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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 June 30, 20212023
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)

Maryland86-3780522
(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.
Title of each classTrading Symbol(s)Name of each exchange on which registered
N/AN/AN/A

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ¨ý    No  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  ¨ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨Accelerated filer¨
Non-accelerated 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, 20219, 2023 was 22,500,000.59,730,350.




BARINGS PRIVATE CREDIT CORPORATION
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q
Page
PART I – FINANCIAL INFORMATION
Item 1.
Unaudited Consolidated Balance Sheet as of June 30,, 2021 2023 and Consolidated Balance Sheet as of December 31, 2022
3
Unaudited Consolidated Statements of Operations for theperiod from May 10, 2021 (commencement of operations) toThree andSix Months Ended June 30, 20212023 and 2022
4
Unaudited Consolidated Statements of Changes in Net Assets for the period from May 10, 2021 (commencement of operations) toThree andSix Months Ended June 30, 20212023 and 2022
56
Unaudited Consolidated Statements of Cash Flows for theperiod from May 10, 2021 (commencement of operations) to Six Months Ended June 30, 20212023 and 2022
68
2023
79
Consolidated Schedule of Investments as of December 31, 2022
34
1958
Item 2.
3894
Item 3.
52114
Item 4.
54116
PART II – OTHER INFORMATION
Item 1.
55117
Item 1A.
55117
Item 2.
55117
Item 3.
55117
Item 4.
55118
Item 5.
56118
Item 6.
56118
58119
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)
June 30,
2023		December 31,
2022
(Unaudited)
Assets:
Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $2,069,774 and $2,073,049 as of June 30, 2023 and December 31, 2022, respectively)$2,022,288 $2,023,356 
Affiliate investments (cost of $177,999 and $114,452 as of June 30, 2023 and December 31, 2022, respectively)203,298 134,524 
Total investments at fair value2,225,586 2,157,880 
Cash (restricted cash of $12,451 and $11,003 at June 30, 2023 and December 31, 2022, respectively)122,422 79,528 
Foreign currencies (cost of $62,125 and $11,777 as of June 30, 2023 and December 31, 2022, respectively)62,362 11,913 
Interest and fees receivable48,014 32,959 
Prepaid expenses and other assets46 254 
Derivative assets3,306 3,172 
Deferred financing fees5,581 4,192 
Receivable from unsettled transactions1,924 2,014 
Total assets$2,469,241 $2,291,912 
Liabilities:
Accounts payable and accrued liabilities$1,693 $1,753 
Interest payable14,040 11,335 
Administrative fees payable430 1,053 
Base management fees payable4,218 6,757 
Incentive management fees payable2,742 3,074 
Derivative liabilities10,967 34,389 
Payable from unsettled transactions91 35,367 
Borrowings under credit facilities910,786 795,284 
Notes payable (net of deferred financing fees)296,730 297,038 
Secured borrowings— 18,559 
Total liabilities1,241,697 1,204,609 
Commitments and contingencies (Note 7)
Net Assets:
Common stock, $0.001 par value per share (499,950,000 shares authorized, 59,235,153 and 52,900,314 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively)59 53 
Additional paid-in capital1,208,085 1,076,497 
Total distributable earnings19,400 10,753 
Total net assets1,227,544 1,087,303 
Total liabilities and net assets$2,469,241 $2,291,912 
Net asset value per share$20.72 $20.55 
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
Six Months
Ended
Six Months
Ended
June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Investment income:
Interest income:
Non-Control / Non-Affiliate investments$55,991 $26,258 $105,806 $47,646 
Affiliate investments126 136 287 219 
Total interest income56,117 26,394 106,093 47,865 
Dividend income:
Non-Control / Non-Affiliate investments702 — 1,393 — 
Affiliate investments5,212 3,368 8,233 7,791 
Total dividend income5,914 3,368 9,626 7,791 
Fee and other income:
Non-Control / Non-Affiliate investments3,911 4,265 7,252 6,263 
Affiliate investments13 8 26 11 
Total fee and other income3,924 4,273 7,278 6,274 
Payment-in-kind interest income:
Non-Control / Non-Affiliate investments2,367 528 4,438 1,924 
Total payment-in-kind interest income2,367 528 4,438 1,924 
Interest income from cash9 — 18 — 
Total investment income68,331 34,563 127,453 63,854 
Operating expenses:
Interest and other financing fees21,110 7,446 39,672 12,522 
Base management fee (Note 2)4,218 2,850 8,067 5,018 
Incentive management fees (Note 2)2,742 — 5,337 — 
Other general and administrative expenses (Note 2)1,377 1,479 2,775 2,694 
Total operating expenses29,447 11,775 55,851 20,234 
Net investment income before taxes38,884 22,788 71,602 43,620 
Income taxes, including excise tax expense241 3 294 3 
Net investment income38,643 22,785 71,308 43,617 
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 $(56,974) relates to organizational costs and professional fees incurred prior to commencement of operations.
Barings Private Credit Corporation
Unaudited Consolidated Statements of Operations — (Continued)
(in thousands, except share and per share data)
Three Months
 Ended		Three Months
 Ended		Six Months
Ended		Six Months
Ended
June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions:
Net realized gains (losses):
Non-Control / Non-Affiliate investments$(40)$(2,382)$(1,217)$(2,525)
Net realized gains (losses) on investments(40)(2,382)(1,217)(2,525)
Foreign currency transactions(5,192)3,463 (26,400)3,878 
Net realized gains (losses)(5,232)1,081 (27,617)1,353 
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments(6,886)(29,162)2,090 (35,284)
Affiliate investments425 (4,323)5,227 9,958 
Net unrealized appreciation (depreciation) on investments(6,461)(33,485)7,317 (25,326)
Foreign currency transactions3,614 21,995 20,082 25,455 
Net unrealized appreciation (depreciation)(2,847)(11,490)27,399 129 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions(8,079)(10,409)(218)1,482 
Net increase in net assets resulting from operations$30,564 $12,376 $71,090 $45,099 
Net investment income per share—basic and diluted$0.66 $0.45 $1.27 $0.95 
Net increase in net assets resulting from operations per share—basic and diluted$0.52 $0.24 $1.27 $0.99 
Dividends / distributions per share:
Total dividends / distributions per share$0.60 $0.43 $1.11 $0.85 
Weighted average shares outstanding—basic and diluted58,605,416 50,839,557 55,985,515 45,762,100 
See accompanying notes.
5


Barings Private Credit Corporation
Unaudited Consolidated StatementStatements of Cash FlowsChanges in Net Assets
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, except share amounts)
Three Months Ended June 30, 2022Common StockAdditional
Paid-In
Capital		Total Distributable EarningsTotal
Net
Assets
Number
of Shares		Par
Value
Balance, March 31, 202240,713,710 $41 $822,100 $31,266 $853,407 
Net investment income— — — 22,785 22,785 
Net realized gain on investments / foreign currency transactions— — — 1,081 1,081 
Net unrealized depreciation on investments / foreign currency transactions— — — (11,490)(11,490)
Dividends/distributions6,107 — 129 (22,182)(22,053)
Issuance of common stock10,875,150 11 228,121 — 228,132 
Balance, June 30, 202251,594,967 $52 $1,050,350 $21,460 $1,071,862 

Three Months Ended June 30, 2023Common StockAdditional
Paid-In
Capital		Total Distributable EarningsTotal
Net
Assets
Number
of Shares		Par
Value
Balance, March 31, 202353,790,939 $54 $1,094,859 $24,053 $1,118,966 
Net investment income— — — 38,643 38,643 
Net realized loss on investments / foreign currency transactions— — — (5,232)(5,232)
Net unrealized depreciation on investments / foreign currency transactions— — — (2,847)(2,847)
Dividends/distributions77,426 — 1,610 (35,217)(33,607)
Issuance of common stock5,366,788 5 111,616 — 111,621 
Balance, June 30, 202359,235,153 $59 $1,208,085 $19,400 $1,227,544 
See accompanying notes.
6

Barings Private Credit Corporation
Unaudited Consolidated Statements of Changes in Net Assets — (Continued)
(in thousands, except share amounts)
Six Months Ended June 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— — — 43,617 43,617 
Net realized gain on investments / foreign currency transactions— — — 1,353 1,353 
Net unrealized appreciation on investments / foreign currency transactions— — — 129 129 
Dividends/distributions12,184 — 255 (39,281)(39,026)
Issuance of common stock11,031,590 11 231,372 — 231,383 
Balance, June 30, 202251,594,967 $52 $1,050,350 $21,460 $1,071,862 

Six Months Ended June 30, 2023Common StockAdditional
Paid-In
Capital		Total Distributable EarningsTotal
Net
Assets
Number
of Shares		Par
Value
Balance, December 31, 202252,900,314 $53 $1,076,497 $10,753 $1,087,303 
Net investment income— — — 71,308 71,308 
Net realized loss on investments / foreign currency transactions— — — (27,617)(27,617)
Net unrealized appreciation on investments / foreign currency transactions— — — 27,399 27,399 
Purchases of shares in repurchase plan(481)— (10)— (10)
Dividends/distributions93,617 — 1,944 (62,443)(60,499)
Issuance of common stock6,241,703 6 129,654 — 129,660 
Balance, June 30, 202359,235,153 $59 $1,208,085 $19,400 $1,227,544 
See accompanying notes.




7

Barings Private Credit Corporation
Unaudited Consolidated Statements of Cash Flows
(in thousands)
Six Months
Ended		Six Months
Ended
June 30, 2023June 30, 2022
Cash flows from operating activities:
Net increase in net assets resulting from operations$71,090 $45,099 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of portfolio investments(343,232)(499,825)
Repayments received / sales of portfolio investments254,778 80,265 
Loan origination and other fees received4,132 10,513 
Net realized (gain) loss on investments1,217 2,525 
Net realized (gain) loss on foreign currency transactions26,400 (3,878)
Net unrealized (appreciation) depreciation on investments(7,317)25,326 
Net unrealized (appreciation) depreciation on foreign currency transactions(20,082)(25,455)
Payment-in-kind interest / dividends(6,455)(1,924)
Amortization of deferred financing fees837 634 
Amortization of offering costs— 97 
Accretion of loan origination and other fees(5,390)(4,990)
Amortization / accretion of purchased loan premium / discount(705)(49)
Payments for derivative contracts(30,964)(1,977)
Proceeds from derivative contracts3,695 5,540 
Changes in operating assets and liabilities:
Interest and fees receivable(13,851)(14,026)
Prepaid expenses and other assets208 102 
Accounts payable and accrued liabilities(3,672)1,221 
Interest payable2,716 3,064 
Fair value of interest rate swap— (275)
Net cash provided by (used in) operating activities(66,595)(378,013)
Cash flows from financing activities:
Borrowings under credit facilities111,500 215,448 
Repayments under credit facilities— (55,000)
Proceeds from notes payable— 100,000 
Proceeds from secured borrowings57,161 — 
Repayments from secured borrowings(75,721)— 
Financing fees paid(2,153)(1,095)
Issuance of common stock129,660 231,383 
Cash dividends / distributions paid(60,499)(39,026)
Purchases of shares in repurchase plan(10)— 
Net cash provided by (used in) financing activities159,938 451,710 
Net increase (decrease) in cash and foreign currencies93,343 73,697 
Cash and foreign currencies, beginning of period91,441 123,503 
Cash and foreign currencies, end of period$184,784 $197,200 
Supplemental disclosure of cash flow information:
Cash paid for interest$34,974 $9,098 
Excise taxes paid during the period$1,000 $470 
Summary of non-cash financing transactions:
Dividends/distributions paid through DRIP share issuances$1,944 $255 
See accompanying notes.
8
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments
June 30, 20212023
(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 
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 + 4.75%, 9.8% Cash05/2107/25$10,840 $10,792 $10,840 0.9 %(5) (6) (7) (18)
10,840 10,792 10,840 
A.T. Holdings II LTDOther FinancialFirst Lien Senior Secured Term Loan14.3% Cash11/2209/2915,000 15,000 14,460 1.2 %(3) (6) (32)
15,000 15,000 14,460 
Accelerant HoldingsBanking, Finance, Insurance & Real EstateClass A Convertible Preferred Equity (5,000 shares)N/A01/22N/A5,000 5,631 0.5 %(6)
Class B Convertible Preferred Equity (1,667 shares)N/A12/22N/A1,667 1,803 0.1 %(6) (30) (32)
6,667 7,434 
Acclime Holdings HK LimitedBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 11.6% Cash08/2107/275,165 5,059 5,058 0.4 %(3) (5) (6) (7) (10)
First Lien Senior Secured Term LoanLIBOR + 6.50%, 11.8% Cash08/2108/272,335 2,276 2,287 0.2 %(3) (5) (6) (7) (9)
7,500 7,335 7,345 
Accurus Aerospace CorporationAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 11.1% Cash04/2204/2813,256 13,090 12,832 1.0 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 11.1% Cash04/2204/281,003 986 958 0.1 %(6) (7) (9) (32)
Common Stock (262,573.98 shares)N/A04/22N/A263 259 — %(6) (30) (32)
14,259 14,339 14,049 
AcogroupBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.6% Cash05/2110/261,309 1,447 1,208 0.1 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.6% Cash03/2210/2628,017 27,700 25,860 2.1 %(3) (6) (7) (13) (32)
29,326 29,147 27,068 
Adhefin InternationalIndustrial OtherFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.8% Cash05/2305/301,414 1,357 1,348 0.1 %(3) (6) (7) (12) (32)
Subordinated Term LoanEURIBOR + 10.50% PIK05/2311/30303 296 294 — %(3) (6) (7) (12) (32)
1,717 1,653 1,642 
Aesthetics Australia Group Pty Ltd (Laser Clinics Australia Group)Health Care ServicesFirst Lien Senior Secured Term LoanBBSY + 5.75%, 9.5% Cash05/2103/25682 793 676 0.1 %(3) (5) (6) (7) (16)
682 793 676 
Air Comm Corporation, LLCAerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.0% Cash06/2107/2724,635 24,241 22,938 1.9 %(5) (6) (7) (18)
24,635 24,241 22,938 
AIT Worldwide Logistics Holdings, Inc.Transportation ServicesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 12.7% Cash05/2104/297,220 7,091 6,960 0.6 %(5) (6) (7) (8)
7,220 7,091 6,960 
AlliA Insurance Brokers NVInsuranceFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.8% Cash3/233/303,247 3,061 3,120 0.3 %(3) (5) (6) (7) (12)
3,247 3,061 3,120 
Amalfi MidcoHealthcareSubordinated Loan Notes2.0% Cash, 9.0% PIK09/2209/285,288 4,676 4,690 0.4 %(3) (6) (32)
Class B Common Stock (93,165,208 shares)N/A09/22N/A4 599 — %(3) (6) (30) (32)
Warrants (380,385 units)N/A09/22N/A1,040 1,184 0.1 %(3) (6) (30) (32)
5,288 5,720 6,473 
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 

