marina Holdings, LLC(1)(2)PIK Tranche B Term Loan656 656 
Coastal Marina Holdings, LLC(1)(2)Tranche A Term Loan1,788 1,788 
Command Alkon (Project Potter Buyer, LLC)(1)(2)Delayed Draw Term Loan— 13,153 
75
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Comply365, LLC(1)Revolver575 — 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan927 1,076 
Crash Champions, LLC(1)Delayed Draw Term Loan— 4,518 
Dart Buyer, Inc(1)Delayed Draw Term Loan— 441 
DecksDirect, LLC(1)(2)Revolver218 218 
Direct Travel, Inc.(1)Delayed Draw Term Loan225 225 
DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility154 179 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,390 1,614 
Dwyer Instruments, Inc.(1)(2)Delayed Draw Term Loan4,513 987 
Eclipse Business Capital, LLC(1)Revolver11,679 8,342 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan8,492 10,678 
EMI Porta Holdco LLC(1)(2)Revolver1,769 2,542 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan92 209 
eShipping, LLC(1)Delayed Draw Term Loan1,274 1,274 
eShipping, LLC(1)Revolver743 616 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan641 — 
Express Wash Acquisition Company, LLC(1)(2)Delayed Draw Term Loan583 — 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan53 95 
FineLine Systems(1)Delayed Draw Term Loan478 478 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan711 — 
FragilePak LLC(1)Delayed Draw Term Loan4,649 4,649 
Glacis Acquisition S.A.R.L.(1)(2)(3)Delayed Draw Term Loan6,792 10,751 
Global Academic Group Limited(1)(2)(7)Term Loan403 — 
GPZN II GmbH(1)(2)(3)CAF Term Loan514 — 
Graphpad Software, LLC(1)(2)Delayed Draw Term Loan2,602 2,602 
Greenhill II BV(1)(2)(3)Capex Acquisition Facility234 — 
HeartHealth Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan297 — 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan148 364 
Heartland, LLC(1)(2)Delayed Draw Term Loan710 892 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))(1)(2)(3)Committed Additional Facility— 1,206 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,691 — 
HTI Technology & Industries(1)(2)Revolver1,128 — 
HW Holdco, LLC (Hanley Wood LLC)(1)(2)Delayed Draw Term Loan1,074 1,840 
IGL Holdings III Corp.(1)Delayed Draw Term Loan— 337 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan183 289 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility133 155 
Interstellar Group B.V.(1)(2)(3)Delayed Draw Term Loan2,405 — 
Interstellar Group B.V.(1)(2)(3)Delayed Draw Term Loan219 — 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility186 333 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility3,391 — 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan103 103 
ITI Intermodal, Inc.(1)(2)Revolver118 124 
Jaguar Merger Sub Inc.(1)(2)Delayed Draw Term Loan3,763 1,961 
Jaguar Merger Sub Inc.(1)(2)Revolver490 490 
Jeeves Information Systems AB(1)(3)Delayed Draw Term Loan— 8,936 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility673 — 
76
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Jones Fish Hatcheries & Distributors LLC(1)Revolver418 — 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan724 724 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan860 860 
LAF International(1)(3)Acquisition Facility— 114 
Lambir Bidco Limited(1)(2)(3)Bridge Revolver— 436 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan751 872 
Lattice Group Holdings Bidco Limited(1)Delayed Draw Term Loan298 — 
LeadsOnline, LLC(1)Revolver1,952 — 
LivTech Purchaser, Inc.(1)Delayed Draw Term Loan60 145 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan22 405 
Marmoutier Holding B.V.(1)(2)(3)Revolver140 162 
Marshall Excelsior Co.(1)(2)Revolver216 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan1,291 1,291 
Mercell Holding AS(1)(2)(8)Bridge Term Loan255 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility850 — 
Mertus 522. GmbH(1)(2)(3)Acquisition Facility2,520 6,564 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Capex Term Loan56 63 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan132 160 
Narda Acquisitionco., Inc.(1)(2)Revolver1,006 1,059 
Navia Benefit Solutions, Inc.(1)Delayed Draw Term Loan— 2,141 
Nexus Underwriting Management Limited(1)(2)(4)Revolver— 82 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility1,164 1,533 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility971 — 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan849 — 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)Revolver802 — 
OG III B.V.(1)(2)(3)Accordion Facility879 1,355 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan3,407 929 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 4,955 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan1,008 — 
Options Technology Ltd.(1)(2)Delayed Draw Term Loan1,406 1,406 
OSP Hamilton Purchaser, LLC(1)Revolver187 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 Loan4,320 4,320 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class A73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class B73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class C73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class D73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class E3,709 — 
Polara Enterprises, L.L.C.(1)Revolver947 545 
Policy Services Company, LLC(1)(2)Delayed Draw Term Loan— 6,579 
Premium Invest(1)(2)(3)Delayed Draw Term Loan5,486 569 
77
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
ProfitOptics, LLC(1)(2)Revolver194 — 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan234 272 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan667 — 
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)Accordion Facility2,705 714 
Questel Unite(1)(2)(3)Incremental Term Loan2,479 2,878 
Rep Seko Merger Sub LLC(1)(2)Delayed Draw Term Loan666 1,043 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility710 1,354 
Riedel Beheer B.V.(1)(2)(3)Revolver— 230 
Riedel Beheer B.V.(1)(2)(3)Delayed Draw Term Loan— 153 
ROI Solutions LLC(1)Delayed Draw Term Loan— 711 
Royal Buyer, LLC(1)(2)Delayed Draw Term Loan2,945 — 
Royal Buyer, LLC(1)(2)Revolver1,787 — 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,730 2,889 
Sanoptis S.A.R.L.(1)(2)(3)Acquisition Capex Facility5,726 5,316 
Scaled Agile, Inc.(1)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)Revolver336 336 
Scout Bidco B.V.(1)(2)(3)Delayed Draw Term Loan1,042 — 
Scout Bidco B.V.(1)(2)(3)Revolver473 — 
Sereni Capital NV(1)(2)(3)Term Loan220 — 
Simulation Software Investment Company Pty Ltd(1)(2)Delayed Draw Term Loan408 — 
Smartling, Inc.(1)Delayed Draw Term Loan2,076 2,076 
Smartling, Inc.(1)Revolver1,038 1,038 
Springbrook Software (SBRK Intermediate, Inc.)(1)(2)Delayed Draw Term Loan— 558 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan418 507 
Superjet Buyer, LLC(1)Revolver1,825 1,825 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,770 1,770 
Syntax Systems Ltd(1)(2)Revolver309 521 
Tank Holding Corp(1)Revolver655 — 
Techone B.V.(1)(2)(3)Delayed Draw Term Loan639 752 
Techone B.V.(1)(2)(3)Revolver95 200 
Tencarva Machinery Company, LLC(1)Delayed Draw Term Loan— 886 
Tencarva Machinery Company, LLC(1)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan4,195 4,195 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver1,233 1,233 
The Cleaver-Brooks Company, Inc.(1)(2)Revolver2,214 — 
The Hilb Group, LLC(1)(2)Delayed Draw Term Loan4,731 5,954 
Truck-Lite Co., LLC(1)(2)Delayed Draw Term Loan— 4,488 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan2,381 2,314 
Union Bidco Limited(1)(2)(4)Acquisition Facility239 — 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility1,384 — 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan3,371 — 
78
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
VP Holding Company(1)(2)Delayed Draw Term Loan4,100 — 
VP Holding Company(1)(2)Delayed Draw Term Loan8,230 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan487 712 
Waccamaw River(2)Joint Venture2,480 11,280 
Woodland Foods, LLC(1)(2)Line of Credit573 1,499 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan4,402 — 
ZB Holdco LLC(1)Delayed Draw Term Loan1,352 — 
ZB Holdco LLC(1)Revolver845 — 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,168 — 
Zeppelin Bidco Limited(1)(2)(4)Revolver245 — 
Total unused commitments to extend financing$221,268 $215,494 

(1)The Adviser's estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company's current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
79
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the nine months ended September 30, 2022 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021:
 Nine Months
Ended		For the period from May 10, 2021 (commencement of operations) to
($ in thousands, except share and per share amounts)September 30, 2022September 30, 2021
Per share data:
Net asset value at beginning of period$20.58 $— 
Net investment income(1)1.42 0.75 
Net realized loss on investments / foreign currency transactions(1)0.20 (0.06)
Net unrealized appreciation on investments / foreign currency transactions(1)(0.08)0.14 
Total increase from investment operations(1)1.54 0.83 
Dividends declared from net investment income(1.21)(0.40)
Dividends declared from realized gains(0.08)— 
Total dividends declared(1.29)(0.40)
Issuance of common stock— 20.00 
Net asset value at end of period$20.83 $20.43 
Shares outstanding at end of period51,995,302 34,693,370 
Net assets at end of period$1,083,298 $708,891 
Average net assets$973,609 $495,338 
Ratio of total expenses, prior to waiver of base management fee, to average net assets (annualized)(2)(3)5.25 %3.54 %
Ratio of total expenses, net of base management fee waived, to average net assets (annualized)(2)(3)5.25 %2.77 %
Ratio of net investment income to average net assets (annualized)(2)(3)9.30 %9.48 %
Portfolio turnover ratio (annualized)11.79 %11.18 %
Total return(4)7.56 %4.16 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies.
(3)Reflects annualized amounts. For the period from May 10, 2021 (commencement of operations) to September 30, 2021, reflects annualized amounts except in the case of non-recurring expenses (e.g. initial organization expenses and offering costs).
(4)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 September 30, 2021, beginning NAV is assumed to be the first share issuance at $20.00 per share.
9. SUBSEQUENT EVENTS
Subsequent to JuneSeptember 30, 2021, we 2022, the Company made approximately $120.6$162.6 million of new commitments, of which $100.9$129.1 million closed and funded. The $100.9$129.1 million of investments consistconsists of $33.3$128.3 million of first lien senior secured debt investments $4.2and $0.8 million of second lienequity investments. The weighted average yield of the debt investments was 9.7%. In addition, the Company funded $19.5 million of previously committed delayed draw term loans.
Subsequent to September 30, 2022, the Company placed its debt investment in Core Scientific Inc. (“Core Scientific”) on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, the Company will no longer recognize interest income on its debt investment in Core Scientific for financial reporting purposes.
On October 3, 2022, the Company issued and sold 153,576.57 shares of its common stock, for an aggregate offering price of $3.2 million at a price per share of $20.83, 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.
80
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
On October 13, 2022, the Board declared regular monthly distributions for October 2022 through December 2022. The regular monthly cash distributions, each in the gross amount of $0.15 per share are payable on October 28, 2022, November 29, 2022, and December 29, 2022 to stockholders of record on October 26, 2022, November 25, 2022, and December 27, 2022, respectively.
On November 10, 2022, the Board declared regular monthly distributions for January 2022 through March 2023. The regular monthly cash distributions, each in the gross amount of $0.155 per share are payable on January 30, 2023, February 27, 2023 and March 29, 2023, to stockholders of record on January 26, 2023, February 24, 2023 and March 27, 2023, respectively.
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our unaudited consolidated financial statements for the three and nine months ended September 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, including the risks of a slowing economy, rising inflation and risk of recession; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, such as the ongoing COVID-19 pandemic, on our or our portfolio companies’ business and the U.S. and global economy; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a BDC under the 1940 Act and are externally managed by Barings LLC, or Barings, an investment adviser that is registered with the SEC under the Advisers Act. In addition, we 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.
81

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 and subordinatedprivate 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 September 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of our outstanding debt investments was approximately 8.6% and 6.6%, respectively.
82

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.
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' $264.0 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 September 30, 2022, BIIL had approximately £16.5 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 $1,905.5 million and $1,397.6 million as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022, we had investments in 259 portfolio companies with an aggregate cost of $1,950.1 million. As of December 31, 2021, we had investments in 219 portfolio companies with an aggregate cost of $1,396.5 million. As of September 30, 2022 and December 31, 2021, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
83

As of September 30, 2022 and December 31, 2021, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio
September 30, 2022:
Senior debt and 1st lien notes
$1,591,139 82 %$1,535,665 81 %
Subordinated debt and 2nd lien notes
166,123 9 161,729 8 
Structured products24,557 1 22,365 1 
Equity shares121,675 6 146,975 8 
Equity warrants4 — — — 
Investment in joint ventures46,570 2 38,726 2 
$1,950,068 100 %$1,905,460 100 %
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage 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 products19,261 2 19,566 2 
Equity shares72,534 5 75,040 5 
Investment in joint ventures45,969 3 47,011 3 
$1,396,518 100 %$1,397,648 100 %
Investment Activity
During the nine months ended September 30, 2022, we made new investments totaling $516.6 million, made additional investments in existing portfolio companies totaling $221.7 million, and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million. We had 30 loans repaid at par totaling $139.2 million and received $32.9 million of portfolio company principal payments and sale proceeds, recognizing a net loss on these transactions of $9.5 million. In addition, we received $8.3 million of return of capital from one of our joint ventures.
During the period from May 10, 2021 (commencement of operations) to September 30, 2021, we purchased the Initial Portfolio from MassMutual and CM Life for an aggregate purchase price of $602.8 million, made new investments totaling $223.9 million, made additional investments in existing portfolio companies purchased from MassMutual and CM Life totaling $71.9 million, made new joint venture equity investments totaling $39.3 million and made a $63.4 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies. We had 16 loans repaid at par totaling $80.5 million and received $3.1 million of portfolio company principal payments.
84