9
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 20212023
(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
Americo Chemical Products, LLCChemicalsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.6% Cash4/284/29$5,785 $5,643 $5,640 0.5 %(6) (7) (17) (32)
RevolverSOFR + 5.50%, 10.6% Cash4/284/29— (34)(35)— %(6) (7) (17) (32)
Common Stock (262,093 shares)N/A4/28N/A262 262 — %(6) (30)
5,785 5,871 5,867 
Amtech LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash11/2111/273,595 3,528 3,555 0.3 %(5) (6) (7) (8)
RevolverLIBOR + 6.00%, 11.2% Cash11/2111/27(7)(4)— %(6) (7) (8) (32)
3,595 3,521 3,551 
AnalytiChem Holding GmbHChemicalsFirst Lien Senior Secured Term LoanBBSY + 6.00%, 10.1% Cash11/2110/281,330 1,424 1,302 0.1 %(3) (5) (6) (7) (15)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.1% Cash11/2110/286,827 6,856 6,684 0.5 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.1% Cash04/2210/287,398 7,251 7,243 0.6 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 7.00%, 10.1% Cash01/2310/282,270 2,145 2,257 0.2 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.6% Cash11/2110/28951 951 931 0.1 %(3) (5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.6% Cash06/2210/281,283 1,283 1,257 0.1 %(3) (5) (6) (7) (9)
RevolverEURIBOR + 6.00%, 9.1% Cash04/2210/23— (2)(10)— %(3) (6) (7) (12) (32)
20,059 19,908 19,664 
Anju Software, Inc.Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 7.25%, 12.4% Cash05/2106/251,410 1,407 1,144 0.1 %(5) (6) (7) (8)
1,410 1,407 1,144 
APC1 HoldingDiversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.1% Cash07/2207/292,509 2,308 2,462 0.2 % (3) (5) (6) (7) (12)
2,509 2,308 2,462 
Apex Bidco LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSONIA + 6.25%, 10.8% Cash05/2101/27430 471 430 — %(3) (5) (6) (7) (21)
430 471 430 
APOG Bidco Pty LtdHealthcareSecond Lien Senior Secured Term LoanBBSY + 7.25%, 11.4% Cash04/2203/301,079 1,192 1,049 0.1 %(3) (5) (6) (7) (14)
1,079 1,192 1,049 
Aptus 1829. GmbHChemicals, Plastics, and RubberFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash09/2109/272,518 2,652 2,037 0.2 %(3) (5) (6) (7) (13)
Preferred Stock (14 shares)N/A09/21N/A122 5 — %(3) (6) (30) (32)
Common Stock (49 shares)N/A09/21N/A12 — — %(3) (6) (30) (32)
2,518 2,786 2,042 
Apus Bidco LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSONIA + 5.75%, 9.9% Cash05/2103/281,209 1,312 1,176 0.1 %(3) (5) (6) (7) (22)
1,209 1,312 1,176 
AQA Acquisition Holding IncHigh Tech IndustriesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 12.7% Cash05/2103/297,460 7,297 7,334 0.6 %(5) (6) (7) (9)
7,460 7,297 7,334 
Aquavista Watersides 2 LTDTransportation ServicesFirst Lien Senior Secured Term LoanSONIA + 6.00%, 10.5% Cash12/2112/282,972 2,997 2,812 0.2 %(3) (5) (6) (7) (22)
Second Lien Senior Secured Term LoanSONIA + 10.5% PIK12/2112/28790 803 751 0.1 %(3) (6) (7) (22) (32)
3,762 3,800 3,563 
Arc EducationConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.3% Cash07/2207/291,684 1,484 1,597 0.1 %(3) (5) (6) (7) (12)
1,684 1,484 1,597 
10
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 20212023
(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
ArchimedeConsumer ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.3% Cash05/2110/27$14,729 $14,264 $14,479 1.2 %(3) (5) (6) (7) (12)
14,729 14,264 14,479 
Argus Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.3% Cash07/2207/292,219 2,088 2,143 0.2 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 6.75%, 9.3% Cash09/2207/29669 616 646 0.1 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanSOFR + 6.50%, 11.6% Cash07/2207/29259 253 250 — %(3) (5) (6) (7) (18)
First Lien Senior Secured Term LoanSONIA + 6.50%, 11.4% Cash07/2207/29— (31)(47)— %(3) (5) (6) (7) (20)
Second Lien Senior Secured Term Loan10.5% PIK07/2207/291,134 1,034 1,075 0.1 %(3) (6) (32)
Preferred Stock (83,120 shares)10.0% PIK07/22N/A108 101 — %(3) (6) (32)
Equity Loan Notes (83,120 units)10.0% PIK07/22N/A108 101 — %(3) (6) (32)
Common Stock (929 shares)N/A07/22N/A1 — — %(3) (6) (30) (32)
4,281 4,177 4,269 
Armstrong Transport Group (Pele Buyer, LLC)Air Freight & LogisticsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.5% Cash05/2106/243,933 3,904 3,873 0.3 %(5) (6) (7) (19)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.5% Cash10/2206/245,776 5,699 5,677 0.5 %(5) (6) (7) (19)
9,709 9,603 9,550 
ASC Communications, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.2% Cash07/2207/277,960 7,853 7,873 0.6 %(5) (6) (7) (17)
RevolverSOFR + 5.00%, 10.2% Cash07/2207/27— (8)(7)— %(6) (7) (17) (32)
Class A Units (15,285.8 units)N/A07/22N/A321 395 — %(6)
7,960 8,166 8,261 
Astra Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.75%, 10.7% Cash11/2111/282,910 2,943 2,840 0.2 %(3) (5) (6) (7) (22)
2,910 2,943 2,840 
ATL II MRO Holdings Inc.TransportationFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.5% Cash11/2211/288,448 8,253 8,414 0.7 %(5) (6) (7) (18)
RevolverSOFR + 5.50%, 10.5% Cash11/2211/28— (57)(10)— % (6) (7) (18) (32)
8,448 8,196 8,404 
Audio Precision, Inc.High Tech IndustriesFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.6% Cash05/2110/242,720 2,993 2,705 0.2 %(5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.00%, 10.5% Cash05/2110/244,905 4,880 4,877 0.4 %(5) (6) (7) (9)
7,625 7,873 7,582 
Auxi InternationalCommercial FinanceFirst Lien Senior Secured Term LoanEURIBOR + 7.25%, 10.5% Cash05/2112/26327 358 289 — %(3) (5) (6) (7) (13)
327 358 289 
Avalign Holdings, Inc.Health Care SuppliesFirst Lien Senior Secured Term LoanSOFR + 4.50%, 9.9% Cash05/2112/251,781 1,779 1,713 0.1 %(5) (6) (7) (18)
1,781 1,779 1,713 
Avance Clinical Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 4.50%, 8.9% Cash11/2111/272,741 2,830 2,627 0.2 %(3) (5) (6) (7) (15)
2,741 2,830 2,627 
AWP Group Holdings, Inc.Business ServicesFirst Lien Senior Secured Term LoanSOFR + 4.50%, 9.8% Cash05/2112/271,465 1,447 1,451 0.1 %(5) (6) (7) (18)
1,465 1,447 1,451 
11
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 20212023
(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
Azalea Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.4% Cash11/3011/27$4,537 $4,452 $4,485 0.4 %(5) (6) (7) (9)
RevolverLIBOR + 5.25%, 10.4% Cash11/3011/27— (7)(5)— %(6) (7) (9) (32)
Subordinated Term Loan12.0% PIK11/3005/281,518 1,498 1,477 0.1 %(6) (32)
Common Stock (192,307.7 shares)N/A11/30N/A192 153 — %(6) (30)
6,055 6,135 6,110 
Bariacum S.AConsumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.9% Cash11/2111/283,382 3,401 3,382 0.3 %(3) (5) (6) (7) (13)
3,382 3,401 3,382 
Benify (Bennevis AB)High Tech IndustriesFirst Lien Senior Secured Term LoanSTIBOR + 5.25%, 9.1% Cash05/2107/26329 423 329 — %(3) (5) (6) (7) (23)
329 423 329 
Bestop, Inc.Auto Parts & EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.2% Cash05/2101/253,445 3,441 3,028 0.2 %(5) (6) (7) (18)
3,445 3,441 3,028 
Beyond Risk Management, Inc.Other FinancialFirst Lien Senior Secured Term LoanSOFR + 4.50%, 9.7% Cash10/2110/272,538 2,506 2,509 0.2 %(5) (6) (7) (17)
2,538 2,506 2,509 
BidwaxNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.1% Cash05/2102/285,019 5,331 4,883 0.4 %(3) (5) (6) (7) (13)
5,019 5,331 4,883 
BigHand UK Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.6% Cash05/2101/28322 318 310 — %(3) (5) (6) (7) (18)
First Lien Senior Secured Term LoanSONIA + 5.75%, 10.8% Cash05/2101/28397 431 382 — %(3) (5) (6) (7) (21)
719 749 692 
Biolam GroupConsumer Non-cyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.8% Cash12/2212/293,400 3,339 3,290 0.3 %(3) (5) (6) (7) (12)
3,400 3,339 3,290 
Bounteous, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash08/2108/278,327 8,168 7,710 0.6 %(5) (6) (7) (18)
8,327 8,168 7,710 
BPG Holdings IV CorpDiversified ManufacturingFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.2% Cash03/2307/2915,940 15,014 14,984 1.2 %(6) (7) (18) (32)
15,940 15,014 14,984 
Bridger Aerospace Group Holdings, LLCEnvironmental IndustriesMunicipal Revenue Bond11.5% Cash07/2209/2732,980 32,980 34,361 2.8 %(32)
Preferred Stock- Series C (17,725 shares)7.0% PIK07/22N/A18,179 18,342 1.5 %(6) (32)
32,980 51,159 52,703 
Brightline Trains Florida LLCTransportationSenior Secured Note8.0% Cash08/2101/288,000 8,000 7,200 0.6 %(6) (32)
8,000 8,000 7,200 
Brightpay LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 8.5% Cash10/2110/283,146 3,209 3,089 0.3 %(3) (5) (6) (7) (12)
3,146 3,209 3,089 
BrightSign LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash10/2110/2710,527 10,447 10,446 0.9 %(5) (6) (7) (18)
RevolverSOFR + 5.50%, 10.9% Cash10/2110/27739 731 731 0.1 %(6) (7) (18) (32)
LLC Units (923,857.7 units)N/A10/21N/A924 1,127 0.1 %(6) (30)
11,266 12,102 12,304 
British Engineering Services Holdco LimitedCommercial Services & SuppliesFirst Lien Senior Secured Term LoanSONIA + 7.00%, 10.7% Cash05/2112/277,536 7,662 7,385 0.6 %(3) (5) (6) (7) (22)
7,536 7,662 7,385 
12
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 20212023
(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
Bucharest Bidco LimitedHotel, Gaming and LeisureFirst Lien Senior Secured GBP Term LoanSONIA + 7.00%, 11.5% Cash05/2107/26$836 $831 $745 0.1 %(3) (6) (22) (32)
First Lien Senior Secured USD Term LoanLIBOR + 7.00%, 12.7% Cash05/2107/26175 159 156 — %(3) (6) (10) (32)
1,011 990 901 
Burgess Point Purchaser CorporationAuto Parts & EquipmentSecond Lien Senior Secured Term LoanSOFR + 9.00%, 14.4% Cash07/2207/304,545 4,379 4,418 0.4 %(5) (6) (7) (17)
LP Units (455 units)N/A07/22N/A455 501 — %(6) (30) (32)
4,545 4,834 4,919 
BVI Medical, Inc.HealthcareSecond Lien Senior Secured Term LoanEURIBOR + 9.50%, 13.1% Cash06/2206/266,016 5,615 5,631 0.5 %(5) (6) (7) (12)
6,016 5,615 5,631 
CAi Software, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.8% Cash12/2112/288,944 8,797 8,282 0.7 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR +6.25%, 11.8% Cash07/2212/281,370 1,347 1,269 0.1 %(5) (6) (7) (9)
RevolverLIBOR + 6.25%, 11.8% Cash12/2112/28— (15)(70)— %(6) (7) (9) (32)
10,314 10,129 9,481 
Canadian Orthodontic Partners Corp.HealthcareFirst Lien Senior Secured Term LoanCDOR + 3.50%, 8.5% Cash, 3.5% PIK06/2103/264,371 4,728 3,772 0.3 %(3) (5) (6) (7) (25)
Class A Equity (500,000 units)N/A05/22N/A389 — — %(3) (6) (30) (32)
Class C - Warrants (74,712.64 units)N/A05/22N/A— — — %(3) (6) (30) (32)
4,371 5,117 3,772 
Caribou Holding Company, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 7.64%, 13.6% Cash04/2204/273,907 3,860 3,872 0.3 %(3) (5) (6) (7) (18)
LLC Units (616,844 units)N/A04/22N/A617 577 — %(3) (6) (30) (32)
3,907 4,477 4,449 
Carlson Travel, IncBusiness Travel ManagementSeries A Convertible Preferred (6,270 units)N/A01/23N/A545 389 — %(5) (6) (30)
Common Stock (125,349 Shares)N/A06/22N/A2,538 517 — %(5) (30)
3,083 906 
Centralis Finco S.a.r.l.Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 8.5% Cash05/2104/27487 461 473 — %(3) (5) (6) (7) (12)
487 461 473 
Ceres Pharma NVPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.6% Cash10/2110/284,621 4,625 4,509 0.4 %(3) (5) (6) (7) (13)
4,621 4,625 4,509 
CGI Parent, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.9% Cash02/2202/2816,912 16,641 16,489 1.3 %(5) (6) (7) (18)
First Lien Senior Secured Term LoanSOFR + 4.75%, 9.9% Cash12/2202/282,123 2,064 2,070 0.2 %(5) (6) (7) (18)
RevolverSOFR + 4.75%, 9.9% Cash02/2202/28— (26)(41)— %(6) (7) (18) (32)
Preferred Stock (551shares)N/A02/22N/A551 995 0.1 %(6) (7) (30) (32)
19,035 19,230 19,513 
Chambers Global Holdings LimitedData Processing & Outsourced ServicesFirst Lien Senior Secured Term LoanSONIA + 5.50%, 9.9% Cash05/2101/261,216 1,334 1,207 0.1 %(3) (5) (6) (7) (21)
1,216 1,334 1,207 
13
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 20212023
(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
Classic Collision (Summit Buyer, LLC)Auto Collision Repair CentersFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.3% Cash05/2101/26$18,415 $18,196 $18,266 1.5 %(5) (6) (7) (17)
First Lien Senior Secured Term LoanSOFR +5.25%, 10.3% Cash05/2104/261,211 1,197 1,202 0.1 %(5) (6) (7) (17)
First Lien Senior Secured Term LoanSOFR + 5.25%, 10.3% Cash05/2107/24638 563 596 — %(5) (6) (7) (17)
20,264 19,956 20,064 
CM Acquisition Holding Inc.Internet & Direct MarketingFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash05/2105/2510,757 10,736 10,413 0.8 %(5) (6) (7) (18)
10,757 10,736 10,413 
Coastal Marina Holdings, LLCHotel, Gaming & LeisureSubordinated Term Loan10.0% Cash11/2111/313,472 3,276 3,256 0.3 %(6) (32)
Subordinated Term Loan8.0% PIK11/2111/318,310 7,775 7,794 0.6 %(6) (32)
LLC Units (1,018,869 units)N/A11/21N/A4,547 5,441 0.4 %(6) (30)
11,782 15,598 16,491 
Cobham Slip Rings SASDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.8% Cash11/2111/283,091 3,033 3,054 0.2 %(3) (5) (6) (7) (9)
3,091 3,033 3,054 
Command Alkon (Project Potter Buyer, LLC)SoftwareFirst Lien Senior Secured Term LoanSOFR + 7.25%, 12.4% Cash05/2104/2711,699 11,530 11,536 0.9 % (5) (6) (7) (17)
11,699 11,530 11,536 
Compass Precision, LLCAerospace & DefenseSenior Subordinated Term Loan11.0% Cash, 1.0% PIK04/2204/28638 627 622 0.1 %(5) (6)
LLC Units (46,085.6 units)N/A04/22N/A125 162 — %(6) (30)
638 752 784 
Comply365, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash04/2204/286,971 6,855 6,888 0.6 %(5) (6) (7) (19)
RevolverSOFR + 5.25%, 10.6% Cash04/2204/28— (9)(7)— %(6) (7) (19) (32)
6,971 6,846 6,881 
Contabo Finco
S.À.R.L.		Internet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.2% Cash10/2210/2910,559 9,418 10,369 0.8 %(3) (5) (6) (7) (12)
10,559 9,418 10,369 
Core Scientific, Inc.TechnologyEquipment Term Loan9.8% Cash03/2203/2516,798 16,784 9,592 0.8 %(6) (31) (32)
Common Stock (51,846 shares)N/A09/22N/A168 44 — %(30) (32)
16,798 16,952 9,636 
Cosmelux InternationalCommodity ChemicalsFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 7.2% Cash05/2107/24884 973 884 0.1 %(3) (5) (6) (7) (12)
884 973 884 
Coyo Uprising GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 3.25%, 6.3% Cash, 3.5% PIK09/2109/2810,251 10,690 10,100 0.8 %(3) (5) (6) (7) (13)
Class A Units (531 units)N/A09/21N/A248 247 — %(3) (6) (30) (32)
Class B Units (231 units)N/A09/21N/A538 626 0.1 %(3) (6) (30) (32)
10,251 11,476 10,973 
CVL 3Capital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.8% Cash12/2112/284,146 4,201 4,085 0.3 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash12/2112/282,480 2,429 2,444 0.2 %(3) (5) (6) (7) (18)
6,626 6,630 6,529 
14
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 20212023
(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
CW Group Holdings, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.5% Cash05/2101/27$4,066 $4,005 $4,048 0.3 % (5) (6) (7) (9)
4,066 4,005 4,048 
DataServ Integrations, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.6% Cash11/2211/281,909 1,860 1,867 0.2 % (5) (6) (7) (18)
Partnership Units (96,153.8 units)N/A11/22N/A96 96 — %(6) (30) (32)
1,909 1,956 1,963 
DecksDirect, LLCBuilding MaterialsFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.2% Cash12/2112/26638 628 631 0.1 % (5) (6) (7) (17)
RevolverSOFR + 6.00%, 11.2% Cash12/2112/26— (3)(2)— %(6) (7) (17) (32)
Common Stock (1,280.8 shares)N/A12/21N/A55 52 — %(6) (30) (32)
638 680 681 
Direct Travel, Inc.Lodging & CasinosFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.8% Cash, 2.0% PIK05/2110/255,994 5,785 5,994 0.5 %(6) (7) (18) (32)
Super Senior Secured Term LoanSOFR +6.00%, 11.4% Cash05/2110/25406 406 406 — %(6) (7) (18) (32)
6,400 6,191 6,400 
DISA Holdings Corp.Other IndustrialFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.7% Cash11/2209/285,757 5,565 5,672 0.5 % (5) (6) (7) (17)
RevolverSOFR + 5.50%, 10.7% Cash11/2209/28— (12)(5)— % (6) (7) (17) (32)
5,757 5,553 5,667 
Dragon BidcoTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.2% Cash05/2104/281,309 1,338 1,291 0.1 %(3) (5) (6) (7) (13)
1,309 1,338 1,291 
DreamStart Bidco SAS (d/b/a SmartTrade)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.3% Cash05/2103/27872 948 872 0.1 %(3) (5) (6) (7) (13)
872 948 872 
Dune GroupHealth Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.6% Cash09/2109/28306 277 249 — %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.5% Cash09/2109/284,825 4,758 4,675 0.4 %(3) (5) (6) (7) (9)
5,131 5,035 4,924 
Dunlipharder B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.5% Cash06/2206/281,000 987 990 0.1 %(3) (5) (6) (7) (18)
1,000 987 990 
Dwyer Instruments, Inc.ElectricFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash07/2107/2717,313 16,969 17,021 1.4 %(5) (6) (7) (18)
17,313 16,969 17,021 
Echo Global Logistics, Inc.Air TransportationSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 12.2% Cash11/2111/2916,433 16,188 15,628 1.3 %(5) (6) (7) (8)
Partnership Equity (448.2 units)N/A11/21N/A448 534 — %(6) (30) (32)
16,433 16,636 16,162 
EFC InternationalAutomotiveSenior Unsecured Term Loan11.0% Cash, 2.5% PIK03/2305/28669 649 651 0.1 %(6) (32)
Common Stock (141.19 shares)N/A03/23N/A199 208 — %(6) (30)
669 848 859 
Ellkay, LLCHealthcare and PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.5% Cash09/2109/275,742 5,656 5,282 0.4 %(5) (6) (7) (9)
5,742 5,656 5,282 
15
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 20212023
(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
EMI Porta Holdco LLCDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 11.1% Cash12/2112/27$19,188 $18,766 $16,448 1.3 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 11.1% Cash12/2112/271,663 1,625 1,406 0.1 %(6) (7) (9) (32)
20,851 20,391 17,854 
Entact Environmental Services, Inc.Environmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.6% Cash05/2112/251,787 1,777 1,787 0.1 %(5) (6) (7) (9)
1,787 1,777 1,787 
EPS NASS Parent, Inc.Electrical Components & EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.1% Cash05/2104/282,166 2,134 2,052 0.2 %(5) (6) (7) (18)
2,166 2,134 2,052 
ERES GroupBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.1% Cash05/2107/26240 266 240 — %(3) (5) (6) (7) (12)
240 266 240 
eShipping, LLCTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.2% Cash11/2111/274,083 4,002 4,083 0.3 %(5) (6) (7) (17)
RevolverSOFR + 5.00%, 10.2% Cash11/2111/27— (11)— — %(6) (7) (17) (32)
4,083 3,991 4,083 
Eurofins Digital Testing International LUX Holding SARLTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 7.00%, 10.5% Cash12/2212/291,513 1,358 1,332 0.1 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanSOFR + 7.00%, 12.5% Cash12/2212/29766 746 737 0.1 %(3) (5) (6) (7) (18)
Senior Subordinated Term Loan11.5% PIK12/2212/30579 546 550 — %(3) (6) (32)
2,858 2,650 2,619 
Events Software BidCo Pty LtdTechnologyFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.3% Cash03/2203/281,705 1,859 1,461 0.1 %(3) (5) (6) (7) (16)
1,705 1,859 1,461 
Express Wash Acquisition Company, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.7% Cash07/2207/287,146 7,022 6,689 0.5 %(5) (6) (7) (18)
RevolverSOFR + 6.50%, 11.7% Cash07/2207/28140 136 124 — %(6) (7) (18) (32)
7,286 7,158 6,813 
F24 (Stairway BidCo Gmbh)Software ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.1% Cash05/2108/27400 437 390 — %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.1% Cash05/2108/282,962 2,844 2,898 0.2 %(3) (5) (6) (7) (12)
3,362 3,281 3,288 
FaradayHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.8% Cash01/2301/30269 210 216 — %(3) (5) (6) (7) (12)
269 210 216 
Findex Group LimitedFinance CompaniesFirst Lien Senior Secured Term LoanBBSY + 5.50%, 9.8% Cash03/2312/262,403 2,300 2,283 0.2 %(3) (5) (6) (7) (15)
2,403 2,300 2,283 
FineLine SystemsConsumer ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.3% Cash05/2102/283,427 3,383 3,382 0.3 %(5) (6) (7) (18)
3,427 3,383 3,382 
FinexvetConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.8% Cash03/2203/292,454 2,391 2,388 0.2 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.8% Cash05/2303/295,500 5,304 5,278 0.4 %(3) (6) (7) (13) (32)
7,954 7,695 7,666 
FinThrive Software Intermediate Holdings Inc.Business Equipment & ServicesPreferred Stock (3,188.51 shares)11.0% PIK03/22N/A4,039 3,146 0.3 %(5) (6)
4,039 3,146 
Fitzmark, Inc.Cargo & TransportationFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 10.1% Cash05/2112/264,238 4,187 4,194 0.3 %(5) (6) (7) (9)
4,238 4,187 4,194 
16
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 20212023
(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
Five Star Holding LLCPackagingSecond Lien Senior Secured Term LoanSOFR + 7.25%, 12.5% Cash05/2205/30$7,152 $7,025 $7,064 0.6 %(5) (6) (7) (18)
LLC Units (505.1 units)N/A05/22N/A505 562 — %(6) (30)
7,152 7,530 7,626 
Flavor Producers, LLCPackaged Foods & MeatsFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 10.3% Cash, 1.8% PIK05/2112/24899 892 831 0.1 %(5) (6) (7) (9)
899 892 831 
Flexential Issuer, LLCInformation TechnologyStructured Secured Note - Class C6.9% Cash11/2111/5110,000 9,281 8,500 0.7 %(32)
10,000 9,281 8,500 
Flywheel Re Segregated Portfolio 2022-4Investment FundsPreferred Stock (3,202,747 shares)N/A08/22N/A4,714 4,896 0.4 %(3) (6) (30) (32)
4,714 4,896 
Footco 40 LimitedMedia & EntertainmentFirst Lien Senior Secured Term LoanSONIA + 5.75%, 11.2% Cash04/2204/291,804 1,792 1,739 0.1 %(3) (5) (6) (7) (21)
1,804 1,792 1,739 
Fortis Payment Systems, LLCOther FinancialFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash10/2202/261,907 1,860 1,872 0.2 %(5) (6) (7) (17)
1,907 1,860 1,872 
FragilePak LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 11.4% Cash05/2105/279,111 8,936 9,111 0.7 %(5) (6) (7) (9)
Partnership Units (929.7 units)N/A05/21N/A930 1,123 0.1 %(6) (30)
9,111 9,866 10,234 
Front Line Power Construction LLCConstruction MachineryFirst Lien Senior Secured Term LoanLIBOR + 12.50%, 18.0% Cash11/2111/281,372 1,276 1,440 0.1 %(6) (7) (9) (32)
Common Stock (6,251 shares)N/A04/23N/A116 13 — %(30) (32)
1,372 1,392 1,453 
FSS Buyer LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash08/2108/2824,409 24,030 24,219 2.0 %(5) (6) (7) (17)
LP Interest (2,902.3 units)N/A08/21N/A29 41 — %(6) (30)
LP Units (12,760.8 units)N/A08/21N/A128 182 — %(6) (30)
24,409 24,187 24,442 
GB Eagle Buyer, Inc.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.8% Cash12/2212/2814,915 14,507 14,529 1.2 %(6) (7) (18) (32)
RevolverSOFR + 6.50%, 11.8% Cash12/2212/28— (88)(84)— %(6) (7) (18) (32)
Partnership Units (859 units)N/A12/22N/A859 791 0.1 %(6) (30) (32)
14,915 15,278 15,236 
Glacis Acquisition S.A.R.L.Transportation ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.9% Cash05/2107/232,750 2,708 2,750 0.2 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.9% Cash05/2107/251,243 1,376 1,243 0.1 %(3) (5) (6) (7) (13)
3,993 4,084 3,993 
Global Academic Group LimitedIndustrial OtherFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.7% Cash07/2207/272,456 2,509 2,402 0.2 %(3) (5) (6) (7) (15)
First Lien Senior Secured Term LoanBKBM + 6.00%, 11.6% Cash07/2207/274,228 4,215 4,126 0.3 %(3) (5) (6) (7) (26)
6,684 6,724 6,528 
GPNZ II GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.4% Cash06/2206/29469 445 334 — %(3) (5) (6) (7) (11)
469 445 334 
17
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 20212023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Graphpad Software, LLCInternet Software & ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 11.0% Cash11/2104/27$16,048 $15,910 $15,433 1.3 %(5) (6) (7) (18)
First Lien Senior Secured Term LoanSOFR + 6.00%, 11.5% Cash05/2104/2710,876 10,876 10,658 0.9 %(5) (6) (7) (18)
26,924 26,786 26,091 
Greenhill II BVTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.7% Cash07/2207/29897 813 878 0.1 %(3) (5) (6) (7) (12)
897 813 878 
Groupe Product LifeConsumer Non-cyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.1% Cash10/2210/292,723 2,511 2,641 0.2 %(3) (5) (6) (7) (12)
2,723 2,511 2,641 
Gusto Aus BidCo Pty LtdConsumer Non-cyclicalFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.6% Cash10/2210/282,168 2,021 2,112 0.2 %(3) (5) (6) (7) (16)
2,168 2,021 2,112 
Healthe Care Specialty Pty LtdHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanBBSY + 5.00%, 8.8% Cash05/2110/24954 1,097 911 0.1 %(3) (5) (6) (7) (16)
954 1,097 911 
HeartHealth Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 4.75%, 9.2% Cash09/2209/28615 571 592 — %(3) (5) (6) (7) (15)
615 571 592 
Heartland Veterinary Partners, LLCHealthcareSubordinated Term Loan11.0% PIK11/2111/23879 866 763 0.1 %(6) (32)
Subordinated Term Loan11.0% PIK11/2112/285,670 5,571 4,927 0.4 %(6) (32)
6,549 6,437 5,690 
Heartland, LLCBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 10.3% Cash05/2108/257,402 7,335 7,330 0.6 %(5) (6) (7) (9)
7,402 7,335 7,330 
Heavy Construction Systems Specialists, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.7% Cash11/2111/2722,750 22,401 22,541 1.8 %(5) (6) (7) (8)
RevolverLIBOR + 5.75%, 10.7% Cash11/2111/27— (32)(20)— %(6) (7) (8) (32)
22,750 22,369 22,521 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))InsuranceFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 8.5% Cash05/2109/269,042 9,709 8,970 0.7 %(3) (5) (6) (7) (12)
9,042 9,709 8,970 
HEKA InvestTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.1% Cash10/2210/294,111 3,580 4,000 0.3 %(3) (5) (6) (7) (12)
4,111 3,580 4,000 
HemaSource, Inc.Health Care DistributorsFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.2% Cash05/2111/237,520 7,519 7,520 0.6 %(5) (6) (7) (17)
7,520 7,519 7,520 
Home Care Assistance, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.1% Cash05/2103/271,538 1,517 1,410 0.1 %(5) (6) (7) (18)
1,538 1,517 1,410 
Honour Lane Logistics Holdings LimitedTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 4.85%, 10.1% Cash04/2211/2814,583 14,216 14,131 1.2 %(3) (5) (6) (7) (19)
14,583 14,216 14,131 
HTI Technology & IndustriesElectronic Component ManufacturingFirst Lien Senior Secured Term LoanSOFR + 8.50%, 13.6% Cash07/2207/259,138 8,982 9,138 0.7 %(5) (6) (7) (19)
RevolverSOFR + 8.50%, 13.6% Cash07/2207/25— (12)— — % (6) (7) (19) (32)
9,138 8,970 9,138 
HW Holdco, LLC (Hanley Wood LLC)AdvertisingFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.9% Cash05/2112/246,905 6,835 6,788 0.6 %(5) (6) (7) (17)
First Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash05/2112/247,138 7,116 7,017 0.6 %(5) (6) (7) (17)
14,043 13,951 13,805 
18
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Hygie 31 HoldingPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.5% Cash09/2209/29$655 $563 $641 0.1 %(3) (5) (6) (7) (13)
655 563 641 
IM SquareBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.1% Cash05/2104/284,582 4,882 4,480 0.4 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.1% Cash12/2205/283,491 3,277 3,413 0.3 %(3) (5) (6) (7) (12)
8,073 8,159 7,893 
Image International Intermediate Holdco II, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.7% Cash05/2107/2424,682 24,637 24,505 2.0 %(5) (6) (7) (17)
24,682 24,637 24,505 
Infoniqa Holdings GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.0% Cash11/2111/284,111 4,169 4,059 0.3 %(3) (5) (6) (7) (13)
4,111 4,169 4,059 
Innovad Group II BVBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash05/2104/281,023 1,100 982 0.1 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanSARON + 6.50%, 8.2% Cash05/2304/28162 161 156 — %(3) (6) (7) (27) (32)
1,185 1,261 1,138 
INOS 19-090 GmbHAerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.62%, 9.2% Cash05/2112/27445 723 668 0.1 %(3) (5) (6) (7) (12)
445 723 668 
Interstellar Group B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.1% Cash08/2208/291,912 1,733 1,863 0.2 %(3) (5) (6) (7) (12)
1,912 1,733 1,863 
Ipsen International Holding GmbHCapital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.0% Cash, 0.5% PIK05/2108/241,167 1,217 1,134 0.1 %(3) (6) (7) (13) (32)
1,167 1,217 1,134 
Iridium Bidco LimitedRadio & TelevisionFirst Lien Senior Secured Term LoanSONIA + 5.50%, 10.0% Cash05/2104/254,852 5,076 4,698 0.4 %(3) (5) (6) (7) (22)
4,852 5,076 4,698 
Isolstar Holding NV (IPCOM)Trading Companies & DistributorsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.6% Cash10/2210/299,369 8,105 9,162 0.7 %(3) (5) (6) (7) (12)
9,369 8,105 9,162 
ITI Intermodal, Inc.Transportation ServicesFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.7% Cash12/2112/2713,096 12,731 12,734 1.0 %(5) (6) (7) (18)
RevolverSOFR + 6.50%, 11.7% Cash12/2112/2725 (9)(13)— %(6) (7) (18) (32)
Common Stock (1,433.37 shares)N/A12/21N/A750 772 0.1 %(6) (30)
13,121 13,472 13,493 
Jade Bidco Limited (Jane’s)Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.5% Cash05/2102/293,605 3,556 3,555 0.3 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanSOFR + 5.75%, 10.8% Cash05/2102/2921,245 20,815 20,948 1.7 %(3) (5) (6) (7) (19)
24,850 24,371 24,503 
Jon Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanBKBM + 5.50%, 10.2% Cash03/2203/273,828 4,241 3,755 0.3 %(3) (5) (6) (7) (26)
3,828 4,241 3,755 
Jones Fish Hatcheries & Distributors LLCConsumer ProductsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.9% Cash02/2202/282,785 2,740 2,701 0.2 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanSOFR + 5.75%%, 11.0% Cash02/2202/285,258 5,127 5,126 0.4 %(6) (7) (18) (32)
RevolverLIBOR + 5.50%, 10.9% Cash02/2202/28— (6)(13)— %(6) (7) (9) (32)
LLC Units (974.70 units)N/A02/22N/A97 153 — %(6)
8,043 7,958 7,967 
19
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Kano Laboratories LLCChemicals, Plastics & RubberFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash05/2111/26$2,848 $2,815 $2,808 0.2 %(5) (6) (7) (18)
2,848 2,815 2,808 
Kid Distro Holdings, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 11.3% Cash10/2110/2723,517 23,164 23,321 1.9 %(5) (6) (7) (9)
LLC Units (1,062,795.2 units)N/A10/21N/A1,064 988 0.1 %(6) (30)
23,517 24,228 24,309 
Kona Buyer, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.0% Cash05/2112/2714,291 14,103 14,104 1.1 %(5) (6) (7) (18)
14,291 14,103 14,104 
KSLB Holdings, LLCBeverage, Food and TobaccoFirst Lien Senior Secured Term LoanSOFR + 4.50%, 9.7% Cash05/2107/255,932 5,744 5,452 0.4 %(5) (6) (7) (18)
5,932 5,744 5,452 
Lambir Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.8% Cash12/2112/282,232 2,228 2,023 0.2 %(3) (5) (6) (7) (12)
Second Lien Senior Secured Term Loan12.0% PIK12/2106/29752 755 661 0.1 %(3) (6) (32)
2,984 2,983 2,684 
Lattice Group Holdings Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.3% Cash05/2205/29709 689 661 0.1 %(3) (5) (6) (7) (18)
RevolverSOFR + 5.25%, 10.3% Cash05/2211/2835 35 34 — %(3) (6) (7) (18) (32)
744 724 695 
LeadsOnline, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR +4.75%, 10.0% Cash02/2202/2812,852 12,673 12,732 1.0 %(5) (6) (7) (9)
RevolverLIBOR + 4.75%, 10.0% Cash02/2202/28— (26)(18)— %(6) (7) (9) (32)
LLC Units (39,370.1 units)N/A02/22N/A39 61 — %(6)
12,852 12,686 12,775 
Liberty Steel Holdings USA Inc.Industrial OtherRevolverSOFR + 4.50%, 9.6% Cash04/2204/257,500 7,455 7,485 0.6 %(5) (6) (7) (18)
7,500 7,455 7,485 
Life Extension Institute, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash05/2102/266,916 6,916 6,916 0.6 %(5) (6) (7) (18)
6,916 6,916 6,916 
Listrac Bidco LimitedHealth CareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 9.9% Cash02/2302/271,007 946 1,007 0.1 %(3) (6) (7) (22) (32)
Super Senior Secured Term LoanSONIA + 12.00%, 15.9% Cash02/2308/26172 156 172 — %(3) (6) (7) (22) (32)
Common Stock (255 shares)N/A03/23N/A494 444 — %(3) (6) (30) (32)
1,179 1,596 1,623 
LivTech Purchaser, Inc.Business ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 10.5% Cash05/2112/251,527 1,515 1,514 0.1 %(5) (6) (7) (9)
1,527 1,515 1,514 
Long Term Care Group, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.3% Cash04/2209/274,169 4,100 3,477 0.3 %(5) (6) (7) (8)
4,169 4,100 3,477 
Marmoutier Holding B.V.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR, 3.2% Cash , 6.8% PIK12/2112/282,230 2,224 1,878 0.2 %(3) (5) (6) (7) (12)
RevolverEURIBOR, 3.2% Cash, 5.8% PIK12/2106/2748 44 24 — %(3) (6) (7) (12) (32)
2,278 2,268 1,902 
20
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Marshall Excelsior Co.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.9% Cash02/2202/28$5,674 $5,599 $5,515 0.4 %(5) (6) (7) (18)
RevolverSOFR + 5.50%, 10.7% Cash02/2202/28806 794 782 0.1 %(6) (7) (18) (32)
6,480 6,393 6,297 
MC Group Ventures CorporationBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.8% Cash07/2106/276,586 6,480 6,536 0.5 %(5) (6) (7) (9)
Partnership Units (560 Units)N/A06/21N/A560 563 — %(6) (30) (32)
6,586 7,040 7,099 
Media Recovery, Inc. (SpotSee)Containers, Packaging & GlassFirst Lien Senior Secured Term LoanSONIA + 6.00%, 10.9% Cash05/2111/25888 973 888 0.1 %(5) (6) (7) (21)
888 973 888 
Median B.V.HealthcareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.0% Cash02/2210/276,293 6,531 5,595 0.5 %(3) (5) (7) (22)
6,293 6,531 5,595 
Medical Solutions Parent Holdings, Inc.HealthcareSecond Lien Senior Secured Term LoanSOFR + 7.00%, 12.4% Cash11/2111/294,421 4,384 3,907 0.3 %(5) (7) (18)
4,421 4,384 3,907 
Medplast Holdings, Inc.Health CareSecond Lien Senior Secured Term LoanLIBOR + 7.75%, 12.9% Cash05/2107/269,325 8,792 8,222 0.7 %(5) (7) (8)
9,325 8,792 8,222 
Mercell Holding ASTechnologyFirst Lien Senior Secured Term LoanNIBOR + 6.00%, 9.7% Cash08/2208/292,931 3,132 2,867 0.2 %(3) (5) (6) (7) (28)
Class A Units (114.4 units)N/A08/22N/A111 116 — %(3) (6) (30) (32)
Class B Units (28,943.8 units)N/A08/22N/A— 55 — %(3) (6) (30) (32)
2,931 3,243 3,038 
Mertus 522. GmbHHealth CareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 10.0% Cash05/2105/263,912 3,937 3,322 0.3 %(3) (5) (6) (7) (13)
3,912 3,937 3,322 
Metis BidCo Pty LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanBBSY + 5.25%, 9.6% Cash05/2104/26379 439 379 — %(3) (5) (6) (15)
379 439 379 
MNS Buyer, Inc.Construction and BuildingFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.7% Cash08/2108/27909 896 847 0.1 %(5) (6) (7) (8)
Partnership Units (76.92 Units)N/A08/21N/A77 51 — %(6) (30) (32)
909 973 898 
Modern Star Holdings Bidco Pty LimitedNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanBBSY + 5.75%, 9.9% Cash05/2112/26770 860 760 0.1 %(3) (5) (6) (7) (14)
770 860 760 
Mold-Rite Plastics, LLCContainers, Packaging & GlassSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 12.2% Cash09/2109/2913,983 12,789 8,110 0.7 %(5) (7) (10)
13,983 12,789 8,110 
Murphy Midco LimitedMedia, Diversified & ProductionFirst Lien Senior Secured Term LoanSONIA + 5.50%, 10.0% Cash05/2111/27660 705 650 0.1 %(3) (5) (6) (7) (22)
660 705 650 
Music Reports, Inc.Media & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.7% Cash05/2108/262,441 2,414 2,419 0.2 %(5) (6) (7) (17)
2,441 2,414 2,419 
Napa Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.0% Cash03/2203/2813,058 13,798 12,027 1.0 %(3) (5) (6) (7) (16)
13,058 13,798 12,027 
21
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Narda Acquisitionco., Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.7% Cash12/2112/27$4,545 $4,484 $4,468 0.4 %(5) (6) (7) (8)
RevolverLIBOR + 5.25%, 10.7% Cash12/2112/27— (14)(18)— % (6) (7) (9) (32)
Class A Preferred Stock (3,708.01 shares)N/A12/21N/A371 416 — %(6) (30) (32)
Class B Common Stock (412 shares)N/A12/21N/A41 45 — %(6) (30) (32)
4,545 4,882 4,911 
Navia Benefit Solutions, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.3% Cash05/2102/274,561 4,514 4,498 0.4 %(5) (6) (7) (17)
First Lien Senior Secured Term LoanSOFR + 5.25%, 10.4% Cash, 3.5% PIK11/2202/272,040 1,996 1,999 0.2 %(5) (6) (7) (18)
6,601 6,510 6,497 
NeoxCoInternet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.1% Cash01/2301/302,118 2,037 2,051 0.2 %(3) (5) (6) (7) (13)
2,118 2,037 2,051 
Net Health Acquisition Corp.Health Care TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash05/2112/2510,905 10,860 10,840 0.9 %(5) (6) (7) (17)
10,905 10,860 10,840 
Nexus Underwriting Management LimitedOther FinancialFirst Lien Senior Secured Term LoanSONIA + 5.25%, 9.4% Cash10/2110/284,307 4,442 4,245 0.3 %(3) (5) (6) (7) (22)
RevolverSONIA + 5.25%, 9.4% Cash10/2104/2477 78 77 — %(3) (6) (7) (22) (32)
4,384 4,520 4,322 
NF Holdco, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.7%03/2303/298,539 8,291 8,283 0.7 %(6) (7) (18) (32)
RevolverSOFR + 6.50%, 11.7%03/2303/29— (43)(44)— %(6) (7) (18) (32)
8,539 8,248 8,239 
Northstar Recycling, LLCEnvironmental IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.9% Cash10/2109/276,097 6,006 6,041 0.5 %(5) (6) (7) (18)
6,097 6,006 6,041 
Novotech Aus Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.75%, 9.4% Cash01/2201/283,837 4,114 3,787 0.3 %(3) (5) (6) (7) (16)
First Lien Senior Secured Term LoanSOFR + 5.75%, 10.7% Cash01/2201/284,177 4,085 4,110 0.3 %(3) (5) (6) (7) (19)
8,014 8,199 7,897 
NPM Investments 28 B.V.HealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.8% Cash09/2210/291,328 1,141 1,280 0.1 %(3) (5) (6) (7) (12)
1,328 1,141 1,280 
OA Buyer, Inc.HealthcareFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.8% Cash12/2112/289,519 9,362 9,403 0.8 %(5) (6) (7) (18)
RevolverSOFR + 5.75%, 10.8% Cash12/2112/28— (21)(16)— %(6) (7) (18) (32)
Partnership Units (210,920.11 units)N/A12/21N/A211 240 — %(6) (30) (32)
9,519 9,552 9,627 
OAC Holdings I CorpAutomotiveFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.6% Cash03/2203/293,594 3,535 3,392 0.3 %(5) (6) (7) (18)
RevolverSOFR + 5.00%, 10.6% Cash03/2203/28979 957 902 0.1 %(6) (7) (18) (32)
4,573 4,492 4,294 
OG III B.V.Containers & Glass ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 9.2% Cash06/2106/2815,261 16,199 14,986 1.2 %(3) (5) (6) (7) (12)
15,261 16,199 14,986 
22
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Omni Intermediate Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.2% Cash05/2112/26$20,030 $19,842 $19,049 1.6 %(5) (6) (7) (18)
First Lien Senior Secured Term LoanSOFR + 5.00%, 10.2% Cash06/2212/264,975 4,884 4,692 0.4 %(5) (6) (7) (18)
25,005 24,726 23,741 
Options Technology Ltd.Computer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 10.0% Cash05/2112/258,465 8,359 8,281 0.7 %(3) (5) (6) (7) (9)
8,465 8,359 8,281 
Oracle Vision Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 4.75%, 9.2% Cash06/2105/281,410 1,530 1,410 0.1 %(3) (5) (6) (7) (22)
1,410 1,530 1,410 
Origin Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 8.7% Cash06/2106/28362 396 356 — %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 10.8% Cash06/2106/28597 585 588 — %(3) (5) (6) (7) (9)
959 981 944 
OSP Hamilton Purchaser, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.5% Cash12/2112/272,252 2,217 2,211 0.2 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanSOFR + 6.00%, 11.1% Cash12/2212/272,268 2,206 2,227 0.2 %(5) (6) (7) (18)
First Lien Senior Secured Term LoanSOFR + 6.25%, 11.6%% Cash03/2312/2710,025 9,738 9,843 0.8 % (6) (7) (18) (32)
RevolverLIBOR + 6.00%, 11.5% Cash12/2112/27226 201 209 — %(6) (7) (9) (32)
LP Units (60,040 units)N/A07/22N/A634 674 0.1 %(6) (30)
14,771 14,996 15,164 
Panoche Energy Center LLCElectricFirst Lien Senior Secured Bond6.9% Cash07/2207/294,636 4,198 4,358 0.4 %(6) (32)
4,636 4,198 4,358 
Panther Bidco Pty Ltd (Junior Adventures Group)Consumer ServicesFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.7% Cash05/2106/24643 746 631 0.1 %(3) (5) (6) (15)
643 746 631 
Pare SAS (SAS Maurice MARLE)Health Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.8% Cash05/2112/26542 594 529 — %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanSOFR + 6.50%, 11.7% Cash11/2210/264,900 4,728 4,735 0.4 %(3) (5) (6) (7) (18)
5,442 5,322 5,264 
Patriot New Midco 1 Limited (Forensic Risk Alliance)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 10.1% Cash05/2102/27338 371 321 — %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.75%, 12.1% Cash05/2102/27412 409 391 — %(3) (5) (6) (7) (9)
750 780 712 
PDQ.Com CorporationBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash08/2108/2717,607 17,318 17,441 1.4 %(5) (6) (7) (18)
Class A-2 Partnership Units (86.4 units)N/A08/2108/2786 150 — %(6) (30) (32)
17,607 17,404 17,591 
PEGASUS TRANSTECH HOLDING, LLCTruckingFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.0% Cash05/2111/249,903 9,881 9,785 0.8 %(5) (6) (7) (17)
9,903 9,881 9,785 
Perforce Software, Inc.Internet Software & ServicesSecond Lien Senior Secured Term LoanSOFR + 8.00%, 13.2% Cash05/2107/276,497 6,440 6,322 0.5 %(5) (6) (7) (17)
6,497 6,440 6,322 
23
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Perimeter Master Note Business TrustCredit Card ABSStructured Secured Note - Class A4.7% Cash05/2205/27$182 $182 $166 — %(3) (6) (32)
Structured Secured Note - Class B5.4% Cash05/2205/27182 182 165 — %(3) (6) (32)
Structured Secured Note - Class C5.9% Cash05/2205/27182 182 158 — %(3) (6) (32)
Structured Secured Note - Class D8.5% Cash05/2205/27182 182 160 — %(3) (6) (32)
Structured Secured Note - Class E11.4% Cash05/2205/279,274 9,274 7,982 0.7 %(3) (6) (32)
10,002 10,002 8,631 
Permaconn BidCo Pty LtdTelecommunica-tionsFirst Lien Senior Secured Term LoanBBSY + 5.75%, 9.9% Cash12/2112/277,429 7,820 7,327 0.6 %(3) (5) (6) (7) (15)
7,429 7,820 7,327 
Polara Enterprises, L.L.C.Capital EquipmentFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.3% Cash12/2112/274,179 4,115 4,125 0.3 %(5) (6) (7) (18)
First Lien Senior Secured Term LoanSOFR + 4.75%, 10.3% Cash06/2212/272,564 2,521 2,531 0.2 %(5) (6) (7) (18)
RevolverSOFR + 4.75%, 10.3% Cash12/2112/27— (15)(12)— %(6) (7) (18) (32)
Partnership Units (7,408.6 units)N/A12/21N/A741 1,059 0.1 %(6) (30)
6,743 7,362 7,703 
Policy Services Company, LLCProperty & Casualty InsuranceFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.3% Cash, 4.0% PIK12/2106/2652,660 51,367 51,612 4.2 %(6) (7) (8) (32)
Warrants - Class A (2.6774 units)N/A12/21N/A— 395 — %(5) (6) (30)
Warrants - Class B (0.9036 units)N/A12/21N/A— 133 — %(5) (6) (30)
Warrants - Class CC (0.0929 units)N/A12/21N/A— — — %(5) (6) (30)
Warrants - Class D (0.2586 units)N/A12/21N/A— 38 — %(5) (6) (30)
52,660 51,367 52,178 
Premium Franchise Brands, LLCResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.5% Cash05/2112/2624,534 24,210 24,295 2.0 %(5) (6) (7) (9)
24,534 24,210 24,295 
Premium InvestBrokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.2% Cash06/2106/284,582 4,737 4,582 0.4 %(3) (5) (6) (7) (13)
4,582 4,737 4,582 
Preqin MC LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.3% Cash08/2107/282,500 2,442 2,448 0.2 %(3) (5) (6) (7) (19)
2,500 2,442 2,448 
Professional Datasolutions, Inc. (PDI)Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 9.8% Cash05/2110/2411,667 11,640 11,364 0.9 %(5) (6) (7) (9)
11,667 11,640 11,364 
ProfitOptics, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.8% Cash03/2203/28656 645 646 0.1 %(5) (6) (7) (10)
RevolverLIBOR + 5.75%, 10.8% Cash03/2203/28161 158 158 — %(6) (7) (10) (32)
Senior Subordinated Term Loan8.0% Cash03/2203/2932 32 29 — %(6) (32)
LLC Units (96,774.2 units)N/A03/22N/A65 72 — %(6) (30) (32)
849 900 905 
Protego Bidco B.V.Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 9.8% Cash05/2103/28530 563 512 — %(3) (5) (6) (7) (13)
RevolverEURIBOR + 6.50%, 9.4% Cash05/2103/27130 140 126 — %(3) (6) (7) (13) (32)
660 703 638 
24
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(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 + 6.25%, 9.7% Cash05/2205/29$892 $828 $764 0.1 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 11.8% Cash05/2205/29866 845 798 0.1 %(3) (5) (6) (7) (9)
1,758 1,673 1,562 
QPE7 SPV1 BidCo Pty LtdConsumer CyclicalFirst Lien Senior Secured Term LoanBBSY + 4.50%, 8.6% Cash09/2109/267,162 7,410 6,967 0.6 %(3) (5) (6) (7) (14)
7,162 7,410 6,967 
Qualified Industries, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash03/2303/29909 883 884 0.1 %(6) (7) (18) (32)
RevolverSOFR + 5.75%, 11.0% Cash03/2303/29— (10)(10)— %(6) (7) (18) (32)
Preferred Stock (223 shares)N/A03/23N/A216 229 — %(6) (30) (32)
Common Stock (454,545 shares)N/A03/23N/A4 — — %(6) (30) (32)
909 1,093 1,103 
Questel UniteBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.8% Cash05/2112/271,929 2,003 1,849 0.2 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 11.6% Cash05/2112/271,000 989 983 0.1 %(3) (5) (6) (7) (9)
2,929 2,992 2,832 
R1 Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.1% Cash12/2212/288,061 7,754 7,787 0.6 %(5) (6) (7) (19)
RevolverSOFR + 6.25%, 11.1% Cash12/2212/28126 61 69 — %(6) (7) (19) (32)
8,187 7,815 7,856 
Randys Holdings, Inc.Automobile ManufacturersFirst Lien Senior Secured Term LoanSOFR + 6.50%, 11.5% Cash11/2211/2811,476 11,049 11,080 0.9 %(5) (6) (7) (18)
RevolverSOFR + 6.50%, 11.5% Cash11/2211/28440 377 386 — %(6) (7) (18) (32)
Partnership Units (6,667 units)N/A11/22N/A667 716 0.1 %(6) (30) (32)
11,916 12,093 12,182 
Recovery Point Systems, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.1% Cash05/2107/262,417 2,417 2,417 0.2 %(5) (6) (7) (18)
2,417 2,417 2,417 
Renaissance Holding Corp.Application SoftwareSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 12.2% Cash05/2105/269,325 9,309 9,122 0.7 %(5) (7) (8)
9,325 9,309 9,122 
Renovation Parent Holdings, LLCHome FurnishingsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.8% Cash11/2111/2714,345 14,073 12,566 1.0 %(5) (6) (7) (9)
Partnership Equity (592,105.3 units)N/A11/21N/A592 209 — %(6) (30) (32)
14,345 14,665 12,775 
REP SEKO MERGER SUB LLCAir Freight & LogisticsFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.0% Cash05/2112/265,966 6,269 5,907 0.5 %(5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.0% Cash06/2212/2614,051 13,326 13,864 1.1 %(5) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 4.75%, 9.9% Cash05/2112/267,918 7,903 7,816 0.6 %(5) (6) (7) (8)
27,935 27,498 27,587 
Resonetics, LLCHealth Care EquipmentSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 12.3% Cash05/2104/2910,304 10,136 10,015 0.8 %(5) (6) (7) (9)
10,304 10,136 10,015 
RevSpring, Inc.Business ServicesSecond Lien Senior Secured Term LoanSOFR + 8.25%, 13.8% Cash05/2110/262,556 2,520 2,556 0.2 %(5) (6) (7) (18)
2,556 2,520 2,556 
25
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Riedel Beheer B.V.Food & BeverageFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.8% Cash12/2112/28$2,263 $2,252 $2,104 0.2 %(3) (5) (6) (7) (12)
2,263 2,252 2,104 
ROI Solutions LLCBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 10.5% Cash05/2108/248,037 8,037 8,037 0.7 %(5) (6) (7) (9)
8,037 8,037 8,037 
Royal Buyer, LLCIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.6% Cash08/2208/2810,363 10,141 10,181 0.8 %(5) (6) (7) (18)
RevolverSOFR + 5.50%, 10.6% Cash08/2208/28544 502 510 — %(6) (7) (18) (32)
10,907 10,643 10,691 
RPX CorporationResearch & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.7% Cash05/2110/2515,929 15,761 15,780 1.3 %(5) (6) (7) (18)
15,929 15,761 15,780 
Safety Products Holdings, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.5% Cash05/2112/265,349 5,278 5,125 0.4 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.5% Cash05/2109/23158 151 36 — %(5) (6) (7) (9)
5,507 5,429 5,161 
Sandvine CorporationCommunications EquipmentSecond Lien Senior Secured Term LoanSOFR + 8.00%, 13.2% Cash05/2111/268,685 8,663 8,077 0.7 %(5) (6) (7) (17)
8,685 8,663 8,077 
Sanoptis S.A.R.L.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.6% Cash06/2207/299,011 8,448 8,767 0.7 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanSARON + 5.50%, 6.9% Cash06/2207/295,356 4,962 5,221 0.4 %(3) (5) (6) (7) (27)
14,367 13,410 13,988 
SBP Holdings LPIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 6.75%, 12.0% Cash03/2303/288,435 8,104 8,118 0.7 %(6) (7) (18) (32)
RevolverSOFR + 6.75%, 12.0% Cash03/2303/28— (36)(34)— %(6) (7) (18) (32)
8,435 8,068 8,084 
Scaled Agile, Inc.Research & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.6% Cash12/2112/281,811 1,782 1,790 0.1 %(5) (6) (7) (18)
RevolverSOFR + 5.25%, 10.6% Cash12/2112/28— (5)(3)— %(6) (7) (18) (32)
1,811 1,777 1,787 
Scout Bidco B.V.Diversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.7% Cash05/2203/293,315 3,150 3,306 0.3 %(3) (5) (6) (7) (13)
RevolverEURIBOR + 5.50%, 8.7% Cash05/2203/29— (11)(1)— %(3) (6) (7) (13) (32)
3,315 3,139 3,305 
Sereni Capital NVConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.8% Cash05/2211/28477 441 465 — %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 9.8% Cash05/2205/29501 480 488 — %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 6.50%, 10.4% Cash05/2211/28912 868 871 0.1 %(3) (6) (7) (13) (32)
1,890 1,789 1,824 
Shelf Bidco LtdOther FinancialFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.2% Cash12/2201/3025,800 25,040 25,057 2.0 %(3) (6) (7) (18) (32)
Common Stock (1,200,000 shares)N/A12/22N/A1,200 1,200 0.1 %(3) (6) (30) (32)
25,800 26,240 26,257 
Simulation Software Investment Company Pty LtdBusiness ServicesFirst Lien Senior Secured Term LoanBBSY + 5.50%, 9.3% Cash05/2108/25876 899 866 0.1 %(3) (5) (6) (7) (15)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.3% Cash05/2108/25957 942 943 0.1 %(3) (5) (6) (7) (18)
1,833 1,841 1,809 
26
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
SISU ACQUISITIONCO., INCAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 11.0% Cash05/2112/26$2,506 $2,476 $2,491 0.2 %(5) (6) (7) (9)
2,506 2,476 2,491 
Smartling, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.9% Cash11/2111/2716,423 16,173 16,127 1.3 %(5) (6) (7) (8)
RevolverLIBOR + 5.75%, 10.9% Cash11/2111/27— (15)(19)— %(6) (7) (8) (32)
16,423 16,158 16,108 
SN BUYER, LLCHealth Care ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.9% Cash05/2112/265,110 5,063 5,031 0.4 %(5) (6) (7) (18)
First Lien Senior Secured Term LoanSOFR + 5.75%, 10.9% Cash11/2212/262,104 2,067 2,071 0.2 %(5) (6) (7) (18)
7,214 7,130 7,102 
Soho Square III Debtco II SARLDiversified Capital MarketsFirst Lien Senior Secured Term Loan9.5% PIK10/2210/278,626 7,844 8,606 0.7 %(3) (6) (32)
8,626 7,844 8,606 
Solo Buyer, L.P.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.4% Cash12/2212/2916,565 16,177 16,207 1.3 %(6) (7) (18) (32)
RevolverSOFR + 6.25%, 11.4% Cash12/2212/28399 354 356 — %(6) (7) (18) (32)
Partnership Units (516,399 units)N/A12/22N/A516 479 — %(6) (30)
16,964 17,047 17,042 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)Other UtilityFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.2% Cash11/2203/271,930 1,885 1,889 0.2 %(5) (6) (7) (18)
RevolverPrime + 4.00%, 12.3% Cash11/2203/2759 56 56 — %(6) (7) (29) (32)
1,989 1,941 1,945 
Spatial Business Systems LLCElectricFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.1% Cash10/2210/286,079 5,776 5,823 0.5 %(5) (6) (7) (17)
RevolverSOFR + 5.00%, 10.1% Cash10/2210/28— (31)(26)— %(6) (7) (17) (32)
6,079 5,745 5,797 
Springbrook Software (SBRK Intermediate, Inc.)Enterprise Software & ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash05/2112/266,655 6,595 6,549 0.5 %(5) (6) (7) (18)
First Lien Senior Secured Term LoanSOFR + 6.50%, 11.7% Cash12/2212/264,150 4,075 4,081 0.3 %(5) (6) (7) (19)
10,805 10,670 10,630 
SSCP Pegasus Midco LimitedHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSONIA + 6.50%, 11.0% Cash05/2111/27716 768 711 0.1 %(3) (5) (6) (7) (21)
716 768 711 
SSCP Spring Bidco LimitedHealth CareFirst Lien Senior Secured Term LoanSONIA + 5.75%, 10.2% Cash05/2107/251,045 1,152 1,045 0.1 %(3) (5) (6) (7) (22)
1,045 1,152 1,045 
SSCP Thermal Bidco SASIndustrial MachineryFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 9.0% Cash05/2107/24726 804 726 0.1 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 10.2% Cash05/2107/2498 98 98 — %(3) (5) (6) (7) (10)
824 902 824 
Starnmeer B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.3% Cash10/2104/2713,388 13,240 13,300 1.1 %(3) (5) (6) (7) (18)
13,388 13,240 13,300 
Superjet Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash12/2112/2722,827 22,466 22,599 1.8 %(5) (6) (7) (18)
RevolverSOFR + 5.75%, 11.0% Cash12/2112/27— (28)(18)— %(6) (7) (18) (32)
22,827 22,438 22,581 
Syniverse Holdings, Inc.Technology DistributorsSeries A Preferred Equity (7,575,758 units)12.5% PIK05/22N/A8,451 8,219 0.7 %(5) (6)
8,451 8,219 
27
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Syntax Systems LtdTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.9% Cash11/2110/28$6,346 $6,293 $6,005 0.5 %(3) (5) (6) (7) (8)
RevolverLIBOR + 5.75%, 10.9% Cash11/2110/26617 611 578 — %(3) (6) (7) (8) (32)
6,963 6,904 6,583 
TA SL Cayman Aggregator Corp.TechnologySubordinated Term Loan7.8% PIK07/2107/281,115 1,101 1,086 0.1 %(6) (32)
Common Stock (770 shares)N/A07/21N/A24 32 — %(6) (30) (32)
1,115 1,125 1,118 
Tank Holding CorpMetal & Glass ContainersFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash03/2203/2814,202 13,939 13,620 1.1 %(5) (6) (7) (17)
First Lien Senior Secured Term LoanSOFR + 6.00%, 11.2% Cash05/2303/284,765 4,564 4,560 0.4 %(6) (7) (17) (32)
RevolverSOFR + 5.75%, 11.0% Cash03/2203/28491 479 464 — %(6) (7) (17) (32)
19,458 18,982 18,644 
Tanqueray Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 6.25%, 10.4% Cash11/2211/291,725 1,494 1,663 0.1 %(3) (5) (6) (7) (21)
1,725 1,494 1,663 
Team Air Distributing, LLCConsumer CyclicalSubordinated Term Loan12.0% Cash5/23N/A600 588 588 — %(6) (32)
Partnership Equity (400,000 units)N/A5/235/28400 392 — %(6) (30)
600 988 980 
Techone B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 9.0% Cash11/2111/285,970 5,855 5,836 0.5 %(3) (5) (6) (7) (12)
RevolverEURIBOR + 5.50%, 9.0% Cash11/2105/2896 88 91 — %(3) (6) (7) (12) (32)
6,066 5,943 5,927 
Tencarva Machinery Company, LLCCapital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 10.5% Cash12/2112/276,280 6,195 6,227 0.5 %(5) (6) (7) (10)
RevolverLIBOR + 5.00%, 10.5% Cash12/2112/27— (15)(10)— %(6) (7) (10) (32)
6,280 6,180 6,217 
Terrybear, Inc.Consumer ProductsSubordinated Term Loan10.0% Cash, 4.0% PIK04/2204/28269 265 261 — % (6) (32)
Common Stock (24,358.97 shares)N/A04/22NA239 158 — %(6) (30)
269 504 419 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)Brokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanSOFR + 4.25%, 9.4% Cash10/2112/271,245 1,165 1,245 0.1 %(5) (6) (7) (18)
RevolverSOFR + 4.25%, 9.4% Cash10/2112/27— (16)— — %(6) (7) (18) (32)
Subordinated Term LoanLIBOR + 7.75%, 12.9% Cash10/2110/285,188 5,108 5,143 0.4 %(6) (10) (32)
6,433 6,257 6,388 
The Cleaver-Brooks Company, Inc.Capital EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.7% Cash07/2207/2815,112 14,801 14,867 1.2 %(5) (6) (7) (17)
Subordinated Term Loan11.0%, PIK07/2207/295,266 5,170 5,185 0.4 % (6) (32)
20,378 19,971 20,052 
The Hilb Group, LLCInsurance BrokerageFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash05/2112/267,787 7,632 7,616 0.6 %(5) (6) (7) (17)
7,787 7,632 7,616 
The Octave Music Group, Inc.Media: Diversified & ProductionSecond Lien Senior Secured Term LoanSOFR + 7.50%, 12.4% Cash04/2204/306,541 6,426 6,465 0.5 %(5) (6) (7) (18)
Partnership Equity (353,584.39 units)N/A04/22N/A354 627 0.1 % (6) (30) (32)
6,541 6,780 7,092 
28
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Total Safety U.S. IncDiversified Support ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash08/2108/25$2,266 $2,251 $2,151 0.2 %(7) (9) (32)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.5% Cash, 5.0% PIK07/2208/257,804 7,804 7,804 0.6 %(6) (7) (9) (32)
10,070 10,055 9,955 
Trader CorporationTechnologyFirst Lien Senior Secured Term LoanCDOR + 6.75%, 12.0% Cash12/2212/294,699 4,445 4,602 0.4 %(3) (5) (6) (7) (24)
RevolverCDOR + 6.75%, 12.0% Cash12/2212/28— (8)(7)— %(3) (6) (7) (24) (32)
4,699 4,437 4,595 
Trident Maritime Systems, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 11.0% Cash05/2102/278,914 8,821 8,718 0.7 %(5) (6) (7) (9)
8,914 8,821 8,718 
Truck-Lite Co., LLCAutomotive Parts & EquipmentFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.7% Cash05/2112/2621,214 20,983 20,931 1.7 %(5) (6) (7) (18)
21,214 20,983 20,931 
TSYL Corporate Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.7% Cash12/2212/28636 593 598 — %(5) (6) (7) (18)
RevolverSOFR + 4.75%, 10.7% Cash12/2212/28— (3)(3)— % (6) (7) (18) (32)
Partnership Units (4,673 units)N/A12/22NA5 4 — % (6) (30) (32)
636 595 599 
Turbo Buyer, Inc.Finance CompaniesFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.6% Cash11/2112/2512,590 12,413 12,351 1.0 %(5) (6) (7) (18)
12,590 12,413 12,351 
Turnberry Solutions, Inc.Consumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.9% Cash07/2109/262,632 2,598 2,603 0.2 %(5) (6) (7) (18)
2,632 2,598 2,603 
UKFast Leaders LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 4.50%, 4.5% Cash, 3.4% PIK05/2109/274,561 4,963 4,064 0.3 %(3) (5) (6) (7) (21)
4,561 4,963 4,064 
Union Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 11.2% Cash06/2206/292,496 2,334 2,336 0.2 %(3) (5) (6) (7) (21)
2,496 2,334 2,336 
United Therapy Holding III GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.2% Cash04/2203/291,655 1,582 1,342 0.1 %(3) (5) (6) (7) (13)
1,655 1,582 1,342 
Unither (Uniholding)PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.8% Cash03/2303/302,068 1,952 1,999 0.2 %(3) (5) (6) (7) (12)
2,068 1,952 1,999 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)Legal ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.0% Cash05/2111/242,497 2,403 2,303 0.2 %(5) (6) (7) (17)
2,497 2,403 2,303 
Utac CeramBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 8.4% Cash, 1.8% PIK05/2109/27872 947 834 0.1 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 4.75%, 10.3% Cash, 1.8% PIK05/2109/27243 238 232 — %(3) (5) (6) (7) (9)
1,115 1,185 1,066 
Validity, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.7% Cash05/2105/25939 916 939 0.1 %(5) (6) (7) (10)
939 916 939 
Victoria Bidco LimitedIndustrial MachineryFirst Lien Senior Secured Term LoanSONIA + 6.50%, 11.4% Cash03/2201/29500 465 470 — %(3) (5) (6) (7) (21)
First Lien Senior Secured Term LoanSONIA + 6.50%, 9.9% Cash03/2201/294,874 5,048 4,587 0.4 %(3) (5) (6) (7) (22)
5,374 5,513 5,057 
29
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
VistaJet Pass Through Trust 2021-1BAirlinesStructured Secured Note - Class B6.3% Cash11/2102/29$8,571 $8,571 $6,934 0.6 % (6) (32)
8,571 8,571 6,934 
Vital Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.8% Cash06/2106/284,976 4,846 4,976 0.4 %(5) (6) (7) (18)
Partnership Units (1,096.2 units)N/A06/21N/A11 26 — % (6) (30)
4,976 4,857 5,002 
VP Holding CompanyTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.7% Cash05/2105/2422,967 22,780 22,347 1.8 %(5) (6) (7) (17)
22,967 22,780 22,347 
W2O Holdings, Inc.Healthcare TechnologyFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.2% Cash05/2106/251,103 1,098 1,081 0.1 %(6) (7) (18) (32)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.7% Cash05/2106/25484 471 471 — %(6) (7) (18) (32)
1,587 1,569 1,552 
Wheels Up Experience IncTransportation ServicesFirst Lien Senior Secured Term Loan12.0% Cash09/2210/2921,375 20,580 18,169 1.5 % (6) (32)
21,375 20,580 18,169 
Whitcraft Holdings, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanSOFR + 7.00%, 11.9% Cash02/232/2912,903 12,410 12,417 1.0 %(6) (7) (18) (32)
RevolverSOFR + 7.00%, 11.9% Cash02/232/29— (95)(95)— %(6) (7) (18) (32)
LP Units (84,116.1 units)N/A02/23N/A841 840 0.1 % (6) (30) (32)
12,903 13,156 13,162 
Woodland Foods, LLCFood & BeverageFirst Lien Senior Secured Term LoanSOFR + 5.75%, 11.3% Cash12/2112/278,232 8,105 7,524 0.6 %(5) (6) (7) (18)
RevolverSOFR + 5.75%, 11.3% Cash12/2112/27685 660 545 — %(6) (7) (18) (32)
Common Stock (1,204.46 shares)N/A12/21N/A1,204 727 0.1 % (6) (30)
8,917 9,969 8,796 
World 50, Inc.Professional ServicesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.0% Cash05/2101/2615,215 15,033 15,101 1.2 %(5) (6) (7) (17)
First Lien Senior Secured Term LoanSOFR + 5.25%, 10.4% Cash05/2101/26514 514 509 — %(5) (6) (7) (17)
15,729 15,547 15,610 
WWEC Holdings III CorpCapital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.00%, 11.2% Cash10/2210/285,739 5,570 5,587 0.5 %(5) (6) (7) (18)
RevolverSOFR + 6.00%, 11.2% Cash10/2210/28559 519 524 — %(6) (7) (18) (32)
6,298 6,089 6,111 
Xeinadin Bidco LimitedFinancial OtherFirst Lien Senior Secured Term LoanSONIA + 5.25%, 9.7% Cash05/2205/2911,340 10,704 11,041 0.9 %(3) (5) (6) (7) (21)
Subordinated Term Loan11.0% PIK05/2205/294,280 4,046 4,187 0.3 %(3) (6) (7) (32)
Common Stock (36,533 shares)N/A05/22N/A452 431 — %(3) (6) (30) (32)
15,620 15,202 15,659 
ZB Holdco LLCFood & BeverageFirst Lien Senior Secured Term LoanSOFR + 4.75%, 10.1% Cash02/2202/284,020 3,969 3,977 0.3 %(5) (6) (7) (18)
RevolverSOFR + 4.75%, 10.1% Cash02/2202/28— (13)(9)— % (6) (7) (18) (32)
LLC Units (152.7 units)N/A02/22N/A153 217 — % (6) (30)
4,020 4,109 4,185 
30
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustry
Investment Type(1)(2)
InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Zeppelin Bidco LimitedServices: BusinessFirst Lien Senior Secured Term LoanSONIA + 6.25%, 11.2% Cash03/2203/29$3,076 $3,086 $2,842 0.2 %(3) (5) (6) (7)
3,076 3,086 2,842 
Subtotal Non–Control / Non–Affiliate Investments (164.7%)2,029,361 2,069,774 2,022,288 
Affiliate Investments (4):
CPCF BPCC LLCInvestment Funds & Vehicles9.1% Member InterestN/A6/23N/A4,622 4,534 0.4 %(3) (30) (32)
4,622 4,534 
Eclipse Business Capital, LLCBanking, Finance, Insurance & Real EstateRevolverSOFR + 7.25%08/2107/282,567 2,498 2,567 0.2 %(6) (17) (32)
Second Lien Senior Secured Term Loan7.5% Cash08/2107/283,209 3,184 3,209 0.3 %(6) (32)
LLC Units (63,139,338 units)N/A08/21N/A66,059 102,939 8.4 %(6) (32)
5,776 71,741 108,715 
Rocade Holdings LLCOther FinancialPreferred LP Units (62,000 units)SOFR + 6.0% PIK02/23N/A63,555 63,555 5.2 %(6) (32)
Common LP Units (30.8 units)N/A02/23N/A— 97 — %(6) (30) (32)
63,555 63,652 
Thompson Rivers LLCInvestment Funds & Vehicles6.3% Member InterestN/A08/21N/A12,999 6,040 0.5 %(30) (32)
12,999 6,040 
Waccamaw River LLCInvestment Funds & Vehicles20% Member InterestN/A08/21N/A25,082 20,357 1.7 % (3) (32)
25,082 20,357 
Subtotal Affiliate Investments (16.6%)5,776 177,999 203,298 
Total Investments, June 30, 2023 (181.3%)*$2,035,137 $2,247,773 $2,225,586 

Derivative Instruments
Interest Rate Swaps:
DescriptionCompany ReceivesCompany PaysMaturity DateNotional AmountValueHedged InstrumentUnrealized Appreciation (Depreciation)
Interest rate swap (See Note 5)6.00%SOFR + 3.245%5/10/2027$100,000 $(4,813)Series D Notes$(4,813)
Interest rate swap (See Note 5)6.00%SOFR + 3.382%5/10/2027$55,000 $(2,916)Series E Notes(2,916)
Total Interest Rate Swaps, June 30, 2023$(7,729)

31
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(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$68,655$45,936BNP Paribas SA07/07/23$(198)
Foreign currency forward contract (AUD)$46,740A$68,655BNP Paribas SA07/07/231,002 
Foreign currency forward contract (AUD)$46,242A$68,939BNP Paribas SA10/10/23196 
Foreign currency forward contract (CAD)C$7,321$5,551BNP Paribas SA07/07/23(20)
Foreign currency forward contract (CAD)$5,461C$7,321BNP Paribas SA07/07/23(70)
Foreign currency forward contract (CAD)$5,361C$7,053BNP Paribas SA10/10/2324 
Foreign currency forward contract (DKK)7,483kr.$1,102BNP Paribas SA07/07/23(4)
Foreign currency forward contract (DKK)$1,1017,483kr.BNP Paribas SA07/07/233 
Foreign currency forward contract (DKK)$1,1007,431kr.BNP Paribas SA10/10/234 
Foreign currency forward contract (EUR)€204,324$224,048BNP Paribas SA07/07/23(936)
Foreign currency forward contract (EUR)$223,627€204,324BNP Paribas SA07/07/23514 
Foreign currency forward contract (EUR)$226,210€205,324BNP Paribas SA10/10/23932 
Foreign currency forward contract (GBP)£57,676$73,533BNP Paribas SA07/07/23(240)
Foreign currency forward contract (GBP)$71,657£57,676BNP Paribas SA07/07/23(1,636)
Foreign currency forward contract (GBP)$73,540£57,676BNP Paribas SA10/10/23238 
Foreign currency forward contract (NZD)NZ$8,422$5,200BNP Paribas SA07/07/23(36)
Foreign currency forward contract (NZD)$5,297NZ$8,422BNP Paribas SA07/07/23133 
Foreign currency forward contract (NZD)$5,254NZ$8,515BNP Paribas SA10/10/2336 
Foreign currency forward contract (NOK)40,762kr$3,783BNP Paribas SA07/07/2324 
Foreign currency forward contract (NOK)$3,96740,762krBNP Paribas SA07/07/23160 
Foreign currency forward contract (NOK)$3,84241,276krBNP Paribas SA10/10/23(25)
Foreign currency forward contract (SEK)5,829kr$544BNP Paribas SA07/07/23(4)
Foreign currency forward contract (SEK)$5645,829krBNP Paribas SA07/07/2324 
Foreign currency forward contract (SEK)$5535,904krBNP Paribas SA10/10/233 
Foreign currency forward contract (CHF)5,238Fr.$5,867BNP Paribas SA07/07/23(12)
Foreign currency forward contract (CHF)$5,7965,238Fr.BNP Paribas SA07/07/23(57)
Foreign currency forward contract (CHF)$5,8705,186Fr.BNP Paribas SA10/10/2313 
Total Foreign Currency Forward Contracts, June 30, 2023$68 
*    Fair value as a percentage of net assets.
(1)All debt investments are income producing, unless otherwise noted. Equity and any equity-linked investments are non-income producing, unless otherwise noted. The Board of Directors (the “Board”) of Barings Private Credit CorporationCorporation’s (the “Company”) determinedexternal investment adviser, Barings LLC (“Barings” or the “Adviser”), determines in good faith that all investments were valued atthe fair value of the Company’s investments in accordance with a valuation policy and processes established by the Adviser, which have been approved by the Company’s valuation policies and proceduresboard of directors (the “Board”), and the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. Variable rate loans to the Company’s portfolio companies bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR”), the Secured Overnight Financing Rate (“SOFR”), the Euro Interbank Offered Rate (“EURIBOR”), the Bank Bill Swap Bid Rate (“BBSY”), the Stockholm Interbank Offered Rate (“STIBOR”), the Canadian Dollar Offered Rate (“CDOR”), the Sterling Overnight Index Average (“SONIA”), the Swiss Average Rate Overnight (“SARON”), the Norwegian Interbank Offered Rate (“NIBOR”), the Bank Bill Market rate (“BKBM”) or an alternate base rate (commonly based on among other things, the inputFederal Funds Rate or the Prime Rate), at the borrower’s option, which reset annually, semi-annually, quarterly or monthly. For each such loan, the Company has provided the interest rate in effect on the date presented. SOFR-based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread. The borrower may also elect to have multiple interest reset periods for each loan.
(2)All of the Company’s external investment adviser, Barings LLC (“Barings” or “Adviser”)portfolio company investments (including joint venture investments), the Company’s Audit Committee and an independent valuation firm that has been engaged to assist in the valuationwhich as of June 30, 2023 represented 181.3% of the Company’s middle-market equitynet 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 24.1% of total investments at fair value as of June 30, 2023. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
(4)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns between 5% or more, up to 25% (inclusive), of the portfolio company's voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled “Affiliate Investments” for the six months endedJune 30, 2023 were as follows:
32
Barings Private Credit Corporation
Unaudited Consolidated Schedule of Investments — (Continued)
June 30, 2023
(Amounts in thousands, except share amounts)
December 31, 2022
Value		Gross Additions
(a)		Gross Reductions (b)Amount of Realized Gain (Loss)Amount of Unrealized Gain (Loss)June 30, 2023 ValueAmount of Interest or Dividends Credited to Income(c)
Portfolio CompanyType of Investment
CPCF BPCC LLC9.1% Member Interest$— $4,623 $— $— $(89)$4,534 $— 
— 4,623 — — (89)4,534 — 
Eclipse Business Capital, LLC (d)
Second Lien Senior Secured Term Loan (7.5% Cash)3,209 2 — — (2)3,209 122 
Revolver (SOFR + 7.25%)3,722 6,744 (7,893)— (6)2,567 191 
LLC units (63,139,338 units)95,340 250 — — 7,349 102,939 5,218 
102,271 6,996 (7,893)— 7,341 108,715 5,531 
Rocade Holdings LLC (d)
Preferred LP Units (62,000 units) (SOFR + 6.00%)— 63,555 — — — 63,555 1,555 
Common LP Units (30.8 units)— — — — 97 97 — 
— 63,555 — — 97 63,652 1,555 
Thompson Rivers LLC6.3% Member Interest12,041 — (6,214)— 213 6,040 — 
12,041 — (6,214)— 213 6,040 — 
Waccamaw River LLC20% Member Interest20,212 2,480 — — (2,335)20,357 1,460 
20,212 2,480 — — (2,335)20,357 1,460 
Total Affiliate Investments$134,524 $77,654 $(14,107)$— $5,227 $203,298 $8,546 
(a) Gross additions include increases in the cost basis of investments resulting from new investments, follow-on investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.
(b)     Gross reductions include decreases in the total cost basis of investments resulting from principal repayments, sales and return of capital.
(c)    Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.
(d) The fair value of the investment was determined using significant unobservable inputs.
(5)Some or all of the investment is or will be encumbered as security for BPC Funding LLC’s $800.0 million senior secured revolving credit facility with BNP Paribas (as amended, restated and modified from time to time, the “Revolving Credit Facility”).
(6)The fair value of the investment was determined using significant unobservable inputs.
(7)Debt investment includes interest rate floor feature.
(8)The interest rate on these loans is subject to 1 Month LIBOR, which as of June 30, 2023 was 5.21771%.
(9)The interest rate on these loans is subject to 3 Month LIBOR, which as of June 30, 2023 was 5.54543%.
(10)The interest rate on these loans is subject to 6 Month LIBOR, which as of June 30, 2023 was 5.76229%.
(11)The interest rate on these loans is subject to 1 Month EURIBOR, which as of June 30, 2023 was 3.39900%.
(12)The interest rate on these loans is subject to 3 Month EURIBOR, which as of June 30, 2023 was 3.57700%.
(13)The interest rate on these loans is subject to 6 Month EURIBOR, which as of June 30, 2023 was 3.90000%.
(14)The interest rate on these loans is subject to 1 Month BBSY, which as of June 30, 2023 was 4.14400%.
(15)The interest rate on these loans is subject to 3 Month BBSY, which as of June 30, 2023 was 4.35070%.
(16)The interest rate on these loans is subject to 6 Month BBSY, which as of June 30, 2023 was 4.70000%.
(17)The interest rate on these loans is subject to 1 Month SOFR, which as of June 30, 2023 was 5.14078%.
(18)The interest rate on these loans is subject to 3 Month SOFR, which as of June 30, 2023 was 5.26836%.
(19)The interest rate on these loans is subject to 6 Month SOFR, which as of June 30, 2023 was 5.39064%.
(20)The interest rate on these loans is subject to 1 Month SONIA, which as of June 30, 2023 was 4.93960%.
(21)The interest rate on these loans is subject to 3 Month SONIA, which as of June 30, 2023 was 5.27080%.
(22)The interest rate on these loans is subject to 6 Month SONIA, which as of June 30, 2023 was 5.66650%.
(23)The interest rate on these loans is subject to 3 Month STIBOR, which as of June 30, 2023 was 3.81400%.
(24)The interest rate on these loans is subject to 1 Month CDOR, which as of June 30, 2023 was 5.27250%.
(25)The interest rate on these loans is subject to 3 Month CDOR, which as of June 30, 2023 was 5.39500%.
(26)The interest rate on these loans is subject to 3 Month BKBM, which as of June 30, 2023 was 5.68000%.
(27)The interest rate on these loans is subject to 6 Month SARON, which as of June 30, 2023 was 1.70654%.
(28)The interest rate on these loans is subject to 1 Month NIBOR, which as of June 30, 2023 was 4.01000%.
(29)The interest rate on these loans is subject to Prime, which as of June 30, 2023 was 8.25000%.
(30)Investment is non-income producing.
(31)Non-accrual investment.
(32)All of the investment is or will be encumbered as security for the Company’s senior secured credit facility with Sumitomo Mitsui Banking Corporation initially entered into in March 2023 (as amended, restated, and otherwise modified from time to time, the “SMBC Credit Facility”).
See accompanying notes.
33
Barings Private Credit Corporation
Consolidated Schedule of Investments
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment 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 + 4.75%, 8.8% Cash05/2107/25$10,923 $10,864 $10,923 1.0 %(5) (6) (7) (18)
10,923 10,864 10,923 
A.T. Holdings II LTDOther FinancialFirst Lien Senior Secured Term Loan14.3% Cash11/2209/2915,000 15,000 15,000 1.4 %(3) (6)
15,000 15,000 15,000 
Accelerant HoldingsBanking, Finance, Insurance & Real EstateClass A Convertible Preferred Equity (5,000 shares)N/A01/22N/A5,000 5,403 0.5 %(6) (30)
Class B Convertible Preferred Equity (1,667 shares)N/A12/22N/A1,667 1,667 0.2 %(6) (30)
6,667 7,070 
Acclime Holdings HK LimitedBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 11.0% Cash08/2108/272,335 2,270 2,275 0.2 %(3) (5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.50%, 9.6% Cash08/2107/275,165 5,049 5,032 0.5 %(3) (5) (6) (7) (10)
7,500 7,319 7,307 
Accurus Aerospace CorporationAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.8% Cash04/2203/2813,332 13,152 13,119 1.2 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 10.8% Cash04/2203/28691 673 669 0.1 %(6) (7) (9)
Common Stock (262,573.98 shares)N/A04/22N/A262 261 — %(6) (30)
14,023 14,087 14,049 
AcogroupBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.8% Cash03/2210/2627,407 27,631 25,845 2.4 %(3) (6) (7) (13) (31)
First Lien Senior Secured Term LoanEURIBOR + 6.25%, 6.8% Cash05/2110/261,281 1,446 1,208 0.1 %(3) (5) (6) (7) (13)
28,688 29,077 27,053 
Aesthetics Australia Group Pty Ltd (Laser Clinics Australia Group)Health Care ServicesFirst Lien Senior Secured Term LoanBBSY + 5.75%, 9.1% Cash05/2103/25694 793 687 0.1 %(3) (5) (6) (7) (16)
694 793 687 
Air Comm Corporation, LLCAerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash06/2107/2724,760 24,367 24,466 2.2 %(5) (6) (7) (9)
24,760 24,367 24,466 
AIT Worldwide Logistics Holdings, Inc.Transportation ServicesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 12.2% Cash05/2104/297,220 7,083 6,945 0.6 %(5) (6) (7) (9)
7,220 7,083 6,945 
Amalfi MidcoHealthcareSubordinated Loan NotesLIBOR + 2.00%, 6.8% Cash, 9.0% PIK09/2209/284,784 4,451 4,303 0.4 %(3) (6) (9)
Class B Common Stock (93,165,208 shares)N/A09/22N/A1,040 1,121 0.1 %(3) (6) (30)
Warrants (380,385units)N/A09/22N/A4 426 — %(3) (6) (30)
4,784 5,495 5,850 
Amtech LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.6% Cash11/2111/272,700 2,625 2,645 0.2 %(5) (6) (7) (8)
RevolverLIBOR + 5.50%, 9.6% Cash11/2111/2791 84 85 — %(6) (7) (8)
2,791 2,709 2,730 