Total portfolio investment activity for the nine months ended September 30, 2022 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021 was as follows:
Nine Months Ended
September 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investment in Joint VenturesTotal
Fair value, beginning of period$1,141,252 $114,779 $19,566 $75,040 $— $47,011 $1,397,648 
New investments628,306 54,870 6,000 49,041 4 8,859 747,080 
Proceeds from sales of investments(16,368)(573)— — — (8,257)(25,198)
Loan origination fees received(14,239)(829)— — — — (15,068)
Principal repayments received(153,457)(1,003)(714)— — — (155,174)
Payment-in-kind interest/dividends1,823 1,199 — 100 — — 3,122 
Accretion of loan premium/discount75 64 10 — — — 149 
Accretion of deferred loan origination revenue7,840 291 — — — — 8,131 
Realized loss(7,596)(1,894)— — — — (9,490)
Unrealized appreciation (depreciation)(51,971)(5,175)(2,497)22,794 (4)(8,887)(45,740)
Fair value, end of period$1,535,665 $161,729 $22,365 $146,975 $— $38,726 $1,905,460 
For the period from May 10, 2021 (commencement of operations) to September 30, 2021:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Equity
Shares		Investment in Joint VenturesShort-term
Investments		Total
Fair value, beginning of period$— $— $— $— $— $— 
New investments282,527 10,580 66,180 39,320 152,000 550,607 
Investments purchased from MassMutual496,205 106,633 — — — 602,838 
Loan origination fees received(7,039)(170)— — — (7,209)
Principal repayments received(45,930)(37,622)— — — (83,552)
Payment-in-kind interest earned92 5 — — — 97 
Accretion of loan discount— 2 — — — 2 
Accretion of deferred loan origination revenue2,449 725 — — — 3,174 
Realized gain(46)(69)— — — (115)
Unrealized appreciation (depreciation)(3,146)497 (20)95 — (2,574)
Fair value, end of period$725,112 $80,581 $66,160 $39,415 $152,000 $1,063,268 
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 both September 30, 2022 and December 31, 2021, we had no non-accrual assets.

85

Results of Operations
For the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021
Operating results for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021 were as follows:
Three Months
 Ended		Three Months
 Ended		Nine Months
Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Investment income:
Total investment income$42,338 $16,967 $106,192 $23,780 
Total operating expenses18,185 4,825 38,419 6,931 
Base management fee waived— (1,489)— (1,489)
Net operating expenses18,185 3,336 38,419 5,442 
Net investment income before taxes24,153 13,631 67,773 18,338 
Income taxes, including excise tax expense(116)— (112)— 
Net investment income after taxes24,269 13,631 67,885 18,338 
Net realized gains (losses)5,811 340 7,164 (470)
Net unrealized appreciation (depreciation)(4,140)(426)(4,010)3,479 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions1,671 (86)3,154 3,009 
Net increase in net assets resulting from operations$25,940 $13,545 $71,039 $21,347 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
 Ended		Three Months
 Ended		Nine Months
Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Investment income:
Total interest income$33,003 $11,877 $80,867 $17,831 
Total dividend income3,996 2,227 11,787 2,227 
Total fee and other income4,077 2,766 10,351 3,588 
Total payment-in-kind interest income1,259 97 3,183 134 
Interest income from cash3 — 4 — 
Total investment income$42,338 $16,967 $106,192 $23,780 
The change in investment income for the three and nine months ended September 30, 2022, as compared to the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021, was primarily due to an increase in the average size our portfolio from higher base rates, an increase in the weighted average yield on the 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 $1,764.0 million as of September 30, 2022, as compared to $820.1 million as of September 30, 2021. The weighted average yield on the principal amount of theour outstanding debt investments was 7.4%8.6% as of September 30, 2022, as compared to 6.6% as of September 30, 2021. For the three and nine months ended September 30, 2022, dividends from portfolio companies and joint venture investments were $4.0 million and $11.8 million, respectively. For the three and nine months ended September 30, 2022, acceleration of unamortized OID income and unamortized loan origination fee totaled $1.4 million and $3.2 million, respectively, as compared to $1.1 million for both the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021. For the three and nine months ended September 30, 2022, PIK interest income was $1.3 million and $3.2 million, respectively, as compared to $97,000 and $134,000 for the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, respectively.
86

Operating Expenses
Three Months
 Ended		Three Months
 Ended		Nine Months
Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Operating expenses:
Interest and other financing fees$11,322 $2,578 $23,844 $3,472 
Base management fees3,243��1,489 8,262 2,176 
Incentive fee2,127 — 2,127 — 
Other general and administrative expenses1,493 758 4,186 1,283 
Total operating expenses$18,185 $4,825 $38,419 $6,931 
Base management fee waived— (1,489)— (1,489)
Net operating expenses$18,185 $3,336 $38,419 $5,442 
Interest and Other Financing Fees
Interest and other financing fees during the three and nine months ended September 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 during the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021 were attributable to borrowings under the Revolving Credit Facility and the July 2026 Notes. The weighted average interest on the Revolving Credit Facility was 4.6% as of September 30, 2022, as compared to 2.1% as of September 30, 2021.
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 nine months ended September 30, 2022, the amount of base management fee incurred was approximately $3.2 million and $8.3 million, respectively. For the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, the amount of base management fee incurred was approximately $1.5 million and $2.2 million, respectively. Barings voluntarily agreed to waive the base management fee of $1.5 million for the three months ended September 30, 2021, which resulted in a net base management fee of $0.7 million for the period from May 10, 2021 (commencement of operations) to September 30, 2021 after taking into account the waiver.
Incentive Fee
Under the Advisory Agreement, we pay Barings an incentive fee. 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” in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the hurdle amount in respect of the Trailing Twelve Months. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Advisory Agreement and the fee arrangements thereunder. For both the three and nine months ended September 30, 2022, the amount of incentive fee incurred was approximately, $2.1 million. For the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, we did not incur any incentive fees.
87

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 nine months ended September 30, 2022, the amount of administration expense incurred and invoiced by Barings for expenses was $0.5 million and $1.4 million, respectively. For both the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, the amount of administration expense incurred and invoiced by Barings for expenses was $0.2 million. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include Board fees, D&O insurance costs, offering costs, legal and accounting expenses and other costs related to our operations.
Net Realized Gains (Losses)
Net realized gains (losses) during the three and nine months ended September 30, 2022 and during the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021 were as follows:
Three Months
 Ended		Three Months
 Ended		Nine Months
Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Net realized gains (losses):
Non-Control / Non-Affiliate investments$(6,965)$(116)$(9,490)$(116)
Net realized gains (losses) on investments(6,965)(116)(9,490)(116)
Foreign currency transactions12,776 456 16,654 (354)
Net realized gains (losses)$5,811 $340 $7,164 $(470)
    
During the three months ended September 30, 2022, we recognized net realized gains totaling $5.8 million, which consisted primarily of a net gain on foreign currency transactions of $12.8 million, partially offset by a net loss on our loan portfolio of $7.0 million. During the nine months ended September 30, 2022, we recognized net realized gains totaling $7.2 million, which consisted primarily of a net gain on foreign currency transactions of $16.7 million, partially offset by a net loss on our loan portfolio of $9.5 million.
During the three months ended September 30, 2021, we recognized net realized gains totaling $0.3 million, which consisted primarily of a net gain on foreign currency transactions of $0.5 million, partially offset by a net loss on our loan portfolio of $0.1 million. During the period from May 10, 2021 (commencement of operations) to September 30, 2021, we recognized net realized losses totaling $0.5 million, which consisted primarily of a net loss on foreign currency transactions of $0.4 million and a net loss on our loan portfolio of $0.1 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021and for the period from May 10, 2021 (commencement of operations) to September 30, 2021 were as follows:
Three Months
 Ended		Three Months
 Ended		Nine Months
Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments$(25,471)$(3,572)$(60,753)$(2,793)
Affiliate investments4,937 219 14,894 219 
Net unrealized appreciation (depreciation) on investments(20,534)(3,353)(45,859)(2,574)
Foreign currency transactions16,394 2,927 41,849 6,053 
Net unrealized appreciation (depreciation)$(4,140)$(426)$(4,010)$3,479 
88

During the three months ended September 30, 2022, we recorded net unrealized depreciation totaling $4.1 million, consisting of net unrealized depreciation on our current portfolio of $27.7 million, partially offset by net unrealized appreciation reclassification adjustments of $7.1 million and net unrealized appreciation related to foreign currency transactions of $16.4 million. The net unrealized depreciation on our current portfolio of $27.7 million was driven primarily by the impact of foreign currency exchange rates on investments of $26.6 million and broad market moves for investments of $7.2 million, partially offset by the credit or fundamental performance of investments of $6.1 million.
During the nine months ended September 30, 2022, we recorded net unrealized depreciation totaling $4.0 million, consisting of net unrealized depreciation on our current portfolio of $52.0 million and deferred tax liability of $0.1 million, partially offset by net unrealized appreciation related to foreign currency transactions of $41.8 million and net unrealized appreciation reclassification adjustments of $6.3 million. The net unrealized depreciation on our current portfolio of $52.0 million was driven primarily by the impact of foreign currency exchange rates on investments of $54.6 million and broad market moves for investments of $20.7 million, partially offset by credit or fundamental performance of investments of $23.3 million.
During the three months ended September 30, 2021, we recorded net unrealized depreciation totaling $0.4 million, consisting of net unrealized depreciation on our current portfolio of $2.7 million and net unrealized depreciation reclassification adjustments of $0.7 million, partially offset by net unrealized appreciation related to foreign currency transactions of $2.9 million. The net unrealized depreciation on our current portfolio of $2.7 million was driven primarily by the impact of foreign currency exchange rates on investments of $3.9 million and the credit or fundamental performance of investments of $0.2 million, partially offset by broad market moves for investments of $1.4 million.
During the period from May 10, 2021 (commencement of operations) to September 30, 2021, we recorded net unrealized appreciation totaling $3.5 million, consisting of net unrealized appreciation related to foreign currency transactions of $6.1 million, partially offset by net unrealized depreciation on our current portfolio of $1.9 million and net unrealized depreciation reclassification adjustments of $0.7 million. The net unrealized depreciation on our current portfolio of $1.9 million was driven primarily by the impact of foreign currency exchange rates on investments of $6.0 million and the credit or fundamental performance of investments of $0.1 million, partially offset by broad market moves for investments of $4.2 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 funded $14.8expect 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 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 208.6% as of September 30, 2022.
Cash Flows
For the nine months ended September 30, 2022, we experienced a net increase in cash in the amount of $17.6 million. During that period, our operating activities used $503.0 million in cash, consisting primarily of purchases of portfolio investments of $747.7 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $165.5 million. In addition, our financing activities provided net cash of $520.6 million, consisting primarily of net borrowings of $188.8 million under the Revolving Credit Facility, net proceeds from the issuance of the May 2027 Notes of $154.6 million and proceeds from the issuance of common stock of $239.7 million, partially offset by dividends paid in the amount of $61.6 million. As of September 30, 2022, we had $141.1 million of previously committedcash on hand, including foreign currencies.
For the period from May 10, 2021 (commencement of operations) to September 30, 2021, we experienced a net increase in cash in the amount of $69.2 million. During that period, our operating activities used $1,048.8 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, purchases of portfolio investments of $391.3 million and purchases of short-term investments of $152.0 million, partially offset by proceeds from sales of portfolio investments totaling $83.0 million. In addition, our financing activities provided $1,118.0 million of cash, consisting primarily of net borrowings of $317.7 million under the Revolving Credit Facility, net proceeds of $112.7 million from the issuance of the July 2026 Notes (each as defined below under “Financing Transactions”) and proceeds from the issuance of common stock of $700.0 million, partially offset by dividends paid in the amount of $12.4 million. As of September 30, 2021, we had $69.2 million of cash on hand, including foreign currencies.
89