34
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
AnalytiChem Holding GmbHChemicalsFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.1% Cash11/2112/28$1,355 $1,424 $1,326 0.1 %(3) (5) (6) (7) (15)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash11/2111/284,973 5,021 4,869 0.4 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash11/2112/281,706 1,825 1,670 0.2 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash04/2210/287,237 7,238 7,085 0.7 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 10.8% Cash11/2112/28951 951 931 0.1 %(3) (5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 10.8% Cash06/2210/281,283 1,283 1,257 0.1 %(3) (5) (6) (7) (9)
RevolverEURIBOR + 6.00%, 7.7% Cash04/2210/23— (6)(10)— %(3) (6) (7) (12)
17,505 17,736 17,128 
Anju Software, Inc.Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 7.25%, 11.6% Cash05/2102/251,417 1,414 1,165 0.1 %(5) (6) (7) (8)
1,417 1,414 1,165 
APC1 HoldingDiversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash07/2207/292,101 1,952 2,044 0.2 % (3) (5) (6) (7) (12)
2,101 1,952 2,044 
Apex Bidco LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanSONIA + 6.25% 9.7% Cash05/2101/27407 470 407 — %(3) (5) (6) (7) (21)
407 470 407 
APOG Bidco Pty LtdHealthcareSecond Lien Senior Secured Term LoanBBSY + 7.25%, 10.3% Cash04/2203/301,099 1,191 1,083 0.1 %(3) (5) (6) (7) (14)
1,099 1,191 1,083 
Aptus 1829. GmbHChemicals, Plastics, & RubberFirst Lien Senior Secured Term LoanEURIBOR + 7.00%, 8.9% Cash09/2109/275,168 5,556 5,168 0.5 %(3) (5) (6) (7) (11)
Preferred Stock (14 shares)N/A09/21N/A122 119 — %(3)(6) (30)
Common Stock (49 shares)N/A09/21N/A12 7 — %(3)(6) (30)
5,168 5,690 5,294 
Apus Bidco LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanSONIA + 5.50%, 7.2% Cash05/2103/281,144 1,310 1,104 0.1 %(3) (5) (6) (7) (22)
1,144 1,310 1,104 
AQA Acquisition Holding IncHigh Tech IndustriesSecond Lien Senior Secured Term LoanLIBOR + 7.50%, 12.2% Cash05/2103/297,460 7,286 7,140 0.7 %(5) (6) (7) (9)
7,460 7,286 7,140 
Aquavista Watersides 2 LTDTransportation ServicesFirst Lien Senior Secured Term LoanSONIA + 6.00%, 8.9% Cash12/2112/24117 81 92 — %(3) (5) (6) (7) (22)
First Lien Senior Secured Term LoanSONIA + 6.00%, 8.9% Cash12/2112/282,488 2,692 2,440 0.2 %(3) (5) (6) (7) (22)
Second Lien Senior Secured Term LoanSONIA + 10.5% PIK12/2112/28697 750 684 0.1 %(3) (6) (7) (22)
3,302 3,523 3,216 
Arc EducationConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash07/2207/296,147 5,587 5,938 0.5 %(3) (5) (6) (7) (12)
6,147 5,587 5,938 
ArchimedeConsumer ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.5% Cash05/2110/2714,408 14,234 14,104 1.3 %(3) (5) (6) (7) (12)
14,408 14,234 14,104 
35
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Argus Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash07/2207/29$616 $566 $600 0.1 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash08/2207/291,903 1,823 1,856 0.2 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash09/2207/29654 615 638 0.1 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanSOFR+ 5.75%, 10.3% Cash07/2207/29259 252 253 — %(3) (5) (6) (7) (18)
First Lien Senior Secured Term LoanSONIA + 5.75%, 9.2% Cash07/2207/293,197 3,028 3,072 0.3 %(3) (5) (6) (7) (21)
Subordinated Term Loan10.5% PIK07/2207/29999 958 973 0.1 %(3) (6)
Preferred Stock (83,120 shares)10.0% PIK07/22N/A103 100 — %(3) (6)
Equity Loan Notes (83,120 units)10.0% PIK07/22N/A103 100 — %(3) (6)
Common Stock (929 shares)N/A07/22N/A1 — — %(3) (6) (30)
7,628 7,449 7,592 
Armstrong Transport Group (Pele Buyer, LLC)Air Freight & LogisticsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.7% Cash10/2206/245,960 5,842 5,826 0.5 %(5) (6) (7) (19)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.2% Cash05/2106/244,040 3,996 3,949 0.4 %(5) (6) (7) (9)
10,000 9,838 9,775 
ASC Communications, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.3% Cash07/2207/2712,631 12,434 12,434 1.1 %(5) (6) (7) (17)
Class A Units (15,285.8 units)N/A07/22N/A320 369 — %(6) (30)
12,631 12,754 12,803 
ASPEQ Heating Group LLCBuilding Products, Air & HeatingFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 9.0% Cash05/2111/251,602 1,593 1,602 0.1 %(5) (6) (7) (9)
1,602 1,593 1,602 
Astra Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.00%, 9.4% Cash11/2111/282,382 2,553 2,289 0.2 %(3) (5) (6) (7) (21)
2,382 2,553 2,289 
ATL II MRO Holdings Inc.TransportationFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.4% Cash11/2211/2812,500 12,194 12,188 1.1 %(5) (6) (7) (19)
RevolverSOFR + 6.00%, 10.4% Cash11/2211/28— (61)(63)— %(6) (7) (19)
12,500 12,133 12,125 
Audio Precision, Inc.High Tech IndustriesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash05/2110/242,678 3,008 2,665 0.2 %(5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash05/2110/244,944 4,909 4,919 0.5 %(5) (6) (7) (9)
7,622 7,917 7,584 
Auxi InternationalCommercial FinanceFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.1% Cash05/2112/26320 358 280 — %(3) (5) (6) (7) (13)
320 358 280 
Avalign Holdings, Inc.Health Care SuppliesFirst Lien Senior Secured Term LoanSOFR + 4.50%, 9.1% Cash05/2112/251,795 1,792 1,695 0.2 %(5) (6) (7) (17)
1,795 1,792 1,695 
Avance Clinical Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 4.50%, 7.7% Cash11/2111/272,792 2,820 2,680 0.2 %(3) (5) (6) (7) (16)
2,792 2,820 2,680 
AWP Group Holdings, Inc.Business ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash05/2112/271,472 1,456 1,443 0.1 %(5) (6) (7) (9)
1,472 1,456 1,443 
36
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Azalea Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.0% Cash11/2111/27$4,560 $4,467 $4,489 0.4 %(5) (6) (7) (9)
RevolverLIBOR + 5.25%, 10.0% Cash11/2111/27— (8)(6)— %(6) (7) (9)
Subordinated Term Loan12.0% PIK11/2105/281,431 1,409 1,403 0.1 %(6)
Common Stock (192,307.7 shares)N/A11/21N/A192 183 — %(6) (30)
5,991 6,060 6,069 
Bariacum S.AConsumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 6.7% Cash11/2111/282,775 2,856 2,711 0.2 %(3) (5) (6) (7) (13)
2,775 2,856 2,711 
Benify (Bennevis AB)High Tech IndustriesFirst Lien Senior Secured Term LoanSTIBOR + 5.25%, 7.9% Cash05/2107/26341 423 341 — %(3) (5) (6) (7) (23)
341 423 341 
Bestop, Inc.Auto Parts & EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.25%, 10.0% Cash05/2101/253,575 3,570 3,203 0.3 %(5) (6) (7) (18)
3,575 3,570 3,203 
Beyond Risk Management, Inc.Other FinancialFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.9% Cash10/2110/272,551 2,499 2,493 0.2 %(5) (6) (7) (8)
2,551 2,499 2,493 
BidwaxNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.6% Cash05/2102/284,909 5,322 4,767 0.4 %(3) (5) (6) (7) (13)
4,909 5,322 4,767 
BigHand UK Bidco LimitedHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.8% Cash05/2101/28322 317 316 — %(3) (5) (6) (7) (18)
First Lien Senior Secured Term LoanSONIA + 5.50%, 9.0% Cash05/2101/28376 430 369 — %(3) (5) (6) (7) (21)
698 747 685 
Biolam GroupConsumer Non-cyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.2% Cash12/2211/293,157 2,956 2,939 0.3 %(3) (5) (6) (7) (12)
3,157 2,956 2,939 
Bounteous, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.0% Cash08/2108/273,734 3,631 3,458 0.3 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 9.6% Cash08/2108/274,647 4,573 4,345 0.4 %(5) (6) (7) (8)
8,381 8,204 7,803 
Bridger Aerospace Group Holdings, LLCEnvironmental IndustriesMunicipal Revenue Bond11.5% Cash07/2209/2732,980 32,980 34,314 3.2 %
Preferred Stock- Series C (17,725 shares)7.0% PIK07/22N/A17,533 17,861 1.6 %(6)
32,980 50,513 52,175 
Brightline Trains Florida LLCTransportationSenior Secured Note8.0% Cash08/2101/288,000 8,000 6,960 0.6 %(6)
8,000 8,000 6,960 
Brightpay LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 6.5% Cash10/2110/283,078 3,205 3,009 0.3 %(3) (5) (6) (7) (12)
3,078 3,205 3,009 
BrightSign LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash10/2110/2710,580 10,492 10,482 1.0 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 10.5% Cash10/2110/27— (9)(10)— %(6) (7) (9)
LLC Units (923,857.7 units)N/A10/21N/A924 961 0.1 %(6) (30)
10,580 11,407 11,433 
British Engineering Services Holdco LimitedCommercial Services & SuppliesFirst Lien Senior Secured Term LoanSONIA + 7.00%, 9.3% Cash05/2112/277,059 7,574 6,881 0.6 %(3) (5) (6) (7) (21)
7,059 7,574 6,881 
37
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Bucharest Bidco LimitedHotel, Gaming & LeisureFirst Lien Senior Secured GBP Term LoanSONIA + 7.00%, 10.2% Cash05/2107/26$791 $816 $695 0.1 %(3) (6) (22)
First Lien Senior Secured USD Term LoanLIBOR + 7.00%, 12.1% Cash05/2107/26175 156 154 — %(3) (6) (10)
966 972 849 
Burgess Point Purchaser CorporationAuto Parts & EquipmentSecond Lien Senior Secured Term LoanSOFR + 9.00%, 13.3% Cash07/2207/304,545 4,371 4,390 0.4 %(5) (6) (7) (17)
LP Units (455 units)N/A07/22N/A455 446 — %(6) (30)
4,545 4,826 4,836 
BVI Medical, Inc.HealthcareSecond Lien Senior Secured Term LoanEURIBOR + 9.50%, 11.6% Cash06/2206/265,885 5,589 5,644 0.5 %(5) (6) (7) (12)
5,885 5,589 5,644 
CAi Software, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 10.2% Cash07/2212/281,377 1,351 1,341 0.1 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 11.0% Cash12/2112/288,989 8,831 8,755 0.8 %(5) (6) (7) (9)
RevolverLIBOR + 6.25%, 11.0% Cash12/2112/28— (16)(24)— %(6) (7) (9)
10,366 10,166 10,072 
Canadian Orthodontic Partners Corp.HealthcareFirst Lien Senior Secured Term LoanCDOR + 7.00%, 11.9% Cash06/2103/264,109 4,562 3,876 0.4 %(3) (5) (6) (7) (25)
Class A Equity (500,000 units)N/A05/22N/A389 292 — %(3) (6) (30)
Class C - Warrants (74,712.64 units)N/A05/22N/A— — — %(3) (6) (30)
4,109 4,951 4,168 
Caribou Holding Company, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 7.64%, 12.5% Cash04/2204/273,907 3,855 3,862 0.4 %(3) (5) (6) (7) (18)
LLC Units (616,844 units)N/A04/22N/A617 567 0.1 %(3) (6) (30)
3,907 4,472 4,429 
Carlson Travel, IncBusiness Travel ManagementCommon Stock (125,349 shares)N/A06/22N/A2,538 765 0.1 %(5) (30)
2,538 765 
Centralis Finco S.a.r.l.Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.1% Cash05/2104/27252 223 238 — %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.6% Cash05/2104/27189 200 183 — %(3) (5) (6) (7) (12)
441 423 421 
Ceres Pharma NVPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.1% Cash10/2110/284,520 4,616 4,294 0.4 %(3) (5) (6) (7) (13)
4,520 4,616 4,294 
CGI Parent, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.8% Cash02/2202/2817,662 17,354 17,133 1.6 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanSOFR + 4.75%, 9.3% Cash12/2202/282,134 2,069 2,069 0.2 %(5) (6) (7) (18)
RevolverLIBOR + 4.50% 8.8% Cash02/2202/28— (29)(50)— %(6) (7) (8)
Preferred Stock (551 shares)N/A02/22N/A551 1,027 0.1 %(6) (7) (30)
19,796 19,945 20,179 
Chambers Global Holdings LimitedData Processing & Outsourced ServicesFirst Lien Senior Secured Term LoanSONIA + 5.50%, 8.9% Cash05/2101/261,150 1,332 1,132 0.1 %(3) (5) (6) (7) (21)
1,150 1,332 1,132 
Classic Collision (Summit Buyer, LLC)Auto Collision Repair CentersFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash05/2101/2618,529 18,180 18,245 1.7 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash05/2104/261,065 1,047 1,050 0.1 %(5) (6) (7) (8)
19,594 19,227 19,295 
38
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
CM Acquisition Holding Inc.Internet & Direct MarketingFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.0% Cash05/2105/25$10,813 $10,786 $10,326 0.9 %(5) (6) (7) (18)
10,813 10,786 10,326 
Coastal Marina Holdings, LLCOther FinancialSubordinated Term Loan8.0% Cash11/2111/318,310 7,754 7,764 0.7 %(6)
Subordinated Term Loan10.0% PIK11/2111/313,230 3,027 3,018 0.3 %(6)
LLC Units (1,018,869 units)N/A11/21N/A4,547 5,364 0.5 %(6) (30)
11,540 15,328 16,146 
Cobham Slip Rings SASDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.0% Cash11/2111/283,091 3,027 3,011 0.3 %(3) (5) (6) (7) (9)
3,091 3,027 3,011 
Command Alkon (Project Potter Buyer, LLC)SoftwareFirst Lien Senior Secured Term LoanSOFR + 7.75%, 12.1% Cash05/2104/2711,760 11,571 11,537 1.0 % (5) (6) (7) (17)
11,760 11,571 11,537 
Compass Precision, LLCAerospace & DefenseSenior Subordinated Term Loan11.0% Cash, 1.0% PIK04/2204/28378 371 369 — %(5) (6)
LLC Units (46,085.6 units)N/A04/22N/A125 159 — %(6) (30)
378 496 528 
Comply365, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.6% Cash04/2204/287,133 7,004 7,024 0.6 %(5) (6) (7) (19)
RevolverSOFR + 5.75%, 10.6% Cash04/2204/2886 76 77 — %(6) (7) (19)
7,219 7,080 7,101 
Contabo Finco
S.À.R.L.		Internet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.6% Cash10/2210/2910,329 9,402 10,071 0.9 %(3) (5) (6) (7) (12)
10,329 9,402 10,071 
Core Scientific, Inc.TechnologyFirst Lien Senior Secured Term Loan13.0% Cash03/2203/2516,798 16,784 6,299 0.6 % (6) (32)
Common Stock (51,846 shares)N/A09/22N/A168 4 — % (30)
16,798 16,952 6,303 
Cosmelux InternationalCommodity ChemicalsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.8% Cash05/2107/24967 1,086 967 0.1 %(3) (5) (6) (7) (13)
967 1,086 967 
Coyo Uprising GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 3.25%, 3.3% Cash, 3.5% PIK09/2109/289,845 10,490 9,544 0.9 %(3) (5) (6) (7) (13)
Class A Units (531 units)N/A09/21N/A248 237 — %(3) (6) (30)
Class B Units (231 units)N/A09/21N/A538 601 0.1 %(3) (6) (30)
9,845 11,276 10,382 
CVL 3Capital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.6% Cash12/2112/284,056 4,195 3,983 0.4 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.2% Cash12/2112/282,480 2,426 2,436 0.2 %(3) (5) (6) (7) (18)
6,536 6,621 6,419 
CW Group Holdings, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.4% Cash05/2101/274,087 4,018 4,054 0.4 %(5) (6) (7) (8)
4,087 4,018 4,054 
DataServ Integrations, LLCTechnologyFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.3% Cash11/2211/281,918 1,866 1,864 0.2 % (5) (6) (7) (18)
Partnership Units (93,153.8 units)N/A11/22N/A96 96 — %(6) (30)
1,918 1,962 1,960 
39
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
DecksDirect, LLCBuilding MaterialsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.4% Cash12/2112/26$700 $688 $690 0.1 %(5) (6) (7) (8)
RevolverLIBOR + 6.00%, 10.4% Cash12/2112/26— (3)(3)— % (6) (7) (8)
Common Stock (1,280.8 shares)N/A12/21N/A54 48 — %(6) (30)
700 739 735 
Direct Travel, Inc.Lodging & CasinosFirst Lien Senior Secured Term LoanSOFR + 8.50%, 13.0% Cash05/2110/235,944 5,422 5,923 0.5 %(6) (7) (18)
Super Senior Secured Term LoanSOFR + 6.00%, 10.7% Cash05/2110/23366 366 366 — %(6) (7) (18)
6,310 5,788 6,289 
DISA Holdings Corp.Other IndustrialFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.8% Cash11/2209/285,704 5,496 5,491 0.5 % (5) (6) (7) (17)
RevolverSOFR + 5.50%, 9.8% Cash11/2209/2813 — — — %(6) (7) (17)
5,717 5,496 5,491 
Dragon BidcoTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.1% Cash05/2104/28534 591 524 — %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 6.75%, 8.9% Cash05/2104/28747 744 733 0.1 %(3) (5) (6) (7) (13)
1,281 1,335 1,257 
DreamStart Bidco SAS (d/b/a SmartTrade)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash05/2103/27853 944 845 0.1 %(3) (5) (6) (7) (12)
853 944 845 
Dune GroupHealth Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash09/2109/28299 274 269 — %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash09/2109/284,825 4,753 4,743 0.4 %(3) (5) (6) (7) (9)
5,124 5,027 5,012 
Dunlipharder B.V.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.50%, 10.7% Cash06/2206/281,000 986 988 0.1 %(3) (5) (6) (7) (18)
1,000 986 988 
Dwyer Instruments, Inc.ElectricFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash07/2107/2725,440 24,922 24,941 2.3 %(5) (6) (7) (9)
25,440 24,922 24,941 
Echo Global Logistics, Inc.Air TransportationSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.7% Cash11/2111/2916,433 16,175 15,792 1.5 %(5) (6) (7) (9)
Partnership Equity (448.2 units)N/A11/21N/A448 787 0.1 %(6) (30)
16,433 16,623 16,579 
Ellkay, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 11.0% Cash09/2109/275,771 5,676 5,705 0.5 %(5) (6) (7) (9)
5,771 5,676 5,705 
EMI Porta Holdco LLCDiversified ManufacturingFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash12/2112/2719,323 18,860 18,532 1.7 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 10.5% Cash12/2112/271,281 1,239 1,208 0.1 %(6) (7) (9)
20,604 20,099 19,740 
Entact Environmental Services, Inc.Environmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 11.7% Cash05/2112/251,808 1,796 1,803 0.2 %(5) (6) (7) (9)
1,808 1,796 1,803 
EPS NASS Parent, Inc.Electrical Components & EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash05/2104/282,177 2,141 2,157 0.2 %(5) (6) (7) (9)
2,177 2,141 2,157 
ERES GroupBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 6.3% Cash05/2107/26267 302 267 — %(3) (5) (6) (7) (11)
267 302 267 
40
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
eShipping, LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.4% Cash11/2111/27$4,677 $4,578 $4,641 0.4 %(5) (6) (7) (8)
RevolverLIBOR + 5.00%, 9.4% Cash11/2111/27— (12)(4)— %(6) (7) (8)
4,677 4,566 4,637 
Eurofins Digital Testing International LUX Holding SARLTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 8.9% Cash12/2212/291,480 1,338 1,352 0.1 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanSOFR + 6.75%, 11.5% Cash12/2212/29766 745 745 0.1 %(3) (5) (6) (7) (18)
First Lien Senior Secured Term LoanSONIA + 6.75%, 10.0% Cash12/2212/292,171 2,158 2,112 0.2 %(3) (5) (6) (7) (21)
Second Lien Senior Secured Term Loan11.5% PIK12/2212/30528 507 513 — %(3) (6)
4,945 4,748 4,722 
Events Software BidCo Pty LtdTechnologyFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.3% Cash03/2203/281,737 1,853 1,573 0.1 %(3) (5) (6) (7) (15)
1,737 1,853 1,573 
Express Wash Acquisition Company, LLCConsumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.50%, 10.3% Cash07/2207/287,182 7,048 7,061 0.6 %(5) (6) (7) (17)
RevolverSOFR + 6.50%, 10.3% Cash07/2207/28140 135 136 — %(6) (7) (17)
7,322 7,183 7,197 
F24 (Stairway BidCo Gmbh)Software ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.1% Cash05/2108/27386 432 384 — %(3) (5) (6) (7) (12)
386 432 384 
Findex Group LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanBBSY + 5.00%, 8.0% Cash05/2105/24789 900 789 0.1 %(3) (5) (6) (14)
789 900 789 
Fineline Technologies, Inc.Consumer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash05/2102/283,453 3,399 3,394 0.3 %(5) (6) (7) (9)
3,453 3,399 3,394 
FinexvetConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.1% Cash03/2203/292,401 2,387 2,329 0.2 %(3) (5) (6) (7) (13)
2,401 2,387 2,329 
FinThrive Software Intermediate Holdings Inc.Business Equipment & ServicesPreferred Stock (3,188.51 shares)11.0% PIK03/22N/A3,823 2,947 0.3 %(5) (6)
— 3,823 2,947 
FitzMark Buyer, LLCCargo & TransportationFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.9% Cash05/2112/264,267 4,210 4,209 0.4 %(5) (6) (7) (9)
4,267 4,210 4,209 
Five Star Holding LLCPackagingSecond Lien Senior Secured Term LoanSOFR + 7.25%, 12.0% Cash05/2205/307,152 7,018 6,945 0.6 %(5) (6) (7) (18)
LLC Units (505.1 units)N/A05/22N/A505 502 0.1 %(6) (30)
7,152 7,523 7,447 
Flavor Producers, LLC.Packaged Foods & MeatsFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.4% Cash, 1.8% PIK05/2112/24889 874 843 0.1 %(5) (6) (7) (8)
889 874 843 
Flexential Issuer, LLCInformation TechnologyStructured Secured Note - Class C6.9% Cash11/2111/5110,000 9,274 8,642 0.8 %
10,000 9,274 8,642 
Flywheel Re Segregated Portfolio 2022-4Investment FundsPreferred Stock (3,202,747 shares)N/A08/22N/A3,203 3,219 0.3 %(3) (6) (30)
3,203 3,219 
Footco 40 LimitedMedia & EntertainmentFirst Lien Senior Secured Term LoanSONIA + 5.75%, 9.2% Cash04/2204/291,489 1,559 1,437 0.1 %(3) (5) (6) (7) (21)
1,489 1,559 1,437 
41
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Fortis Payment Systems, LLCOther FinancialFirst Lien Senior Secured Term LoanSOFR + 5.25%, 9.9% Cash10/2202/26$1,575 $1,516 $1,513 0.1 %(5) (6) (7) (17)
1,575 1,516 1,513 
FragilePak LLCTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash05/2105/279,158 8,868 9,158 0.8 %(5) (6) (7) (9)
Partnership Units (929.7 units)N/A05/21N/A930 1,169 0.1 %(6) (30)
9,158 9,798 10,327 
Front Line Power Construction LLCConstruction MachineryFirst Lien Senior Secured Term LoanLIBOR + 12.50%, 17.2% Cash11/2111/281,366 1,277 1,522 0.1 %(6) (7) (9)
Common Stock (60,001 shares)N/A11/21N/A100 49 — %(30)
1,366 1,377 1,571 
FSS Buyer LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash08/2108/2824,533 24,121 24,260 2.2 %(5) (6) (7) (8)
LP Interest (2,902.3 units)N/A08/21N/A29 43 — %(6) (30)
LP Units (12,760.8 units)N/A08/21N/A128 187 — %(6) (30)
24,533 24,278 24,490 
GB Eagle Buyer, Inc.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.50%, 10.5% Cash12/2211/2820,968 20,345 20,339 1.9 %(5) (6) (7) (18)
RevolverSOFR + 6.50%, 10.5% Cash12/2211/28— (95)(97)— %(6) (7) (18)
Partnership Units (859 units)N/A12/22N/A859 859 0.1 %(6) (30)
20,968 21,109 21,101 
Glacis Acquisition S.A.R.L.Transportation ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 7.7% Cash05/2107/233,907 4,012 3,907 0.4 %(3) (5) (6) (7) (13)
3,907 4,012 3,907 
Global Academic Group LimitedIndustrial OtherFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.1% Cash07/2207/272,502 2,502 2,438 0.2 %(3) (5) (6) (7) (15)
First Lien Senior Secured Term LoanBKBM + 6.00%, 9.1% Cash07/2207/274,365 4,202 4,242 0.4 %(3) (5) (6) (7) (26)
6,867 6,704 6,680 
GPNZ II GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.4% Cash06/2206/29458 429 375 — %(3) (5) (6) (7) (11)
458 429 375 
Graphpad Software, LLCInternet Software & ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash11/2104/2716,170 16,016 15,701 1.4 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash05/2104/2710,962 10,962 10,786 1.0 %(5) (6) (7) (9)
27,132 26,978 26,487 
Greenhill II BVTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.1% Cash07/2207/29739 672 716 0.1 %(3) (5) (6) (7) (12)
739 672 716 
Groupe Product LifeConsumer Non-cyclicalFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.5% Cash10/2210/291,561 1,382 1,495 0.1 %(3) (5) (6) (7) (12)
1,561 1,382 1,495 
Gusto Aus BidCo Pty LtdConsumer Non-cyclicalFirst Lien Senior Secured Term LoanBBSY + 6.50%, 10.2% Cash10/2210/282,208 2,016 2,135 0.2 %(3) (5) (6) (7) (16)
2,208 2,016 2,135 
Healthe Care Specialty Pty LtdHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanBBSY + 5.00%, 8.6% Cash05/2110/24998 1,122 976 0.1 %(3) (5) (6) (7) (16)
998 1,122 976 
HeartHealth Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.25%, 8.6% Cash09/2209/28626 569 598 0.1 %(3) (5) (6) (7) (15)
626 569 598 
42
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Heartland Veterinary Partners, LLCHealthcareSubordinated Term Loan11.0% PIK11/2111/23$659 $643 $638 0.1 %(6)
Subordinated Term Loan11.0% PIK11/2112/285,222 5,117 5,086 0.5 %(6)
5,881 5,760 5,724 
Heartland, LLCBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash05/2108/256,714 6,632 6,630 0.6 %(5) (6) (7) (9)
6,714 6,632 6,630 
Heavy Construction Systems Specialists, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.9% Cash11/2111/2722,807 22,423 22,522 2.1 %(5) (6) (7) (8)
RevolverLIBOR + 5.75%, 9.9% Cash11/2111/27— (36)(27)— %(6) (7) (8)
22,807 22,387 22,495 
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))InsuranceFirst Lien Senior Secured Term LoanEURIBOR + 5.00%, 6.9% Cash05/2109/268,845 9,691 8,615 0.8 %(3) (5) (6) (7) (12)
8,845 9,691 8,615 
HEKA InvestTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.7% Cash10/2210/299,998 8,922 9,692 0.9 %(3) (5) (6) (7) (12)
9,998 8,922 9,692 
HemaSource, Inc.Health Care DistributorsFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash05/2107/237,736 7,716 7,705 0.7 %(5) (6) (7) (9)
7,736 7,716 7,705 
Home Care Assistance, LLCHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.4% Cash05/2103/271,547 1,524 1,478 0.1 %(5) (6) (7) (17)
1,547 1,524 1,478 
Honour Lane Logistics Holdings LimitedTransportation ServicesFirst Lien Senior Secured Term LoanSOFR + 5.25%, 9.5% Cash04/2211/2817,500 17,023 17,093 1.6 %(3) (5) (6) (7) (19)
17,500 17,023 17,093 
HTI Technology & IndustriesElectronic Component ManufacturingFirst Lien Senior Secured Term LoanSOFR + 8.50%, 11.7% Cash07/2207/259,541 9,395 9,397 0.9 %(5) (6) (7) (18)
RevolverSOFR + 8.50%, 11.7% Cash07/2207/25— (14)(15)— % (6) (7) (18)
9,541 9,381 9,382 
HW Holdco, LLC (Hanley Wood LLC)AdvertisingFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 6.0% Cash05/2112/246,760 6,722 6,658 0.6 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 5.00%, 9.3% Cash05/2112/246,958 6,864 6,867 0.6 %(5) (6) (7) (8)
13,718 13,586 13,525 
Hygie 31 HoldingPharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.4% Cash09/2209/29640 562 624 0.1 %(3) (5) (6) (7) (12)
640 562 624 
IM SquareBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.0% Cash12/2205/283,415 3,270 3,321 0.3 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.5% Cash05/2104/284,482 4,873 4,339 0.4 % (3) (5) (6) (7) (12)
7,897 8,143 7,660 
Image International Intermediate Holdco II, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash05/2107/2324,783 24,657 24,605 2.3 %(5) (6) (7) (8)
24,783 24,657 24,605 
Infoniqa Holdings GmbHTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 6.2% Cash11/2111/284,022 4,162 3,913 0.4 %(3) (5) (6) (7) (13)
4,022 4,162 3,913 
Innovad Group II BVBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 9.3% Cash05/2104/281,001 1,095 870 0.1 %(3) (5) (6) (7) (13)
1,001 1,095 870 
INOS 19-090 GmbHAerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.40%, 7.4% Cash05/2112/27436 721 647 0.1 %(3) (5) (6) (7) (12)
436 721 647 
43
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Interstellar Group B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.5% Cash08/2202/29$127 $120 $123 — %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.5% Cash08/2208/292,442 2,262 2,354 0.2 %(3) (5) (6) (7) (12)
2,569 2,382 2,477 
Ipsen International Holding GmbHCapital EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 7.4% Cash, 0.5% PIK05/2108/241,140 1,191 1,113 0.1 %(3) (6) (7) (13)
1,140 1,191 1,113 
Iridium Bidco LimitedRadio & TelevisionFirst Lien Senior Secured Term LoanSONIA + 5.00%, 8.4% Cash05/2104/244,591 5,063 4,557 0.4 %(3) (5) (6) (7) (21)
4,591 5,063 4,557 
Isolstar Holding NV (IPCOM)Trading Companies & DistributorsFirst Lien Senior Secured Term LoanEURIBOR + 6.50%, 8.1% Cash10/2210/299,165 8,020 8,754 0.8 %(3) (5) (6) (7) (11)
9,165 8,020 8,754 
ITI Intermodal, Inc.Transportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.1% Cash12/2112/27714 700 703 0.1 %(5) (6) (7) (8)
RevolverLIBOR + 4.75%, 9.1% Cash12/2112/276 4 5 — %(6) (7) (8)
Common Stock (1,433.37 shares)N/A12/21N/A144 127 — %(6) (30)
720 848 835 
Jade Bidco Limited (Jane’s)Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.9% Cash05/2102/293,527 3,551 3,463 0.3 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanSOFR + 5.50%, 9.3% Cash05/2102/2921,245 20,783 20,860 1.9 %(3) (5) (6) (7) (19)
24,772 24,334 24,323 
Jaguar Merger Sub Inc.Other FinancialFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.5% Cash12/2109/247,652 7,571 7,617 0.7 %(5) (6) (7) (18)
RevolverSOFR + 5.00%, 9.5% Cash12/2109/24— (4)(2)— %(6) (7) (18)
7,652 7,567 7,615 
Jon Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanBKBM + 5.50%, 10.2% Cash03/2203/273,951 4,230 3,855 0.4 %(3) (5) (6) (7) (26)
3,951 4,230 3,855 
Jones Fish Hatcheries & Distributors LLCConsumer ProductsFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.2% Cash02/2202/282,785 2,736 2,745 0.3 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 10.2% Cash02/2202/28— (7)(6)— %(6) (7) (9)
Partnership Units (974.68 units)N/A02/22N/A97 115 — %(6) (30)
2,785 2,826 2,854 
Kano Laboratories LLCChemicals, Plastics & RubberFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 10.1% Cash05/2111/262,863 2,826 2,808 0.3 %(5) (6) (7) (10)
2,863 2,826 2,808 
Kid Distro Holdings, LLCMedia & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash10/2110/2723,637 23,247 23,361 2.1 %(5) (6) (7) (9)
LLC Units (1,062,795.2 units)N/A10/21N/A1,064 962 0.1 %(6) (30)
23,637 24,311 24,323 
Kona Buyer, LLCHigh Tech IndustriesFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.3% Cash05/2112/2714,728 14,510 14,486 1.3 %(5) (6) (7) (18)
14,728 14,510 14,486 
KSLB Holdings, LLCBeverage, Food & TobaccoFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 9.2% Cash05/2107/255,979 5,747 5,447 0.5 %(5) (6) (7) (9)
5,979 5,747 5,447 
Lambir Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.5% Cash12/2112/282,183 2,222 2,039 0.2 %(3) (5) (6) (7) (12)
Second Lien Senior Secured Term Loan12.0% PIK12/2106/29694 711 653 0.1 %(3) (6)
2,877 2,933 2,692 
44
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Lattice Group Holdings Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSOFR + 5.25%, 8.3% Cash05/2205/29$667 $645 $633 0.1 %(3) (5) (6) (7) (19)
RevolverSOFR + 5.25%, 9.8% Cash05/2211/2835 34 34 — %(3) (6) (7) (18)
702 679 667 
LeadsOnline, LLCBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash02/2202/2812,918 12,720 12,759 1.2 %(5) (6) (7) (9)
RevolverLIBOR + 4.75%, 9.5% Cash02/2202/28— (29)(24)— %(6) (7) (9)
LLC Units (39,370.1 units)N/A02/22N/A39 49 — %(6) (30)
12,918 12,730 12,784 
Liberty Steel Holdings USA Inc.Industrial OtherRevolverSOFR + 4.50%, 8.8% Cash04/2204/257,500 7,443 7,442 0.7 %(5) (6) (7) (17)
7,500 7,443 7,442 
Life Extension Institute, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash05/2102/247,007 7,007 7,007 0.6 %(5) (6) (7) (8)
7,007 7,007 7,007 
Listrac Bidco LimitedHealth CareFirst Lien Senior Secured Term LoanSONIA + 6.25%, 9.6% Cash05/2102/231,887 1,879 1,406 0.1 %(3) (6) (7) (22)
RevolverSONIA + 6.25%, 9.6% Cash05/2102/2361 62 45 — %(3) (6) (7) (22)
1,948 1,941 1,451 
LivTech Purchaser, Inc.Business ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.7% Cash05/2112/251,527 1,513 1,482 0.1 %(5) (6) (7) (9)
1,527 1,513 1,482 
Loftware, Inc.Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 10.0% Cash05/2112/2521,255 21,118 19,915 1.8 %(5) (6) (7) (9)
21,255 21,118 19,915 
Long Term Care Group, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.3% Cash04/2209/274,200 4,125 4,083 0.4 %(5) (6) (7) (8)
4,200 4,125 4,083 
Marmoutier Holding B.V.Consumer ProductsFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.8% Cash12/2112/24356 330 341 — %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.8% Cash12/2112/281,825 1,889 1,752 0.2 %(3) (5) (6) (7) (13)
RevolverEURIBOR + 5.00%, 7.8% Cash12/216/2746 42 40 — %(3) (6) (7) (12)
2,227 2,261 2,133 
Marshall Excelsior Co.Capital GoodsFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.8% Cash02/2202/285,718 5,635 5,639 0.5 %(5) (6) (7) (18)
RevolverPrime + 4.50%, 11.5% Cash02/2202/28647 634 636 0.1 %(6) (7) (29)
6,365 6,269 6,275 
MC Group Ventures CorporationBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash07/2106/276,588 6,470 6,513 0.6 %(5) (6) (7) (8)
Partnership Units (560 Units)N/A06/21N/A560 585 0.1 %(6) (30)
6,588 7,030 7,098 
Media Recovery, Inc. (SpotSee)Containers, Packaging & GlassFirst Lien Senior Secured Term LoanSONIA + 6.00%, 9.4% Cash05/2111/25840 971 840 0.1 %(5) (6) (7) (20)
840 971 840 
Median B.V.HealthcareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 9.4% Cash02/2210/275,954 6,514 4,950 0.5 %(3) (5) (7) (21)
5,954 6,514 4,950 
Medical Solutions Parent Holdings, Inc.HealthcareSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.4% Cash11/2111/294,421 4,382 4,067 0.4 %(5) (7) (8)
4,421 4,382 4,067 
Medplast Holdings, Inc.Health CareSecond Lien Senior Secured Term LoanLIBOR + 7.75%, 12.1% Cash05/2107/269,325 8,718 7,915 0.7 %(5) (7) (8)
9,325 8,718 7,915 
45
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Mercell Holding ASTechnologyFirst Lien Senior Secured Term LoanNIBOR + 6.00%, 9.1% Cash08/2208/29$3,188 $3,126 $3,102 0.3 %(3) (5) (6) (7) (28)
Class A Units (114.4 units)N/A08/22N/A111 116 — %(3) (6) (30)
Class B Units (28,943.8 units)N/A08/22N/A— — — %(3) (6) (30)
3,188 3,237 3,218 
Mertus 522. GmbHHealth CareFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.5% Cash05/2105/263,827 3,916 3,368 0.3 %(3) (5) (6) (7) (13)
3,827 3,916 3,368 
Metis BidCo Pty LimitedBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanBBSY + 5.25%, 8.5% Cash05/2104/26387 439 387 — %(3) (5) (6) (15)
387 439 387 
MNS Buyer, Inc.Construction & BuildingFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash08/2108/27912 897 835 0.1 %(5) (6) (7) (8)
Partnership Units (76.92 Units)N/A08/21N/A77 54 — %(6) (30)
912 974 889 
Modern Star Holdings Bidco Pty LimitedNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanBBSY + 6.25%, 9.1% Cash05/2112/26784 858 768 0.1 %(3) (5) (6) (7) (14)
784 858 768 
Mold-Rite Plastics, LLCContainers, Packaging & GlassSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.2% Cash09/2109/2913,983 12,725 10,487 1.0 %(5) (6) (7) (10)
13,983 12,725 10,487 
Murphy Midco LimitedMedia, Diversified & ProductionFirst Lien Senior Secured Term LoanSONIA + 5.00%, 8.2% Cash05/2111/27611 690 603 0.1 %(3) (5) (6) (7) (22)
611 690 603 
Music Reports, Inc.Media & EntertainmentFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.8% Cash05/2108/262,441 2,411 2,403 0.2 %(5) (6) (7) (8)
2,441 2,411 2,403 
Napa Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.6% Cash03/2203/2813,303 13,767 11,960 1.1 %(3) (5) (6) (7) (16)
13,303 13,767 11,960 
Narda Acquisitionco., Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash12/2112/274,557 4,489 4,119 0.4 %(5) (6) (7) (9)
RevolverLIBOR + 5.50%, 10.2% Cash12/2112/27106 91 4 — %(6) (7) (9)
Class A Preferred Stock (3708.01 shares)N/A12/21N/A371 242 — %(6) (30)
Class B Common Stock (412 shares)N/A12/21N/A41 — — %(6) (30)
4,663 4,992 4,365 
Navia Benefit Solutions, Inc.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 9.6% Cash05/2102/274,574 4,519 4,497 0.4 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanSOFR + 5.25%, 9.6% Cash11/2202/272,032 1,983 1,982 0.2 %(5) (6) (7) (17)
6,606 6,502 6,479 
NeoxCoInternet Software & ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 9.2% Cash05/2105/25241 268 241 — %(3) (5) (6) (7) (13)
Second Lien Senior Secured Term Loan12.5% PIK05/2108/2542 46 42 — %(3) (6)
283 314 283 
Net Health Acquisition Corp.Health Care TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash05/2112/253,609 3,581 3,581 0.3 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash05/2112/257,363 7,303 7,305 0.7 %(5) (6) (7) (8)
10,972 10,884 10,886 
46
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Nexus Underwriting Management LimitedOther FinancialFirst Lien Senior Secured Term LoanSONIA + 5.25%, 7.4% Cash10/2110/28$3,853 $4,206 $3,770 0.3 %(3) (5) (6) (7) (22)
RevolverSONIA + 5.25%, 7.4% Cash10/2104/23146 161 146 — %(3) (6) (7) (22)
3,999 4,367 3,916 
Northstar Recycling, LLCEnvironmental IndustriesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash10/2109/276,128 6,028 6,056 0.6 %(5) (6) (7) (9)
6,128 6,028 6,056 
Novotech Aus Bidco Pty LtdHealthcareFirst Lien Senior Secured Term LoanBBSY + 5.25%, 8.8% Cash01/2201/283,909 4,107 3,815 0.4 %(3) (5) (6) (7) (16)
First Lien Senior Secured Term LoanSOFR + 5.75%, 9.6% Cash01/2201/284,177 4,077 4,053 0.4 %(3) (5) (6) (7) (19)
8,086 8,184 7,868 
NPM Investments 28 B.V.HealthcareFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.5% Cash09/2210/294,287 3,808 4,167 0.4 %(3) (5) (6) (7) (12)
4,287 3,808 4,167 
OA Buyer, Inc.HealthcareFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash12/2112/289,568 9,398 9,419 0.9 %(5) (6) (7) (8)
RevolverLIBOR + 5.75%, 10.1% Cash12/2112/28— (23)(21)— %(6) (7) (8)
Partnership Units (210,920.11 units)N/A12/21N/A211 226 — %(6) (30)
9,568 9,586 9,624 
OAC Holdings I CorpAutomotiveFirst Lien Senior Secured Term LoanSOFR + 5.00%, 10.0% Cash03/2203/293,621 3,556 3,567 0.3 %(5) (6) (7) (19)
RevolverSOFR + 5.00%, 10.0% Cash03/2203/28763 739 743 0.1 %(6) (7) (19)
4,384 4,295 4,310 
OG III B.V.Containers & Glass ProductsFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.9% Cash06/2106/2814,280 15,517 13,967 1.3 %(3) (5) (6) (7) (12)
14,280 15,517 13,967 
Omni Intermediate Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.7% Cash05/2112/2616,708 16,501 16,375 1.5 %(5) (6) (7) (18)
First Lien Senior Secured Term LoanSOFR + 5.00%, 9.7% Cash06/2212/264,798 4,692 4,702 0.4 %(5) (6) (7) (18)
21,506 21,193 21,077 
Options Technology Ltd.Computer ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.0% Cash05/2112/258,530 8,404 8,361 0.8 %(3) (5) (6) (7) (10)
8,530 8,404 8,361 
Oracle Vision Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 4.75%, 7.7% Cash06/2105/281,334 1,527 1,334 0.1 %(3) (5) (6) (7) (22)
1,334 1,527 1,334 
Origin Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 7.7% Cash06/2106/28354 395 342 — %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash06/2106/28597 584 577 0.1 %(3) (5) (6) (7) (9)
951 979 919 
OSP Hamilton Purchaser, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.2% Cash12/2112/272,258 2,219 2,190 0.2 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanSOFR + 6.00%, 10.5% Cash12/2212/272,274 2,206 2,206 0.2 %(5) (6) (7) (18)
RevolverLIBOR + 6.00%, 10.2% Cash12/2112/27— (3)(6)— %(6) (7) (9)
LP Units (60,040 units)N/A07/22N/A208 221 — %(6) (30)
4,532 4,630 4,611 
Panoche Energy Center LLCElectricFirst Lien Senior Secured Bond6.9% Cash07/2207/294,924 4,430 4,628 0.4 %(6)
4,924 4,430 4,628 

47
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Panther Bidco Pty Ltd (Junior Adventures Group)Consumer ServicesFirst Lien Senior Secured Term LoanBBSY + 6.00%, 9.4% Cash05/2106/24$656 $745 $628 0.1 %(3) (5) (6) (16)
656 745 628 
Pare SAS (SAS Maurice MARLE)Health Care EquipmentFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.1% Cash, 0.75% PIK05/2112/26527 591 511 — %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanSOFR + 6.50%, 9.6% Cash11/2210/264,900 4,705 4,690 0.4 %(3) (5) (6) (7) (18)
5,427 5,296 5,201 
Patriot New Midco 1 Limited (Forensic Risk Alliance)Diversified Financial ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.75%, 8.5% Cash05/2102/27378 424 360 — %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.75%, 11.4% Cash05/2102/27443 439 421 — %(3) (5) (6) (7) (9)
821 863 781 
PDQ.Com CorporationBusiness Equipment & ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.4% Cash08/2108/2716,981 16,670 16,738 1.5 %(5) (6) (7) (9)
Class A-2 Partnership Units (86.4 units)N/A08/21N/A86 124 — %(6) (30)
16,981 16,756 16,862 
PEGASUS TRANSTECH HOLDING, LLCTruckingFirst Lien Senior Secured Term LoanLIBOR + 6.75%, 11.1% Cash05/2111/249,981 9,951 9,622 0.9 %(5) (6) (7) (8)
9,981 9,951 9,622 
Perforce Software, Inc.Internet Software & ServicesSecond Lien Senior Secured Term LoanLIBOR + 8.00%, 12.4% Cash05/2107/276,497 6,434 6,348 0.6 %(5) (6) (7) (8)
6,497 6,434 6,348 
Perimeter Master Note Business TrustCredit Card ABSStructured Secured Note - Class A4.7% Cash05/2205/27182 182 165 — %(3) (6)
Structured Secured Note - Class B5.4% Cash05/2205/27182 182 162 — %(3) (6)
Structured Secured Note - Class C5.9% Cash05/2205/27182 182 157 — %(3) (6)
Structured Secured Note - Class D8.5% Cash05/2205/27181 181 158 — %(3) (6)
Structured Secured Note - Class E11.4% Cash05/2205/279,273 9,273 8,154 0.7 %(3) (6)
10,000 10,000 8,796 
Permaconn BidCo Pty LtdTele-
communications		First Lien Senior Secured Term LoanBBSY + 6.00%, 9.1% Cash12/2112/277,569 7,805 7,430 0.7 %(3) (5) (6) (7) (15)
7,569 7,805 7,430 
Polara Enterprises, L.L.C.Capital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.6% Cash12/2112/274,200 4,129 4,132 0.4 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanSOFR + 4.75%, 9.2% Cash06/2212/272,577 2,530 2,535 0.2 %(5) (6) (7) (18)
RevolverLIBOR + 4.75%, 9.6% Cash12/2112/27— (16)(15)— %(6) (7) (9)
Partnership Units (7,408.6 units)N/A12/21N/A741 823 0.1 %(6) (30)
6,777 7,384 7,475 
Policy Services Company, LLCProperty & Casualty InsuranceFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 8.8% Cash, 4.0% PIK12/2106/2651,948 50,457 50,748 4.7 %(6) (7) (9)
Warrants - Class A (2.6774 units)N/A12/21N/A— 459 — %(5) (6) (30)
Warrants - Class B (0.9036 units)N/A12/21N/A— 155 — %(5) (6) (30)
Warrants - Class CC (0.0929 units)N/A12/21N/A— — — %(5) (6) (30)
Warrants - Class D (0.2586 units)N/A12/21N/A— 44 — %(5) (6) (30)
51,948 50,457 51,406 
Premium Franchise Brands, LLCResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.25%, 9.9% Cash05/2112/2624,659 24,294 24,337 2.2 %(5) (6) (7) (9)
24,659 24,294 24,337 
48
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Premium InvestBrokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.5% Cash06/2106/28$4,482 $4,716 $4,482 0.4 %(3) (5) (6) (7) (13)
4,482 4,716 4,482 
Preqin MC LimitedBanking, Finance, Insurance & Real EstateFirst Lien Senior Secured Term LoanLIBOR + 5.25%, 8.6% Cash08/2107/282,500 2,437 2,438 0.2 %(3) (5) (6) (7) (10)
2,500 2,437 2,438 
Professional Datasolutions, Inc. (PDI)Application SoftwareFirst Lien Senior Secured Term LoanLIBOR + 4.50%, 8.7% Cash05/2110/2411,759 11,722 11,300 1.0 %(5) (6) (7) (9)
11,759 11,722 11,300 
ProfitOptics, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 9.6% Cash03/2203/28659 648 650 0.1 %(5) (6) (7) (10)
RevolverLIBOR + 5.75%, 9.6% Cash03/2203/28— (3)(3)— %(6) (7) (10)
Second Lien Senior Subordinated Term Loan8.0% Cash03/2203/2932 32 30 — %(6)
LLC Units (96,774.2 units)N/A03/22N/A65 69 — %(6) (30)
691 742 746 
Protego Bidco B.V.Aerospace & DefenseFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 7.7% Cash05/2103/28468 509 439 — %(3) (5) (6) (7) (13)
RevolverEURIBOR + 5.25%, 7.1% Cash05/2103/27127 139 123 — %(3) (6) (7) (13)
595 648 562 
PSP Intermediate 4, LLCTechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.3% Cash05/2205/29872 825 829 0.1 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 10.0% Cash05/2205/29866 844 842 0.1 %(3) (5) (6) (7) (9)
1,738 1,669 1,671 
QPE7 SPV1 BidCo Pty LtdConsumer CyclicalFirst Lien Senior Secured Term LoanBBSY + 5.50%, 8.6% Cash09/2109/264,711 4,843 4,521 0.4 %(3) (5) (6) (7) (14)
4,711 4,843 4,521 
Questel UniteBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.5% Cash05/2112/271,887 1,995 1,754 0.2 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 6.25%, 11.0% Cash05/2112/271,000 989 971 0.1 %(3) (5) (6) (7) (9)
2,887 2,984 2,725 
R1 Holdings, LLCTransportationFirst Lien Senior Secured Term LoanSOFR + 6.25%, 10.8% Cash12/2212/2810,304 9,873 9,873 0.9 %(5) (6) (7) (18)
RevolverSOFR + 6.25%, 10.8% Cash12/2212/28472 403 403 — %(6) (7) (18)
10,776 10,276 10,276 
Randys Holdings, Inc.Automobile ManufacturersFirst Lien Senior Secured Term LoanSOFR + 6.50%, 10.6% Cash11/2210/2816,547 15,909 15,885 1.5 %(5) (6) (7) (18)
RevolverSOFR + 6.50%, 10.6% Cash11/2210/28367 299 297 — % (6) (7) (18)
Partnership Units (6,667 units)N/A11/22N/A667 667 0.1 %(6) (30)
16,914 16,875 16,849 
Recovery Point Systems, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.50%, 10.3% Cash05/2107/262,429 2,429 2,400 0.2 %(5) (6) (7) (9)
2,429 2,429 2,400 
Renaissance Holding Corp.Application SoftwareSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.4% Cash05/2105/269,325 9,306 8,622 0.8 %(5) (7) (8)
9,325 9,306 8,622 
Renovation Parent Holdings, LLCHome FurnishingsFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 5.50% Cash11/2111/2714,417 14,117 13,668 1.3 %(5) (6) (7) (9)
Partnership Equity (592,105.3 units)N/A11/21N/A592 456 — %(6) (30)
14,417 14,709 14,124 
49
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
REP SEKO MERGER SUB LLCAir Freight & LogisticsFirst Lien Senior Secured Term LoanEURIBOR + 4.75%, 6.6% Cash05/2112/26$5,866 $6,293 $5,793 0.5 %(5) (6) (7) (11)
First Lien Senior Secured Term LoanEURIBOR + 4.75%, 6.6% Cash06/2212/2613,780 13,331 13,608 1.3 %(5) (6) (7) (11)
First Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash05/2112/267,858 7,841 7,754 0.7 %(5) (6) (7) (9)
27,504 27,465 27,155 
Resonetics, LLCHealth Care EquipmentSecond Lien Senior Secured Term LoanLIBOR + 7.00%, 11.7% Cash05/2104/2910,304 10,126 10,088 0.9 %(5) (6) (7) (9)
10,304 10,126 10,088 
RevSpring, Inc.Business ServicesSecond Lien Senior Secured Term LoanLIBOR + 8.25%, 13.0% Cash05/2110/262,556 2,516 2,556 0.2 %(5) (6) (7) (9)
2,556 2,516 2,556 
Reward Gateway (UK) LtdPrecious Metals & MineralsFirst Lien Senior Secured Term LoanSONIA + 6.25%, 8.4% Cash08/2106/2812,084 13,594 11,897 1.1 %(3) (5) (6) (7) (22)
12,084 13,594 11,897 
Riedel Beheer B.V.Food & BeverageFirst Lien Senior Secured Term LoanEURIBOR + 6.25%, 8.5% Cash12/2112/282,213 2,248 2,162 0.2 %(3) (5) (6) (7) (12)
2,213 2,248 2,162 
ROI Solutions LLCBusiness ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.2% Cash05/2108/248,466 8,466 8,466 0.8 %(5) (6) (7) (9)
8,466 8,466 8,466 
Royal Buyer, LLCIndustrial OtherFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.4% Cash08/2208/2814,725 14,388 14,411 1.3 %(5) (6) (7) (18)
RevolverSOFR + 6.00%, 10.4% Cash08/2208/28544 499 502 — %(6) (7) (18)
15,269 14,887 14,913 
RPX CorporationResearch & Consulting ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash05/2110/2517,082 16,867 16,740 1.5 %(5) (6) (7) (9)
17,082 16,867 16,740 
Safety Products Holdings, LLCNon-durable Consumer GoodsFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash05/2112/265,377 5,296 5,306 0.5 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 11.2% Cash05/2109/23159 135 121 — %(5) (6) (7) (9)
5,536 5,431 5,427 
Sandvine CorporationCommunications EquipmentSecond Lien Senior Secured Term LoanLIBOR + 8.00%, 12.4% Cash05/2111/268,685 8,660 8,546 0.8 %(5) (6) (7) (8)
8,685 8,660 8,546 
Sanoptis S.A.R.L.Healthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.2% Cash06/2207/2911,066 10,330 10,610 1.0 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanSARON + 5.50%, 5.9% Cash06/2207/293,996 3,757 3,886 0.4 %(3) (5) (6) (7) (27)
15,062 14,087 14,496 
Scaled Agile, Inc.Research & Consulting ServicesFirst Lien Senior Secured Term LoanSOFR + 5.50%, 10.2% Cash12/2112/281,735 1,701 1,716 0.2 %(5) (6) (7) (18)
RevolverSOFR + 5.50%, 10.2% Cash12/2112/28— (6)(3)— %(6) (7) (18)
1,735 1,695 1,713 
Scout Bidco B.V.Diversified ManufacturingFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.0% Cash05/2203/293,243 3,143 3,155 0.3 %(3) (5) (6) (7) (12)
RevolverEURIBOR + 6.00%, 8.0% Cash05/2203/29— (12)(10)— %(3) (6) (7) (12)
3,243 3,131 3,145 
Sereni Capital NVConsumer CyclicalFirst Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.2% Cash05/2211/28358 331 348 — %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanEURIBOR + 5.75%, 8.2% Cash05/2205/29490 479 479 — %(3) (5) (6) (7) (13)
848 810 827 

50
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Shelf Bidco LtdOther FinancialFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.7% Cash12/2201/30$34,800 $33,720 $33,721 3.1 %(3) (5) (6) (7) (18)
Common Stock (1,200,000 shares)N/A12/22N/A1,200 1,200 0.1 %(3) (6) (30)
34,800 34,920 34,921 
Simulation Software Investment Company Pty LtdBusiness ServicesFirst Lien Senior Secured Term LoanBBSY + 5.50%, 8.4% Cash05/2108/25892 897 871 0.1 %(3) (5) (6) (7) (15)
First Lien Senior Secured Term LoanSOFR + 5.50%, 10.1% Cash05/2108/25958 939 925 0.1 %(3) (5) (6) (7) (18)
1,850 1,836 1,796 
SISU ACQUISITIONCO., INC.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash05/2112/262,519 2,485 2,315 0.2 %(5) (6) (7) (9)
2,519 2,485 2,315 
Smartling, Inc.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash11/2110/2714,384 14,109 14,054 1.3 %(5) (6) (7) (8)
RevolverLIBOR + 5.75%, 10.1% Cash11/2110/27— (17)(21)— %(6) (7) (8)
14,384 14,092 14,033 
SN BUYER, LLCHealth Care ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.0% Cash05/2112/265,110 5,057 5,029 0.5 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanSOFR + 5.75%, 10.3% Cash11/2212/262,162 2,120 2,118 0.2 %(5) (6) (7) (18)
7,272 7,177 7,147 
Soho Square III Debtco II SARLDiversified Capital MarketsFirst Lien Senior Secured Term Loan9.5% PIK10/2210/275,639 5,177 5,616 0.5 %(3) (6)
5,639 5,177 5,616 
Solo Buyer, L.P.TechnologyFirst Lien Senior Secured Term LoanSOFR + 6.25%, 10.4% Cash12/2212/2922,606 22,046 22,042 2.0 %(5) (6) (7) (18)
RevolverSOFR + 6.25%, 10.4% Cash12/2212/28— (49)(50)— %(6) (7) (18)
Partnership Units (516,399 units)N/A12/22N/A516 516 — %(6) (30)
22,606 22,513 22,508 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)Other UtilityFirst Lien Senior Secured Term LoanSOFR + 5.00%, 9.6% Cash11/2203/271,674 1,623 1,621 0.1 %(5) (6) (7) (18)
RevolverSOFR + 5.00%, 9.6% Cash11/2203/27— (3)(4)— %(6) (7) (18)
1,674 1,620 1,617 
Spatial Business Systems LLCElectricFirst Lien Senior Secured Term LoanSOFR + 5.50%, 9.7% Cash10/2210/286,094 5,766 5,754 0.5 %(5) (6) (7) (17)
RevolverSOFR + 5.50%, 9.7% Cash10/2210/28— (34)(35)— %(6) (7) (17)
6,094 5,732 5,719 
Springbrook Software (SBRK Intermediate, Inc.)Enterprise Software & ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash05/2112/266,689 6,621 6,555 0.6 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanSOFR + 6.50%, 11.1% Cash12/2212/264,171 4,087 4,087 0.4 %(5) (6) (7) (18)
10,860 10,708 10,642 
SSCP Pegasus Midco LimitedHealthcare & PharmaceuticalsFirst Lien Senior Secured Term LoanSONIA + 6.50%, 9.4% Cash05/2111/27677 766 667 0.1 %(3) (5) (6) (7) (21)
677 766 667 
SSCP Spring Bidco LimitedHealth CareFirst Lien Senior Secured Term LoanSONIA + 6.00%, 8.2% Cash05/2107/25989 1,150 983 0.1 %(3) (5) (6) (7) (21)
989 1,150 983 
SSCP Thermal Bidco SASIndustrial MachineryFirst Lien Senior Secured Term LoanEURIBOR + 5.25%, 7.4% Cash05/2107/24710 804 710 0.1 %(3) (5) (6) (7) (13)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 9.5% Cash05/2107/2498 98 98 — %(3) (5) (6) (7) (10)
808 902 808 
Starnmeer B.V.TechnologyFirst Lien Senior Secured Term LoanLIBOR + 6.30%, 10.7% Cash10/2104/2713,388 13,224 13,267 1.2 %(3) (5) (6) (7) (9)
13,388 13,224 13,267 
51
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Superjet Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash12/2112/27$22,943 $22,548 $22,622 2.1 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 10.5% Cash12/2112/27— (31)(26)— %(6) (7) (9)
22,943 22,517 22,596 
Syniverse Holdings, Inc.Technology DistributorsSeries A Preferred Equity (7,575,758 units)12.5% PIK05/22N/A7,945 6,515 0.6 %(5) (6)
7,945 6,515 
Syntax Systems LtdTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash11/2110/286,378 6,317 5,955 0.5 %(3) (5) (6) (7) (8)
RevolverLIBOR + 5.75%, 10.1% Cash11/2110/26617 610 569 0.1 %(3) (6) (7) (8)
6,995 6,927 6,524 
TA SL Cayman Aggregator Corp.TechnologySubordinated Term Loan7.8% PIK07/2107/281,054 1,039 1,022 0.1 % (6)
Common Stock (770 shares)N/A07/21N/A24 29 — %(6) (30)
1,054 1,063 1,051 
Tank Holding CorpMetal & Glass ContainersFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.2% Cash03/2203/2814,310 14,021 14,023 1.3 %(5) (6) (7) (17)
RevolverSOFR + 5.75%, 10.2% Cash03/2203/28109 96 96 — %(6) (7) (17)
14,419 14,117 14,119 
Tanqueray Bidco LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 6.25%, 8.4% Cash11/2211/291,633 1,486 1,558 0.1 %(3) (5) (6) (7) (21)
1,633 1,486 1,558 
Techone B.V.TechnologyFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 7.9% Cash11/2111/285,840 5,844 5,602 0.5 %(3) (5) (6) (7) (12)
RevolverEURIBOR + 5.50%, 7.9% Cash11/2105/28141 137 130 — %(3) (6) (7) (12)
5,981 5,981 5,732 
Tencarva Machinery Company, LLCCapital EquipmentFirst Lien Senior Secured Term LoanLIBOR + 5.00%, 9.7% Cash12/2112/23881 869 871 0.1 %(5) (6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 5.00%, 9.7% Cash12/2112/275,431 5,349 5,368 0.5 %(5) (6) (7) (9)
RevolverLIBOR + 5.00%, 9.7% Cash12/2112/27— (16)(13)— %(6) (7) (9)
6,312 6,202 6,226 
Terrybear, Inc.Consumer ProductsSubordinated Term Loan10.0% Cash, 4.0% PIK04/2204/28263 259 259 — % (6)
Common Stock (24,358.97 shares)N/A04/22N/A239 255 — %(6) (30)
263 498 514 
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)Brokerage, Asset Managers & ExchangesFirst Lien Senior Secured Term LoanLIBOR + 4.25%, 9.0% Cash10/2112/271,251 1,163 1,191 0.1 %(5) (6) (7) (9)
RevolverLIBOR + 4.25%, 9.0% Cash10/2112/27— (18)(14)— %(6) (7) (9)
Subordinated Term LoanLIBOR + 7.75%, 12.7% Cash10/2110/285,110 5,023 5,043 0.5 %(6) (10)
6,361 6,168 6,220 
The Cleaver-Brooks Company, Inc.Industrial EquipmentFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.1% Cash07/2207/2822,694 22,223 22,268 2.0 %(5) (6) (7) (17)
Subordinated Term Loan11.0% PIK07/2207/294,848 4,745 4,755 0.4 % (6)
27,542 26,968 27,023 
The Hilb Group, LLCInsurance BrokerageFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash05/2112/263,527 3,431 3,388 0.3 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash05/2112/25928 912 913 0.1 %(6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.75%, 10.1% Cash05/2112/262,668 2,604 2,625 0.2 %(5) (6) (7) (8)
7,123 6,947 6,926 
52
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment 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%, 12.1% Cash04/2204/30$6,541 $6,419 $6,437 0.6 %(5) (6) (7) (18)
Partnership Equity (353,584.39 units)N/A04/22N/A354 532 — %(6) (30)
6,541 6,773 6,969 
Total Safety U.S. IncDiversified Support ServicesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash, 5.0% PIK07/2208/257,630 7,630 7,631 0.7 %(6) (7) (9)
First Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash08/2108/252,300 2,282 2,178 0.2 %(7) (9)
9,930 9,912 9,809 
Trader CorporationTechnologyFirst Lien Senior Secured Term LoanCDOR + 6.75%, 11.6% Cash12/2212/294,601 4,451 4,486 0.4 %(3) (5) (6) (7) (24)
RevolverCDOR + 6.75%, 11.6% Cash12/2212/28— (9)(9)— %(3) (6) (7) (24)
4,601 4,442 4,477 
Trident Maritime Systems, Inc.Aerospace & DefenseFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash05/2102/278,957 8,849 8,836 0.8 %(5) (6) (7) (9)
8,957 8,849 8,836 
Truck-Lite Co., LLCAutomotive Parts & EquipmentFirst Lien Senior Secured Term LoanSOFR + 6.25%, 11.1% Cash05/2112/2621,301 21,046 20,683 1.9 %(5) (6) (7) (18)
21,301 21,046 20,683 
TSM II Luxco 10 SARLChemical & PlasticsSubordinated Term Loan9.3% PIK03/2203/279,723 9,719 9,450 0.9 %(3) (5) (6) (7)
9,723 9,719 9,450 
TSYL Corporate Buyer, Inc.TechnologyFirst Lien Senior Secured Term LoanSOFR + 4.75%, 9.2% Cash12/2212/28637 591 591 0.1 %(5) (6) (7) (18)
RevolverSOFR + 4.75%, 9.2% Cash12/2212/28— (4)(4)— % (6) (7) (18)
Partnership Units (4,673 units)N/A12/22N/A5 5 — %(6) (30)
637 592 592 
Turbo Buyer, Inc.Finance CompaniesFirst Lien Senior Secured Term LoanLIBOR + 6.00%, 10.7% Cash11/2112/2512,639 12,428 12,243 1.1 %(5) (6) (7) (9)
12,639 12,428 12,243 
Turnberry Solutions, Inc.Consumer CyclicalFirst Lien Senior Secured Term LoanSOFR + 6.25%, 9.2% Cash07/2109/262,646 2,606 2,606 0.2 %(5) (6) (7) (18)
2,646 2,606 2,606 
UKFast Leaders LimitedTechnologyFirst Lien Senior Secured Term LoanSONIA + 7.25%, 10.8% Cash05/2109/274,248 4,885 3,759 0.3 %(3) (5) (6) (7) (21)
4,248 4,885 3,759 
Union Bidco LimitedHealthcareFirst Lien Senior Secured Term LoanSONIA + 5.75%, 9.2% Cash06/2206/292,361 2,331 2,269 0.2 %(3) (5) (6) (7) (21)
2,361 2,331 2,269 
United Therapy Holding III GmbHHealthcareFirst Lien Senior Secured Term LoanEURIBOR + 5.50%, 8.3% Cash04/2203/291,144 1,101 1,098 0.1 %(3) (5) (6) (7) (13)
1,144 1,101 1,098 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)Legal ServicesFirst Lien Senior Secured Term LoanSOFR + 5.75%, 10.5% Cash05/2111/242,518 2,394 2,277 0.2 %(5) (6) (7) (18)
2,518 2,394 2,277 
Utac CeramBusiness ServicesFirst Lien Senior Secured Term LoanEURIBOR + 6.00%, 8.2% Cash05/2109/27854 945 845 0.1 %(3) (5) (6) (7) (12)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 8.9% Cash05/2109/27243 238 240 — %(3) (5) (6) (7) (9)
1,097 1,183 1,085 
Validity, Inc.IT Consulting & Other ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.1% Cash05/2105/25939 911 918 0.1 %(5) (6) (7) (8)
939 911 918 
53
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Victoria Bidco LimitedIndustrial MachineryFirst Lien Senior Secured Term LoanSONIA + 6.50%, 7.7% Cash03/2201/29$4,612 $5,039 $4,483 0.4 %(3) (5) (6) (7) (22)
First Lien Senior Secured Term LoanSONIA + 6.50%, 6.50% Cash03/2201/29473 465 460 — %(3) (5) (6) (7) (21)
5,085 5,504 4,943 
VistaJet Pass Through Trust 2021-1BAirlinesStructured Secured Note - Class B6.3% Cash11/212/299,286 9,286 7,584 0.7 % (6)
9,286 9,286 7,584 
Vital Buyer, LLCTechnologyFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 10.2% Cash06/2106/28963 947 962 0.1 %(5) (6) (7) (9)
Partnership Units (1,096.2 units)N/A06/21N/A11 20 — %(6) (30)
963 958 982 
VP Holding CompanyTransportation ServicesFirst Lien Senior Secured Term LoanLIBOR + 5.50%, 9.9% Cash05/2105/2414,537 14,383 14,259 1.3 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanSOFR + 5.50%, 9.6% Cash05/2105/248,528 8,391 8,364 0.8 %(5) (6) (7) (18)
23,065 22,774 22,623 
W2O Holdings, Inc.Healthcare TechnologyFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash05/2106/25620 620 614 0.1 %(6) (7) (9)
620 620 614 
Wheels Up Experience IncTransportation ServicesFirst Lien Senior Secured Term Loan12.0% Cash10/2204/3122,500 21,621 21,921 2.0 % (6)
22,500 21,621 21,921 
Woodland Foods, LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 5.75%, 10.5% Cash12/2112/278,253 8,113 7,403 0.7 %(5) (6) (7) (9)
RevolverLIBOR + 5.75%, 10.5% Cash12/2112/271,294 1,266 1,127 0.1 %(6) (7) (9)
Common Stock (1,204.46 shares)N/A12/21N/A1,205 733 0.1 %(6) (30)
9,547 10,584 9,263 
World 50, Inc.Professional ServicesFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.1% Cash05/2101/2615,383 15,165 15,216 1.4 %(5) (6) (7) (8)
First Lien Senior Secured Term LoanLIBOR + 5.25%, 9.6% Cash05/2101/26520 520 512 — %(5) (6) (7) (8)
15,903 15,685 15,728 
WWEC Holdings III CorpCapital GoodsFirst Lien Senior Secured Term LoanSOFR + 6.00%, 10.6% Cash10/2209/2810,780 10,467 10,453 1.0 %(5) (6) (7) (18)
RevolverSOFR + 6.00%, 10.6% Cash10/2209/28839 794 792 0.1 %(6) (7) (18)
11,619 11,261 11,245 
Xeinadin Bidco LimitedFinancial OtherFirst Lien Senior Secured Term LoanSONIA + 5.25%, 8.2% Cash05/2205/2910,730 10,678 10,376 1.0 %(3) (5) (6) (7) (21)
Subordinated Term Loan11.0% PIK05/2205/293,789 3,779 3,687 0.3 %(3) (6) (7)
Common Stock (354,281 shares)N/A05/22N/A452 439 — %(3) (6) (30)
14,519 14,909 14,502 
ZB Holdco LLCFood & BeverageFirst Lien Senior Secured Term LoanLIBOR + 4.75%, 9.5% Cash02/2202/282,684 2,623 2,628 0.2 %(5) (6) (7) (9)
RevolverLIBOR + 4.75%, 9.5% Cash02/2202/28— (14)(12)— %(6) (7) (9)
LLC Units (152.7 units)N/A02/2202/28153 189 — %(6) (30)
2,684 2,762 2,805 
Zeppelin Bidco LimitedServices: BusinessFirst Lien Senior Secured Term LoanSONIA + 6.25%, 9.2% Cash03/2203/292,910 3,075 2,581 0.2 %(3) (5) (6) (7) (20)
2,910 3,075 2,581 
Subtotal Non–Control / Non–Affiliate Investments (186.1%)2,032,045 2,073,049 2,023,356 
54
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(Amounts in thousands, except share amounts)

Portfolio CompanyIndustryInvestment Type(1)(2)InterestAcq. DateMaturity DatePrincipal
Amount		CostFair
Value		% of Net Assets *Notes
Affiliate Investments (4):
Eclipse Business Capital, LLCBanking, Finance, Insurance, & Real EstateSecond Lien Senior Secured Term Loan7.5% Cash08/2107/28$3,209 $3,182 $3,209 0.3 % (6)
RevolverLIBOR + 7.25%08/2107/283,722 3,646 3,722 0.3 %(6) (8)
LLC Units (63,139,338 units)N/A08/21N/A65,809 95,340 8.8 % (6)
6,931 72,637 102,271 
Thompson Rivers LLCInvestment Funds & Vehicles6.3% Member InterestN/A08/21N/A— 19,213 12,041 1.1 %

— 19,213 12,041 
Waccamaw River LLCInvestment Funds & Vehicles20% Member InterestN/A08/21N/A— 22,602 20,212 1.9 % (3)
— 22,602 20,212 
Subtotal Affiliate Investments (12.4%)6,931 114,452 134,524 
Total Investments, December 31, 2022 (198.5%)*$2,038,976 $2,187,501 $2,157,880 

Derivative Instruments
Interest Rate Swaps:
DescriptionCompany ReceivesCompany PaysMaturity DateNotional AmountValueHedged InstrumentUnrealized Appreciation (Depreciation)
Interest rate swap (See Note 5)6.00%SOFR + 3.245%5/10/2027$100,000 $(4,534)Series D Notes$(4,534)
Interest rate swap (See Note 5)6.00%SOFR + 3.382%5/10/2027$55,000 $(2,813)Series E Notes(2,813)
Total Interest Rate Swaps, December 31, 2022$(7,347)
55
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 2022
(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$61,845$41,434BNP Paribas SA01/09/23$660 
Foreign currency forward contract (AUD)A$2,300$1,557BNP Paribas SA04/11/2314 
Foreign currency forward contract (AUD)$40,131A$61,845BNP Paribas SA01/09/23(1,964)
Foreign currency forward contract (AUD)$42,446A$63,128BNP Paribas SA04/11/23(684)
Foreign currency forward contract (CAD)C$7,479$5,491BNP Paribas SA01/09/2335 
Foreign currency forward contract (CAD)$5,473C$7,479BNP Paribas SA01/09/23(53)
Foreign currency forward contract (CAD)$5,383C$7,326BNP Paribas SA04/11/23(35)
Foreign currency forward contract (DKK)7,401kr.$1,056BNP Paribas SA01/09/239 
Foreign currency forward contract (DKK)$9827,401kr.BNP Paribas SA01/09/23(83)
Foreign currency forward contract (DKK)$1,0787,499kr.BNP Paribas SA04/11/23(9)
Foreign currency forward contract (EUR)€187,162$198,632BNP Paribas SA01/09/231,693 
Foreign currency forward contract (EUR)$185,138€187,162BNP Paribas SA01/09/23(15,187)
Foreign currency forward contract (EUR)$199,111€186,411BNP Paribas SA04/11/23(1,665)
Foreign currency forward contract (GBP)£56,336$68,032BNP Paribas SA01/09/2313 
Foreign currency forward contract (GBP)£1,600$1,929BNP Paribas SA04/11/237 
Foreign currency forward contract (GBP)$62,569£56,336BNP Paribas SA01/09/23(5,477)
Foreign currency forward contract (GBP)$66,247£54,756BNP Paribas SA04/11/23(38)
Foreign currency forward contract (NZD)NZ$8,665$5,451BNP Paribas SA01/09/2346 
Foreign currency forward contract (NZD)$5,009NZ$8,665BNP Paribas SA01/09/23(487)
Foreign currency forward contract (NZD)$5,060NZ$8,044BNP Paribas SA04/11/23(46)
Foreign currency forward contract (NOK)38,802kr$3,939BNP Paribas SA01/09/236 
Foreign currency forward contract (NOK)$3,62638,802krBNP Paribas SA01/09/23(318)
Foreign currency forward contract (NOK)$4,09740,202krBNP Paribas SA04/11/23(7)
Foreign currency forward contract (SEK)5,694kr$547BNP Paribas SA01/09/23— 
Foreign currency forward contract (SEK)$5125,694krBNP Paribas SA01/09/23(35)
Foreign currency forward contract (SEK)$5555,751krBNP Paribas SA04/11/23— 
Foreign currency forward contract (CHF)18,873Fr.$19,744BNP Paribas SA01/09/23689 
Foreign currency forward contract (CHF)$19,49118,873Fr.BNP Paribas SA01/09/23(942)
Foreign currency forward contract (CHF)$5,3364,891Fr.BNP Paribas SA04/11/23(12)
Total Foreign Currency Forward Contracts, December 31, 2022$(23,870)
*    Fair value as a percentage of net assets.
(1)All debt investments.investments are income producing, unless otherwise noted. The Adviser determines in good faith the fair value of the Company’s investments in accordance with a valuation policy and processes established by the Adviser, which have been approved by the Board, and the 1940 Act. In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. A majority of the 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,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 June 30, 2021 represented 144.5% of December 31, 2022 represented 198.5% 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 25.8% of total investments at fair value as of June 30, 2021.December 31, 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'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 year endedDecember 31, 2022 were as follows:
56
Barings Private Credit Corporation
Consolidated Schedule of Investments — (Continued)
December 31, 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)December 31, 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 $4 $— $— $(140)$3,209 $242 
Revolver (LIBOR + 7.25%)$1,283 $3,736 $(1,284)$— $(13)$3,722 $347 
LLC units (63,139,338 units)$65,412 $2,386 $— $— $27,542 $95,340 $7,923 
$70,040 $6,126 $(1,284)$— $27,389 $102,271 $8,512 
Thompson Rivers LLC6.3% Member Interest$33,511 $— $(13,036)$— $(8,434)$12,041 $3,571 
$33,511 $— $(13,036)$— $(8,434)$12,041 $3,571 
Waccamaw River LLC20% Member Interest$13,500 $8,882 — $— $(2,170)$20,212 $1,850 
$13,500 $8,882 $— $— $(2,170)$20,212 $1,850 
Total Affiliate Investments$117,051 $15,008 $(14,320)$— $16,785 $134,524 $13,933 
(a) Gross additions include increases in the cost basis of investments resulting from new investments, follow-on investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.
(b)     Gross reductions include decreases in the total cost basis of investments resulting from principal repayments, sales and return of capital.
(c)    Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.
(d) The fair value of the investment was determined using significant unobservable inputs.
(5)Some or all of the investment is or will be encumbered as security for BPC Funding LLC’s $400.0 million senior secured revolving credit facility with BNP Paribas entered into on May 11, 2021 (the “Revolvingthe Revolving Credit Facility”).Facility.
(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, 2021December 31, 2022 was 0.10050%4.39157%.
(8)The interest rate on these loans is subject to 2 Month LIBOR, which as of June 30, 2021 was 0.12550%.
(9)The interest rate on these loans is subject to 3 Month LIBOR, which as of June 30, 2021December 31, 2022 was 0.14575%4.76729%.
(10)The interest rate on these loans is subject to 6 Month LIBOR, which as of June 30, 2021December 31, 2022 was 0.15950%5.13886%.
(11)The interest rate on these loans is subject to 31 Month GBP LIBOR,EURIBOR, which as of June 30, 2021December 31, 2022 was 0.07788%1.88400%.
(12)The interest rate on these loans is subject to 6 Month GBP LIBOR, which as of June 30, 2021 was 0.10800%.
(13)The interest rate on these loans is subject to 3 Month EURIBOR, which as of June 30, 2021December 31, 2022 was -0.54200%2.13200%.
(14)(13)The interest rate on these loans is subject to 6 Month EURIBOR, which as of June 30, 2021December 31, 2022 was -0.51500%2.69300%.
(15)(14)The interest rate on these loans is subject to 1 Month BBSY, which as of June 30, 2021December 31, 2022 was 0.01000%3.01500%.
(16)(15)The interest rate on these loans is subject to 3 Month BBSY, which as of June 30, 2021December 31, 2022 was 0.03030%3.26470%.
(17)(16)The interest rate on these loans is subject to 6 Month BBSY, which as of June 30, 2021December 31, 2022 was 0.06500%3.76500%.
(17)The interest rate on these loans is subject to 1 Month SOFR, which as of December 31, 2022 was 4.35806%.
(18)The interest rate on these loans is subject to 3 Month SOFR, which as of December 31, 2022 was 4.58745%.
(19)The interest rate on these loans is subject to 6 Month SOFR, which as of December 31, 2022 was 4.78131%.
(20)The interest rate on these loans is subject to 1 Month SONIA, which as of December 31, 2022 was 3.43570%.
(21)The interest rate on these loans is subject to 3 Month SONIA, which as of December 31, 2022 was 3.75470%.
(22)The interest rate on these loans is subject to 6 Month SONIA, which as of December 31, 2022 was 4.09490%.
(23)The interest rate on these loans is subject to 3 Month STIBOR, which as of June 30, 2021December 31, 2022 was -0.05600%2.70100%.
(19)(24)The interest rate on these loans is subject to 61 Month STIBOR,CDOR, which as of June 30, 2021December 31, 2022 was -0.05200%4.73750%.
(20)(25)The interest rate on these loans is subject to 3 Month CDOR, which as of June 30, 2021December 31, 2022 was 0.43875%4.93500%.
(21)(26)The interest rate on these loans is subject to 3 Month BKBM, which as of December 31, 2022 was 4.53000%.
(27)The interest rate on these loans is subject to 6 Month SONIA,SARON, which as of June 30, 2021December 31, 2022 was 0.05670%0.94212%.
(22)(28)The interest rate on these loans is subject to 61 Month CHF LIBOR,NIBOR, which as of June 30, 2021December 31, 2022 was -0.70960%3.04000%.

(29)The interest rate on these loans is subject to Prime, which as of December 31, 2022 was 7.50000%.

(30)Investment is non-income producing.
(31)The sale of all or a portion of this investment did not qualify for sale accounting under ASC 860, and therefore the investment remains on the Company’s Consolidated Schedule of Investments as of December 31, 2022. See Note 5 in the
Unaudited Consolidated Financial Statements for further details.
(32)Non-accrual investment.


See accompanying notes.
1857
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements


1. Organization, Business, Basis of Presentation and Summary of Significant Accounting PoliciesORGANIZATION, BUSINESS AND BASIS OF PRESENTATION
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 electhas elected to be treated and intends to qualify annually as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company is a non-exchange traded, privately offered perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. The Company uses the term “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$352.0 billion in assets under management as of June 30, 2021.2023.
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.Companies. ASC Topic 946 states that consolidation by the Company of an investee that is not an investment company is not appropriate, except when the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies. None of the portfolio investments made by the Company qualify for this exception. Therefore, the Company’s investment portfolio is carried on the Unaudited and Audited Consolidated
1958
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
for this exception. Therefore, the Company’s investment portfolio is carried on the Unaudited 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 StatementStatements of Operations.
The accompanying unaudited consolidated financial statementsUnaudited 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.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, 2022. 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 statementsUnaudited 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 iswas effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued Accounting Standards Update 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. The Company is currently evaluating thedetermined this guidance will not have a material 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 duringDuring the period from May 10, 2021 (commencement of operations) tothree months ended June 30, 2021.2023, the Company did not repurchase any shares. For the six months ended June 30, 2023, the Company accepted for repurchase 481.464 shares for a total value of $10,014.
59
Barings Private Credit Corporation
Notes to 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 period from May 10, 2021 (commencement of operations) tothree and six months ended June 30, 2021,2023, the Base Management FeeFees determined in accordance with the terms of the Advisory Agreement was $0.7 million.were $4.2 million and $8.1 million, respectively. For the three and six months ended June 30, 2022, the Base Management Fees determined in accordance with the terms of the Advisory Agreement were $2.8 million and $5.0 million, respectively. As of June 30, 2021,2023, the Base Management Fee of $0.7$4.2 million for the period from May 10, 2021 (commencement of operations) toquarter ended June 30, 20212023 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022, the Base Management Fees of $3.5 million for the three months ended December 31, 2022 and $3.3 million for the three months ended September 30, 2022, were unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.
60
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The Incentive Fee
The Incentive Fee under the Advisory Agreement is based on the Company’s income, as described below.
No portion of the Incentive Fee will beis payable until the completion of the first full calendar quarter following the one-year anniversary of the initial effective date of the Advisory Agreement, May 13, 2021 (the “Initial Effective Date”). Upon the completion of the first full calendar quarter following the one-year anniversary of the Initial Effective Date and thereafter, the Incentive Fee will beis determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the Hurdle Amount (as defined below) in respect of the Trailing Twelve Months. The Hurdle Amount will beis determined on a quarterly basis, and will beis calculated by multiplying 8.0% by the average of the Company’s net asset 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.
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
61
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
other fees that the Company receives from portfolio companies, but excluding, for the avoidance of doubt, any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation) accrued during the period, minus the Company’s operating expenses accrued during the period (including, without limitation, the base management fee, administration expenses, any interest expense and dividends paid on any issued and outstanding preferred stock and the incentive fee) in respect of the Trailing Twelve Months less (b) any Net Capital Loss (if positive), in respect of the Trailing Twelve Months, divided by (2) the average of the Company’s net asset values measured at the beginning of each quarter in the Trailing Twelve Months.
“Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Months means (1) (a) the aggregate Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Months less (b) any Net Capital Loss (if positive), in respect of the Trailing Twelve Months, divided by (2) the average of the Company’s net asset values measured at the beginning of each quarter in the Trailing Twelve Months.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses on the Company’s assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains on the Company’s assets, whether realized or unrealized, in such period.
If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no Incentive Fee to Barings in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee as calculated above, the Company will pay Barings the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Incentive Fee as calculated above, the Company will pay Barings the Incentive Fee for such quarter without regard to the Incentive Fee Cap.
The fees that are payable under the Advisory Agreement for any partial period will be appropriately prorated. The fees are calculated using detailed policies and procedures approved by Barings and the Board, including a majority of the Independent Directors, and such policies and procedures are consistent with the description of the calculation of the fees set forth above.
Barings may elect to defer or waive all or a portion of the fees that would otherwise be paid to it in its sole discretion. Any portion of a fee not taken as to any period will be deferred without interest and may be taken in any such other period prior to the occurrence of a liquidity event (if any) as Barings may determine in its sole discretion.
For the period from May 10, 2021 (commencement of operations) tothree and six months ended June 30, 2021,2023, the Incentive Fees determined in accordance with the terms of the Advisory Agreement were $2.7 million and $5.3 million, respectively. For the three and six months ended June 30, 2022, the Company did not incur any Incentive Fee.
22
Barings Private Credit Corporation
Notes toFees. As of June 30, 2023, the Incentive Fee of $2.7 million for the quarter ended June 30, 2023 was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Financial Statements — (Continued)
Balance Sheet. As of December 31, 2022, the Incentive Fee of $0.9 million for the three months ended December 31, 2022 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.
The Advisory Agreement hashad an initial term of two years. Thereafter, it shall continuecontinues 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'days’ written notice. The Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).
Payment of Expenses
All investment professionals of Barings and its staff, when and to the extent engaged in providing investment advisory and management services under the Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by Barings and not by the Company. The Company bears all other costs and expenses of its operations and transactions, including, without limitation, those relating to:
•organizational and offering expenses;
•investment advisory and management fees payable under the Advisory Agreement;
•all other non-investment advisory expenses incurred by the Company or Barings in connection with administering the Company’s business (including payments under the Administration Agreement (as defined below) based upon the Company’s allocable portion of Barings’ overhead in performing its obligations under the Administration Agreement,
62
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
including rent and the allocable portion of the cost of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs); and
•all other expenses of the Company’s operations and transactions, including those listed in the Advisory Agreement.
Sub-Advisory Agreement
Barings has retained Baring International Investment Limited (“BIIL”), its indirect, wholly-owned subsidiary, as a sub-adviser to manage the Company’s European investments, pursuant to the terms of a sub-advisory agreement (the “Sub-Advisory Agreement”“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.
ThisThe Sub-Advisory Agreement will continue in effect forhad an initial term of two years from its initial effective date, May 13, 2021, and thereafter will continueyears. Thereafter, it continues automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (1) the vote of the Board, or by the vote of a majority of the Company’s outstanding voting securities, and (2) the vote of a majority of the Company’s directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act. The Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (1) by the vote of a majority of the Company’s outstanding voting securities, (2) by the vote of the Board, (3) by Barings, or (4) by BIIL. The Sub-Advisory Agreement will automatically terminate in the event of its or the Advisory Agreement’s “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act) or upon termination of the Advisory Agreement. As of June 30, 2021,2023, BIIL had approximately £14.8£15.1 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;
• 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
63
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
personnel in connection with performing administrative services for the Company under the Administration Agreement;
• the actual cost of goods and services used for the Company and obtained by the Administrator from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other methodmethods 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 six months ended June 30, 2023, the Company incurred and was invoiced by the Administrator expenses of approximately $0.4 million and $1.0 million, respectively. For the three and six months ended June 30, 2022, the Company incurred and was invoiced by the Administrator expenses of approximately $0.5 million and $0.9 million, respectively. As of June 30, 2021, Barings had not charged2023, administrative expenses of $0.4 million incurred during the Company for anythree months ended June 30, 2023 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022, administrative expenses underof $0.5 million incurred during the terms ofthree months ended December 31, 2022 were unpaid and included in “Administrative fees payable” in the Administration Agreement.accompanying Consolidated Balance Sheet.
The Administration Agreement hashad an initial term of two years and thereafter will continueyears. Thereafter, it continues 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 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.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The Company’s obligation to make a Reimbursement Payment will automatically become a liability of the Company on the last business day of the applicable calendar quarter, except to the extent Barings has waived its right to receive such payment for the applicable quarter. The Reimbursement Payment for any calendar quarter will be paid by the Company to Barings in any combination of cash or other immediately available funds as promptly as possible following such calendar quarter and in no event later than forty-five days after the end of such calendar quarter.
Either the Company or Barings may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by the Company to Barings will remain the obligation of the Company following any such termination, subject to the terms of the Expense Support Agreement.
There were no Expense Payments or Reimbursement Payments made during the three and six months ended June 30, 2023 or 2022.
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 PIKpayment-in-kind (“PIK”) interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, as of June 30, 2023 and December 31, 2022 are shown in the following table:
($ in thousands)($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets
June 30, 2023:June 30, 2023:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$1,813,484 81 %$1,777,574 80 %144 %
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
162,407 7 154,388 7 13 
Structured productsStructured products27,853 1 24,065 1 2 
Equity sharesEquity shares201,321 9 237,461 11 19 
Equity warrantsEquity warrants4 — 1,166 — — 
Investment in joint venturesInvestment in joint ventures42,704 2 30,932 1 3 
CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets		$2,247,773 100 %$2,225,586 100 %181 %
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 the period from May 10, 2021 (commencement of operations) to June 30, 2021, the Company purchased the Initial Portfolio from MassMutual and CM Life for an aggregate purchase price of $602.8 million and made new investments totaling $69.1 million.
Industry Composition
The industry composition of investments at fair value at June 30, 2021, excluding short-term investments, was as follows:
June 30, 2021
Aerospace and Defense$32,533,212 4.9 %
Automotive29,911,919 4.5 
Banking, Finance, Insurance and Real Estate37,741,569 5.7 
Beverage, Food and Tobacco7,579,870 1.2 
Capital Equipment11,428,308 1.7 
Chemicals, Plastics, and Rubber4,654,410 0.7 
Construction and Building1,703,930 0.3 
Consumer Goods: Durable1,009,381 0.2 
Consumer Goods: Non-durable10,352,796 1.6 
Containers, Packaging and Glass16,409,636 2.5 
Energy: Electricity3,133,918 0.5 
Environmental Industries3,392,349 0.5 
Forest Products and Paper2,426,442 0.4 
Healthcare and Pharmaceuticals106,086,210 16.0 
High Tech Industries167,422,293 25.3 
Hotel, Gaming and Leisure808,998 0.1 
Media: Advertising, Printing and Publishing14,806,271 2.2 
Media: Broadcasting and Subscription4,198,202 0.6 
Media: Diversified and Production12,582,830 1.9 
Services: Business72,715,933 11.0 
Services: Consumer18,737,947 2.8 
Telecommunications4,740,523 0.7 
Transportation: Cargo73,613,500 11.1 
Transportation: Consumer10,518,667 1.6 
Wholesale13,105,567 2.0 
Total$661,614,681 100.0 %
($ in thousands)
CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets
December 31, 2022:
Senior debt and 1st lien notes
$1,817,043 83 %$1,777,492 82 %163 %
Subordinated debt and 2nd lien notes
169,463 8 163,899 8 15 
Structured products28,560 1 25,022 1 2 
Equity shares130,616 6 158,131 7 15 
Equity warrants4 — 1,083 — — 
Investment in joint ventures41,815 2 32,253 2 3 
$2,187,501 100 %2,157,880 100 %198 %
2665
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the three months ended June 30, 2023, the Company made new investments totaling $8.8 million, made additional investments in existing portfolio companies totaling $48.5 million, made a new investment in a new joint venture equity portfolio company totaling $4.6 million, made additional investments in existing joint venture equity portfolio companies totaling $2.5 million and made a $50.0 million equity co-investment alongside certain affiliates in an existing portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. During the six months ended June 30, 2023, the Company made new investments totaling $82.9 million, made additional investments in existing portfolio companies totaling $105.5 million, made a new investment in a new joint venture equity portfolio company totaling $4.6 million, made additional investments in existing joint venture equity portfolio companies totaling $2.5 million and made a $62.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation.
During the three months ended June 30, 2022, the Company made new investments totaling $139.7 million, made additional investments in existing portfolio companies totaling $123.0 million and made additional investments in existing joint venture equity portfolio companies totaling $2.1 million. During the six months ended June 30, 2022, the Company made new investments totaling $314.2 million, made investments in existing portfolio companies totaling $166.4 million and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million.
Industry Composition
The industry composition of investments at fair value at June 30, 2023 and December 31, 2022 was as follows:
($ in thousands)June 30, 2023December 31, 2022
Aerospace and Defense$116,500 5.2 %$101,192 4.7 %
Automotive49,948 2.2 54,357 2.5 
Banking, Finance, Insurance and Real Estate333,386 15.0 270,117 12.5 
Beverage, Food and Tobacco22,505 1.0 21,389 1.0 
Capital Equipment69,256 3.1 60,393 2.8 
Chemicals, Plastics, and Rubber30,381 1.4 34,679 1.6 
Construction and Building20,205 0.9 23,802 1.1 
Consumer Goods: Durable29,050 1.3 29,699 1.4 
Consumer Goods: Non-durable35,310 1.6 35,567 1.6 
Containers, Packaging and Glass51,138 2.3 47,828 2.2 
Environmental Industries60,531 2.7 60,035 2.8 
Healthcare and Pharmaceuticals198,350 8.9 197,319 9.1 
High Tech Industries333,901 15.0 346,180 16.0 
Hotel, Gaming and Leisure20,955 0.9 20,211 0.9 
Investment Funds and Vehicles30,932 1.4 32,253 1.5 
Media: Advertising, Printing and Publishing30,841 1.4 35,399 1.6 
Media: Broadcasting and Subscription9,511 0.4 9,372 0.5 
Media: Diversified and Production34,806 1.6 29,337 1.4 
Metals and Mining7,485 0.3 7,442 0.3 
Services: Business359,730 16.2 371,974 17.3 
Services: Consumer104,451 4.7 99,808 4.6 
Structured Products42,234 1.9 46,943 2.2 
Telecommunications22,649 1.0 20,922 1.0 
Transportation: Cargo151,766 6.8 142,437 6.6 
Transportation: Consumer49,612 2.2 48,878 2.3 
Utilities: Electric10,153 0.6 10,347 0.5 
Total$2,225,586 100.0 %$2,157,880 100.0 %
CPCF BPCC LLC
On June 8, 2023, the Company established a joint venture, CPCF BPCC LLC (“CPCF BPCC”), with Cresset Partners Private Credit Fund, LLC (“CPCF”) to invest in senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. During the six months ended June 30, 2023, the Company held a 9.1%
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
partnership interest in CPCF BPCC. As of June 30, 2023, the cost and fair value of the Company’s investment in CPCF BPCC were $4.6 million and $4.5 million, respectively.
The total value of CPCF BPCC’s investment portfolio was $115.0 million as of June 30, 2023. As of June 30, 2023, CPCF BPCC’s investments had an aggregate cost of $114.7 million. As of June 30, 2023, the CPCF BPCC investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
June 30, 2023:
Senior debt and 1st lien notes
$114,660 100 %$114,955 100 %
$114,660 100 %$114,955 100 %
As of June 30, 2023, the weighted average yield on the principal amount of CPCF BPCC’s outstanding debt investments was approximately 10.9%.
The industry composition of CPCF BPCC’s investments at fair value at June 30, 2023 was as follows:
($ in thousands)June 30, 2023
Aerospace and Defense$13,668 11.9 %
Automotive4,871 4.2 
Banking, Finance, Insurance and Real Estate8,741 7.6 
Capital Equipment7,520 6.5 
Consumer Goods: Durable2,992 2.6 
Healthcare and Pharmaceuticals15,085 13.1 
High Tech Industries24,761 21.5 
Media: Advertising, Printing and Publishing3,956 3.4 
Services: Business25,518 22.2 
Services: Consumer4,934 4.3 
Transportation: Cargo2,909 2.7 
Total$114,955 100.0 %
The geographic composition of CPCF BPCC’s investments at fair value at June 30, 2023 was as follows:
($ in thousands)June 30, 2023
France$17,052 14.8 %
Germany5,956 5.2 
Netherlands2,992 2.6 
United Kingdom6,079 5.3 
USA82,876 72.1 
Total$114,955 100.0 %
CPCF BPCC LLC’s credit facility with Citibank, N.A., which is non-recourse to the Company, initially closed on June 16, 2023, and had approximately $66.3 million outstanding as of June 30, 2023.
67
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The Company may sell portions of its investments via assignment to CPCF BPCC. Since inception, as of June 30, 2023, the Company had sold $114.8 million of its investments to CPCF BPCC. For both the three and six months ended June 30, 2023, the Company realized a gain on the sales of its investments to CPCF BPCC of $2.0 million. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale and satisfies the following conditions:
•Assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;
•each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company; and
•the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
The Company has determined that CPCF BPCC is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in CPCF BPCC as it is not a substantially wholly owned investment company subsidiary. In addition, CPCF BPCC is not an operating company and the Company does not control CPCF BPCC due to the allocation of voting rights among CPCF BPCC members.
Thompson Rivers LLC
On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Thompson Rivers. Under Thompson Rivers’ current operating agreement, as amended to date, the Company has a capital commitment of $30.0 million of equity capital to Thompson Rivers, all of which has been funded as of June 30, 2023. As of June 30, 2023, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.
For the three and six months ended June 30, 2023, Thompson Rivers declared $41.0 million and $98.0 million in dividends, respectively, of which nil was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three and six months ended June 30, 2023, the Company recognized $2.6 million and $6.2 million of the dividends, respectively, as a return of capital. For the three and six months ended June 30, 2022, Thompson Rivers declared $69.4 million and $89.4 million in dividends, respectively, of which $0.9 million and $2.2 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for both the three and six months ended June 30, 2022, the Company recognized $3.5 million of the dividends as a return of capital.
As of June 30, 2023, Thompson Rivers had $522.2 million in Ginnie Mae early buyout loans and $20.4 million in cash. As of December 31, 2022, Thompson Rivers had $890.9 million in Ginnie Mae early buyout loans and $65.1 million in cash. As of June 30, 2023, Thompson Rivers had 3,262 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2022, Thompson Rivers had 5,414 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of June 30, 2023 and December 31, 2022, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
June 30, 2023:
Federal Housing Administration (“FHA”) loans$510,032 92 %$479,899 92 %
Veterans Affairs (“VA”) loans44,797 8 42,275 8 
$554,829 100 %$522,174 100 %
December 31, 2022:
Federal Housing Administration (“FHA”) loans$864,625 91 %$811,358 91 %
Veterans Affairs (“VA”) loans84,654 9 79,553 9 
$949,279 100 %$890,911 100 %
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $132.7 million and $224.2 million outstanding as of June 30, 2023 and December 31, 2022, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $246.2 million and $428.0 million outstanding as of June 30, 2023 and December 31, 2022, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $100.2 million and $184.2 million outstanding as of June 30, 2023 and December 31, 2022, respectively.
The Company has determined that Thompson Rivers is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
As of June 30, 2023 and December 31, 2022, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 June 30, 2023
As of
 December 31, 2022
Total contributed capital by Barings Private Credit Corporation (1)$32,226 $32,226 
Total contributed capital by all members (2)$482,083 $482,083 
Total unfunded commitments by Barings Private Credit Corporation$— $— 
Total unfunded commitments by all members$— $— 
(1)Includes $2.2 million of dividend re-investments.
(2)Includes dividend re-investments of $32.1 million and $209.3 million, respectively, of total contributed capital by related parties.
Waccamaw River LLC
On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Waccamaw River. Under Waccamaw River’s current operating agreement, as amended to date, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, all of which has been funded as of June 30, 2023. As of June 30, 2023, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement totaled $125.0 million, all of which has been funded (including $14.0 million of recallable return of capital).
For the three and six months ended June 30, 2023, Waccamaw River declared $3.7 million and $7.3 million in dividends, respectively, of which $0.7 million and $1.5 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. For the three and six months ended June 30, 2022, Waccamaw River declared $2.4 million and $3.9 million in dividends, respectively, of which $0.5 million and $0.8 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of June 30, 2023, Waccamaw River had $234.8 million in unsecured consumer loans and $14.7 million in cash. As of December 31, 2022, Waccamaw River had $200.5 million in unsecured consumer loans and $8.0 million in cash. As of June 30, 2023, Waccamaw River had 23,182 outstanding loans with an average loan size of $10,990, remaining average life to maturity of 43.0 months and weighted average interest rate of 12.5%. As of December 31, 2022, Waccamaw River had 18,335 outstanding loans with an average loan size of $11,542, remaining average life to maturity of 44.0 months and weighted average interest rate of 12.0%.
Waccamaw River’s secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $83.6 million and $72.3 million outstanding as of June 30, 2023 and December 31, 2022, respectively. Waccamaw River’s secured loan borrowing with Barclays Bank PLC, which is non-recourse to the Company, had approximately $76.2 million and $44.8 million outstanding as of June 30, 2023 and December 31, 2022, respectively.
The Company has determined that Waccamaw River is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
As of June 30, 2023 and December 31, 2022, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 June 30, 2023
As of
 December 31, 2022
Total contributed capital by Barings Private Credit Corporation$25,000 $22,520 
Total contributed capital by all members (1)$139,020 $126,620 
Total return of capital (recallable) by Barings Private Credit Corporation$— $— 
Total return of capital (recallable) by all members (2)$(14,020)$(14,020)
Total unfunded commitments by Barings Private Credit Corporation$— $2,480 
Total unfunded commitments by all members$— $12,400 (3)
(1)Includes $87.3 million and $79.9 million of total contributed capital by related parties as of June 30, 2023 and December 31, 2022, respectively.
(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.
Eclipse Business Capital Holdings LLC
On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $63.4 million, a second lien senior secured loan of $3.2 million and unfunded revolver of $9.6 million, alongside other related party affiliates. On August 12, 2022, the Company increased the unfunded revolver to $16.0 million. As of June 30, 2023 and December 31, 2022, $2.6 million and $3.7 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.
70
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Rocade Holdings LLC
On February 1, 2023, the Company made an equity investment in Rocade Holdings LLC (“Rocade”) of $12.0 million, alongside other related party affiliates. In April 2023, the Company made an additional equity investment in Rocade totaling $50.0 million. As of June 30, 2023, the Company had $48.0 million of unfunded preferred equity commitments. Rocade conducts its business through Rocade LLC and operates as Rocade Capital. Rocade is one of the country’s leading litigation finance platforms that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. Rocade typically provides loans to law firms that are secured by the borrowing firm’s interests in award settlements, including contingency fees expected to be earned from successful litigation. The loans generally bear floating rate PIK interest with an overall expected annualized return between 10% and 25% and collect debt service upon receipt of settlement awards and/or contingency fees. The addition of Rocade to the portfolio allows the Company to participate in an uncorrelated asset class that offer differentiated income returns as compared to directly originated loans. Rocade is led by a seasoned team of litigation finance experts.
The Company has determined that Rocade is not an investment company under ASC Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Rocade because it does not provide services to the Company. Instead the Company accounts for its equity investment in Rocade in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
The 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'sCompany’s current valuation policy and processes were established by the Adviser and have beenwere 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, theThe 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, ifIf no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the 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
71
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser’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’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 theirthe 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’ 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 Board 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 input of Barings, the Company’s Audit Committee and the independent valuation firm.
Valuation TechniquesInputs
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
72
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investment in CPCF BPCC, Thompson Rivers and Waccamaw River
As CPCF BPCC, Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using net asset value of each company and the Company’s ownership percentage as a practical expedient. The net asset value is determined in accordance with the specialized accounting guidance for investment companies.
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of June 30, 2023 and December 31, 2022. The weighted average range of unobservable inputs is based on fair value of investments.
June 30, 2023
($ in thousands)(2)
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)
$1,620,208 Yield AnalysisMarket Yield7.5% – 30.6%11.5%Decrease
7,579 Market ApproachAdjusted EBITDA Multiple7.0x – 7.8x7.6xIncrease
77,954 Recent TransactionTransaction Price93.3% – 97.5%95.7%Increase
Subordinated debt and 2nd lien notes117,746 Yield AnalysisMarket Yield8.6% – 18.1%13.6%Decrease
5,776 Market ApproachAdjusted EBITDA Multiple11.0x11.0xIncrease
1,505 Recent TransactionTransaction Price97.0% – 98.0%97.6%Increase
Equity shares(3)
8,220 Yield AnalysisMarket Yield13.6% – 14.8%14.2%Decrease
221,246 Market ApproachAdjusted EBITDA Multiple6.5x – 40.0x11.5xIncrease
1,482 Market ApproachRevenue Multiple6.3x – 9.5x6.6xIncrease
4,896 Net Asset ApproachLiabilities$(33,951.4)$(33,951.4)Decrease
654 Recent TransactionTransaction Price$0.98 – $1.00$0.99Increase
Equity warrants1,166 Market ApproachAdjusted EBITDA Multiple7.0x – 14.5x8.4xIncrease
(1) Excludes investments with an aggregate fair value amounting to $29,727, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) For structured products, investments with an aggregate fair value amounting to $15,565, were valued by the Adviser 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 $389, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.