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.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 September 30, 2022, we were in compliance with all covenants of the Revolving Credit Facility.
As of September 30, 2022, we had U.S. dollar borrowings of $556.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 4.955% (one month SOFR of 2.577%), borrowings denominated in British pounds sterling of £30.2 million ($33.7 million U.S. dollars) with a weighted average interest rate of 3.606% (weighted average one month adjusted cumulative compounded SONIA of 1.274%), borrowings denominated in Australian dollars of A$12.1 million ($7.7 million U.S. dollars) with an interest rate of 4.441% (one month BBSW of 2.291%), borrowings denominated in Canadian dollars of C$5.4 million ($3.9 million U.S. dollars) with an interest rate of 5.623% (one month CDOR of 3.473%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.5 million U.S. dollars) with an interest rate of 5.560% (one month NZBB of 3.160%) and borrowings denominated in Euros of €89.6 million ($87.8 million U.S. dollars) with an interest rate of 2.405% (one month EURIBOR of 0.238%). 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
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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 the 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, and the Series B Notes and Series C Notes are expected to be delivered and paid for on September 15, 2021 and October 28, 2021, respectively, each subjectrespectively. The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to certain customary closing conditions.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. We intend to use the net proceeds from the offering of the July 2026 Notes for general corporate purposes, including to make investments and make distributions permitted by the July 2021 NPA.
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 9. Subsequent Events” in the notesNote 5 to our consolidated financial statementsUnaudited Consolidated Financial Statements for moreadditional information regarding the July 2021 NPA and the July 2026 Notes issued and issuable thereunder.
May 2027 Notes
On August 5, 2021 our Board declaredMay 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 quarterly distributionprivate 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 $0.406.0% per share payable on September 15, 2021year, subject to holdersa step up of record(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 September 8, 2021.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.
Critical Accounting PoliciesOur obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and Use of Estimatesfuture unsecured unsubordinated indebtedness issued by us.
The preparation of our unaudited financial statementsMay 2027 Notes were offered 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 datereliance on Section 4(a)(2) of the financial statementsSecurities 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 reported amountsMay 2027 Notes issued thereunder.
In connection with the offering of revenuesthe Series D Notes, on May 10, 2022, we entered into a $100.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and expenses forpays 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 periods coveredSeries D Notes will be equally offset by such financial statements. We have identified investment valuationproceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and revenue recognitionother financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2022, the interest rate swap had a fair value of $(4.7) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative asset or derivative liability on our most critical accounting estimates. On an ongoing basis, we evaluate ourUnaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes.
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estimates, including thoseIn connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the matters described below. These estimates areSeries E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2022, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative asset or derivative liability on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Share Repurchase Program
At the informationdiscretion of the Board, we commenced a share repurchase program in which we may 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 is currently available to us and on various other assumptions that we believehave been requested to be reasonable underrepurchased in any particular quarter in our discretion. The Board may amend, suspend or terminate the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussionshare repurchase program if it deems such action to be in our best interest and the best interest of our critical accounting policies follows.
Investment Valuation
stockholders. As a result, share repurchases may not be available each quarter, The most significant estimate inherentstockholders may not be able to sell their shares promptly or at a desired price, and an investment in the preparation of our financial statementsshares is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded.not suitable if you require short-term liquidity with respect to your investment in us. 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) basisintend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act and FASB ASC Topic 820,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 nine months ended September 30, 2022.
Distributions to Stockholders
We intend Fair Value Measurements and Disclosures, or ASC Topic 820. Our current valuation policy and processes were established by Barings and were approvedto pay distributions to our stockholders of substantially all of our income, as determined by the Board.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 monthly basis, although the frequency of such distributions may vary.
Under ASC Topic 820, fair value is the priceWe have adopted a dividend reinvestment plan (“DRIP”) that would be received to sell an asset or paid to transferprovides for reinvestment of dividends on behalf of our stockholders, unless 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 expectstockholder elects to receive upon the current salecash. As a result, when we declare a cash dividend, stockholders who have not opted out of the security. The fair value measurement assumes thatDRIP 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 sale occurs inCode and intend to make the principal marketrequired 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 security, or in the absenceportion of a principal market, in the most advantageous market for the security. If no market for the security exists or ifour taxable income and gains we do not have accessdistribute (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 principalasset 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 security should be valued baseddividend on the sale occurringdate the dividend is received by the stockholder in the same manner as 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 termcash dividend, even though a portion of the financial instrument.dividend was paid in shares of our common stock.
Level 3 Inputs – include inputs that are unobservable and significantThe minimum distribution requirements applicable to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of inputRICs require us 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 notesdistribute 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 valuestockholders each year at least 90% 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 basedICTI. Depending on (i) our understanding of the level of actual transactions used byICTI 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 broker to developnext tax year and pay a 4% U.S. federal excise tax on such excess. Any such carryover income must be distributed before 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 performanceend of the portfolio company.
There is no single standard for determining fair value in good faith, as fair value depends uponnext tax year through a dividend declared prior to filing 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, subjectfinal tax return related 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,year which generated such income.
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ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the reviews have included on-site walkthroughsrecognition 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 pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examinationOID that accrues over the life of the underlying inputsobligation, 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 assumptions(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 sample of individual securities across asset classes, credit rating levelsdistribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and various durations, a process Barings continues to perform annually. In addition, the pricing vendors have an established challenge processmay not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included 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 vendorstaxable income until they are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).realized.
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 (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.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 providerproviders 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
59
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider appliesand the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders' best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio. Pursuant to these procedures, the Adviser determines 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 Company’s Audit Committee and the independent valuation firm.
Valuation Techniques
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investment in Thompson Rivers and Waccamaw River
As Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using net asset 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.
60
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of September 30, 2022 and December 31, 2021. The weighted average range of unobservable inputs is based on fair value of investments.
September 30, 2022
($ in thousands)
Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$1,243,446 Yield AnalysisMarket Yield6.9% – 24.5%10.5%Decrease
5,583 Waterfall ApproachEnterprise Value Multiple6.3x6.3xIncrease
36,372 Discounted Cash Flow AnalysisDiscount Rate9.5% – 12.9%11.8%Decrease
208,718 Recent TransactionTransaction Price96.8% – 100.0%97.9%Increase
Subordinated debt and 2nd lien notes(2)
112,292 Yield AnalysisMarket Yield8.6% – 17.5%12.3%Decrease
7,572 Market ApproachAdjusted EBITDA Multiple9.8x9.8xIncrease
8,807 Recent TransactionTransaction Price96.0% – 100.0%98.0%Increase
Structured products(3)
8,548 Discounted Cash Flow AnalysisDiscount Rate9.3%9.3%Decrease
Equity shares108,941 Market ApproachAdjusted EBITDA Multiple6.5x – 43.0x10.4xIncrease
12,054 Market ApproachRevenue Multiple6.3x – 29.8x18.9xIncrease
24,818 Recent TransactionTransaction Price$0.0 – $1,000$692.80Increase
Warrants— Market ApproachAdjusted EBITDA Multiple7.0x – 18.5xN/AIncrease
(1) Excludes investments with an aggregate fair value amounting to $4,973, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) Excludes investments with an aggregate fair value amounting to $15,736, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(3) Excludes investments with an aggregate fair value amounting to $5,209, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2021
($ in thousands)
Fair ValueValuation
Model		Level 3
Input		Range of
Inputs		Weighted
Average		Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes
$636,184 Yield AnalysisMarket Yield5.1% – 26.5%7.5%Decrease
502,634 Recent TransactionTransaction Price97.0% – 99.0%97.9%Increase
Subordinated debt and 2nd lien notes(1)
58,642 Yield AnalysisMarket Yield5.3% – 20.5%9.6%Decrease
28,607 Recent TransactionTransaction Price97.0% – 98.3%98.0%Increase
Equity shares71,037 Market ApproachAdjusted EBITDA Multiple6.5x – 54.0x15.3xDecrease
3,968 Recent TransactionTransaction Price$1.0 – $1,000$134.24Increase
(1) Excludes investments with an aggregate fair value amounting to $4,975, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
The following table presents the Company’s investment portfolio at fair value as of September 30, 2022 and December 31, 2021, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of September 30, 2022
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $36,573 $1,499,092 $1,535,665 
Subordinated debt and 2nd lien notes
— 17,322 144,407 161,729 
Structured products— 8,608 13,757 22,365 
Equity shares96 1,066 145,813 146,975 
Investments subject to leveling$96 $63,569 $1,803,069 $1,866,734 
Investment in joint ventures(1)$38,726 
$1,905,460 
Fair Value as of December 31, 2021
($ in thousands)Level 1Level 2Level 3Total
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 shares35 — 75,005 75,040 
Investments subject to leveling$35 $44,555 $1,306,047 $1,350,637 
Investment in joint ventures(1)$47,011 
$1,397,648 
(1)The Company's investments in Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following table reconciles the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2022 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021:
Nine Months Ended September 30, 2022
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,138,818 $92,224 $— $75,005 $— $1,306,047 
New investments569,838 54,870 6,000 42,789 4 673,501 
Transfers into Level 3, net5,425 4,067 9,811 3,518 — 22,821 
Proceeds from sales of investments1,665 (573)— — — 1,092 
Loan origination fees received(14,238)(829)— — — (15,067)
Principal repayments received(153,392)(1,003)(714)— — (155,109)
Payment in kind interest/dividends1,823 1,199 100 — 3,122 
Accretion of loan premium/discount34 58 — — — 92 
Accretion of deferred loan origination revenue7,840 188 — — — 8,028 
Realized loss(6,565)(1,895)— — — (8,460)
Unrealized appreciation (depreciation)(52,156)(3,899)(1,340)24,401 (4)(32,998)
Fair value, end of period$1,499,092 $144,407 $13,757 $145,813 $— $1,803,069 
For the period from May 10, 2021 to September 30, 2021
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Equity SharesTotal
Fair value, beginning of period$— $— $— $— 
New investments280,081 10,580 66,180 356,841 
Investments purchased from MassMutual496,205 88,836 — 585,041 
Loan origination fees received(7,039)(169)— (7,208)
Principal repayments received(45,930)(37,621)— (83,551)
Payment in kind interest92 5 — 97 
Accretion of deferred loan origination revenue2,449 676 — 3,125 
Realized gain(46)(69)— (115)
Unrealized appreciation (depreciation)(3,137)110 (20)(3,047)
Fair value, end of period$722,675 $62,348 $66,160 $851,183 
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 $37.9 million during the nine months ended September 30, 2022 was related to portfolio company investments that were still held by the Company as of September 30, 2022. Pre-tax net unrealized depreciation on Level 3 investments of $2.4 million for the period from May 10, 2021 (commencement of operations) to September 30, 2021 was related to portfolio company investments that were still held by the Company as of September 30, 2021.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the nine months ended September��30, 2022, the Company made investments of approximately $666.5 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the nine months ended September 30, 2022, the Company made investments of $80.5 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans (if any) generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company is contractually owed and recognizes interest income equal to the applicable margin ("spread") beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor 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 September 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 both September 30, 2022 and December 31, 2021, the Company had no non-accrual assets. Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
64
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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.
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 nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021 was as follows:
Three Months EndedThree Months EndedNine Months
 Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Recurring Fee Income:
Amortization of loan origination fees$1,796 $1,372 $4,975 $2,065 
Management, valuation and other fees464 90 1,283 130 
Total Recurring Fee Income2,260 1,462 6,258 2,195 
Non-Recurring Fee Income:
Prepayment fees230 156 241 156 
Acceleration of unamortized loan origination fees1,346 1,096 3,156 1,109 
Advisory, loan amendment and other fees241 52 696 128 
Total Non-Recurring Fee Income1,817 1,304 4,093 1,393 
Total Fee Income$4,077 $2,766 $10,351 $3,588 
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.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 September 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 September 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 September 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.
Financial and Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated 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 swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currency
As of September 30, 2022 the Company held 17 investments that were denominated in Australian dollars, one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, 61 investments that were denominated in Euros, one investment that was denominated in Swiss francs, one investment that was denominated in Swedish krona, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone and 26 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 September 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.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively) 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 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 September 30, 2022 and December 31, 2021 was approximately $1,949.8 million and $1,396.2 million, respectively. As of September 30, 2022, net unrealized depreciation on the Company's investments (tax basis) was approximately $0.8 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $78.5 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $79.3 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
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
the Company’s Unaudited Consolidated Balance Sheet. As of September 30, 2022, the Company had a net deferred tax liability of $0.1 million pertaining to tax basis differences in the Taxable Subsidiary's investment in certain partnership interests.
5. BORROWINGS
The Company had the following borrowings outstanding as of September 30, 2022 and December 31, 2021:
Issuance Date
($ in thousands)		Maturity DateInterest Rate as of September 30, 2022September 30, 2022December 31, 2021
Credit Facility:
May 11, 2021May 11, 20264.567%$693,017 524,825 
Total Credit Facility$693,017 $524,825 
Notes:
July 29, 2021 - Series A NotesJuly 29, 20263.500%$75,000 $75,000 
September 15, 2021 - Series B NotesJuly 29, 20263.500%38,000 38,000 
October 28, 2021 - Series C NotesJuly 29, 20263.500%37,000 37,000 
May 10, 2022 - Series D Notes (1)May 10, 20276.000%95,254 — 
July 26, 2022 - Series E Notes (1)May 10, 20276.000%52,066 — 
(Less: Deferred financing fees)(677)(406)
Total Notes$296,643 $149,594 
(1)Inclusive of change in fair market value of effective hedge.
The Company is required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of the Company’s total assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities, of at least 150% after each issuance of senior securities. The Company’s asset coverage ratio was 208.6% as of September 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
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of September 30, 2022, the Company was in compliance with all covenants of the Revolving Credit Facility.
As of September 30, 2022, the Company had U.S. dollar borrowings of $556.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 4.955% (one month SOFR of 2.577%), borrowings denominated in British pounds sterling of £30.2 million ($33.7 million U.S. dollars) with a weighted average interest rate of 3.606% (weighted average one month adjusted cumulative compounded SONIA of 1.274%), borrowings denominated in Australian dollars of A$12.1 million ($7.7 million U.S. dollars) with an interest rate of 4.441% (one month BBSW of 2.291%), borrowings denominated in Canadian dollars of C$5.4 million ($3.9 million U.S. dollars) with an interest rate of 5.623% (one month CDOR of 3.473%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.5 million U.S. dollars) with an interest rate of 5.560% (one month NZBB of 3.160%) and borrowings denominated in Euros of €89.6 million ($87.8 million U.S. dollars) with an interest rate of 2.405% (one month EURIBOR of 0.238%). 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 September 30, 2022 and December 31, 2021, the fair value of the borrowings outstanding under the Revolving Credit Facility was $693.0 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
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 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 September 30, 2022 and December 31, 2021, the fair value of the outstanding July 2026 Notes was $124.3 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
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates.
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 September 30, 2022, the fair value of the outstanding May 2027 Notes was $137.7 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 Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of September 30, 2022, the interest rate swap had a fair value of $(4.7) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative asset or derivative liability 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 Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, the Company entered into a $55.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of September 30, 2022, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative asset or derivative liability on the Company’s Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
71
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company's foreign currency forward contracts as of September 30, 2022 and December 31, 2021:
As of September 30, 2022
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$62,055$40,19610/06/22$(281)Derivative liability
Foreign currency forward contract (AUD)$42,946A$62,05510/06/223,031 Derivative asset
Foreign currency forward contract (AUD)$40,131A$61,84501/09/23277 Derivative asset
Foreign currency forward contract (CAD)C$1,652$1,20510/06/22(3)Derivative liability
Foreign currency forward contract (CAD)$1,284C$1,65210/06/2283 Derivative asset
Foreign currency forward contract (CAD)$1,257C$1,72201/09/233 Derivative asset
Foreign currency forward contract (DKK)7,318kr.$96410/06/22(1)Derivative liability
Foreign currency forward contract (DKK)$1,0267,318kr.10/06/2263 Derivative asset
Foreign currency forward contract (DKK)$9827,401kr.01/09/231 Derivative asset
Foreign currency forward contract (EUR)€171,045$167,47510/06/22(144)Derivative liability
Foreign currency forward contract (EUR)$180,540€171,04510/06/2213,209 Derivative asset
Foreign currency forward contract (EUR)$169,009€171,26101/09/23145 Derivative asset
Foreign currency forward contract (GBP)£47,988$53,04010/06/22375 Derivative asset
Foreign currency forward contract (GBP)$58,269£47,98810/06/224,853 Derivative asset
Foreign currency forward contract (GBP)$55,713£50,39701/09/23(460)Derivative liability
Foreign currency forward contract (NZD)NZ$7,465$4,25710/06/22(47)Derivative liability
Foreign currency forward contract (NZD)$4,646NZ$7,46510/06/22436 Derivative asset
Foreign currency forward contract (NZD)$4,348NZ$7,62201/09/2347 Derivative asset
Foreign currency forward contract (NOK)39,724kr$3,71910/06/22(67)Derivative liability
Foreign currency forward contract (NOK)$4,06039,724kr10/06/22409 Derivative asset
Foreign currency forward contract (NOK)$3,54437,988kr01/09/2344 Derivative asset
Foreign currency forward contract (SEK)5,656kr$50510/06/223 Derivative asset
Foreign currency forward contract (SEK)$5605,656kr10/06/2252 Derivative asset
Foreign currency forward contract (SEK)$5125,694kr01/09/23(3)Derivative liability
Foreign currency forward contract (CHF)18,960Fr.$19,38810/06/22(128)Derivative liability
Foreign currency forward contract (CHF)$19,95718,960Fr.10/06/22697 Derivative asset
Foreign currency forward contract (CHF)$19,49118,873Fr.01/09/23122 Derivative asset
Total$22,716 
72
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2021
($ in thousands)
Description
Notional Amount to be PurchasedNotional Amount to be SoldMaturity DateGross Amount of Recognized Assets (Liabilities)Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)A$20,975$15,07601/06/22$171 Derivative asset
Foreign currency forward contract (AUD)$15,106A$20,97501/06/22(142)Derivative liability
Foreign currency forward contract (AUD)$15,068A$20,96104/08/22(172)Derivative liability
Foreign currency forward contract (CAD)$749$58601/06/225 Derivative asset
Foreign currency forward contract (CAD)$587$74901/06/22(4)Derivative liability
Foreign currency forward contract (CAD)$633$80804/08/22(6)Derivative liability
Foreign currency forward contract (DKK)2,141kr.$32601/06/221 Derivative asset
Foreign currency forward contract (DKK)$3352,141kr.01/06/227 Derivative asset
Foreign currency forward contract (DKK)$3232,114kr.04/08/22(2)Derivative liability
Foreign currency forward contract (EUR)€47,857$54,21301/06/22243 Derivative asset
Foreign currency forward contract (EUR)$55,239€47,85701/06/22783 Derivative asset
Foreign currency forward contract (EUR)$111,330€98,20104/08/22(634)Derivative liability
Foreign currency forward contract (GBP)£8,817$11,74401/06/22197 Derivative asset
Foreign currency forward contract (GBP)£2,000$2,66401/07/2245 Derivative asset
Foreign currency forward contract (GBP)$11,828£8,81701/06/22(112)Derivative liability
Foreign currency forward contract (GBP)$2,717£2,00001/07/228 Derivative asset
Foreign currency forward contract (GBP)$13,907£10,44604/08/22(234)Derivative liability
Foreign currency forward contract (NZD)NZ$610,086$41501/06/223 Derivative asset
Foreign currency forward contract (NZD)$419NZ$610,08601/06/221 Derivative asset
Foreign currency forward contract (NZD)$416NZ$613,90104/08/22(3)Derivative liability
Foreign currency forward contract (SEK)5,421kr$60001/07/22— Derivative liability
Foreign currency forward contract (SEK)$6175,421kr01/07/2217 Derivative asset
Foreign currency forward contract (SEK)$6075,483kr04/08/22— Derivative liability
Foreign currency forward contract (CHF)17,957Fr.$19,53001/06/22162 Derivative asset
Foreign currency forward contract (CHF)103Fr.$11301/07/22— Derivative asset
Foreign currency forward contract (CHF)$19,26417,957Fr.01/06/22(428)Derivative liability
Foreign currency forward contract (CHF)$113103Fr.01/07/22— Derivative asset
Foreign currency forward contract (CHF)$19,85318,212Fr.04/08/22(168)Derivative liability
Total$(262)
As of September 30, 2022 and December 31, 2021, the total fair value of the Company's foreign currency forward contracts was $22.7 million and $(0.3) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021 are shown in the following table:
Three Months EndedThree Months EndedNine Months
 Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Forward currency contracts$12,721 $677 $16,284 $677 
73
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021 are shown in the following table:
Three Months EndedThree Months EndedNine Months
 Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Forward currency contracts$8,841 $72 $22,978 $820 