28
73
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Level 3 Unobservable Inputs
December 31, 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)
$1,440,027 Yield AnalysisMarket Yield7.2% – 30.8%11.4%Decrease
21,921 Discounted Cash Flow AnalysisDiscount Rate13.0%13.0%Decrease
262,514 Recent TransactionTransaction Price96.7% – 100.0%97.5%Increase
Subordinated debt and 2nd lien notes(2)
125,363 Yield AnalysisMarket Yield9.3% – 16.6%13.0%Decrease
6,931 Market ApproachAdjusted EBITDA Multiple9.0x9.0xIncrease
513 Recent TransactionTransaction Price97.3%97.3%Increase
Structured products(3)
7,584 Discounted Cash Flow AnalysisDiscount Rate10.4%10.4%Decrease
Equity shares9,462 Yield AnalysisMarket Yield15.7% – 17.8%16.6%Decrease
137,680 Market ApproachAdjusted EBITDA Multiple6.5x – 43.0x10.7xIncrease
1,406 Market ApproachRevenue Multiple6.5x – 7.0x6.8xIncrease
220 Market ApproachAdjusted EBITDA/Revenue Multiple Blend5.8x5.8xIncrease
3,219 Net Asset ApproachLiabilities$(8,941.8)$(8,941.8)Decrease
5,326 Recent TransactionTransaction Price$0.00 – $4,673.00$516.37Increase
Equity warrants1,083 Market ApproachAdjusted EBITDA Multiple6.5x – 17.5x7.3xIncrease
(1) Excludes investments with an aggregate fair value amounting to $11,588, 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 $10,487, 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 $8,796, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.



74
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following table summarizes the significant unobservable inputs the Company used in the valuation of its Level 3 debt and equity securities as of June 30, 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

The following table presentstables present the Company’s investment portfolio at fair value as of June 30, 2021,2023 and December 31, 2022, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
Fair Value as of June 30, 2023
($ in thousands)($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$— $42,106 $1,735,468 $1,777,574 
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
— 29,361 125,027 154,388 
Structured productsStructured products— 8,500 15,565 24,065 
Equity sharesEquity shares57 517 236,887 237,461 
Equity warrantsEquity warrants— — 1,166 1,166 
Investments subject to levelingInvestments subject to leveling$57 $80,484 $2,114,113 $2,194,654 
Investment in joint ventures(1)Investment in joint ventures(1)$30,932 
$2,225,586 
Fair Value as of June 30, 2021
Level 1Level 2Level 3TotalFair Value as of December 31, 2022
($ 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
$— $41,442 $1,736,050 $1,777,492 
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
— 20,605 143,294 163,899 
Structured productsStructured products— 8,642 16,380 25,022 
Equity sharesEquity shares53 765 157,313 158,131 
Equity warrantsEquity warrants— — 1,083 1,083 
Equity shares— — 1,500,662 1,500,662 
Investments subject to levelingInvestments subject to leveling$53 $71,454 $2,054,120 $2,125,627 
Investment in joint ventures(2)Investment in joint ventures(2)$32,253 
$2,157,880 
$— $18,105,287 $643,509,394 $661,614,681 
(1)The Company’s investments in CPCF BPCC, Thompson Rivers and Waccamaw River are measured at fair value using net asset value (“NAV”) and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
(2)The Company’s investments in Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
75
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following table reconcilestables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the period from May 10, 2021 (commencement of operations) tosix months ended June 30, 2021:2023 and 2022:
For the period from May 10, 2021 to June 30, 2021
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Equity SharesTotal
Six Months Ended June 30, 2023
($ in thousands)
Six Months Ended June 30, 2023
($ 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$1,736,050 $143,294 $16,380 $157,313 $1,083 $2,054,120 
New investmentsNew investments66,183,783 1,454,372 1,500,660 69,138,815 New investments173,950 8,712 — 67,211 — 249,873 
Investments purchased from MassMutual496,205,187 88,836,151 — 585,041,338 
Transfers into Level 3, netTransfers into Level 3, net— (8,949)— 522 — (8,427)
Proceeds from sales of investmentsProceeds from sales of investments(114,341)— — — — (114,341)
Loan origination fees receivedLoan origination fees received(1,885,103)(21,816)— (1,906,919)Loan origination fees received(4,085)(47)— — — (4,132)
Principal repayments receivedPrincipal repayments received(5,485,441)(4,476,198)— (9,961,639)Principal repayments received(65,844)(17,086)(714)— — (83,644)
Payment in kind interest earned20,006 249 — 20,255 
Payment in kind interest/dividendsPayment in kind interest/dividends2,281 1,008 — 2,933 — 6,222 
Accretion of loan premium/discountAccretion of loan premium/discount288 352 — — — 640 
Accretion of deferred loan origination revenueAccretion of deferred loan origination revenue626,451 62,470 — 688,921 Accretion of deferred loan origination revenue5,144 172 — — — 5,316 
Realized gain525 — — 525 
Realized gain (loss)Realized gain (loss)(939)(278)— — — (1,217)
Unrealized appreciation (depreciation)Unrealized appreciation (depreciation)220,962 267,134 2 488,098 Unrealized appreciation (depreciation)2,964 (2,151)(101)8,908 83 9,703 
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$1,735,468 $125,027 $15,565 $236,887 $1,166 $2,114,113 
Six Months Ended June 30, 2022
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesTotal
Fair value, beginning of period$1,138,818 $92,224 $— $75,005 $1,306,047 
New investments384,424 38,158 6,000 20,463 449,045 
Transfers into Level 3, net— — 9,811 3,518 13,329 
Proceeds from sales of investments1,633 — — — 1,633 
Loan origination fees received(9,865)(647)— — (10,512)
Principal repayments received(79,269)(361)— — (79,630)
Payment in kind interest/dividends1,186 733 — — 1,919 
Accretion of loan premium/discount(9)18 — — 9 
Accretion of deferred loan origination revenue4,814 109 — — 4,923 
Realized gain (loss)(2,514)(11)— — (2,525)
Unrealized appreciation (depreciation)(27,408)(3,470)(540)17,147 (14,271)
Fair value, end of period$1,411,810 $126,753 $15,271 $116,133 $1,669,967 
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 StatementStatements of Operations. Pre-tax net unrealized appreciation on Level 3 investments of $0.5$7.8 million forduring the period from May 10, 2021 (commencement of operations) tosix months ended June 30, 20212023 was related to portfolio company investments that were still held by the Company as of June 30, 2021.2023. Pre-tax net unrealized depreciation on Level 3 investments of $13.5 million during the six months ended June 30, 2022 was related to portfolio company investments that were still held by the Company as of June 30, 2022.
2976
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the six months ended June 30, 2023, the Company made investments of approximately $209.3 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the six months ended June 30, 2023, the Company made investments of $48.2 million in portfolio companies to which it was previously committed to provide such financing.
During the six months ended June 30, 2022, the Company made investments of approximately $421.1 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the six months ended June 30, 2022, the Company made investments of $68.4 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans (if any) generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company is contractually owed and recognizes interest income equal to the applicable margin ("spread"(“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. As of June 30, 2023, 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 and Foreign Currencies
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.
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 June 30, 2021,2023 and December 31, 2022, the Company had no non-accrual assets. one portfolio company with an investment that was on non-accrual.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
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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.
30
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 period from May 10, 2021 (commencement of operations) tothree and six months ended June 30, 2021 was2023 and 2022 were 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$822,203
Three Months EndedThree Months EndedSix Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Recurring Fee Income:
Amortization of loan origination fees$2,147 $1,693 $4,341 $3,180 
Management, valuation and other fees643 453 1,206 819 
Total Recurring Fee Income2,790 2,146 5,547 3,999 
Non-Recurring Fee Income:
Prepayment fees380 — 380 — 
Acceleration of unamortized loan origination fees640 1,744 1,049 1,810 
Advisory, loan amendment and other fees114 383 302 465 
Total Non-Recurring Fee Income1,134 2,127 1,731 2,275 
Total Fee Income$3,924 $4,273 $7,278 $6,274 
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.
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“Prepaid expenses and other assets"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 GeneralDeferred Financing Fees
Costs incurred to issue debt are capitalized and Administrative Expenses
Other general and administrative expenses include bank service fees and expenses reimbursable toare amortized over the Adviser under the termsterm of the Administration Agreementdebt agreements using the effective interest method.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Segments
The Company lends to and other costs related to operatinginvests in customers in various industries. The Company separately evaluates the Company.performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of June 30, 2021,2023 and December 31, 2022, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of June 30, 2021,2023 and December 31, 2022, the Company’s largest single portfolio company investment represented approximately 1.8%4.9% and 4.7%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.
As of June 30, 2021,2023, 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. As of June 30, 2023, all assets (other than those that are owned by BPC Funding) were pledged (or will be pledged when the related investment purchase settles) as collateral for the SMBC Credit Facility.
Financial and Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated Statements of Operations as the hedged item. The Company 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 Statements of Operations. The fair value of the Company’s interest rate swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currency
As of June 30, 20212023 the Company held 1118 investments that were denominated in Australian dollars, 39two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 69 investments that were denominated in Euros, two investments that were 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 27 investments that were denominated in British pounds sterling. As of December 31, 2022, the Company held 18 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 65 investments that were denominated in Euros, one investment that was denominated in Canadian dollars,Swiss francs, one investment that was denominated in Swedish krona, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish krona,New Zealand dollars, one investment that was denominated in New Zealand dollarsNorwegian krone and 2229 investments that were denominated in British pounds sterling.
31
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 StatementStatements of Operations.
In addition, forduring both the period from May 10, 2021 (commencement of operations) tosix months ended June 30, 2021,2023 and June 30, 2022, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company'sCompany’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 StatementStatements of Operations.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
4. Income 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). The Company has historically met its minimum distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the three and six months ended June 30, 2023, the Company recorded a net expense of $0.2 million and $0.3 million, respectively, for U.S. federal excise tax.
Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal year 2021), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
For federal income tax purposes, the cost of investments owned as of June 30, 20212023 and December 31, 2022 was approximately $660.8 million.$2,221.1 million and $2,160.8 million, respectively. As of June 30, 2021,2023, net unrealized appreciation on the Company'sCompany’s investments (tax basis) was approximately $3.9$9.2 million, consisting of gross unrealized appreciation, where the fair value of the Company'sCompany’s investments exceeds their tax cost, of approximately $6.5$92.0 million and gross unrealized depreciation, where the tax cost of the Company'sCompany’s investments exceeds their fair value, of approximately $2.6$82.8 million. As of December 31, 2022, net unrealized depreciation on the Company’s investments (tax basis) was approximately $18.2 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $83.6 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $101.8 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'sCompany’s consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as LLCslimited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the
32
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Company's 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
80
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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'sCompany’s Unaudited Consolidated StatementStatements 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'sCompany’s Unaudited Consolidated StatementStatements of Operations, with the related deferred tax assets or liabilities, if any, included in "Accounts“Accounts payable and accrued liabilities"liabilities” in the Company’s Unaudited Consolidated Balance Sheet. As of June 30, 2023 and December 31, 2022, the Company had a net deferred tax liability of $0.3 million and $0.2 million, respectively, pertaining to operating losses and tax basis differences related to certain partnership interests.
5. BorrowingsBORROWINGS
The Company had the following borrowings outstanding as of June 30, 2021:2023 and December 31, 2022:
Issuance DateMaturity DateInterest Rate as of June 30, 2021June 30, 2021
Credit Facility:
May 11, 2021May 11, 20262.312%$286,791,445 
Total Credit Facility$286,791,445 
Issuance Date
($ in thousands)		Maturity DateInterest Rate as of June 30, 2023June 30, 2023December 31, 2022
Credit Facilities:
Revolving Credit Facility – May 11, 2021May 11, 20267.104%$799,286 $795,284 
SMBC Credit Facility – March 6, 2023March 6, 20287.241%111,500 — 
Total Credit Facilities$910,786 $795,284 
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%95,187 95,466 
July 26, 2022 – Series E Notes (1)May 10, 20276.000%52,084 52,187 
(Less: Deferred financing fees)(541)(615)
Total Notes$296,730 $297,038 
Secured Borrowing:
Secured BorrowingMarch 14, 2023N/A$— $18,559 
Total Secured Borrowing$— $18,559 
(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%201.0% as of June 30, 2021.2023.
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding, the Company’s wholly-owned subsidiary, entered into the Revolving Credit Facility with BNP Paribas (“BNPP”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and the Company serves as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility 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. CommencingEffective on November 11, 2021,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 will paycurrently pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as
81
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding pays an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varyvaries depending upon the types of assets in BPC Funding’s portfolio. Assets are required to meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPC Funding obtain the
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 June 30, 2021,2023, the Company was in compliance with all covenants of the Revolving Credit Facility.
As of June 30, 2021,2023, the Company had U.S. dollar borrowings of $195.0$653.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 2.291% (weighted average one7.389% (three month LIBORSOFR of 0.141%5.045%), borrowings denominated in British pounds sterling of £15.8£30.2 million ($21.838.4 million U.S. dollars) with a weighted average interest rate of 2.400%6.510% (weighted average onethree month adjusted cumulative compounded SONIA of 0.050%4.177%), borrowings denominated in Australian dollars of A$13.37.8 million ($10.05.2 million U.S. dollars) with an interest rate of 2.193% (one5.759% (three month BBSW of 0.043%3.609%), borrowings denominated in Canadian dollars of C$5.4 million ($4.44.1 million U.S. dollars) with an interest rate of 2.567% (one7.194% (three month CDOR of 0.417%5.044%) and, borrowings denominated in EurosNew Zealand dollars of €46.9NZ$6.1 million ($55.63.7 million U.S. dollars) with an interest rate of 2.350% (one7.940% (three month NZBB of 5.540%) and borrowings denominated in Euros of €86.6 million ($94.5 million U.S. dollars) with an interest rate of 5.409% (three month EURIBOR of 0.000%3.242%). 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 StatementStatements of Operations.
As of December 31, 2022, the Company had U.S. dollar borrowings of $653.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 6.465% (three month SOFR of 4.113%), borrowings denominated in British pounds sterling of £30.2 million ($36.3 million U.S. dollars) with a weighted average interest rate of 4.415% (weighted average three month adjusted cumulative compounded SONIA of 2.083%), borrowings denominated in Australian dollars of A$7.8 million ($5.3 million U.S dollars) with a weighted average interest rate of 5.210% (three month BBSW of 3.060%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 6.708% (three month CDOR of 4.558%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.9 million U.S. dollars) with an interest rate of 6.490% (three month NZBB of 4.090%) and borrowings denominated in Euros of €86.6 million ($92.4 million U.S. dollars) with an interest rate of 3.772% (three month EURIBOR of 1.605%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “unrealized appreciation (depreciation) – foreign currency transactions” in the Company’s Consolidated Statements of Operations.
As of June 30, 2021,2023 and December 31, 2022, the fair value of the borrowings outstanding under the Revolving Credit Facility was $286.8 million.$799.3 million and $795.3 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.
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 presents the Company's foreign currency forward contracts as of June 30, 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
Foreign currency forward contract (CAD)C$6,000,000$4,863,22107/07/21$(26,295)Derivative liability
Foreign currency forward contract (CAD)$4,962,767C$6,000,00007/07/21125,840 Prepaid expense and other assets
Foreign currency forward contract (CAD)$560,328C$691,24410/06/213,091 Prepaid expense and other assets
Foreign currency forward contract (EUR)€13,120,804$15,652,71907/07/21(101,573)Derivative liability
Foreign currency forward contract (EUR)$16,038,137€13,120,80407/07/21486,991 Prepaid expense and other assets
Foreign currency forward contract (EUR)$6,587,190€5,512,77310/06/2141,121 Prepaid expense and other assets
Foreign currency forward contract (GBP)£5,660,148$7,863,73107/07/21(49,212)Derivative liability
Foreign currency forward contract (GBP)$8,010,358£5,660,14807/07/21195,839 Prepaid expense and other assets
Foreign currency forward contract (GBP)$2,648,604£1,907,66210/06/2114,308 Prepaid expense and other assets
Foreign currency forward contract (NZD)NZ$598,727$421,73607/07/21(3,944)Derivative liability
Foreign currency forward contract (NZD)$432,574NZ$598,72707/07/2114,782 Prepaid expense and other assets
Foreign currency forward contract (NZD)$422,919NZ$600,58810/06/213,953 Prepaid expense and other assets
Foreign currency forward contract (SEK)$648,8155,358,935kr07/07/2122,772 Prepaid expense and other assets
Foreign currency forward contract (SEK)5,358,935kr$629,85307/07/21(3,811)Derivative liability
Foreign currency forward contract (SEK)$633,3805,384,541kr10/06/213,814 Prepaid expense and other assets
Foreign currency forward contract (CHF)Fr.542,994$590,73407/07/21(3,854)Derivative liability
Foreign currency forward contract (CHF)$607,085Fr.542,99407/07/2120,205 Prepaid expense and other assets
Foreign currency forward contract (CHF)$595,150Fr.545,74810/06/213,876 Prepaid expense and other assets
Total$747,903 
As of June 30, 2021, the total fair value of the Company's foreign currency forward contracts was $0.7 million. 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.

3482
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
7. Commitments and ContingenciesSMBC Revolving Credit Facility
In the normal course of business,On March 6, 2023, the Company entered into a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent, as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto, which governs the SMBC Credit Facility. The initial principal amount of the SMBC Credit Facility is party$115.0 million, subject to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing toavailability under the borrowing base, which is based on the Company’s portfolio companies. Sinceinvestments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, the Company will pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, may expire without being drawnin addition to certain other fees as agreed between the Company and the Administrative Agent.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to the Company varies depending upon the total commitment amount does not necessarily representtypes of assets in the Company’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., a subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future cash requirements.(collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which the Company may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of the Company occurs. Upon the occurrence and during the continuation of certain event of defaults, the Administrative Agent may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of June 30, 2021,2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balanceswas in compliance with all covenants of unused commitments to extend financing asthe SMBC Credit Facility.
As of June 30, 2021 was as follows:2023, the Company had U.S. dollar borrowings of $111.5 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.241% (three month SOFR of 5.141%).
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 
35
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 

(1)The Company's estimateAs of June 30, 2023, the fair value of the current investments in these portfolio companies includes an analysisborrowings outstanding under the SMBC Credit Facility was $111.5 million. The fair values of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more ofborrowings outstanding under the Company's current investments in the portfolio companySMBC Credit Facility are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on a market yield approach and current interest rates, which are Level 3 inputs to the spot rate at the relevant balance sheet date.market yield model.
(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.
COVID-19 Developments
For the period from May 10, 2021 (commencement of operations) to June 30, 2021, the Coronavirus and the COVID-19 pandemic continued to have a significant impact on the U.S. and global economies. To the extent the Company’s portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on the Company’s future net investment income, the fair value of its portfolio investments, its financial condition and the results of operations and financial condition of the Company’s portfolio companies.
36
Barings Private Credit Corporation
July 2026 Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is 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 purposes of the total return calculation for the period for the period from May 10, 2021 (commencement of operations) to June 30, 2021, beginning NAV is assumed to be the first share issuance at $20.00 per share.

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 and 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,”
83
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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, 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.respectively.
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 proceeds
37
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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.
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 beis 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 (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. As of June 30, 2023, the Company was in compliance with all covenants under the July 2021 NPA.
The Company’s obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of June 30, 2023 and December 31, 2022, the fair values of the outstanding July 2026 Notes were $127.6 million and $125.9 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.
84
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The May 2027 Notes will mature on May 10, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the May 2022 NPA. Interest on the May 2027 Notes will be due semiannually in May and November of each year, beginning in November 2022. In addition, the Company is obligated to offer to repay the May 2027 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates. As of June 30, 2023, the Company was in compliance with all covenants under the May 2022 NPA.
The Company’s obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of June 30, 2023 and December 31, 2022, the fair values of the outstanding May 2027 Notes were $147.3 million and $147.7 million, respectively. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of June 30, 2023, the interest rate swap had a fair value of $(4.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet. 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 June 30, 2023, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet. 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.
85
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Secured Borrowings
As of June 30, 2023, the Company had no secured borrowings outstanding. As of December 31, 2022, the Company had $18.6 million of secured borrowings (“Secured Borrowings”) outstanding, which were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which is generally within 120 days of the trade date. The Company’s Secured Borrowings bore interest at a weighted average rate of 7.843% (three month SOFR of 4.587%) for the year ended December 31, 2022. As of December 31, 2022, the fair value of the Secured Borrowings was $18.6 million. The fair value of the Secured Borrowings are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of June 30, 2023 and December 31, 2022:
As of June 30, 2023
($ 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$68,655$45,93607/07/23$(198)Derivative liabilities
Foreign currency forward contract (AUD)$46,740A$68,65507/07/231,002 Derivative assets
Foreign currency forward contract (AUD)$46,242A$68,93910/10/23196 Derivative assets
Foreign currency forward contract (CAD)C$7,321$5,55107/07/23(20)Derivative liabilities
Foreign currency forward contract (CAD)$5,461C$7,32107/07/23(70)Derivative liabilities
Foreign currency forward contract (CAD)$5,361C$7,05310/10/2324 Derivative assets
Foreign currency forward contract (DKK)7,483kr.$1,10207/07/23(4)Derivative liabilities
Foreign currency forward contract (DKK)$1,1017,483kr.07/07/233 Derivative assets
Foreign currency forward contract (DKK)$1,1007,431kr.10/10/234 Derivative assets
Foreign currency forward contract (EUR)€204,324$224,04807/07/23(936)Derivative liabilities
Foreign currency forward contract (EUR)$223,627€204,32407/07/23514 Derivative assets
Foreign currency forward contract (EUR)$226,210€205,32410/10/23932 Derivative assets
Foreign currency forward contract (GBP)£57,676$73,53307/07/23(240)Derivative liabilities
Foreign currency forward contract (GBP)$71,657£57,67607/07/23(1,636)Derivative liabilities
Foreign currency forward contract (GBP)$73,540£57,67610/10/23238 Derivative assets
Foreign currency forward contract (NZD)NZ$8,422$5,20007/07/23(36)Derivative liabilities
Foreign currency forward contract (NZD)$5,297NZ$8,42207/07/23133 Derivative assets
Foreign currency forward contract (NZD)$5,254NZ$8,51510/10/2336 Derivative assets
Foreign currency forward contract (NOK)40,762kr$3,78307/07/2324 Derivative assets
Foreign currency forward contract (NOK)$3,96740,762kr07/07/23160 Derivative assets
Foreign currency forward contract (NOK)$3,84241,276kr10/10/23(25)Derivative liabilities
Foreign currency forward contract (SEK)5,829kr$54407/07/23(4)Derivative liabilities
Foreign currency forward contract (SEK)$5645,829kr07/07/2324 Derivative assets
Foreign currency forward contract (SEK)$5535,904kr10/10/233 Derivative assets
Foreign currency forward contract (CHF)5,238Fr.$5,86707/07/23(12)Derivative liabilities
Foreign currency forward contract (CHF)$5,7965,238Fr.07/07/23(57)Derivative liabilities
Foreign currency forward contract (CHF)$5,8705,186Fr.10/10/2313 Derivative assets
Total$68 
86
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2022
($ 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$61,845$41,43401/09/23$660 Derivative assets
Foreign currency forward contract (AUD)A$2,300$1,55704/11/2314 Derivative assets
Foreign currency forward contract (AUD)$40,131A$61,84501/09/23(1,964)Derivative liabilities
Foreign currency forward contract (AUD)$42,446A$63,12804/11/23(684)Derivative liabilities
Foreign currency forward contract (CAD)C$7,479$5,49101/09/2335 Derivative assets
Foreign currency forward contract (CAD)$5,473C$7,47901/09/23(53)Derivative liabilities
Foreign currency forward contract (CAD)$5,383C$7,32604/11/23(35)Derivative liabilities
Foreign currency forward contract (DKK)7,401kr.$1,05601/09/239 Derivative assets
Foreign currency forward contract (DKK)$9827,401kr.01/09/23(83)Derivative liabilities
Foreign currency forward contract (DKK)$1,0787,499kr.04/11/23(9)Derivative liabilities
Foreign currency forward contract (EUR)€187,162$198,63201/09/231,693 Derivative assets
Foreign currency forward contract (EUR)$185,138€187,16201/09/23(15,187)Derivative liabilities
Foreign currency forward contract (EUR)$199,111€186,41104/11/23(1,665)Derivative liabilities
Foreign currency forward contract (GBP)£56,336$68,03201/09/2313 Derivative assets
Foreign currency forward contract (GBP)£1,600$1,92904/11/237 Derivative assets
Foreign currency forward contract (GBP)$62,569£56,33601/09/23(5,477)Derivative liabilities
Foreign currency forward contract (GBP)$66,247£54,75604/11/23(38)Derivative liabilities
Foreign currency forward contract (NZD)NZ$8,665$5,45101/09/2346 Derivative assets
Foreign currency forward contract (NZD)$5,009NZ$8,66501/09/23(487)Derivative liabilities
Foreign currency forward contract (NZD)$5,060NZ$8,04404/11/23(46)Derivative liabilities
Foreign currency forward contract (NOK)38,802kr$3,93901/09/236 Derivative assets
Foreign currency forward contract (NOK)$3,62638,802kr01/09/23(318)Derivative liabilities
Foreign currency forward contract (NOK)$4,09740,202kr04/11/23(7)Derivative liabilities
Foreign currency forward contract (SEK)5,694kr$54701/09/23— Derivative assets
Foreign currency forward contract (SEK)$5125,694kr01/09/23(35)Derivative liabilities
Foreign currency forward contract (SEK)$5555,751kr04/11/23— Derivative liabilities
Foreign currency forward contract (CHF)18,873Fr.$19,74401/09/23689 Derivative assets
Foreign currency forward contract (CHF)$19,49118,873Fr.01/09/23(942)Derivative liabilities
Foreign currency forward contract (CHF)$5,3364,891Fr.04/11/23(12)Derivative liabilities
Total$(23,870)
As of June 30, 2023 and December 31, 2022, the total fair values of the Company’s foreign currency forward contracts were $0.1 million and $(23.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three and six months ended June 30, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months EndedSix Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Forward currency contracts$(5,873)$2,606 $(27,269)$3,563 
87
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three and six months ended June 30, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months EndedSix Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Forward currency contracts$4,805 $11,734 $23,937 $14,134 

7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of June 30, 2023 and December 31, 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of June 30, 2023 and December 31, 2022 were as follows:
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
Accurus Aerospace Corporation(1)(2)Revolver$380 $691 
Adhefin International(1)(2)(3)Delayed Draw Term Loan808 — 
Air Comm Corporation, LLC(1)(2)Delayed Draw Term Loan1,550 — 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,871 — 
Americo Chemical Products, LLC(1)(2)Revolver1,400 — 
Amtech LLC(1)Delayed Draw Term Loan909 1,818 
Amtech LLC(1)Revolver455 364 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver472 462 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,027 1,179 
Arc Education(1)(3)Delayed Draw Term Loan3,455 3,789 
Argus Bidco Limited(1)(2)(4)CAF Term Loan1,387 1,579 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan— 335 
ASC Communications, LLC(1)Revolver647 647 
Astra Bidco Limited(1)(4)Delayed Draw Term Loan727 1,059 
ATL II MRO Holdings Inc.(1)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,485 1,512 
Azalea Buyer, Inc.(1)Delayed Draw Term Loan962 962 
Azalea Buyer, Inc.(1)Revolver481 481 
Bariacum S.A(1)(3)Acquisition Facility436 961 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,490 4,783 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,697 2,697 
Brightpay Limited(1)(3)Delayed Draw Term Loan193 188 
BrightSign LLC(1)(2)Revolver370 1,109 
British Engineering Services Holdco Limited(1)(4)Acquisition/Capex Facility140 203 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 291 
Centralis Finco S.a.r.l.(1)(3)Incremental CAF Term Loan268 298 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
88
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan— 156 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan4,505 5,143 
Comply365, LLC(1)Revolver575 489 
Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan516 505 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
Direct Travel, Inc.(1)Delayed Draw Term Loan193 233 
DISA Holdings Corp.(1)Delayed Draw Term Loan1,287 1,368 
DISA Holdings Corp.(1)Revolver429 416 
DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility— 168 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,548 1,515 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan4,513 4,513 
Eclipse Business Capital, LLC(1)Revolver13,476 12,321 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan7,947 7,947 
EMI Porta Holdco LLC(1)(2)Revolver880 1,261 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan— 92 
eShipping, LLC(1)Delayed Draw Term Loan1,274 1,274 
eShipping, LLC(1)Revolver743 743 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,697 2,639 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan539 528 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver115 115 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan54 57 
Faraday(1)(3)Delayed Draw Term Loan1,955 — 
FineLine Systems(1)(2)Delayed Draw Term Loan— 478 
Finexvet(1)(2)(3)Delayed Draw Term Loan1,919 — 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan572 766 
Fortis Payment Systems, LLC(1)Delayed Draw Term Loan575 925 
FragilePak LLC(1)Delayed Draw Term Loan— 4,649 
GB Eagle Buyer, Inc.(1)Revolver3,226 3,226 
Glacis Acquisition S.A.R.L.(1)(3)Delayed Draw Term Loan7,564 7,399 
Global Academic Group Limited(1)(7)Term Loan437 451 
GPZN II GmbH(1)(2)(3)CAF Term Loan— 560 
Graphpad Software, LLC(1)(2)Delayed Draw Term Loan2,602 2,602 
Greenhill II BV(1)(3)Capex Acquisition Facility119 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan— 1,102 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan219 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan307 313 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan— 148 
Heartland, LLC(1)Delayed Draw Term Loan— 710 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
HEKA Invest(1)(3)Delayed Draw Term Loan1,136 1,111 
HTI Technology & Industries(1)Delayed Draw Term Loan1,691 1,691 
HTI Technology & Industries(1)Revolver1,128 1,128 
HW Holdco, LLC (Hanley Wood LLC)(1)Delayed Draw Term Loan— 1,074 
Innovad Group II BV(1)(3)Delayed Draw Term Loan42 200 
89
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
INOS 19-090 GmbH(1)(3)Acquisition Facility222 217 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan2,662 2,621 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan113 111 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility— 3,695 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility— 606 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan1,521 1,488 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)(2)Revolver1,232 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility729 753 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan724 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan860 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan837 819 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan255 298 
LeadsOnline, LLC(1)Revolver1,952 1,952 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan244 244 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver107 106 
Marshall Excelsior Co.(1)(2)Revolver58 216 
MC Group Ventures Corporation(1)Delayed Draw Term Loan435 467 
Mercell Holding AS(1)(8)Capex Acquisition Facility733 797 
Mertus 522. GmbH(1)(2)(3)Capex Acquisition Facility2,806 2,745 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan58 59 
Murphy Midco Limited(1)(4)Delayed Draw Term Loan89 97 
Narda Acquisitionco., Inc.(1)(2)Revolver1,059 953 
NeoxCo(1)(3)Delayed Draw Term Loan491 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility1,091 1,254 
Nexus Underwriting Management Limited(1)(2)(4)Revolver77 — 
NF Holdco, LLC(1)(2)Revolver1,479 — 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan946 925 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)(2)Revolver391 607 
OG III B.V.(1)(3)Accordion Facility— 650 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 3,407 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan806 1,008 
Options Technology Ltd.(1)(2)Delayed Draw Term Loan1,406 1,406 
OSP Hamilton Purchaser, LLC(1)Revolver715 187 
Pare SAS (SAS Maurice MARLE)(1)Delayed Draw Term Loan2,100 2,100 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,111 3,836 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Delayed Draw Term Loan6,110 5,977 
ProfitOptics, LLC(1)Revolver32 193 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan209 255 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan743 727 
90
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
QPE7 SPV1 BidCo Pty Ltd(1)(5)Accordion Facility— 2,585 
Qualified Industries, LLC(1)Revolver364 — 
Questel Unite(1)(2)(3)Incremental Term Loan2,761 2,701 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,820 2,623 
R1 Holdings, LLC(1)Revolver1,947 1,601 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan5,516 5,516 
Randys Holdings, Inc.(1)(2)Revolver1,891 1,964 
Rep Seko Merger Sub LLC(1)(2)Delayed Draw Term Loan415 520 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility— 765 
Rocade Holdings LLC(1)Preferred Equity48,000 — 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,246 2,945 
Royal Buyer, LLC(1)Revolver1,787 1,787 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,730 2,730 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility660 5,535 
SBP Holdings LP(1)Delayed Draw Term Loan1,469 — 
SBP Holdings LP(1)Revolver1,065 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan331 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,160 1,135 
Scout Bidco B.V.(1)(3)Revolver526 515 
Sereni Capital NV(1)(3)Delayed Draw Term Loan694 — 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
Simulation Software Investment Company Pty Ltd(1)Delayed Draw Term Loan408 408 
Smartling, Inc.(1)(2)Delayed Draw Term Loan— 2,076 
Smartling, Inc.(1)(2)Revolver1,038 1,038 
Soho Square III Debtco II SARL(1)(2)(4)Delayed Draw Term Loan1,192 3,383 
Solo Buyer, L.P.(1)Revolver1,596 1,995 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 665 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver98 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan7,500 7,500 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan476 451 
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 309 
Tank Holding Corp(1)(2)Delayed Draw Term Loan2,047 — 
Tank Holding Corp(1)(2)Revolver164 545 
Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,150 1,088 
Techone B.V.(1)(3)Revolver144 94 
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)Revolver2,768 2,422 
The Hilb Group, LLC(1)(2)Delayed Draw Term Loan1,834 2,537 
Trader Corporation(1)(6)Revolver353 345 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
91
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan1,509 1,509 
Union Bidco Limited(1)(2)(4)Acquisition Facility222 210 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility628 1,089 
Unither (Uniholding)(1)(3)Delayed Draw Term Loan473 — 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan3,371 3,371 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan108 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 487 
Waccamaw River LLC(2)Joint Venture— 2,480 
Whitcraft Holdings, Inc.(1)(2)Revolver2,515 — 
Woodland Foods, LLC(1)(2)Line of Credit939 330 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan2,329 2,329 
WWEC Holdings III Corp(1)(2)Revolver1,304 1,025 
Xeinadin Bidco Limited(1)(4)CAF Term Loan5,013 4,743 
ZB Holdco LLC(1)Delayed Draw Term Loan— 1,352 
ZB Holdco LLC(1)Revolver845 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,330 1,258 
Total unused commitments to extend financing$270,734 $247,730 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
92
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the six months ended June 30, 2023 and 2022:
 Six Months
Ended		Six Months
Ended
($ in thousands, except share and per share amounts)June 30, 2023June 30, 2022
Per share data:
Net asset value at beginning of period$20.55 $20.58 
Net investment income (1)1.27 0.95 
Net realized gain on investments / foreign currency transactions (1)(0.48)0.09 
Net unrealized appreciation (depreciation) on investments / foreign currency transactions (1)0.49 — 
Total increase from investment operations (1)1.28 1.04 
Dividends paid to stockholders from net investment income(1.09)(0.77)
Dividends paid to stockholders from short-term realized gains(0.02)(0.08)
Total dividends declared(1.11)(0.85)
Net asset value at end of period$20.72 $20.77 
Shares outstanding at end of period59,235,153 51,594,967 
Net assets at end of period$1,227,544 $1,071,862 
Average net assets$1,136,786 $917,222 
Ratio of total expenses to average net assets (annualized) (2)9.88 %4.41 %
Ratio of net investment income to average net assets (annualized) (2)12.55 %9.51 %
Portfolio turnover ratio (annualized)9.79 %6.45 %
Total return (3)6.35 %5.06 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies, including joint ventures.
(3)Total return is calculated as the change in NAV per share during the period, divided by the beginning NAV per share and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period.
9. SUBSEQUENT EVENTS
On July 3, 2023, the Company sold 495,173.74 unregistered shares of its common stock (with the number of shares issued being determined on July 24, 2023), for aggregate consideration of approximately $10.3 million at a price per share of $20.72, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by the Company and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder and/or Regulation S under the Securities Act.
On August 5, 2021 our9, 2023, the Board declared a quarterly distributionregular monthly distributions for September 2023 through November 2023. The regular monthly cash distributions, each in the gross amount of $0.40$0.20 per share are payable on September 15, 202128, 2023, October 30, 2023 and November 29, 2023, to holdersstockholders of record as ofon September 8, 2021.26, 2023, October 26, 2023 and November 27, 2023, respectively.
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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 statementsUnaudited Consolidated Financial Statements for the period from May 10, 2021 (commencement of operations) tothree and six months ended June 30, 2021,2023, 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 in Amendment No. 1 to our Registration StatementAnnual Report on Form 10, filed with10-K for the SEC on June 23, 2021 (the “Form 10”).year ended December 31, 2022. 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, “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 entitledtitled “Risk Factors” hereinin Part I of our Annual Report on Form 10-K for the year ended December 31, 2022 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Form 10.Securities and Exchange Commission (the “SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets, including with respect to changes frommarkets; the impact of the COVID-19 pandemic; the length and duration of the COVID-19 outbreak in the United States as well as worldwideglobal health crises on our or our portfolio companies’ business and the magnitude of the economic impact of that outbreak; the effect of the COVID-19 pandemic onU.S. and global economies; our, business prospects and the prospects ofor 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 electhave elected for federal income tax purposes to be treated as a RIC under Subchapter M of the Code and expect to maintain our qualification as a RIC annually thereafter.
An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and 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.
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Our primary investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. We focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities. Barings employs fundamental credit analysis, and targets investments in businesses with low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk relative to other businesses in this market segment. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and seeks to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated, would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.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 OfferedSecured Overnight Financing Rate (“LIBOR”SOFR”) (or anthe applicable successor rate)currency rate for investments in foreign currencies) plus 450475 basis points and LIBORSOFR plus 650675 basis points per annum. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities.
As of June 30, 20212023 and December 31, 2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 6.8%. The10.6% and 9.9%, respectively. As of June 30, 2023 and December 31, 2022, the weighted average yield on the principal amount onof all of our outstanding debt investments (including equity, equity-linked investments and short-termnon-accrual debt investments) was approximately 6.8% as of June 30, 2021.
COVID-19 Developments
The spread of the Coronavirus10.5% 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 has adversely affected, and threatens to continue to adversely affect, our operations and the operations of Barings, including with respect to us. Barings has taken proactive steps around COVID-19 to address the potential impacts on their people, clients, communities and everyone they come in contact with, directly or through their premises. Protecting their employees and supporting the communities in which they live and work is a priority. 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. 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 likely9.8%, respectively.
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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’ $296.2$271.4 billion Global Fixed Income Platform (as of June 30, 2023) that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained BIIL, its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the United StatesU.S. and the Financial Conduct Authority in the United Kingdom with its principal office located in London.London, England. As of June 30, 2021,2023, BIIL had approximately £14.8£15.1 billion in assets under management.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our Administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record-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 also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 50 investment professionals (as of June 30, 2023) located in three offices in the U.S. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
We have 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$2,225.6 million and $2,157.9 million as of June 30, 2021.2023 and December 31, 2022, respectively. As of June 30, 2021,2023, we had investments in 183289 portfolio companies with an aggregate cost of $660.8$2,247.8 million. As of December 31, 2022, we had investments in 280 portfolio companies with an aggregate cost of $2,187.5 million. As of June 30, 2021,2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
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As of June 30, 2021,2023 and December 31, 2022, our investment portfolio consisted of the following investments:
($ in thousands)($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio
June 30, 2023:June 30, 2023:
Senior debt and 1st lien notes
Senior debt and 1st lien notes
$1,813,484 81 %$1,777,574 80 %
Subordinated debt and 2nd lien notes
Subordinated debt and 2nd lien notes
162,407 7 154,388 7 
Structured productsStructured products27,853 1 24,065 1 
Equity sharesEquity shares201,321 9 237,461 11 
Equity warrantsEquity warrants4 — 1,166 — 
Investment in joint venturesInvestment in joint ventures42,704 2 30,932 1 
CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio		$2,247,773 100 %$2,225,586 100 %
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, 2022:
Senior debt and 1st lien notes
$1,817,043 83 %$1,777,492 82 %
Subordinated debt and 2nd lien notes
169,463 8 163,899 8 
Structured products28,560 1 25,022 1 
Equity shares130,616 6 158,131 7 
Equity warrants4 — 1,083 — 
Investment in joint ventures41,815 2 32,253 2 
$2,187,501 100 %$2,157,880 100 %
Investment Activity
ForDuring the period from May 10, 2021 (commencement of operations) tosix months ended June 30, 2021,2023, 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.$82.9 million, made additional investments in existing portfolio companies totaling $105.5 million, made a new investment in a new joint venture equity portfolio company totaling $4.6 million, made additional investments in existing joint venture equity portfolio companies totaling $2.5 million and made a $62.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had two7 loans repaid at par totaling $8.6$52.5 million and received $1.3$30.7 million of portfolio company principal payments.payments and sale proceeds, recognizing a net loss on these transactions of $2.6 million. In addition, we sold $114.8 million of middle-market portfolio debt investments to one of our joint ventures, realizing a gain on these transactions of $2.0 million and recognized a loss of $0.6 million on one of our debt investments that was restructured. Finally, we received $6.2 million of return of capital from one of our joint ventures.
During the six months ended June 30, 2022, we made new investments totaling $314.2 million, made additional investments in existing portfolio companies totaling $166.4 million, and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million. We had 20 loans repaid at par totaling $71.1 million and received $6.9 million of portfolio company principal payments and sale proceeds, recognizing a net loss on these transactions of $2.5 million. In addition, we received $3.5 million of return of capital from one of our joint ventures.
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Total portfolio investment activity for the period from May 10, 2021 (commencement of operations) tosix months ended June 30, 20212023 and 2022 was as follows:
For the period from May 10, 2021 (commencement of operations) to June 30, 2021:
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Equity
Shares		Total
Six Months Ended
June 30, 2023:
($ in thousands)
Six Months Ended
June 30, 2023:
($ 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$1,777,492 $163,899 $25,022 $158,131 $1,083 $32,253 $2,157,880 
New investmentsNew investments66,183,783 1,454,372 1,500,660 69,138,815 New investments173,950 8,712 — 67,772 — 7,102 257,536 
Investments purchased from MassMutual496,205,187 106,632,767 — 602,837,954 
Proceeds from sales of investments/return of capitalProceeds from sales of investments/return of capital(114,341)— — — — (6,214)(120,555)
Loan origination fees receivedLoan origination fees received(1,885,103)(21,816)— (1,906,919)Loan origination fees received(4,085)(47)— — — — (4,132)
Principal repayments receivedPrincipal repayments received(5,485,441)(4,476,198)— (9,961,639)Principal repayments received(65,878)(17,086)(714)— — — (83,678)
Payment-in-kind interest earned20,006 249 — 20,255 
Accretion of loan discount— 624 — 624 
Payment-in-kind interest/dividendsPayment-in-kind interest/dividends2,281 1,008 — 2,933 — — 6,222 
Accretion of loan premium/discountAccretion of loan premium/discount309 389 7 — — — 705 
Accretion of deferred loan origination revenueAccretion of deferred loan origination revenue626,451 79,947 — 706,398 Accretion of deferred loan origination revenue5,143 247 — — — — 5,390 
Realized gain525 — — 525 
Realized gain (loss)Realized gain (loss)(939)(278)— — — — (1,217)
Unrealized appreciation (depreciation)Unrealized appreciation (depreciation)220,962 557,704 2 778,668 Unrealized appreciation (depreciation)3,642 (2,456)(250)8,625 83 (2,209)7,435 
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$1,777,574 $154,388 $24,065 $237,461 $1,166 $30,932 $2,225,586 
Six Months
Ended
June 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Investment in Joint VenturesTotal
Fair value, beginning of period$1,141,252 $114,779 $19,566 $75,040 $47,011 $1,397,648 
New investments409,918 38,158 6,000 26,547 8,859 489,482 
Proceeds from sales of investments1,633 — — — (3,487)(1,854)
Loan origination fees received(9,866)(647)— — — (10,513)
Principal repayments received(79,339)(361)— — — (79,700)
Payment-in-kind interest1,191 733 — — — 1,924 
Accretion of loan premium/discount19 23 7 — — 49 
Accretion of deferred loan origination revenue4,814 176 — — — 4,990 
Realized gain (loss)(2,514)(11)— — — (2,525)
Unrealized appreciation (depreciation)(30,027)(4,801)(1,048)16,965 (6,294)(25,205)
Fair value, end of period$1,437,081 $148,049 $24,525 $118,552 $46,089 $1,774,296 
Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of June 30, 2021,2023, we had noone portfolio company with its debt investment on non-accrual, assets.the fair value of which was $9.6 million, which comprised 0.4% of the total fair value of our portfolio, and the cost of which was $16.8 million, which comprised 0.7% of the total cost of our portfolio. As of December 31, 2022, we had one portfolio company with its debt investment on non-accrual, the fair value of which was $6.3 million, which comprised 0.3% of the total fair value of our portfolio, and the cost of which was $16.8 million, which comprised 0.8% of the total cost of our portfolio.
A summary of our non-accrual asset as of June 30, 2023 is provided below:
Core Scientific, Inc.
During the quarter ended December 31, 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. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of June 30, 2023, the cost of our debt investment in Core Scientific was $16.8 million and the fair value of such investment was $9.6 million.
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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 period from May 10, 2021 (commencement of operations) tothree and six months ended June 30, 2021
Operating results2023, the Base Management Fees determined in accordance with the terms of the Advisory Agreement were $4.2 million and $8.1 million, respectively. For the three and six months ended June 30, 2022, the Base Management Fees determined in accordance with the terms of the Advisory Agreement were $2.8 million and $5.0 million, respectively. As of June 30, 2023, the Base Management Fee of $4.2 million for the period from May 10, 2021 (commencement of operations) toquarter ended June 30, 2023 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022, the Base Management Fees of $3.5 million for the three months ended December 31, 2022 and $3.3 million for the three months ended September 30, 2022, were unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.
60
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The Incentive Fee
The Incentive Fee under the Advisory Agreement is based on the Company’s income, as described below.
No portion of the Incentive Fee is payable until the completion of the first full calendar quarter following the one-year anniversary of the initial effective date of the Advisory Agreement, May 13, 2021 (the “Initial Effective Date”). Upon the completion of the first full calendar quarter following the one-year anniversary of the Initial Effective Date and thereafter, the Incentive Fee is determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the Hurdle Amount (as defined below) in respect of the Trailing Twelve Months. The Hurdle Amount is determined on a quarterly basis, and is calculated by multiplying 8.0% by the average of the Company’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Months. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
The calculation of the Incentive Fee for each quarter will be as follows:    
•No Incentive Fee will be payable to the Adviser in any calendar quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months does not exceed the Hurdle Amount;
•100% of the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 8.889% by the average of the Company’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Months. The Catch-Up Amount is intended to provide the Adviser with an Incentive Fee of 10% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for the Trailing Twelve Months; and
•For any quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months exceeds the Catch-Up Amount, the Incentive Fee will equal 10% of the amount of the Company’s Pre-Incentive Fee Net Investment Income for such Trailing Twelve Months, as the Hurdle Amount and Catch-Up Amount will have been achieved.
Subject to the Incentive Fee Cap (discussed below), the amount of the Incentive Fee that will be paid to Barings for a particular quarter will equal the aggregate Incentive Fee calculated as set forth above, less the aggregate Incentive Fees that were paid to Barings in the preceding three calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Months.
The Incentive Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (x) 0.50% of the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each quarter during the Trailing Twelve Months and appropriately adjusted for any share issuances or repurchases during the period (the “Average TTM Gross Assets”), or (y) in the event that the Company’s Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Months is less than 9.0%, the Incentive Fee Cap will equal 0.20% of the Average TTM Gross Assets; provided that, if the Incentive Fee Cap as calculated in clause (x) of this paragraph applies in any quarter, in no event will the Company pay any incentive fee (or portion thereof) during such quarter to the extent that it would cause the Cumulative Net Investor Return (as defined below) during the relevant Trailing Twelve Months to be reduced to an amount below what the Cumulative Net Investor Return during such period would have been if the Incentive Fee Cap for such quarter had been calculated in accordance with clause (y) of this paragraph.
For purposes of the Advisory Agreement:
“Cumulative Net Investor Return” during the relevant Trailing Twelve Months means (1) (a) the Company’s aggregate interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or
61
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
other fees that the Company receives from portfolio companies, but excluding, for the avoidance of doubt, any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation) accrued during the period, minus the Company’s operating expenses accrued during the period (including, without limitation, the base management fee, administration expenses, any interest expense and dividends paid on any issued and outstanding preferred stock and the incentive fee) in respect of the Trailing Twelve Months less (b) any Net Capital Loss (if positive), in respect of the Trailing Twelve Months, divided by (2) the average of the Company’s net asset values measured at the beginning of each quarter in the Trailing Twelve Months.
“Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Months means (1) (a) the aggregate Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Months less (b) any Net Capital Loss (if positive), in respect of the Trailing Twelve Months, divided by (2) the average of the Company’s net asset values measured at the beginning of each quarter in the Trailing Twelve Months.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses on the Company’s assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains on the Company’s assets, whether realized or unrealized, in such period.
If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no Incentive Fee to Barings in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee as calculated above, the Company will pay Barings the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Incentive Fee as calculated above, the Company will pay Barings the Incentive Fee for such quarter without regard to the Incentive Fee Cap.
The fees that are payable under the Advisory Agreement for any partial period will be appropriately prorated. The fees are calculated using detailed policies and procedures approved by Barings and the Board, including a majority of the Independent Directors, and such policies and procedures are consistent with the description of the calculation of the fees set forth above.
Barings may elect to defer or waive all or a portion of the fees that would otherwise be paid to it in its sole discretion. Any portion of a fee not taken as to any period will be deferred without interest and may be taken in any such other period prior to the occurrence of a liquidity event (if any) as Barings may determine in its sole discretion.
For the three and six months ended June 30, 2023, the Incentive Fees determined in accordance with the terms of the Advisory Agreement were $2.7 million and $5.3 million, respectively. For the three and six months ended June 30, 2022, the Company did not incur any Incentive Fees. As of June 30, 2023, the Incentive Fee of $2.7 million for the quarter ended June 30, 2023 was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022, the Incentive Fee of $0.9 million for the three months ended December 31, 2022 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.
The Advisory Agreement had an initial term of two years. Thereafter, it continues automatically for successive one-year periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act. The Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (i) by the vote of a majority of the outstanding voting securities of the Company or (ii) by the vote of the Board, or (iii) by the Adviser upon 90 days’ written notice. The Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).
Payment of Expenses
All investment professionals of Barings and its staff, when and to the extent engaged in providing investment advisory and management services under the Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by Barings and not by the Company. The Company bears all other costs and expenses of its operations and transactions, including, without limitation, those relating to:
•organizational and offering expenses;
•investment advisory and management fees payable under the Advisory Agreement;
•all other non-investment advisory expenses incurred by the Company or Barings in connection with administering the Company’s business (including payments under the Administration Agreement (as defined below) based upon the Company’s allocable portion of Barings’ overhead in performing its obligations under the Administration Agreement,
62
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
including rent and the allocable portion of the cost of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs); and
•all other expenses of the Company’s operations and transactions, including those listed in the Advisory Agreement.
Sub-Advisory Agreement
Barings has retained Baring International Investment Limited (“BIIL”), its indirect, wholly-owned subsidiary, as a sub-adviser to manage the Company’s European investments, pursuant to the terms of a sub-advisory agreement (the “Sub-Advisory Agreement”). BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England.
Under the terms of the Sub-Advisory Agreement and except as expressly provided for therein, BIIL provides advisory services with respect to the Company’s European investments on terms and conditions that are, as far as possible, identical to the terms and conditions under which Barings itself serves as its investment adviser under the Advisory Agreement. In addition, except as expressly set forth in the Sub-Advisory Agreement, BIIL is entitled to the same rights and protections as Barings is under the terms of the Advisory Agreement. Barings maintains oversight responsibilities for BIIL’s activities as they relate to the Company’s investment portfolio (including BIIL’s compliance with the requirements set out, referred to or contemplated by the Advisory Agreement), but BIIL is not under the day-to-day direction and supervision of Barings with respect to such activities; provided, however, that Barings retains ultimate discretion over the selection, acquisition and disposal of assets to or from the Company’s investment portfolio. Barings, and not the Company, is solely responsible for paying compensation to BIIL, which amount shall be a portion of the management fees paid by the Company to Barings under the Advisory Agreement, as agreed to between Barings and BIIL from time to time.
The Sub-Advisory Agreement had an initial term of two years. Thereafter, it continues automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (1) the vote of the Board, or by the vote of a majority of the Company’s outstanding voting securities, and (2) the vote of a majority of the Company’s directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act. The Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (1) by the vote of a majority of the Company’s outstanding voting securities, (2) by the vote of the Board, (3) by Barings, or (4) by BIIL. The Sub-Advisory Agreement will automatically terminate in the event of its or the Advisory Agreement’s “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act) or upon termination of the Advisory Agreement. As of June 30, 2023, BIIL had approximately £15.1 billion in assets under management.
Administration Agreement
Under the terms of an administration agreement (the “Administration Agreement”) with the Adviser, the Adviser also performs (or oversees, or arranges for, the performance of) the administrative services necessary for the Company to operate (in such capacity, the “Administrator”), including, but not limited to, providing office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as the Administrator, subject to review by the Board, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement. The Administrator also, on behalf of the Company and subject to oversight by the Board, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
The Company reimburses Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by the Company and Barings quarterly in arrears. In no event will the agreed-upon quarterly expense amount exceed the amount of expenses that would otherwise be reimbursable by the Company under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount.
The costs and expenses incurred by the Administrator on behalf of the Company under the Administration Agreement include, but are not limited to:
• the allocable portion of the Administrator’s rent for the Company’s Chief Financial Officer and the Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;
• the allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such
63
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
personnel in connection with performing administrative services for the Company under the Administration Agreement;
• the actual cost of goods and services used for the Company and obtained by the Administrator from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with generally accepted accounting principles;
• all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and
• costs associated with (a) the monitoring and preparation of regulatory reporting, including filings with the SEC and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications.
For the three and six months ended June 30, 2023, the Company incurred and was invoiced by the Administrator expenses of approximately $0.4 million and $1.0 million, respectively. For the three and six months ended June 30, 2022, the Company incurred and was invoiced by the Administrator expenses of approximately $0.5 million and $0.9 million, respectively. As of June 30, 2023, administrative expenses of $0.4 million incurred during the three months ended June 30, 2023 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022, administrative expenses of $0.5 million incurred during the three months ended December 31, 2022 were unpaid and included in “Administrative fees payable” in the accompanying Consolidated Balance Sheet.
The Administration Agreement had an initial term of two years. Thereafter, it continues automatically for successive one-year periods so long as such continuance is specifically approved at least annually by the Board, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act. The Administration Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board, or by the Adviser, upon 90 days’ written notice to the other party. The Administration Agreement may not be assigned by a party without the consent of the other party.
Expense Support and Conditional Reimbursement Agreement
The Company has entered into an expense support agreement (the “Expense Support Agreement”) with Barings, pursuant to which Barings may elect to pay certain of the Company’s expenses on its behalf (“Expense Payment”), including organization and offering expenses, provided that no portion of the payment will be used to pay any interest expense or distribution and/or shareholder servicing fees of the Company (if applicable following receipt, if any, of the multi-class exemptive relief from SEC that, if granted, will permit the Company to issue multiple classes of shares of its common stock with varying sales loads, contingent deferred sales charges, and/or asset-based service and/or distribution fees). Any Expense Payment that Barings commits to pay must be paid by Barings to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment is made in writing, and/or offset against amounts due from us to Barings or its affiliates.
Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s stockholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess referred to herein as “Excess Operating Funds”), the Company will pay such Excess Operating Funds, or a portion thereof, to Barings until such time as all Expense Payments made by Barings to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company under the Expense Support Agreement are referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).
The amount of the Reimbursement Payment for any calendar quarter will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by Barings to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to Barings; provided that Barings may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The Company’s obligation to make a Reimbursement Payment will automatically become a liability of the Company on the last business day of the applicable calendar quarter, except to the extent Barings has waived its right to receive such payment for the applicable quarter. The Reimbursement Payment for any calendar quarter will be paid by the Company to Barings in any combination of cash or other immediately available funds as promptly as possible following such calendar quarter and in no event later than forty-five days after the end of such calendar quarter.
Either the Company or Barings may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by the Company to Barings will remain the obligation of the Company following any such termination, subject to the terms of the Expense Support Agreement.
There were no Expense Payments or Reimbursement Payments made during the three and six months ended June 30, 2023 or 2022.
3. INVESTMENTS
Portfolio Composition
The Company predominately invests in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. The Adviser’s existing SEC co-investment exemptive relief under the 1940 Act permits the Company and the Adviser’s affiliated private funds and SEC regulated funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.
The cost basis of the Company’s debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and payment-in-kind (“PIK”) interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, as of June 30, 2023 and December 31, 2022 are shown in the following table:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets
June 30, 2023:
Senior debt and 1st lien notes
$1,813,484 81 %$1,777,574 80 %144 %
Subordinated debt and 2nd lien notes
162,407 7 154,388 7 13 
Structured products27,853 1 24,065 1 2 
Equity shares201,321 9 237,461 11 19 
Equity warrants4 — 1,166 — — 
Investment in joint ventures42,704 2 30,932 1 3 
$2,247,773 100 %$2,225,586 100 %181 %
($ in thousands)
CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets
December 31, 2022:
Senior debt and 1st lien notes
$1,817,043 83 %$1,777,492 82 %163 %
Subordinated debt and 2nd lien notes
169,463 8 163,899 8 15 
Structured products28,560 1 25,022 1 2 
Equity shares130,616 6 158,131 7 15 
Equity warrants4 — 1,083 — — 
Investment in joint ventures41,815 2 32,253 2 3 
$2,187,501 100 %2,157,880 100 %198 %
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the three months ended June 30, 2023, the Company made new investments totaling $8.8 million, made additional investments in existing portfolio companies totaling $48.5 million, made a new investment in a new joint venture equity portfolio company totaling $4.6 million, made additional investments in existing joint venture equity portfolio companies totaling $2.5 million and made a $50.0 million equity co-investment alongside certain affiliates in an existing portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. During the six months ended June 30, 2023, the Company made new investments totaling $82.9 million, made additional investments in existing portfolio companies totaling $105.5 million, made a new investment in a new joint venture equity portfolio company totaling $4.6 million, made additional investments in existing joint venture equity portfolio companies totaling $2.5 million and made a $62.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation.
During the three months ended June 30, 2022, the Company made new investments totaling $139.7 million, made additional investments in existing portfolio companies totaling $123.0 million and made additional investments in existing joint venture equity portfolio companies totaling $2.1 million. During the six months ended June 30, 2022, the Company made new investments totaling $314.2 million, made investments in existing portfolio companies totaling $166.4 million and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million.
Industry Composition
The industry composition of investments at fair value at June 30, 2023 and December 31, 2022 was as follows:
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$7,801,716
($ in thousands)June 30, 2023December 31, 2022
Aerospace and Defense$116,500 5.2 %$101,192 4.7 %
Automotive49,948 2.2 54,357 2.5 
Banking, Finance, Insurance and Real Estate333,386 15.0 270,117 12.5 
Beverage, Food and Tobacco22,505 1.0 21,389 1.0 
Capital Equipment69,256 3.1 60,393 2.8 
Chemicals, Plastics, and Rubber30,381 1.4 34,679 1.6 
Construction and Building20,205 0.9 23,802 1.1 
Consumer Goods: Durable29,050 1.3 29,699 1.4 
Consumer Goods: Non-durable35,310 1.6 35,567 1.6 
Containers, Packaging and Glass51,138 2.3 47,828 2.2 
Environmental Industries60,531 2.7 60,035 2.8 
Healthcare and Pharmaceuticals198,350 8.9 197,319 9.1 
High Tech Industries333,901 15.0 346,180 16.0 
Hotel, Gaming and Leisure20,955 0.9 20,211 0.9 
Investment Funds and Vehicles30,932 1.4 32,253 1.5 
Media: Advertising, Printing and Publishing30,841 1.4 35,399 1.6 
Media: Broadcasting and Subscription9,511 0.4 9,372 0.5 
Media: Diversified and Production34,806 1.6 29,337 1.4 
Metals and Mining7,485 0.3 7,442 0.3 
Services: Business359,730 16.2 371,974 17.3 
Services: Consumer104,451 4.7 99,808 4.6 
Structured Products42,234 1.9 46,943 2.2 
Telecommunications22,649 1.0 20,922 1.0 
Transportation: Cargo151,766 6.8 142,437 6.6 
Transportation: Consumer49,612 2.2 48,878 2.3 
Utilities: Electric10,153 0.6 10,347 0.5 
Total$2,225,586 100.0 %$2,157,880 100.0 %
Net increases (decreases)CPCF BPCC LLC
On June 8, 2023, the Company established a joint venture, CPCF BPCC LLC (“CPCF BPCC”), with Cresset Partners Private Credit Fund, LLC (“CPCF”) to invest in senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. During the six months ended June 30, 2023, the Company held a 9.1%
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
partnership interest in CPCF BPCC. As of June 30, 2023, the cost and fair value of the Company’s investment in CPCF BPCC were $4.6 million and $4.5 million, respectively.
The total value of CPCF BPCC’s investment portfolio was $115.0 million as of June 30, 2023. As of June 30, 2023, CPCF BPCC’s investments had an aggregate cost of $114.7 million. As of June 30, 2023, the CPCF BPCC investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
June 30, 2023:
Senior debt and 1st lien notes
$114,660 100 %$114,955 100 %
$114,660 100 %$114,955 100 %
As of June 30, 2023, the weighted average yield on the principal amount of CPCF BPCC’s outstanding debt investments was approximately 10.9%.
The industry composition of CPCF BPCC’s investments at fair value at June 30, 2023 was as follows:
($ in thousands)June 30, 2023
Aerospace and Defense$13,668 11.9 %
Automotive4,871 4.2 
Banking, Finance, Insurance and Real Estate8,741 7.6 
Capital Equipment7,520 6.5 
Consumer Goods: Durable2,992 2.6 
Healthcare and Pharmaceuticals15,085 13.1 
High Tech Industries24,761 21.5 
Media: Advertising, Printing and Publishing3,956 3.4 
Services: Business25,518 22.2 
Services: Consumer4,934 4.3 
Transportation: Cargo2,909 2.7 
Total$114,955 100.0 %
The geographic composition of CPCF BPCC’s investments at fair value at June 30, 2023 was as follows:
($ in thousands)June 30, 2023
France$17,052 14.8 %
Germany5,956 5.2 
Netherlands2,992 2.6 
United Kingdom6,079 5.3 
USA82,876 72.1 
Total$114,955 100.0 %
CPCF BPCC LLC’s credit facility with Citibank, N.A., which is non-recourse to the Company, initially closed on June 16, 2023, and had approximately $66.3 million outstanding as of June 30, 2023.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The Company may sell portions of its investments via assignment to CPCF BPCC. Since inception, as of June 30, 2023, the Company had sold $114.8 million of its investments to CPCF BPCC. For both the three and six months ended June 30, 2023, the Company realized a gain on the sales of its investments to CPCF BPCC of $2.0 million. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale and satisfies the following conditions:
•Assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;
•each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company; and
•the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
The Company has determined that CPCF BPCC is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in CPCF BPCC as it is not a substantially wholly owned investment company subsidiary. In addition, CPCF BPCC is not an operating company and the Company does not control CPCF BPCC due to the allocation of voting rights among CPCF BPCC members.
Thompson Rivers LLC
On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Thompson Rivers. Under Thompson Rivers’ current operating agreement, as amended to date, the Company has a capital commitment of $30.0 million of equity capital to Thompson Rivers, all of which has been funded as of June 30, 2023. As of June 30, 2023, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.
For the three and six months ended June 30, 2023, Thompson Rivers declared $41.0 million and $98.0 million in dividends, respectively, of which nil was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three and six months ended June 30, 2023, the Company recognized $2.6 million and $6.2 million of the dividends, respectively, as a return of capital. For the three and six months ended June 30, 2022, Thompson Rivers declared $69.4 million and $89.4 million in dividends, respectively, of which $0.9 million and $2.2 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for both the three and six months ended June 30, 2022, the Company recognized $3.5 million of the dividends as a return of capital.
As of June 30, 2023, Thompson Rivers had $522.2 million in Ginnie Mae early buyout loans and $20.4 million in cash. As of December 31, 2022, Thompson Rivers had $890.9 million in Ginnie Mae early buyout loans and $65.1 million in cash. As of June 30, 2023, Thompson Rivers had 3,262 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2022, Thompson Rivers had 5,414 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of June 30, 2023 and December 31, 2022, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
June 30, 2023:
Federal Housing Administration (“FHA”) loans$510,032 92 %$479,899 92 %
Veterans Affairs (“VA”) loans44,797 8 42,275 8 
$554,829 100 %$522,174 100 %
December 31, 2022:
Federal Housing Administration (“FHA”) loans$864,625 91 %$811,358 91 %
Veterans Affairs (“VA”) loans84,654 9 79,553 9 
$949,279 100 %$890,911 100 %
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $132.7 million and $224.2 million outstanding as of June 30, 2023 and December 31, 2022, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $246.2 million and $428.0 million outstanding as of June 30, 2023 and December 31, 2022, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $100.2 million and $184.2 million outstanding as of June 30, 2023 and December 31, 2022, respectively.
The Company has determined that Thompson Rivers is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
As of June 30, 2023 and December 31, 2022, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 June 30, 2023
As of
 December 31, 2022
Total contributed capital by Barings Private Credit Corporation (1)$32,226 $32,226 
Total contributed capital by all members (2)$482,083 $482,083 
Total unfunded commitments by Barings Private Credit Corporation$— $— 
Total unfunded commitments by all members$— $— 
(1)Includes $2.2 million of dividend re-investments.
(2)Includes dividend re-investments of $32.1 million and $209.3 million, respectively, of total contributed capital by related parties.
Waccamaw River LLC
On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Waccamaw River. Under Waccamaw River’s current operating agreement, as amended to date, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, all of which has been funded as of June 30, 2023. As of June 30, 2023, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement totaled $125.0 million, all of which has been funded (including $14.0 million of recallable return of capital).
For the three and six months ended June 30, 2023, Waccamaw River declared $3.7 million and $7.3 million in dividends, respectively, of which $0.7 million and $1.5 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. For the three and six months ended June 30, 2022, Waccamaw River declared $2.4 million and $3.9 million in dividends, respectively, of which $0.5 million and $0.8 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of June 30, 2023, Waccamaw River had $234.8 million in unsecured consumer loans and $14.7 million in cash. As of December 31, 2022, Waccamaw River had $200.5 million in unsecured consumer loans and $8.0 million in cash. As of June 30, 2023, Waccamaw River had 23,182 outstanding loans with an average loan size of $10,990, remaining average life to maturity of 43.0 months and weighted average interest rate of 12.5%. As of December 31, 2022, Waccamaw River had 18,335 outstanding loans with an average loan size of $11,542, remaining average life to maturity of 44.0 months and weighted average interest rate of 12.0%.
Waccamaw River’s secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $83.6 million and $72.3 million outstanding as of June 30, 2023 and December 31, 2022, respectively. Waccamaw River’s secured loan borrowing with Barclays Bank PLC, which is non-recourse to the Company, had approximately $76.2 million and $44.8 million outstanding as of June 30, 2023 and December 31, 2022, respectively.
The Company has determined that Waccamaw River is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
As of June 30, 2023 and December 31, 2022, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 June 30, 2023
As of
 December 31, 2022
Total contributed capital by Barings Private Credit Corporation$25,000 $22,520 
Total contributed capital by all members (1)$139,020 $126,620 
Total return of capital (recallable) by Barings Private Credit Corporation$— $— 
Total return of capital (recallable) by all members (2)$(14,020)$(14,020)
Total unfunded commitments by Barings Private Credit Corporation$— $2,480 
Total unfunded commitments by all members$— $12,400 (3)
(1)Includes $87.3 million and $79.9 million of total contributed capital by related parties as of June 30, 2023 and December 31, 2022, respectively.
(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.
Eclipse Business Capital Holdings LLC
On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $63.4 million, a second lien senior secured loan of $3.2 million and unfunded revolver of $9.6 million, alongside other related party affiliates. On August 12, 2022, the Company increased the unfunded revolver to $16.0 million. As of June 30, 2023 and December 31, 2022, $2.6 million and $3.7 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.
70
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Rocade Holdings LLC
On February 1, 2023, the Company made an equity investment in Rocade Holdings LLC (“Rocade”) of $12.0 million, alongside other related party affiliates. In April 2023, the Company made an additional equity investment in Rocade totaling $50.0 million. As of June 30, 2023, the Company had $48.0 million of unfunded preferred equity commitments. Rocade conducts its business through Rocade LLC and operates as Rocade Capital. Rocade is one of the country’s leading litigation finance platforms that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. Rocade typically provides loans to law firms that are secured by the borrowing firm’s interests in award settlements, including contingency fees expected to be earned from successful litigation. The loans generally bear floating rate PIK interest with an overall expected annualized return between 10% and 25% and collect debt service upon receipt of settlement awards and/or contingency fees. The addition of Rocade to the portfolio allows the Company to participate in an uncorrelated asset class that offer differentiated income returns as compared to directly originated loans. Rocade is led by a seasoned team of litigation finance experts.
The Company has determined that Rocade is not an investment company under ASC Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Rocade because it does not provide services to the Company. Instead the Company accounts for its equity investment in Rocade in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
The Adviser conducts the valuation of the Company’s investments, upon which the Company’s net asset 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 were approved by the Board.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets resultingor liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.
There is no single 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 operationsfair
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser's pricing committee.
At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. The Company’s middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary substantially from period
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Barings Private Credit Corporation
Notes to period dueUnaudited Consolidated Financial Statements — (Continued)
investment to variousinvestment and is affected by a wide variety of factors, including recognitionthe type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investment in CPCF BPCC, Thompson Rivers and Waccamaw River
As CPCF BPCC, Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using net asset value of each company and the Company’s ownership percentage as a practical expedient. The net asset value is determined in accordance with the specialized accounting guidance for investment companies.
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of June 30, 2023 and December 31, 2022. The weighted average range of unobservable inputs is based on fair value of investments.
June 30, 2023
($ in thousands)(2)
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)
$1,620,208 Yield AnalysisMarket Yield7.5% – 30.6%11.5%Decrease
7,579 Market ApproachAdjusted EBITDA Multiple7.0x – 7.8x7.6xIncrease
77,954 Recent TransactionTransaction Price93.3% – 97.5%95.7%Increase
Subordinated debt and 2nd lien notes117,746 Yield AnalysisMarket Yield8.6% – 18.1%13.6%Decrease
5,776 Market ApproachAdjusted EBITDA Multiple11.0x11.0xIncrease
1,505 Recent TransactionTransaction Price97.0% – 98.0%97.6%Increase
Equity shares(3)
8,220 Yield AnalysisMarket Yield13.6% – 14.8%14.2%Decrease
221,246 Market ApproachAdjusted EBITDA Multiple6.5x – 40.0x11.5xIncrease
1,482 Market ApproachRevenue Multiple6.3x – 9.5x6.6xIncrease
4,896 Net Asset ApproachLiabilities$(33,951.4)$(33,951.4)Decrease
654 Recent TransactionTransaction Price$0.98 – $1.00$0.99Increase
Equity warrants1,166 Market ApproachAdjusted EBITDA Multiple7.0x – 14.5x8.4xIncrease
(1) Excludes investments with an aggregate fair value amounting to $29,727, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) For structured products, investments with an aggregate fair value amounting to $15,565, were valued by the Adviser 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 $389, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.