74
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 September 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 September 30, 2022 and December 31, 2021 were as follows:
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Acclime Holdings HK Limited(1)(2)Delayed Draw Term Loan$— $148 
Acclime Holdings HK Limited(1)(2)Delayed Draw Term Loan— 812 
Accurus Aerospace Corporation(1)Revolver1,383 — 
Air Comm Corporation, LLC(1)Delayed Draw Term Loan— 11 
Air Comm Corporation, LLC(1)Delayed Draw Term Loan— 2,760 
Amtech LLC(1)Delayed Draw Term Loan1,818 1,818 
Amtech LLC(1)Revolver364 455 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver424 4,001 
AnalytiChem Holding GmbH(1)(2)(3)Incremental Term Loan1,083 — 
APC1 Holding(1)(2)(3)Delayed Draw Term Loan490 — 
Aquavista Watersides 2 LTD(1)(2)(4)Bridge Revolver— 233 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,202 1,459 
Arc Education(1)(2)(3)Delayed Draw Term Loan3,478 — 
Argus Bidco Limited(1)(2)(4)CAF Term Loan1,465 — 
Argus Bidco Limited(1)(2)(4)Bridge Term Loan311 — 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan983 1,192 
ASC Communications, LLCRevolver647 — 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,434 1,622 
AWP Group Holdings, Inc.(1)(2)Delayed Draw Term Loan233 233 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan962 962 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Bariacum S.A(1)(2)(3)Acquisition Facility882 1,023 
Bearcat Buyer, Inc.(1)Delayed Draw Term Loan— 96 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,573 
BigHand UK Bidco Limited(1)(2)(4)Acquisition Facility— 147 
Bounteous, Inc.(1)Delayed Draw Term Loan2,697 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan258 602 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan173 201 
BrightSign LLC(1)Revolver1,109 1,109 
British Engineering Services Holdco Limited(1)(2)(4)Bridge Revolver— 46 
British Engineering Services Holdco Limited(1)(2)(4)Acquisition Facility362 1,729 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan288 440 
Centralis Finco S.a.r.l.(1)(2)(3)Incremental CAF Term Loan274 73 
Ceres Pharma NV(1)(2)(3)Delayed Draw Term Loan1,330 1,544 
CGI Parent, LLC(1)Revolver1,653 — 
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan5,143 788 
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan284 — 
Coastal Marina Holdings, LLC(1)(2)PIK Tranche B Term Loan656 656 
Coastal Marina Holdings, LLC(1)(2)Tranche A Term Loan1,788 1,788 
Command Alkon (Project Potter Buyer, LLC)(1)(2)Delayed Draw Term Loan— 13,153 
75
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Comply365, LLC(1)Revolver575 — 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan927 1,076 
Crash Champions, LLC(1)Delayed Draw Term Loan— 4,518 
Dart Buyer, Inc(1)Delayed Draw Term Loan— 441 
DecksDirect, LLC(1)(2)Revolver218 218 
Direct Travel, Inc.(1)Delayed Draw Term Loan225 225 
DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility154 179 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,390 1,614 
Dwyer Instruments, Inc.(1)(2)Delayed Draw Term Loan4,513 987 
Eclipse Business Capital, LLC(1)Revolver11,679 8,342 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan8,492 10,678 
EMI Porta Holdco LLC(1)(2)Revolver1,769 2,542 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan92 209 
eShipping, LLC(1)Delayed Draw Term Loan1,274 1,274 
eShipping, LLC(1)Revolver743 616 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan641 — 
Express Wash Acquisition Company, LLC(1)(2)Delayed Draw Term Loan583 — 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan53 95 
FineLine Systems(1)Delayed Draw Term Loan478 478 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan711 — 
FragilePak LLC(1)Delayed Draw Term Loan4,649 4,649 
Glacis Acquisition S.A.R.L.(1)(2)(3)Delayed Draw Term Loan6,792 10,751 
Global Academic Group Limited(1)(2)(7)Term Loan403 — 
GPZN II GmbH(1)(2)(3)CAF Term Loan514 — 
Graphpad Software, LLC(1)(2)Delayed Draw Term Loan2,602 2,602 
Greenhill II BV(1)(2)(3)Capex Acquisition Facility234 — 
HeartHealth Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan297 — 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan148 364 
Heartland, LLC(1)(2)Delayed Draw Term Loan710 892 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))(1)(2)(3)Committed Additional Facility— 1,206 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,691 — 
HTI Technology & Industries(1)(2)Revolver1,128 — 
HW Holdco, LLC (Hanley Wood LLC)(1)(2)Delayed Draw Term Loan1,074 1,840 
IGL Holdings III Corp.(1)Delayed Draw Term Loan— 337 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan183 289 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility133 155 
Interstellar Group B.V.(1)(2)(3)Delayed Draw Term Loan2,405 — 
Interstellar Group B.V.(1)(2)(3)Delayed Draw Term Loan219 — 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility186 333 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility3,391 — 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan103 103 
ITI Intermodal, Inc.(1)(2)Revolver118 124 
Jaguar Merger Sub Inc.(1)(2)Delayed Draw Term Loan3,763 1,961 
Jaguar Merger Sub Inc.(1)(2)Revolver490 490 
Jeeves Information Systems AB(1)(3)Delayed Draw Term Loan— 8,936 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility673 — 
76
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Jones Fish Hatcheries & Distributors LLC(1)Revolver418 — 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan724 724 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan860 860 
LAF International(1)(3)Acquisition Facility— 114 
Lambir Bidco Limited(1)(2)(3)Bridge Revolver— 436 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan751 872 
Lattice Group Holdings Bidco Limited(1)Delayed Draw Term Loan298 — 
LeadsOnline, LLC(1)Revolver1,952 — 
LivTech Purchaser, Inc.(1)Delayed Draw Term Loan60 145 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan22 405 
Marmoutier Holding B.V.(1)(2)(3)Revolver140 162 
Marshall Excelsior Co.(1)(2)Revolver216 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan1,291 1,291 
Mercell Holding AS(1)(2)(8)Bridge Term Loan255 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility850 — 
Mertus 522. GmbH(1)(2)(3)Acquisition Facility2,520 6,564 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Capex Term Loan56 63 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan132 160 
Narda Acquisitionco., Inc.(1)(2)Revolver1,006 1,059 
Navia Benefit Solutions, Inc.(1)Delayed Draw Term Loan— 2,141 
Nexus Underwriting Management Limited(1)(2)(4)Revolver— 82 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility1,164 1,533 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility971 — 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan849 — 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)Revolver802 — 
OG III B.V.(1)(2)(3)Accordion Facility879 1,355 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan3,407 929 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 4,955 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan1,008 — 
Options Technology Ltd.(1)(2)Delayed Draw Term Loan1,406 1,406 
OSP Hamilton Purchaser, LLC(1)Revolver187 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 Loan4,320 4,320 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class A73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class B73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class C73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class D73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class E3,709 — 
Polara Enterprises, L.L.C.(1)Revolver947 545 
Policy Services Company, LLC(1)(2)Delayed Draw Term Loan— 6,579 
Premium Invest(1)(2)(3)Delayed Draw Term Loan5,486 569 
77
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
ProfitOptics, LLC(1)(2)Revolver194 — 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan234 272 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan667 — 
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)Accordion Facility2,705 714 
Questel Unite(1)(2)(3)Incremental Term Loan2,479 2,878 
Rep Seko Merger Sub LLC(1)(2)Delayed Draw Term Loan666 1,043 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility710 1,354 
Riedel Beheer B.V.(1)(2)(3)Revolver— 230 
Riedel Beheer B.V.(1)(2)(3)Delayed Draw Term Loan— 153 
ROI Solutions LLC(1)Delayed Draw Term Loan— 711 
Royal Buyer, LLC(1)(2)Delayed Draw Term Loan2,945 — 
Royal Buyer, LLC(1)(2)Revolver1,787 — 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,730 2,889 
Sanoptis S.A.R.L.(1)(2)(3)Acquisition Capex Facility5,726 5,316 
Scaled Agile, Inc.(1)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)Revolver336 336 
Scout Bidco B.V.(1)(2)(3)Delayed Draw Term Loan1,042 — 
Scout Bidco B.V.(1)(2)(3)Revolver473 — 
Sereni Capital NV(1)(2)(3)Term Loan220 — 
Simulation Software Investment Company Pty Ltd(1)(2)Delayed Draw Term Loan408 — 
Smartling, Inc.(1)Delayed Draw Term Loan2,076 2,076 
Smartling, Inc.(1)Revolver1,038 1,038 
Springbrook Software (SBRK Intermediate, Inc.)(1)(2)Delayed Draw Term Loan— 558 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan418 507 
Superjet Buyer, LLC(1)Revolver1,825 1,825 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,770 1,770 
Syntax Systems Ltd(1)(2)Revolver309 521 
Tank Holding Corp(1)Revolver655 — 
Techone B.V.(1)(2)(3)Delayed Draw Term Loan639 752 
Techone B.V.(1)(2)(3)Revolver95 200 
Tencarva Machinery Company, LLC(1)Delayed Draw Term Loan— 886 
Tencarva Machinery Company, LLC(1)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan4,195 4,195 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver1,233 1,233 
The Cleaver-Brooks Company, Inc.(1)(2)Revolver2,214 — 
The Hilb Group, LLC(1)(2)Delayed Draw Term Loan4,731 5,954 
Truck-Lite Co., LLC(1)(2)Delayed Draw Term Loan— 4,488 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan2,381 2,314 
Union Bidco Limited(1)(2)(4)Acquisition Facility239 — 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility1,384 — 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan3,371 — 
78
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
VP Holding Company(1)(2)Delayed Draw Term Loan4,100 — 
VP Holding Company(1)(2)Delayed Draw Term Loan8,230 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan487 712 
Waccamaw River(2)Joint Venture2,480 11,280 
Woodland Foods, LLC(1)(2)Line of Credit573 1,499 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan4,402 — 
ZB Holdco LLC(1)Delayed Draw Term Loan1,352 — 
ZB Holdco LLC(1)Revolver845 — 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,168 — 
Zeppelin Bidco Limited(1)(2)(4)Revolver245 — 
Total unused commitments to extend financing$221,268 $215,494 

(1)The Adviser's estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company's current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the nine months ended September 30, 2022 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021:
 Nine Months
Ended		For the period from May 10, 2021 (commencement of operations) to
($ in thousands, except share and per share amounts)September 30, 2022September 30, 2021
Per share data:
Net asset value at beginning of period$20.58 $— 
Net investment income(1)1.42 0.75 
Net realized loss on investments / foreign currency transactions(1)0.20 (0.06)
Net unrealized appreciation on investments / foreign currency transactions(1)(0.08)0.14 
Total increase from investment operations(1)1.54 0.83 
Dividends declared from net investment income(1.21)(0.40)
Dividends declared from realized gains(0.08)— 
Total dividends declared(1.29)(0.40)
Issuance of common stock— 20.00 
Net asset value at end of period$20.83 $20.43 
Shares outstanding at end of period51,995,302 34,693,370 
Net assets at end of period$1,083,298 $708,891 
Average net assets$973,609 $495,338 
Ratio of total expenses, prior to waiver of base management fee, to average net assets (annualized)(2)(3)5.25 %3.54 %
Ratio of total expenses, net of base management fee waived, to average net assets (annualized)(2)(3)5.25 %2.77 %
Ratio of net investment income to average net assets (annualized)(2)(3)9.30 %9.48 %
Portfolio turnover ratio (annualized)11.79 %11.18 %
Total return(4)7.56 %4.16 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies.
(3)Reflects annualized amounts. For the period from May 10, 2021 (commencement of operations) to September 30, 2021, reflects annualized amounts except in the case of non-recurring expenses (e.g. initial organization expenses and offering costs).
(4)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 September 30, 2021, beginning NAV is assumed to be the first share issuance at $20.00 per share.
9. SUBSEQUENT EVENTS
Subsequent to September 30, 2022, the Company made approximately $162.6 million of new commitments, of which $129.1 million closed and funded. The $129.1 million of investments consists of $128.3 million of first lien senior secured debt investments and $0.8 million of equity investments. The weighted average yield of the debt investments was 9.7%. In addition, the Company funded $19.5 million of previously committed delayed draw term loans.
Subsequent to September 30, 2022, the Company placed its debt investment in Core Scientific Inc. (“Core Scientific”) on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, the Company will no longer recognize interest income on its debt investment in Core Scientific for financial reporting purposes.
On October 3, 2022, the Company issued and sold 153,576.57 shares of its common stock, for an aggregate offering price of $3.2 million at a price per share of $20.83, 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.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
On October 13, 2022, the Board declared regular monthly distributions for October 2022 through December 2022. The regular monthly cash distributions, each in the gross amount of $0.15 per share are payable on October 28, 2022, November 29, 2022, and December 29, 2022 to stockholders of record on October 26, 2022, November 25, 2022, and December 27, 2022, respectively.
On November 10, 2022, the Board declared regular monthly distributions for January 2022 through March 2023. The regular monthly cash distributions, each in the gross amount of $0.155 per share are payable on January 30, 2023, February 27, 2023 and March 29, 2023, to stockholders of record on January 26, 2023, February 24, 2023 and March 27, 2023, respectively.
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our unaudited consolidated financial statements for the three and nine months ended September 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, including the risks of a slowing economy, rising inflation and risk of recession; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises, such as the ongoing COVID-19 pandemic, on our or our portfolio companies’ business and the U.S. and global economy; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a BDC under the 1940 Act and are externally managed by Barings LLC, or Barings, an investment adviser that is registered with the SEC under the Advisers Act. In addition, we 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.
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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 September 30, 2022 and December 31, 2021, the weighted average yield on the principal amount of our outstanding debt investments was approximately 8.6% and 6.6%, respectively.
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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.
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' $264.0 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 September 30, 2022, BIIL had approximately £16.5 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 $1,905.5 million and $1,397.6 million as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022, we had investments in 259 portfolio companies with an aggregate cost of $1,950.1 million. As of December 31, 2021, we had investments in 219 portfolio companies with an aggregate cost of $1,396.5 million. As of September 30, 2022 and December 31, 2021, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
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As of September 30, 2022 and December 31, 2021, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio
September 30, 2022:
Senior debt and 1st lien notes
$1,591,139 82 %$1,535,665 81 %
Subordinated debt and 2nd lien notes
166,123 9 161,729 8 
Structured products24,557 1 22,365 1 
Equity shares121,675 6 146,975 8 
Equity warrants4 — — — 
Investment in joint ventures46,570 2 38,726 2 
$1,950,068 100 %$1,905,460 100 %
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage 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 products19,261 2 19,566 2 
Equity shares72,534 5 75,040 5 
Investment in joint ventures45,969 3 47,011 3 
$1,396,518 100 %$1,397,648 100 %
Investment Activity
During the nine months ended September 30, 2022, we made new investments totaling $516.6 million, made additional investments in existing portfolio companies totaling $221.7 million, and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million. We had 30 loans repaid at par totaling $139.2 million and received $32.9 million of portfolio company principal payments and sale proceeds, recognizing a net loss on these transactions of $9.5 million. In addition, we received $8.3 million of return of capital from one of our joint ventures.
During the period from May 10, 2021 (commencement of operations) to September 30, 2021, we purchased the Initial Portfolio from MassMutual and CM Life for an aggregate purchase price of $602.8 million, made new investments totaling $223.9 million, made additional investments in existing portfolio companies purchased from MassMutual and CM Life totaling $71.9 million, made new joint venture equity investments totaling $39.3 million and made a $63.4 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies. We had 16 loans repaid at par totaling $80.5 million and received $3.1 million of portfolio company principal payments.
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Total portfolio investment activity for the nine months ended September 30, 2022 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021 was as follows:
Nine Months Ended
September 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Equity
Warrants		Investment in Joint VenturesTotal
Fair value, beginning of period$1,141,252 $114,779 $19,566 $75,040 $— $47,011 $1,397,648 
New investments628,306 54,870 6,000 49,041 4 8,859 747,080 
Proceeds from sales of investments(16,368)(573)— — — (8,257)(25,198)
Loan origination fees received(14,239)(829)— — — — (15,068)
Principal repayments received(153,457)(1,003)(714)— — — (155,174)
Payment-in-kind interest/dividends1,823 1,199 — 100 — — 3,122 
Accretion of loan premium/discount75 64 10 — — — 149 
Accretion of deferred loan origination revenue7,840 291 — — — — 8,131 
Realized loss(7,596)(1,894)— — — — (9,490)
Unrealized appreciation (depreciation)(51,971)(5,175)(2,497)22,794 (4)(8,887)(45,740)
Fair value, end of period$1,535,665 $161,729 $22,365 $146,975 $— $38,726 $1,905,460 
For the period from May 10, 2021 (commencement of operations) to September 30, 2021:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Equity
Shares		Investment in Joint VenturesShort-term
Investments		Total
Fair value, beginning of period$— $— $— $— $— $— 
New investments282,527 10,580 66,180 39,320 152,000 550,607 
Investments purchased from MassMutual496,205 106,633 — — — 602,838 
Loan origination fees received(7,039)(170)— — — (7,209)
Principal repayments received(45,930)(37,622)— — — (83,552)
Payment-in-kind interest earned92 5 — — — 97 
Accretion of loan discount— 2 — — — 2 
Accretion of deferred loan origination revenue2,449 725 — — — 3,174 
Realized gain(46)(69)— — — (115)
Unrealized appreciation (depreciation)(3,146)497 (20)95 — (2,574)
Fair value, end of period$725,112 $80,581 $66,160 $39,415 $152,000 $1,063,268 
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 both September 30, 2022 and December 31, 2021, we had no non-accrual assets.

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Results of Operations
For the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021
Operating results for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021 were as follows:
Three Months
 Ended		Three Months
 Ended		Nine Months
Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Investment income:
Total investment income$42,338 $16,967 $106,192 $23,780 
Total operating expenses18,185 4,825 38,419 6,931 
Base management fee waived— (1,489)— (1,489)
Net operating expenses18,185 3,336 38,419 5,442 
Net investment income before taxes24,153 13,631 67,773 18,338 
Income taxes, including excise tax expense(116)— (112)— 
Net investment income after taxes24,269 13,631 67,885 18,338 
Net realized gains (losses)5,811 340 7,164 (470)
Net unrealized appreciation (depreciation)(4,140)(426)(4,010)3,479 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions1,671 (86)3,154 3,009 
Net increase in net assets resulting from operations$25,940 $13,545 $71,039 $21,347 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
 Ended		Three Months
 Ended		Nine Months
Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Investment income:
Total interest income$33,003 $11,877 $80,867 $17,831 
Total dividend income3,996 2,227 11,787 2,227 
Total fee and other income4,077 2,766 10,351 3,588 
Total payment-in-kind interest income1,259 97 3,183 134 
Interest income from cash3 — 4 — 
Total investment income$42,338 $16,967 $106,192 $23,780 
The change in investment income for the three and nine months ended September 30, 2022, as compared to the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021, was primarily due to an increase in the average size our portfolio from higher base rates, an increase in the weighted average yield on the 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 $1,764.0 million as of September 30, 2022, as compared to $820.1 million as of September 30, 2021. The weighted average yield on the principal amount of our outstanding debt investments was 8.6% as of September 30, 2022, as compared to 6.6% as of September 30, 2021. For the three and nine months ended September 30, 2022, dividends from portfolio companies and joint venture investments were $4.0 million and $11.8 million, respectively. For the three and nine months ended September 30, 2022, acceleration of unamortized OID income and unamortized loan origination fee totaled $1.4 million and $3.2 million, respectively, as compared to $1.1 million for both the three months ended September 30, 2021 and the period from May 10, 2021 (commencement of operations) to September 30, 2021. For the three and nine months ended September 30, 2022, PIK interest income was $1.3 million and $3.2 million, respectively, as compared to $97,000 and $134,000 for the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, respectively.
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Operating Expenses
Three Months
 Ended		Three Months
 Ended		Nine Months
Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Operating expenses:
Interest and other financing fees$11,322 $2,578 $23,844 $3,472 
Base management fees3,243��1,489 8,262 2,176 
Incentive fee2,127 — 2,127 — 
Other general and administrative expenses1,493 758 4,186 1,283 
Total operating expenses$18,185 $4,825 $38,419 $6,931 
Base management fee waived— (1,489)— (1,489)
Net operating expenses$18,185 $3,336 $38,419 $5,442 
Interest and Other Financing Fees
Interest and other financing fees during the three and nine months ended September 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 during the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021 were attributable to borrowings under the Revolving Credit Facility and the July 2026 Notes. The weighted average interest on the Revolving Credit Facility was 4.6% as of September 30, 2022, as compared to 2.1% as of September 30, 2021.
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 nine months ended September 30, 2022, the amount of base management fee incurred was approximately $3.2 million and $8.3 million, respectively. For the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, the amount of base management fee incurred was approximately $1.5 million and $2.2 million, respectively. Barings voluntarily agreed to waive the base management fee of $1.5 million for the three months ended September 30, 2021, which resulted in a net base management fee of $0.7 million for the period from May 10, 2021 (commencement of operations) to September 30, 2021 after taking into account the waiver.
Incentive Fee
Under the Advisory Agreement, we pay Barings an incentive fee. 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” in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the hurdle amount in respect of the Trailing Twelve Months. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Advisory Agreement and the fee arrangements thereunder. For both the three and nine months ended September 30, 2022, the amount of incentive fee incurred was approximately, $2.1 million. For the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, we did not incur any incentive fees.
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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 nine months ended September 30, 2022, the amount of administration expense incurred and invoiced by Barings for expenses was $0.5 million and $1.4 million, respectively. For both the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021, the amount of administration expense incurred and invoiced by Barings for expenses was $0.2 million. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include Board fees, D&O insurance costs, offering costs, legal and accounting expenses and other costs related to our operations.
Net Realized Gains (Losses)
Net realized gains (losses) during the three and nine months ended September 30, 2022 and during the three months ended September 30, 2021 and for the period from May 10, 2021 (commencement of operations) to September 30, 2021 were as follows:
Three Months
 Ended		Three Months
 Ended		Nine Months
Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Net realized gains (losses):
Non-Control / Non-Affiliate investments$(6,965)$(116)$(9,490)$(116)
Net realized gains (losses) on investments(6,965)(116)(9,490)(116)
Foreign currency transactions12,776 456 16,654 (354)
Net realized gains (losses)$5,811 $340 $7,164 $(470)
    
During the three months ended September 30, 2022, we recognized net realized gains totaling $5.8 million, which consisted primarily of a net gain on foreign currency transactions of $12.8 million, partially offset by a net loss on our loan portfolio of $7.0 million. During the nine months ended September 30, 2022, we recognized net realized gains totaling $7.2 million, which consisted primarily of a net gain on foreign currency transactions of $16.7 million, partially offset by a net loss on our loan portfolio of $9.5 million.
During the three months ended September 30, 2021, we recognized net realized gains totaling $0.3 million, which consisted primarily of a net gain on foreign currency transactions of $0.5 million, partially offset by a net loss on our loan portfolio of $0.1 million. During the period from May 10, 2021 (commencement of operations) to September 30, 2021, we recognized net realized losses totaling $0.5 million, which consisted primarily of a net loss on foreign currency transactions of $0.4 million and a net loss on our loan portfolio of $0.1 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021and for the period from May 10, 2021 (commencement of operations) to September 30, 2021 were as follows:
Three Months
 Ended		Three Months
 Ended		Nine Months
Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments$(25,471)$(3,572)$(60,753)$(2,793)
Affiliate investments4,937 219 14,894 219 
Net unrealized appreciation (depreciation) on investments(20,534)(3,353)(45,859)(2,574)
Foreign currency transactions16,394 2,927 41,849 6,053 
Net unrealized appreciation (depreciation)$(4,140)$(426)$(4,010)$3,479 
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During the three months ended September 30, 2022, we recorded net unrealized depreciation totaling $4.1 million, consisting of net unrealized depreciation on our current portfolio of $27.7 million, partially offset by net unrealized appreciation reclassification adjustments of $7.1 million and net unrealized appreciation related to foreign currency transactions of $16.4 million. The net unrealized depreciation on our current portfolio of $27.7 million was driven primarily by the impact of foreign currency exchange rates on investments of $26.6 million and broad market moves for investments of $7.2 million, partially offset by the credit or fundamental performance of investments of $6.1 million.
During the nine months ended September 30, 2022, we recorded net unrealized depreciation totaling $4.0 million, consisting of net unrealized depreciation on our current portfolio of $52.0 million and deferred tax liability of $0.1 million, partially offset by net unrealized appreciation related to foreign currency transactions of $41.8 million and net unrealized appreciation reclassification adjustments of $6.3 million. The net unrealized depreciation on our current portfolio of $52.0 million was driven primarily by the impact of foreign currency exchange rates on investments of $54.6 million and broad market moves for investments of $20.7 million, partially offset by credit or fundamental performance of investments of $23.3 million.
During the three months ended September 30, 2021, we recorded net unrealized depreciation totaling $0.4 million, consisting of net unrealized depreciation on our current portfolio of $2.7 million and net unrealized depreciation reclassification adjustments of $0.7 million, partially offset by net unrealized appreciation related to foreign currency transactions of $2.9 million. The net unrealized depreciation on our current portfolio of $2.7 million was driven primarily by the impact of foreign currency exchange rates on investments of $3.9 million and the credit or fundamental performance of investments of $0.2 million, partially offset by broad market moves for investments of $1.4 million.
During the period from May 10, 2021 (commencement of operations) to September 30, 2021, we recorded net unrealized appreciation totaling $3.5 million, consisting of net unrealized appreciation related to foreign currency transactions of $6.1 million, partially offset by net unrealized depreciation on our current portfolio of $1.9 million and net unrealized depreciation reclassification adjustments of $0.7 million. The net unrealized depreciation on our current portfolio of $1.9 million was driven primarily by the impact of foreign currency exchange rates on investments of $6.0 million and the credit or fundamental performance of investments of $0.1 million, partially offset by broad market moves for investments of $4.2 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 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 208.6% as of September 30, 2022.
Cash Flows
For the nine months ended September 30, 2022, we experienced a net increase in cash in the amount of $17.6 million. During that period, our operating activities used $503.0 million in cash, consisting primarily of purchases of portfolio investments of $747.7 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $165.5 million. In addition, our financing activities provided net cash of $520.6 million, consisting primarily of net borrowings of $188.8 million under the Revolving Credit Facility, net proceeds from the issuance of the May 2027 Notes of $154.6 million and proceeds from the issuance of common stock of $239.7 million, partially offset by dividends paid in the amount of $61.6 million. As of September 30, 2022, we had $141.1 million of cash on hand, including foreign currencies.
For the period from May 10, 2021 (commencement of operations) to September 30, 2021, we experienced a net increase in cash in the amount of $69.2 million. During that period, our operating activities used $1,048.8 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, purchases of portfolio investments of $391.3 million and purchases of short-term investments of $152.0 million, partially offset by proceeds from sales of portfolio investments totaling $83.0 million. In addition, our financing activities provided $1,118.0 million of cash, consisting primarily of net borrowings of $317.7 million under the Revolving Credit Facility, net proceeds of $112.7 million from the issuance of the July 2026 Notes (each as defined below under “Financing Transactions”) and proceeds from the issuance of common stock of $700.0 million, partially offset by dividends paid in the amount of $12.4 million. As of September 30, 2021, we had $69.2 million of cash on hand, including foreign currencies.
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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 September 30, 2022, we were in compliance with all covenants of the Revolving Credit Facility.
As of September 30, 2022, we had U.S. dollar borrowings of $556.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 4.955% (one month SOFR of 2.577%), borrowings denominated in British pounds sterling of £30.2 million ($33.7 million U.S. dollars) with a weighted average interest rate of 3.606% (weighted average one month adjusted cumulative compounded SONIA of 1.274%), borrowings denominated in Australian dollars of A$12.1 million ($7.7 million U.S. dollars) with an interest rate of 4.441% (one month BBSW of 2.291%), borrowings denominated in Canadian dollars of C$5.4 million ($3.9 million U.S. dollars) with an interest rate of 5.623% (one month CDOR of 3.473%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.5 million U.S. dollars) with an interest rate of 5.560% (one month NZBB of 3.160%) and borrowings denominated in Euros of €89.6 million ($87.8 million U.S. dollars) with an interest rate of 2.405% (one month EURIBOR of 0.238%). 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
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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 Series D Notes, on May 10, 2022, we entered into a $100.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2022, the interest rate swap had a fair value of $(4.7) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative asset or derivative liability on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes.
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In connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2022, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative asset or derivative liability on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Share Repurchase Program
At the discretion of the Board, we commenced a share repurchase program in which we may 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 nine months ended September 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 monthly basis, although the frequency of such distributions may vary.
We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, when we declare a cash dividend, stockholders who have not opted out of the DRIP will have their dividends automatically reinvested in shares of our common stock, rather than receiving cash dividends.
We 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.
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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 September 30, 2022, we made approximately $162.6 million of new commitments, of which $129.1 million closed and funded. The $129.1 million of investments consists of $128.3 million of first lien senior secured debt investments and $0.8 million of equity investments. The weighted average yield of the debt investments was 9.7%. In addition, we funded $19.5 million of previously committed delayed draw term loans.
Subsequent to September 30, 2022, we placed our debt investment in Core Scientific Inc. (“Core Scientific”) on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, we will no longer recognize interest income on our debt investment in Core Scientific for financial reporting purposes.
On October 3, 2022, we issued and sold 153,576.57 shares of its common stock, for an aggregate offering price of $3.2 million at a price per share of $20.83, 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 October 13, 2022, the Board declared regular monthly distributions for October 2022 through December 2022. The regular monthly cash distributions, each in the gross amount of $0.15 per share are payable on October 28, 2022, November 29, 2022, and December 29, 2022 to stockholders of record on October 26, 2022, November 25, 2022, and December 27, 2022, respectively.
On November 10, 2022, the Board declared regular monthly distributions for January 2022 through March 2023. The regular monthly cash distributions, each in the gross amount of $0.155 per share are payable on January 30, 2023, February 27, 2023 and March 29, 2023, to stockholders of record on January 26, 2023, February 24, 2023 and March 27, 2023, respectively.
Critical Accounting Policies and Use of Estimates
The preparation of our unaudited financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods covered by such financial statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an ongoing basis, we evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.
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.
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As of September 30, 2022, our investment portfolio, valued at fair value in accordance with the Board-approved valuation policies, represented approximately 176% 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, the Adviser determines the fair value of our investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company.
There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of our Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
The Board must determine fair value in good faith for any or all of our investments for which market quotations are not readily available. The Board may choose to designate our investment adviser to perform the fair value determination relating to such investments. The Board has designated Barings as valuation designee to perform the fair value determinations relating to the value of these assets. Barings has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets we hold. Barings uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, Barings will utilize alternative methods in accordance with internal pricing procedures established by Barings' pricing committee.
At least annually, Barings conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While Barings is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process Barings continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. Barings believes
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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 independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and Barings will determine the point within that range that it will use in making valuation recommendations touse. If 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 BoardBarings 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’stockholders' best interests, to request thean 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 BoardBarings determines 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 recentlyhas 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 willBarings implemented enhanced processes to comply with the new rule’s valuation requirements on or before the SEC’s September 8, 2022 compliance date in 2022.date.
Valuation Techniques
OurThe Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect ourthe Adviser’s market assumptions. OurThe Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, wethe Adviser will utilize alternative approaches such as broker quotes or manual prices. We attemptThe Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investments in Thompson Rivers LLC and Waccamaw River LLC
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As Thompson Rivers LLC and Waccamaw River LLC are investment companies with no readily determinable fair values, the Adviser estimates 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
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loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The cessation of recognition of such interest will negatively impact the reported fair value of the investment. We write off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
We may have to include interest income in our ICTI, including 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”)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 nine months ended September 30, 2022 and for the period from May 10, 2021 (commencement of operations) to JuneSeptember 30, 2021 waswere as follows:
For the period from May 10, 2021 (commencement of operations) to
June 30, 2021
Recurring Fee Income:
Amortization of loan origination fees$692,407 
Management, valuation and other fees40,070 
Total Recurring Fee Income732,477 
Non-Recurring Fee Income:
Acceleration of unamortized loan origination fees13,991 
Advisory, loan amendment and other fees75,735 
Total Non-Recurring Fee Income89,726 
Total Fee Income$822,203
Three Months
 Ended		Three Months
 Ended		Nine Months
Ended		For the period from
May 10, 2021
(commencement of
operations) to
($ in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Recurring Fee Income:
Amortization of loan origination fees$1,796 $1,372 $4,975 $2,065 
Management, valuation and other fees464 90 1,283 130 
Total Recurring Fee Income2,260 1,462 6,258 2,195 
Non-Recurring Fee Income:
Prepayment fees230 156 241 156 
Acceleration of unamortized loan origination fees1,346 1,096 3,156 1,109 
Advisory, loan amendment and other fees241 52 696 128 
Total Non-Recurring Fee Income1,817 1,304 4,093 1,393 
Total Fee Income$4,077 $2,766 $10,351 $3,588 
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.
50

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
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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.
Off-Balance Sheet ArrangementsUnused 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 JuneSeptember 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 JuneSeptember 30, 2022 and December 31, 2021 waswere as follows:
Portfolio Company(1)Investment TypeJune 30, 2021
Air Comm Corporation, LLCDelayed Draw Term Loan$405,405 
Anju Software, Inc.Delayed Draw Term Loan366,241 
AWP Group Holdings, Inc.Delayed Draw Term Loan233,462 
Bearcat Buyer, Inc.Delayed Draw Term Loan96,161 
Bidwax(2)(3)Acquisition Capex Facility237,180 
BigHand UK Bidco Limited(2)(4)Acquisition Capex Facility150,129 
British Engineering Services Holdco Limited(2)(4)Bridge Revolver47,052 
Canadian Orthodontic Partners Corp.(2)(6)Delayed Draw Term Loan448,717 
Centralis Finco S.a.r.l.(2)(3)Acquisition Facility76,093 
Classic Collision (Summit Buyer, LLC)Delayed Draw Term Loan4,218,930 
Contabo Finco S.À R.L(2)(3)Capex Term Loan53,862 
Crash Champions, LLC(2)Delayed Draw Term Loan2,705,781 
Dart Buyer, IncDelayed Draw Term Loan440,271 
Direct Travel, Inc.Delayed Draw Term Loan264,998 
DreamStart BidCo SAS (d/b/a SmartTrade)(2)(3)Facility280,210 
EPS NASS Parent, Inc.(2)Delayed Draw Term Loan208,715 
F24 (Stairway BidCo GmbH)(2)(3)Acquisition Term Loan98,653 
FineLine SystemsDelayed Draw Term Loan478,015 
Foundation Risk Partners, Corp.(2)Delayed Draw Term Loan822,023 
Foundation Risk Partners, Corp.(2)Delayed Draw Term Loan212,753 
Foundation Risk Partners, Corp.(2)Delayed Draw Term Loan980,904 
FragilePak LLC(2)Delayed Draw Term Loan4,648,506 
Heartland, LLCDelayed Draw Term Loan796,469 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))(2)(3)Committed Additional Facility2,959,110 
Home Care Assistance, LLCDelayed Draw Term Loan302,439 
IGL Holdings III Corp.Delayed Draw Term Loan942,242 
IM Square(2)(3)Acquisition Facility3,320,522 
Innovad Group II BV(2)(3)Delayed Draw Term Loan301,261 
INOS 19-090 GmbH(2)(3)Acquisition Facility161,265 
Ipsen International Holding GmbH(2)(3)Acquisition Term Loan18,151 
Isolstar Holding NV (IPCOM)(2)(3)Accordion Facility347,346 
Kano Laboratories LLCDelayed Draw Term Loan723,934 
LAF International(2)(3)Acquisition Facility118,590 
LivTech Purchaser, Inc.Delayed Draw Term Loan145,129 
Metis BidCo Pty Limited(2)(5)Capex Term Loan71,316 
Modern Star Holdings Bidco Pty Limited(2)(5)Capex Term Loan137,429 
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Acclime Holdings HK Limited(1)(2)Delayed Draw Term Loan$— $148 
Acclime Holdings HK Limited(1)(2)Delayed Draw Term Loan— 812 
Accurus Aerospace Corporation(1)Revolver1,383 — 
Air Comm Corporation, LLC(1)Delayed Draw Term Loan— 11 
Air Comm Corporation, LLC(1)Delayed Draw Term Loan— 2,760 
Amtech LLC(1)Delayed Draw Term Loan1,818 1,818 
Amtech LLC(1)Revolver364 455 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver424 4,001 
AnalytiChem Holding GmbH(1)(2)(3)Incremental Term Loan1,083 — 
APC1 Holding(1)(2)(3)Delayed Draw Term Loan490 — 
Aquavista Watersides 2 LTD(1)(2)(4)Bridge Revolver— 233 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,202 1,459 
Arc Education(1)(2)(3)Delayed Draw Term Loan3,478 — 
Argus Bidco Limited(1)(2)(4)CAF Term Loan1,465 — 
Argus Bidco Limited(1)(2)(4)Bridge Term Loan311 — 
ASC Communications, LLCRevolver647 — 
Astra Bidco Limited(1)(2)(4)Delayed Draw Term Loan983 1,192 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,434 1,622 
AWP Group Holdings, Inc.(1)(2)Delayed Draw Term Loan233 233 
Azalea Buyer, Inc.(1)(2)Delayed Draw Term Loan962 962 
Azalea Buyer, Inc.(1)(2)Revolver481 481 
Bariacum S.A(1)(2)(3)Acquisition Facility882 1,023 
Bearcat Buyer, Inc.(1)Delayed Draw Term Loan— 96 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,573 
BigHand UK Bidco Limited(1)(2)(4)Acquisition Facility— 147 
Bounteous, Inc.(1)Delayed Draw Term Loan2,697 2,697 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan258 602 
Brightpay Limited(1)(2)(3)Delayed Draw Term Loan173 201 
BrightSign LLC(1)Revolver1,109 1,109 
British Engineering Services Holdco Limited(1)(2)(4)Bridge Revolver— 46 
British Engineering Services Holdco Limited(1)(2)(4)Acquisition Facility362 1,729 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan288 440 
Centralis Finco S.a.r.l.(1)(2)(3)Incremental CAF Term Loan274 73 
Ceres Pharma NV(1)(2)(3)Delayed Draw Term Loan1,330 1,544 
CGI Parent, LLC(1)Revolver1,653 — 
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan5,143 788 
5197

Portfolio Company(1)Investment TypeJune 30, 2021
Murphy Midco Limited(2)(4)Delayed Draw Term Loan203,499 
Navia Benefit Solutions, Inc.Delayed Draw Term Loan2,716,610 
NEWCO AH(2)(3)Capex Facility88,943 
OG III B.V.(2)(3)Acquisition Capex Facility2,498,751 
Pacific Health Supplies Bidco Pty Limited(2)(5)Capex Term Loan80,776 
Patriot Growth Insurance Services, LLCDelayed Draw Term Loan868,861 
Philip Holdco 3 Pty Ltd(2)(5)Capex Term Loan130,932 
Pilot Air Freight, LLCDelayed Draw Term Loan1,374,549 
Premier Technical Services Group (PTSG, Project Graphite)(2)(4)Acquisition Facility158,110 
Premium Invest(2)(3)Acquisition Facility1,067,311 
Protego Bidco B.V.(3)Delayed Draw Term Loan283,354 
Protego Bidco B.V.(3)Delayed Draw Term Loan94,451 
PSC UK Pty Ltd.(2)(4)Incremental Facility33,789 
Questel Unite(3)Capex Acquisition Facility225,998 
REP SEKO MERGER SUB LLCDelayed Draw Term Loan1,043,086 
ROI Solutions LLCDelayed Draw Term Loan1,278,198 
Safety Products Holdings, LLCDelayed Draw Term Loan1,432,896 
Sanoptis SARL(2)(3)Acquisition Facility8,348,539 
Springbrook Software (SBRK Intermediate, Inc.)Delayed Draw Term Loan820,995 
SSCP Pegasus Midco Limited(4)Delayed Draw Term Loan517,591 
The Hilb Group, LLCDelayed Draw Term Loan781,041 
VP Holding Company(2)Delayed Draw Term Loan47,677 
W2O Holdings, Inc.Delayed Draw Term Loan1,113,522 
Total unused commitments to extend financingDelayed Draw Term Loan$53,028,743 
Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Classic Collision (Summit Buyer, LLC)(1)(2)Delayed Draw Term Loan284 — 
Coastal Marina Holdings, LLC(1)(2)PIK Tranche B Term Loan656 656 
Coastal Marina Holdings, LLC(1)(2)Tranche A Term Loan1,788 1,788 
Command Alkon (Project Potter Buyer, LLC)(1)(2)Delayed Draw Term Loan— 13,153 
Comply365, LLC(1)Revolver575 — 
Coyo Uprising GmbH(1)(2)(3)Delayed Draw Term Loan927 1,076 
Crash Champions, LLC(1)Delayed Draw Term Loan— 4,518 
Dart Buyer, Inc(1)Delayed Draw Term Loan— 441 
DecksDirect, LLC(1)(2)Revolver218 218 
Direct Travel, Inc.(1)Delayed Draw Term Loan225 225 
DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility154 179 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,390 1,614 
Dwyer Instruments, Inc.(1)(2)Delayed Draw Term Loan4,513 987 
Eclipse Business Capital, LLC(1)Revolver11,679 8,342 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan8,492 10,678 
EMI Porta Holdco LLC(1)(2)Revolver1,769 2,542 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan92 209 
eShipping, LLC(1)Delayed Draw Term Loan1,274 1,274 
eShipping, LLC(1)Revolver743 616 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan641 — 
Express Wash Acquisition Company, LLC(1)(2)Delayed Draw Term Loan583 — 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan53 95 
FineLine Systems(1)Delayed Draw Term Loan478 478 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan711 — 
FragilePak LLC(1)Delayed Draw Term Loan4,649 4,649 
Glacis Acquisition S.A.R.L.(1)(2)(3)Delayed Draw Term Loan6,792 10,751 
Global Academic Group Limited(1)(2)(7)Term Loan403 — 
GPZN II GmbH(1)(2)(3)CAF Term Loan514 — 
Graphpad Software, LLC(1)(2)Delayed Draw Term Loan2,602 2,602 
Greenhill II BV(1)(2)(3)Capex Acquisition Facility234 — 
HeartHealth Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan297 — 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan148 364 
Heartland, LLC(1)(2)Delayed Draw Term Loan710 892 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))(1)(2)(3)Committed Additional Facility— 1,206 
HTI Technology & Industries(1)(2)Delayed Draw Term Loan1,691 — 
HTI Technology & Industries(1)(2)Revolver1,128 — 
HW Holdco, LLC (Hanley Wood LLC)(1)(2)Delayed Draw Term Loan1,074 1,840 
IGL Holdings III Corp.(1)Delayed Draw Term Loan— 337 
Innovad Group II BV(1)(2)(3)Delayed Draw Term Loan183 289 
INOS 19-090 GmbH(1)(2)(3)Acquisition Facility133 155 
Interstellar Group B.V.(1)(2)(3)Delayed Draw Term Loan2,405 — 
Interstellar Group B.V.(1)(2)(3)Delayed Draw Term Loan219 — 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility186 333 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility3,391 — 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan103 103 
ITI Intermodal, Inc.(1)(2)Revolver118 124 
Jaguar Merger Sub Inc.(1)(2)Delayed Draw Term Loan3,763 1,961 
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Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Jaguar Merger Sub Inc.(1)(2)Revolver490 490 
Jeeves Information Systems AB(1)(3)Delayed Draw Term Loan— 8,936 
Jon Bidco Limited(1)(2)(7)Capex & Acquisition Facility673 — 
Jones Fish Hatcheries & Distributors LLC(1)Revolver418 — 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan724 724 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan860 860 
LAF International(1)(3)Acquisition Facility— 114 
Lambir Bidco Limited(1)(2)(3)Bridge Revolver— 436 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan751 872 
Lattice Group Holdings Bidco Limited(1)Delayed Draw Term Loan298 — 
LeadsOnline, LLC(1)Revolver1,952 — 
LivTech Purchaser, Inc.(1)Delayed Draw Term Loan60 145 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan22 405 
Marmoutier Holding B.V.(1)(2)(3)Revolver140 162 
Marshall Excelsior Co.(1)(2)Revolver216 — 
MC Group Ventures Corporation(1)(2)Delayed Draw Term Loan1,291 1,291 
Mercell Holding AS(1)(2)(8)Bridge Term Loan255 — 
Mercell Holding AS(1)(2)(8)Capex Acquisition Facility850 — 
Mertus 522. GmbH(1)(2)(3)Acquisition Facility2,520 6,564 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Capex Term Loan56 63 
Murphy Midco Limited(1)(2)(4)Delayed Draw Term Loan132 160 
Narda Acquisitionco., Inc.(1)(2)Revolver1,006 1,059 
Navia Benefit Solutions, Inc.(1)Delayed Draw Term Loan— 2,141 
Nexus Underwriting Management Limited(1)(2)(4)Revolver— 82 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility1,164 1,533 
Novotech Aus Bidco Pty Ltd(1)(2)Capex & Acquisition Facility971 — 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan849 — 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)Revolver802 — 
OG III B.V.(1)(2)(3)Accordion Facility879 1,355 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan3,407 929 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 4,955 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan1,008 — 
Options Technology Ltd.(1)(2)Delayed Draw Term Loan1,406 1,406 
OSP Hamilton Purchaser, LLC(1)Revolver187 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 Loan4,320 4,320 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class A73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class B73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class C73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class D73 — 
Perimeter Master Note Business Trust (1)(2)Series 2022-One Class E3,709 — 
Polara Enterprises, L.L.C.(1)Revolver947 545 
Policy Services Company, LLC(1)(2)Delayed Draw Term Loan— 6,579 
Premium Invest(1)(2)(3)Delayed Draw Term Loan5,486 569 
ProfitOptics, LLC(1)(2)Revolver194 — 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan234 272 
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5)Accordion Facility2,705 714 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan667 — 
Questel Unite(1)(2)(3)Incremental Term Loan2,479 2,878 
Rep Seko Merger Sub LLC(1)(2)Delayed Draw Term Loan666 1,043 
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Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility710 1,354 
Riedel Beheer B.V.(1)(2)(3)Revolver— 230 
Riedel Beheer B.V.(1)(2)(3)Delayed Draw Term Loan— 153 
ROI Solutions LLC(1)Delayed Draw Term Loan— 711 
Royal Buyer, LLC(1)(2)Delayed Draw Term Loan2,945 — 
Royal Buyer, LLC(1)(2)Revolver1,787 — 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,730 2,889 
Sanoptis S.A.R.L.(1)(2)(3)Acquisition Capex Facility5,726 5,316 
Scaled Agile, Inc.(1)Delayed Draw Term Loan416 416 
Scaled Agile, Inc.(1)Revolver336 336 
Scout Bidco B.V.(1)(2)(3)Delayed Draw Term Loan1,042 — 
Scout Bidco B.V.(1)(2)(3)Revolver473 — 
Sereni Capital NV(1)(2)(3)Term Loan220 — 
Simulation Software Investment Company Pty Ltd(1)(2)Delayed Draw Term Loan408 — 
Smartling, Inc.(1)Delayed Draw Term Loan2,076 2,076 
Smartling, Inc.(1)Revolver1,038 1,038 
Springbrook Software (SBRK Intermediate, Inc.)(1)(2)Delayed Draw Term Loan— 558 
SSCP Pegasus Midco Limited(1)(2)(4)Delayed Draw Term Loan418 507 
Superjet Buyer, LLC(1)Revolver1,825 1,825 
Syntax Systems Ltd(1)(2)Delayed Draw Term Loan1,770 1,770 
Syntax Systems Ltd(1)(2)Revolver309 521 
Tank Holding Corp(1)Revolver655 — 
Techone B.V.(1)(2)(3)Delayed Draw Term Loan639 752 
Techone B.V.(1)(2)(3)Revolver95 200 
Tencarva Machinery Company, LLC(1)Delayed Draw Term Loan— 886 
Tencarva Machinery Company, LLC(1)Revolver1,129 1,129 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Delayed Draw Term Loan4,195 4,195 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)Revolver1,233 1,233 
The Cleaver-Brooks Company, Inc.(1)(2)Revolver2,214 — 
The Hilb Group, LLC(1)(2)Delayed Draw Term Loan4,731 5,954 
Truck-Lite Co., LLC(1)(2)Delayed Draw Term Loan— 4,488 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan2,381 2,314 
Union Bidco Limited(1)(2)(4)Acquisition Facility239 — 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility1,384 — 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan3,371 — 
VP Holding Company(1)(2)Delayed Draw Term Loan4,100 — 
VP Holding Company(1)(2)Delayed Draw Term Loan8,230 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan487 712 
Waccamaw River(2)Joint Venture2,480 11,280 
Woodland Foods, LLC(1)(2)Line of Credit573 1,499 
Xeinadin Bidco Limited(1)(2)(4)CAF Term Loan4,402 — 
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Portfolio Company
($ in thousands)		Investment TypeSeptember 30, 2022December 31, 2021
ZB Holdco LLC(1)Delayed Draw Term Loan1,352 — 
ZB Holdco LLC(1)Revolver845 — 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,168 — 
Zeppelin Bidco Limited(1)(2)(4)Revolver245 — 
Total unused commitments to extend financing$221,268 $215,494 
(1)OurThe Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of 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.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
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, CHF LIBOR, NZD LIBOR,SARON, BBSY, BBSW, CDOR, STIBOR, SOFR, BKBM, NIBOR and SONIA. Our risk management systems and procedures are
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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. As of June 30, 2021, we were not a party to anyWe may in the future hedge against interest rate fluctuations by using hedging arrangements.
As of June 30, 2021, approximately $670.5 million (principal amount) ofinstruments such as additional interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our debt portfolio investments boreexposure to adverse fluctuations in interest at variable rates, which generally are LIBOR-based (or based on an equivalent comparable applicable currency rate), and many of which are subject to certain floors. A hypothetical 200 basis point increase or decreasehedging 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 onwith respect to our variable-rate debt investments could increase or decrease, as applicable, our investment income by a maximum of $13.4 million on an annual basis.portfolio investments.
Advances under the Revolving Credit Facility initially bear 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. Commencing on November 11, 2021, BPC Funding will pay 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. 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 $5.7 million on an annual basis (based on the amount of outstanding borrowings under the Revolving Credit Facility as of June 30, 2021).
In July 2017,, the head of the U.K. Financial Conduct Authority (the(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 is currently no definitive informationare 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 future utilization of LIBOR or of any particular replacement rate. As such, the potential effecttiming of any such eventtransition, 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
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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.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.
Because we have previously borrowed,The U.S. Federal Reserve is currently embarking on an aggressive campaign of raising interest rates to address significant and planpersistent inflation. The goal of these interest rate increases is to borrow inslow economic growth and reduce price pressure. There is a significant chance that this central bank tightening cycle could force the future, money to make investments, our net investment income will be dependent upon the difference between the rateU.S. into a recession, at which we borrow fundspoint interest rates and the rate at which we invest the funds borrowed. Accordingly, there can be no assurance that a significant changebase rates would likely decrease. A prolonged reduction in market interest rates will not havereduce our gross investment income and could result in a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds would increase, which could reducedecrease in our net investment income if there issuch 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 September 30, 2022, approximately $1,606.2 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.
Based on our September 30, 2022 Consolidated Balance Sheet, the following table shows the annual impact on net income generated byof hypothetical base rate changes in interest rates on our debt investments and borrowings (considering interest rate floors for variable rate instruments) assuming no changes in our investment portfolio.and borrowing structure:
(in thousands)
Basis Point Change(1)
Interest IncomeInterest Expense
Net Income(2)
Up 300 basis points$48,186 $20,791 $27,395 
Up 200 basis points32,124 13,860 18,264 
Up 100 basis points16,062 6,930 9,132 
Down 25 basis points(4,016)(1,733)(2,283)
Down 50 basis points(8,031)(3,465)(4,566)
(1) Excludes the impact of foreign currency exchange
(2) Excludes the impact of income based fees. See Note 2 to our Unaudited Consolidated Financial Statements for more information on the income based fees
We may also have exposure to foreign currencies related to certain investments. Such investments are translated into U.S. dollars based on the spot rate at the relevant balance sheet date, exposing us to movements in the exchange rate. In order to reduce our exposure to fluctuations in exchange rates, we generally borrow in local foreign currencies under the Revolving Credit Facility to finance such investments. As of JuneSeptember 30, 2021,2022, we had U.S. dollar borrowings of $195.0$556.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 2.291% (weighted average one4.955% (one month LIBORSOFR of 0.141%2.577%), borrowings denominated in British pounds sterling of £15.8£30.2 million ($21.833.7 million U.S. dollars) with a weighted average interest rate of 2.400%3.606% (weighted average one month adjusted cumulative compounded SONIA of 0.050%1.274%), borrowings denominated in Australian dollars of A$13.312.1 million ($10.07.7 million U.S. dollars) with an interest rate of 2.193%4.441% (one month BBSW of 0.043%2.291%), borrowings denominated in Canadian dollars of C$5.4 million ($4.43.9 million U.S. dollars) with an interest rate of 2.567%5.623% (one month CDOR of 0.417%3.473%) and, borrowings denominated in EurosNew Zealand dollars of €46.9NZ$6.1 million ($55.63.5 million U.S. dollars) with an interest rate of 2.350%5.560% (one month NZBB of 3.160%) and borrowings denominated in Euros of €89.6 million ($87.8 million U.S. dollars) with an interest rate of 2.405% (one month EURIBOR of 0.000%0.238%).
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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 JuneSeptember 30, 2021.2022. 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 secondthird quarter of 20212022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
Neither we, the Adviser, nor our subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to our respective businesses. We, the Adviser, and our subsidiaries may from time to time, however, be involved in litigation arising out of our operations in the normal course of business or otherwise. 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 section of the Form 10 entitled "Item 1A. Risk Factors,"year ended December 31, 2021, which was filed with the SEC on JuneFebruary 23, 2021,2022, 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. RisksThe 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 valuemarket price of our securities.
There have been no material changes sinceduring the filing of the Form 10 with the SEC on June 23, 2021three months ended September 30, 2022 to the risk factors previously disclosed therein.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 Initial Closing ofbelow table sets forth the Private Offering occurred on May 10, 2021, in connection with which we sold 22,500,000 common units in exchange for gross proceeds of $450 million. The common units issued in the Initial Closing subsequently converted, on a one-to-one basis, intototal shares of our common stock in connection with our conversion to a Maryland corporation. We usedissued during the proceeds of the Initial Closing, along with borrowings under the Revolving Credit Facility to acquire the Initial Portfolio from MassMutualthree months ended September 30, 2022, and CM Life.aggregate purchase price:
Prior to the Initial Closing, we sold 50 common units to Barings in exchange for $1,000 in seed capital in a private transaction under the exemption provided by Section 4(a)(2) of the Securities Act. Following our conversion to a Maryland corporation, Barings’ common units converted, on a one-to-one basis, into shares of common stock.
For the Three Months Ended September 30, 2022
Share Issue DateShares IssuedAggregate Offering Price
($ in thousands)
July 1, 2022207,607 4,312 
August 1, 202270,686 1,483 
September 1, 2022121,033 2,555 
Total399,326 $8,350 
Issuer Purchases of Equity Securities
On May 13, 2021, we repurchased 50 sharesWe did not repurchase any of common stock, par value $0.001 per share, held by Barings at a price of $1,000.our equity securities during the three months ended September 30, 2022.
Item 3. Defaults Upon Senior Securities.
None.
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Item 4. Mine Safety Disclosures.
Not applicable.
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Item 5. Other Information.
None.
Item 6. Exhibits.
NumberExhibit
2.1*
3.1
3.2
10.1
10.2*
10.3
10.4
10.5
10.6
10.7
10.8*
10.9
10.10*
10.11*
31.1
31.2
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NumberExhibit
31.3
32.1
32.2
32.2
32.3
*    Exhibits andand/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 andand/or schedules to the SEC upon its request.
**    Filed Herewith.
***    Furnished Herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BARINGS PRIVATE CREDIT CORPORATION
Date:August 5, 2021November 10, 2022/s/    Ian Fowler
Ian Fowler
Co-Chief Executive Officer
(Co-Principal Executive Officer)
Date:August 5, 2021November 10, 2022/s/    Jonathan Bock
Jonathan Bock
Co-Chief Executive Officer
(Co-Principal Executive Officer)
Date:August 5, 2021November 10, 2022/s/    Jonathan A. Landsberg
Jonathan A. Landsberg
Chief Financial Officer
(Principal Financial Officer)
Date:August 5, 2021November 10, 2022/s/    Elizabeth A. Murray
Elizabeth A. Murray
Principal Accounting Officer
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