73
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 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)
$1,440,027 Yield AnalysisMarket Yield7.2% – 30.8%11.4%Decrease
21,921 Discounted Cash Flow AnalysisDiscount Rate13.0%13.0%Decrease
262,514 Recent TransactionTransaction Price96.7% – 100.0%97.5%Increase
Subordinated debt and 2nd lien notes(2)
125,363 Yield AnalysisMarket Yield9.3% – 16.6%13.0%Decrease
6,931 Market ApproachAdjusted EBITDA Multiple9.0x9.0xIncrease
513 Recent TransactionTransaction Price97.3%97.3%Increase
Structured products(3)
7,584 Discounted Cash Flow AnalysisDiscount Rate10.4%10.4%Decrease
Equity shares9,462 Yield AnalysisMarket Yield15.7% – 17.8%16.6%Decrease
137,680 Market ApproachAdjusted EBITDA Multiple6.5x – 43.0x10.7xIncrease
1,406 Market ApproachRevenue Multiple6.5x – 7.0x6.8xIncrease
220 Market ApproachAdjusted EBITDA/Revenue Multiple Blend5.8x5.8xIncrease
3,219 Net Asset ApproachLiabilities$(8,941.8)$(8,941.8)Decrease
5,326 Recent TransactionTransaction Price$0.00 – $4,673.00$516.37Increase
Equity warrants1,083 Market ApproachAdjusted EBITDA Multiple6.5x – 17.5x7.3xIncrease
(1) Excludes investments with an aggregate fair value amounting to $11,588, 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 $10,487, 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 $8,796, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.



74
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of June 30, 2023 and December 31, 2022, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of June 30, 2023
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $42,106 $1,735,468 $1,777,574 
Subordinated debt and 2nd lien notes
— 29,361 125,027 154,388 
Structured products— 8,500 15,565 24,065 
Equity shares57 517 236,887 237,461 
Equity warrants— — 1,166 1,166 
Investments subject to leveling$57 $80,484 $2,114,113 $2,194,654 
Investment in joint ventures(1)$30,932 
$2,225,586 
Fair Value as of December 31, 2022
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $41,442 $1,736,050 $1,777,492 
Subordinated debt and 2nd lien notes
— 20,605 143,294 163,899 
Structured products— 8,642 16,380 25,022 
Equity shares53 765 157,313 158,131 
Equity warrants— — 1,083 1,083 
Investments subject to leveling$53 $71,454 $2,054,120 $2,125,627 
Investment in joint ventures(2)$32,253 
$2,157,880 
(1)The Company’s investments in CPCF BPCC, Thompson Rivers and Waccamaw River are measured at fair value using net asset value (“NAV”) and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
(2)The Company’s investments in Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
75
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2023 and 2022:
Six Months Ended June 30, 2023
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,736,050 $143,294 $16,380 $157,313 $1,083 $2,054,120 
New investments173,950 8,712 — 67,211 — 249,873 
Transfers into Level 3, net— (8,949)— 522 — (8,427)
Proceeds from sales of investments(114,341)— — — — (114,341)
Loan origination fees received(4,085)(47)— — — (4,132)
Principal repayments received(65,844)(17,086)(714)— — (83,644)
Payment in kind interest/dividends2,281 1,008 — 2,933 — 6,222 
Accretion of loan premium/discount288 352 — — — 640 
Accretion of deferred loan origination revenue5,144 172 — — — 5,316 
Realized gain (loss)(939)(278)— — — (1,217)
Unrealized appreciation (depreciation)2,964 (2,151)(101)8,908 83 9,703 
Fair value, end of period$1,735,468 $125,027 $15,565 $236,887 $1,166 $2,114,113 
Six Months Ended June 30, 2022
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesTotal
Fair value, beginning of period$1,138,818 $92,224 $— $75,005 $1,306,047 
New investments384,424 38,158 6,000 20,463 449,045 
Transfers into Level 3, net— — 9,811 3,518 13,329 
Proceeds from sales of investments1,633 — — — 1,633 
Loan origination fees received(9,865)(647)— — (10,512)
Principal repayments received(79,269)(361)— — (79,630)
Payment in kind interest/dividends1,186 733 — — 1,919 
Accretion of loan premium/discount(9)18 — — 9 
Accretion of deferred loan origination revenue4,814 109 — — 4,923 
Realized gain (loss)(2,514)(11)— — (2,525)
Unrealized appreciation (depreciation)(27,408)(3,470)(540)17,147 (14,271)
Fair value, end of period$1,411,810 $126,753 $15,271 $116,133 $1,669,967 
All realized gains and losses and unrealized appreciation and depreciation.depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized appreciation on Level 3 investments of $7.8 million during the six months ended June 30, 2023 was related to portfolio company investments that were still held by the Company as of June 30, 2023. Pre-tax net unrealized depreciation on Level 3 investments of $13.5 million during the six months ended June 30, 2022 was related to portfolio company investments that were still held by the Company as of June 30, 2022.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the six months ended June 30, 2023, the Company made investments of approximately $209.3 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the six months ended June 30, 2023, the Company made investments of $48.2 million in portfolio companies to which it was previously committed to provide such financing.
During the six months ended June 30, 2022, the Company made investments of approximately $421.1 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the six months ended June 30, 2022, the Company made investments of $68.4 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, comparisonsunsettled 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 June 30, 2023, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.
Cash and Foreign Currencies
Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral for certain derivative instruments. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
Investment Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of both June 30, 2023 and December 31, 2022, the Company had one portfolio company with an investment that was on non-accrual.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
77
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 six months ended June 30, 2023 and 2022 were as follows:
Three Months EndedThree Months EndedSix Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Recurring Fee Income:
Amortization of loan origination fees$2,147 $1,693 $4,341 $3,180 
Management, valuation and other fees643 453 1,206 819 
Total Recurring Fee Income2,790 2,146 5,547 3,999 
Non-Recurring Fee Income:
Prepayment fees380 — 380 — 
Acceleration of unamortized loan origination fees640 1,744 1,049 1,810 
Advisory, loan amendment and other fees114 383 302 465 
Total Non-Recurring Fee Income1,134 2,127 1,731 2,275 
Total Fee Income$3,924 $4,273 $7,278 $6,274 
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.
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.
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.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of June 30, 2023 and December 31, 2022, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of June 30, 2023 and December 31, 2022, the Company’s largest single portfolio company investment represented approximately 4.9% and 4.7%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.
As of June 30, 2023, all of BPC Funding LLC’s (“BPC Funding”) assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the Revolving Credit Facility. As of June 30, 2023, all assets (other than those that are owned by BPC Funding) were pledged (or will be pledged when the related investment purchase settles) as collateral for the SMBC Credit Facility.
Financial and Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Unaudited Consolidated Statements of Operations. The fair value of the Company’s interest rate swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currency
As of June 30, 2023 the Company held 18 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 69 investments that were denominated in Euros, two investments that were 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 27 investments that were denominated in British pounds sterling. As of December 31, 2022, the Company held 18 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 65 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 29 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rates fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statements of Operations.
In addition, during both the six months ended June 30, 2023 and June 30, 2022, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company’s investments denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) – foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) – foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively). The Company has historically met its minimum distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net changesordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the three and six months ended June 30, 2023, the Company recorded a net expense of $0.2 million and $0.3 million, respectively, for U.S. federal excise tax.
Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal year 2021), 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 maydue 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 be meaningful.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.
Investment Income
For the period from May 10, 2021 (commencementFor federal income tax purposes, the cost of investments owned as of operations) to
June 30,
2021
Investment income:
Interest income$5,953,366 
Fee and other income822,203 
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 June 30, 20212023 and December 31, 2022 was driven by our deploymentapproximately $2,221.1 million and $2,160.8 million, respectively. As of capital and increasing invested balance.
Operating Expenses
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 
Interest and Other Financing Fees
Interest and other financing fees for the period from May 10, 2021 (commencement of operations) to June 30, 2023, net unrealized appreciation on the Company’s investments (tax basis) was approximately $9.2 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $92.0 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $82.8 million. As of December 31, 2022, net unrealized depreciation on the Company’s investments (tax basis) was approximately $18.2 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $83.6 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $101.8 million.
In addition, the Company has a wholly-owned taxable subsidiary (the “Taxable Subsidiary”), which holds certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), if any, will be reflected net of applicable federal and state income taxes, if any, in the Company’s Unaudited Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Accounts payable and accrued liabilities” in the Company’s Unaudited Consolidated Balance Sheet. As of June 30, 2023 and December 31, 2022, the Company had a net deferred tax liability of $0.3 million and $0.2 million, respectively, pertaining to operating losses and tax basis differences related to certain partnership interests.
5. BORROWINGS
The Company had the following borrowings outstanding as of June 30, 2023 and December 31, 2022:
Issuance Date
($ in thousands)		Maturity DateInterest Rate as of June 30, 2023June 30, 2023December 31, 2022
Credit Facilities:
Revolving Credit Facility – May 11, 2021May 11, 20267.104%$799,286 $795,284 
SMBC Credit Facility – March 6, 2023March 6, 20287.241%111,500 — 
Total Credit Facilities$910,786 $795,284 
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%95,187 95,466 
July 26, 2022 – Series E Notes (1)May 10, 20276.000%52,084 52,187 
(Less: Deferred financing fees)(541)(615)
Total Notes$296,730 $297,038 
Secured Borrowing:
Secured BorrowingMarch 14, 2023N/A$— $18,559 
Total Secured Borrowing$— $18,559 
(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 201.0% as of June 30, 2023.
BNP Paribas Revolving Credit Facility
On May 11, 2021, were attributableBPC 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
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding pays an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets are required to meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default (as defined belowdescribed above) triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of June 30, 2023, the Company was in compliance with all covenants of the Revolving Credit Facility.
As of June 30, 2023, the Company had U.S. dollar borrowings of $653.4 million outstanding under “Financial Condition, Liquiditythe Revolving Credit Facility with a weighted average interest rate of 7.389% (three month SOFR of 5.045%), borrowings denominated in British pounds sterling of £30.2 million ($38.4 million U.S. dollars) with a weighted average interest rate of 6.510% (weighted average three month adjusted cumulative compounded SONIA of 4.177%), borrowings denominated in Australian dollars of A$7.8 million ($5.2 million U.S. dollars) with an interest rate of 5.759% (three month BBSW of 3.609%), borrowings denominated in Canadian dollars of C$5.4 million ($4.1 million U.S. dollars) with an interest rate of 7.194% (three month CDOR of 5.044%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.7 million U.S. dollars) with an interest rate of 7.940% (three month NZBB of 5.540%) and Capital Resources”borrowings denominated in Euros of €86.6 million ($94.5 million U.S. dollars) with an interest rate of 5.409% (three month EURIBOR of 3.242%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “net unrealized appreciation (depreciation) – foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
As of December 31, 2022, the Company had U.S. dollar borrowings of $653.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 6.465% (three month SOFR of 4.113%), borrowings denominated in British pounds sterling of £30.2 million ($36.3 million U.S. dollars) with a weighted average interest rate of 4.415% (weighted average three month adjusted cumulative compounded SONIA of 2.083%), borrowings denominated in Australian dollars of A$7.8 million ($5.3 million U.S dollars) with a weighted average interest rate of 5.210% (three month BBSW of 3.060%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 6.708% (three month CDOR of 4.558%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.9 million U.S. dollars) with an interest rate of 6.490% (three month NZBB of 4.090%) and borrowings denominated in Euros of €86.6 million ($92.4 million U.S. dollars) with an interest rate of 3.772% (three month EURIBOR of 1.605%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “unrealized appreciation (depreciation) – foreign currency transactions” in the Company’s Consolidated Statements of Operations.
As of June 30, 2023 and December 31, 2022, the fair value of the borrowings outstanding under the Revolving Credit Facility was $799.3 million and $795.3 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.
4382

Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
SMBC Revolving Credit Facility
On March 6, 2023, the Company entered into a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent, as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto, which governs the SMBC Credit Facility. The initial principal amount of the SMBC Credit Facility is $115.0 million, subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, the Company will pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between the Company and the Administrative Agent.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to the Company varies depending upon the types of assets in the Company’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., a subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which the Company may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of the Company occurs. Upon the occurrence and during the continuation of certain event of defaults, the Administrative Agent may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of June 30, 2023, the Company was in compliance with all covenants of the SMBC Credit Facility.
As of June 30, 2023, the Company had U.S. dollar borrowings of $111.5 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.241% (three month SOFR of 5.141%).
As of June 30, 2023, the fair value of the borrowings outstanding under the SMBC Credit Facility was $111.5 million. The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
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,”
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the July 2021 NPA. Interest on the July 2026 Notes is due semiannually in January and July of each year, beginning in January 2022. In addition, the Company is obligated to offer to repay the July 2026 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the July 2021 NPA, the Company may redeem the July 2026 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before January 29, 2026, a make-whole premium.
The July 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the July 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The July 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the July 2026 Notes at the time outstanding may declare all July 2026 Notes then outstanding to be immediately due and payable, subject to certain additional conditions in the event that then-outstanding July 2026 Notes are held by persons affiliated with the Company and certain of its affiliates. As of June 30, 2023, the Company was in compliance with all covenants under the July 2021 NPA.
The Company’s obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of June 30, 2023 and December 31, 2022, the fair values of the outstanding July 2026 Notes were $127.6 million and $125.9 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.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
The May 2027 Notes will mature on May 10, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the May 2022 NPA. Interest on the May 2027 Notes will be due semiannually in May and November of each year, beginning in November 2022. In addition, the Company is obligated to offer to repay the May 2027 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates. As of June 30, 2023, the Company was in compliance with all covenants under the May 2022 NPA.
The Company’s obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of June 30, 2023 and December 31, 2022, the fair values of the outstanding May 2027 Notes were $147.3 million and $147.7 million, respectively. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of June 30, 2023, the interest rate swap had a fair value of $(4.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet. 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 June 30, 2023, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet. 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)
Secured Borrowings
As of June 30, 2023, the Company had no secured borrowings outstanding. As of December 31, 2022, the Company had $18.6 million of secured borrowings (“Secured Borrowings”) outstanding, which were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which is generally within 120 days of the trade date. The Company’s Secured Borrowings bore interest at a weighted average rate of 7.843% (three month SOFR of 4.587%) for the year ended December 31, 2022. As of December 31, 2022, the fair value of the Secured Borrowings was $18.6 million. The fair value of the Secured Borrowings are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of June 30, 2023 and December 31, 2022:
As of June 30, 2023
($ 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$68,655$45,93607/07/23$(198)Derivative liabilities
Foreign currency forward contract (AUD)$46,740A$68,65507/07/231,002 Derivative assets
Foreign currency forward contract (AUD)$46,242A$68,93910/10/23196 Derivative assets
Foreign currency forward contract (CAD)C$7,321$5,55107/07/23(20)Derivative liabilities
Foreign currency forward contract (CAD)$5,461C$7,32107/07/23(70)Derivative liabilities
Foreign currency forward contract (CAD)$5,361C$7,05310/10/2324 Derivative assets
Foreign currency forward contract (DKK)7,483kr.$1,10207/07/23(4)Derivative liabilities
Foreign currency forward contract (DKK)$1,1017,483kr.07/07/233 Derivative assets
Foreign currency forward contract (DKK)$1,1007,431kr.10/10/234 Derivative assets
Foreign currency forward contract (EUR)€204,324$224,04807/07/23(936)Derivative liabilities
Foreign currency forward contract (EUR)$223,627€204,32407/07/23514 Derivative assets
Foreign currency forward contract (EUR)$226,210€205,32410/10/23932 Derivative assets
Foreign currency forward contract (GBP)£57,676$73,53307/07/23(240)Derivative liabilities
Foreign currency forward contract (GBP)$71,657£57,67607/07/23(1,636)Derivative liabilities
Foreign currency forward contract (GBP)$73,540£57,67610/10/23238 Derivative assets
Foreign currency forward contract (NZD)NZ$8,422$5,20007/07/23(36)Derivative liabilities
Foreign currency forward contract (NZD)$5,297NZ$8,42207/07/23133 Derivative assets
Foreign currency forward contract (NZD)$5,254NZ$8,51510/10/2336 Derivative assets
Foreign currency forward contract (NOK)40,762kr$3,78307/07/2324 Derivative assets
Foreign currency forward contract (NOK)$3,96740,762kr07/07/23160 Derivative assets
Foreign currency forward contract (NOK)$3,84241,276kr10/10/23(25)Derivative liabilities
Foreign currency forward contract (SEK)5,829kr$54407/07/23(4)Derivative liabilities
Foreign currency forward contract (SEK)$5645,829kr07/07/2324 Derivative assets
Foreign currency forward contract (SEK)$5535,904kr10/10/233 Derivative assets
Foreign currency forward contract (CHF)5,238Fr.$5,86707/07/23(12)Derivative liabilities
Foreign currency forward contract (CHF)$5,7965,238Fr.07/07/23(57)Derivative liabilities
Foreign currency forward contract (CHF)$5,8705,186Fr.10/10/2313 Derivative assets
Total$68 
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Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2022
($ 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$61,845$41,43401/09/23$660 Derivative assets
Foreign currency forward contract (AUD)A$2,300$1,55704/11/2314 Derivative assets
Foreign currency forward contract (AUD)$40,131A$61,84501/09/23(1,964)Derivative liabilities
Foreign currency forward contract (AUD)$42,446A$63,12804/11/23(684)Derivative liabilities
Foreign currency forward contract (CAD)C$7,479$5,49101/09/2335 Derivative assets
Foreign currency forward contract (CAD)$5,473C$7,47901/09/23(53)Derivative liabilities
Foreign currency forward contract (CAD)$5,383C$7,32604/11/23(35)Derivative liabilities
Foreign currency forward contract (DKK)7,401kr.$1,05601/09/239 Derivative assets
Foreign currency forward contract (DKK)$9827,401kr.01/09/23(83)Derivative liabilities
Foreign currency forward contract (DKK)$1,0787,499kr.04/11/23(9)Derivative liabilities
Foreign currency forward contract (EUR)€187,162$198,63201/09/231,693 Derivative assets
Foreign currency forward contract (EUR)$185,138€187,16201/09/23(15,187)Derivative liabilities
Foreign currency forward contract (EUR)$199,111€186,41104/11/23(1,665)Derivative liabilities
Foreign currency forward contract (GBP)£56,336$68,03201/09/2313 Derivative assets
Foreign currency forward contract (GBP)£1,600$1,92904/11/237 Derivative assets
Foreign currency forward contract (GBP)$62,569£56,33601/09/23(5,477)Derivative liabilities
Foreign currency forward contract (GBP)$66,247£54,75604/11/23(38)Derivative liabilities
Foreign currency forward contract (NZD)NZ$8,665$5,45101/09/2346 Derivative assets
Foreign currency forward contract (NZD)$5,009NZ$8,66501/09/23(487)Derivative liabilities
Foreign currency forward contract (NZD)$5,060NZ$8,04404/11/23(46)Derivative liabilities
Foreign currency forward contract (NOK)38,802kr$3,93901/09/236 Derivative assets
Foreign currency forward contract (NOK)$3,62638,802kr01/09/23(318)Derivative liabilities
Foreign currency forward contract (NOK)$4,09740,202kr04/11/23(7)Derivative liabilities
Foreign currency forward contract (SEK)5,694kr$54701/09/23— Derivative assets
Foreign currency forward contract (SEK)$5125,694kr01/09/23(35)Derivative liabilities
Foreign currency forward contract (SEK)$5555,751kr04/11/23— Derivative liabilities
Foreign currency forward contract (CHF)18,873Fr.$19,74401/09/23689 Derivative assets
Foreign currency forward contract (CHF)$19,49118,873Fr.01/09/23(942)Derivative liabilities
Foreign currency forward contract (CHF)$5,3364,891Fr.04/11/23(12)Derivative liabilities
Total$(23,870)
As of June 30, 2023 and December 31, 2022, the total fair values of the Company’s foreign currency forward contracts were $0.1 million and $(23.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three and six months ended June 30, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months EndedSix Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Forward currency contracts$(5,873)$2,606 $(27,269)$3,563 
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Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three and six months ended June 30, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months EndedSix Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Forward currency contracts$4,805 $11,734 $23,937 $14,134 

7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of June 30, 2023 and December 31, 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of June 30, 2023 and December 31, 2022 were as follows:
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
Accurus Aerospace Corporation(1)(2)Revolver$380 $691 
Adhefin International(1)(2)(3)Delayed Draw Term Loan808 — 
Air Comm Corporation, LLC(1)(2)Delayed Draw Term Loan1,550 — 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,871 — 
Americo Chemical Products, LLC(1)(2)Revolver1,400 — 
Amtech LLC(1)Delayed Draw Term Loan909 1,818 
Amtech LLC(1)Revolver455 364 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver472 462 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,027 1,179 
Arc Education(1)(3)Delayed Draw Term Loan3,455 3,789 
Argus Bidco Limited(1)(2)(4)CAF Term Loan1,387 1,579 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan— 335 
ASC Communications, LLC(1)Revolver647 647 
Astra Bidco Limited(1)(4)Delayed Draw Term Loan727 1,059 
ATL II MRO Holdings Inc.(1)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,485 1,512 
Azalea Buyer, Inc.(1)Delayed Draw Term Loan962 962 
Azalea Buyer, Inc.(1)Revolver481 481 
Bariacum S.A(1)(3)Acquisition Facility436 961 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,490 4,783 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,697 2,697 
Brightpay Limited(1)(3)Delayed Draw Term Loan193 188 
BrightSign LLC(1)(2)Revolver370 1,109 
British Engineering Services Holdco Limited(1)(4)Acquisition/Capex Facility140 203 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 291 
Centralis Finco S.a.r.l.(1)(3)Incremental CAF Term Loan268 298 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
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Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan— 156 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan4,505 5,143 
Comply365, LLC(1)Revolver575 489 
Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan516 505 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
Direct Travel, Inc.(1)Delayed Draw Term Loan193 233 
DISA Holdings Corp.(1)Delayed Draw Term Loan1,287 1,368 
DISA Holdings Corp.(1)Revolver429 416 
DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility— 168 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,548 1,515 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan4,513 4,513 
Eclipse Business Capital, LLC(1)Revolver13,476 12,321 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan7,947 7,947 
EMI Porta Holdco LLC(1)(2)Revolver880 1,261 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan— 92 
eShipping, LLC(1)Delayed Draw Term Loan1,274 1,274 
eShipping, LLC(1)Revolver743 743 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,697 2,639 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan539 528 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver115 115 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan54 57 
Faraday(1)(3)Delayed Draw Term Loan1,955 — 
FineLine Systems(1)(2)Delayed Draw Term Loan— 478 
Finexvet(1)(2)(3)Delayed Draw Term Loan1,919 — 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan572 766 
Fortis Payment Systems, LLC(1)Delayed Draw Term Loan575 925 
FragilePak LLC(1)Delayed Draw Term Loan— 4,649 
GB Eagle Buyer, Inc.(1)Revolver3,226 3,226 
Glacis Acquisition S.A.R.L.(1)(3)Delayed Draw Term Loan7,564 7,399 
Global Academic Group Limited(1)(7)Term Loan437 451 
GPZN II GmbH(1)(2)(3)CAF Term Loan— 560 
Graphpad Software, LLC(1)(2)Delayed Draw Term Loan2,602 2,602 
Greenhill II BV(1)(3)Capex Acquisition Facility119 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan— 1,102 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan219 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan307 313 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan— 148 
Heartland, LLC(1)Delayed Draw Term Loan— 710 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
HEKA Invest(1)(3)Delayed Draw Term Loan1,136 1,111 
HTI Technology & Industries(1)Delayed Draw Term Loan1,691 1,691 
HTI Technology & Industries(1)Revolver1,128 1,128 
HW Holdco, LLC (Hanley Wood LLC)(1)Delayed Draw Term Loan— 1,074 
Innovad Group II BV(1)(3)Delayed Draw Term Loan42 200 
89
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
INOS 19-090 GmbH(1)(3)Acquisition Facility222 217 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan2,662 2,621 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan113 111 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility— 3,695 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility— 606 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan1,521 1,488 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)(2)Revolver1,232 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility729 753 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan724 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan860 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan837 819 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan255 298 
LeadsOnline, LLC(1)Revolver1,952 1,952 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan244 244 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver107 106 
Marshall Excelsior Co.(1)(2)Revolver58 216 
MC Group Ventures Corporation(1)Delayed Draw Term Loan435 467 
Mercell Holding AS(1)(8)Capex Acquisition Facility733 797 
Mertus 522. GmbH(1)(2)(3)Capex Acquisition Facility2,806 2,745 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan58 59 
Murphy Midco Limited(1)(4)Delayed Draw Term Loan89 97 
Narda Acquisitionco., Inc.(1)(2)Revolver1,059 953 
NeoxCo(1)(3)Delayed Draw Term Loan491 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility1,091 1,254 
Nexus Underwriting Management Limited(1)(2)(4)Revolver77 — 
NF Holdco, LLC(1)(2)Revolver1,479 — 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan946 925 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)(2)Revolver391 607 
OG III B.V.(1)(3)Accordion Facility— 650 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 3,407 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan806 1,008 
Options Technology Ltd.(1)(2)Delayed Draw Term Loan1,406 1,406 
OSP Hamilton Purchaser, LLC(1)Revolver715 187 
Pare SAS (SAS Maurice MARLE)(1)Delayed Draw Term Loan2,100 2,100 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,111 3,836 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Delayed Draw Term Loan6,110 5,977 
ProfitOptics, LLC(1)Revolver32 193 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan209 255 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan743 727 
90
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
QPE7 SPV1 BidCo Pty Ltd(1)(5)Accordion Facility— 2,585 
Qualified Industries, LLC(1)Revolver364 — 
Questel Unite(1)(2)(3)Incremental Term Loan2,761 2,701 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,820 2,623 
R1 Holdings, LLC(1)Revolver1,947 1,601 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan5,516 5,516 
Randys Holdings, Inc.(1)(2)Revolver1,891 1,964 
Rep Seko Merger Sub LLC(1)(2)Delayed Draw Term Loan415 520 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility— 765 
Rocade Holdings LLC(1)Preferred Equity48,000 — 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,246 2,945 
Royal Buyer, LLC(1)Revolver1,787 1,787 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,730 2,730 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility660 5,535 
SBP Holdings LP(1)Delayed Draw Term Loan1,469 — 
SBP Holdings LP(1)Revolver1,065 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan331 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,160 1,135 
Scout Bidco B.V.(1)(3)Revolver526 515 
Sereni Capital NV(1)(3)Delayed Draw Term Loan694 — 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
Simulation Software Investment Company Pty Ltd(1)Delayed Draw Term Loan408 408 
Smartling, Inc.(1)(2)Delayed Draw Term Loan— 2,076 
Smartling, Inc.(1)(2)Revolver1,038 1,038 
Soho Square III Debtco II SARL(1)(2)(4)Delayed Draw Term Loan1,192 3,383 
Solo Buyer, L.P.(1)Revolver1,596 1,995 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 665 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver98 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan7,500 7,500 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan476 451 
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 309 
Tank Holding Corp(1)(2)Delayed Draw Term Loan2,047 — 
Tank Holding Corp(1)(2)Revolver164 545 
Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,150 1,088 
Techone B.V.(1)(3)Revolver144 94 
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)Revolver2,768 2,422 
The Hilb Group, LLC(1)(2)Delayed Draw Term Loan1,834 2,537 
Trader Corporation(1)(6)Revolver353 345 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
91
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan1,509 1,509 
Union Bidco Limited(1)(2)(4)Acquisition Facility222 210 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility628 1,089 
Unither (Uniholding)(1)(3)Delayed Draw Term Loan473 — 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan3,371 3,371 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan108 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 487 
Waccamaw River LLC(2)Joint Venture— 2,480 
Whitcraft Holdings, Inc.(1)(2)Revolver2,515 — 
Woodland Foods, LLC(1)(2)Line of Credit939 330 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan2,329 2,329 
WWEC Holdings III Corp(1)(2)Revolver1,304 1,025 
Xeinadin Bidco Limited(1)(4)CAF Term Loan5,013 4,743 
ZB Holdco LLC(1)Delayed Draw Term Loan— 1,352 
ZB Holdco LLC(1)Revolver845 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,330 1,258 
Total unused commitments to extend financing$270,734 $247,730 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the six months ended June 30, 2023 and 2022:
 Six Months
Ended		Six Months
Ended
($ in thousands, except share and per share amounts)June 30, 2023June 30, 2022
Per share data:
Net asset value at beginning of period$20.55 $20.58 
Net investment income (1)1.27 0.95 
Net realized gain on investments / foreign currency transactions (1)(0.48)0.09 
Net unrealized appreciation (depreciation) on investments / foreign currency transactions (1)0.49 — 
Total increase from investment operations (1)1.28 1.04 
Dividends paid to stockholders from net investment income(1.09)(0.77)
Dividends paid to stockholders from short-term realized gains(0.02)(0.08)
Total dividends declared(1.11)(0.85)
Net asset value at end of period$20.72 $20.77 
Shares outstanding at end of period59,235,153 51,594,967 
Net assets at end of period$1,227,544 $1,071,862 
Average net assets$1,136,786 $917,222 
Ratio of total expenses to average net assets (annualized) (2)9.88 %4.41 %
Ratio of net investment income to average net assets (annualized) (2)12.55 %9.51 %
Portfolio turnover ratio (annualized)9.79 %6.45 %
Total return (3)6.35 %5.06 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies, including joint ventures.
(3)Total return is calculated as the change in NAV per share during the period, divided by the beginning NAV per share and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period.
9. SUBSEQUENT EVENTS
On July 3, 2023, the Company sold 495,173.74 unregistered shares of its common stock (with the number of shares issued being determined on July 24, 2023), for aggregate consideration of approximately $10.3 million at a price per share of $20.72, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by the Company and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder and/or Regulation S under the Securities Act.
On August 9, 2023, the Board declared regular monthly distributions for September 2023 through November 2023. The regular monthly cash distributions, each in the gross amount of $0.20 per share are payable on September 28, 2023, October 30, 2023 and November 29, 2023, to stockholders of record on September 26, 2023, October 26, 2023 and November 27, 2023, respectively.
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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three and six months ended June 30, 2023, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2022. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend, “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2022 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a BDC under the 1940 Act and are externally managed by Barings, an investment adviser that is registered with the SEC under the Advisers Act. In addition, we have elected for federal income tax purposes to be treated as a RIC under Subchapter M of the Code and expect to maintain our qualification as a RIC annually thereafter.
An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of the Advisory Agreement and the Administration Agreement.
We are a non-exchange traded, privately offered perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “privately offered perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the BDC on a continuous basis in private offerings at a price equal to the BDC’s net asset value per share.
94

Our primary investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. We focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities. Barings employs fundamental credit analysis, and targets investments in businesses with low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk relative to other businesses in this market segment. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and seeks to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated, would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
Formation Transactions/Initial Portfolio
On May 12, 2021, shortly prior to our election to be regulated as a BDC and conversion to a Maryland corporation, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, we acquired the Initial Portfolio from MassMutual and CM Life, which comprised a select portfolio of senior secured private debt investments in, and funding obligations to, well-established middle-market businesses that operate across a wide range of industries.
The investments in the Initial Portfolio were selected based upon our defined investment objective, amount and type of unfunded obligations associated with each investment and the investment requirements set forth under the 1940 Act or otherwise imposed by applicable laws, rules or regulations, including in accordance with our election to be treated as a RIC for tax purposes.
The aggregate purchase price for the Initial Portfolio was $602.4 million, which is equal to the sum of the fair values of each investment in the Initial Portfolio at the time of purchase of the Initial Portfolio, net of accrued fees associated with certain unfunded obligations in the Initial Portfolio. The investments in the Initial Portfolio were valued as of March 31, 2021 by an independent third-party valuation firm, provided that any investments in the Initial Portfolio acquired by MassMutual or CM Life after March 31, 2021 were initially valued at cost. In connection with the acquisition of the Initial Portfolio, Barings conducted certain valuation procedures to confirm whether there had been any material changes to the fair value of the investments and obligations in the Initial Portfolio from the previously determined fair value thereof and concluded that no purchase price adjustments were necessary given the absence of any such material changes.
We continue to invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Terms of our senior secured private debt investments are generally between five and seven years and bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities.
As of June 30, 2023 and December 31, 2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 10.6% and 9.9%, respectively. As of June 30, 2023 and December 31, 2022, the weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.5% and 9.8%, respectively.
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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’ $271.4 billion Global Fixed Income Platform (as of June 30, 2023) that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the U.S. and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of June 30, 2023, BIIL had approximately £15.1 billion in assets under management.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our Administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 50 investment professionals (as of June 30, 2023) located in three offices in the U.S. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
We have 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 Composition
The total fair value of our investment portfolio was $2,225.6 million and $2,157.9 million as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023, we had investments in 289 portfolio companies with an aggregate cost of $2,247.8 million. As of December 31, 2022, we had investments in 280 portfolio companies with an aggregate cost of $2,187.5 million. As of June 30, 2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
96

As of June 30, 2023 and December 31, 2022, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio
June 30, 2023:
Senior debt and 1st lien notes
$1,813,484 81 %$1,777,574 80 %
Subordinated debt and 2nd lien notes
162,407 7 154,388 7 
Structured products27,853 1 24,065 1 
Equity shares201,321 9 237,461 11 
Equity warrants4 — 1,166 — 
Investment in joint ventures42,704 2 30,932 1 
$2,247,773 100 %$2,225,586 100 %
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
December 31, 2022:
Senior debt and 1st lien notes
$1,817,043 83 %$1,777,492 82 %
Subordinated debt and 2nd lien notes
169,463 8 163,899 8 
Structured products28,560 1 25,022 1 
Equity shares130,616 6 158,131 7 
Equity warrants4 — 1,083 — 
Investment in joint ventures41,815 2 32,253 2 
$2,187,501 100 %$2,157,880 100 %
Investment Activity
During the six months ended June 30, 2023, we made new investments totaling $82.9 million, made additional investments in existing portfolio companies totaling $105.5 million, made a new investment in a new joint venture equity portfolio company totaling $4.6 million, made additional investments in existing joint venture equity portfolio companies totaling $2.5 million and made a $62.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 7 loans repaid at par totaling $52.5 million and received $30.7 million of portfolio company principal payments and sale proceeds, recognizing a net loss on these transactions of $2.6 million. In addition, we sold $114.8 million of middle-market portfolio debt investments to one of our joint ventures, realizing a gain on these transactions of $2.0 million and recognized a loss of $0.6 million on one of our debt investments that was restructured. Finally, we received $6.2 million of return of capital from one of our joint ventures.
During the six months ended June 30, 2022, we made new investments totaling $314.2 million, made additional investments in existing portfolio companies totaling $166.4 million, and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million. We had 20 loans repaid at par totaling $71.1 million and received $6.9 million of portfolio company principal payments and sale proceeds, recognizing a net loss on these transactions of $2.5 million. In addition, we received $3.5 million of return of capital from one of our joint ventures.
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Total portfolio investment activity for the six months ended June 30, 2023 and 2022 was as follows:
Six Months Ended
June 30, 2023:
($ 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$1,777,492 $163,899 $25,022 $158,131 $1,083 $32,253 $2,157,880 
New investments173,950 8,712 — 67,772 — 7,102 257,536 
Proceeds from sales of investments/return of capital(114,341)— — — — (6,214)(120,555)
Loan origination fees received(4,085)(47)— — — — (4,132)
Principal repayments received(65,878)(17,086)(714)— — — (83,678)
Payment-in-kind interest/dividends2,281 1,008 — 2,933 — — 6,222 
Accretion of loan premium/discount309 389 7 — — — 705 
Accretion of deferred loan origination revenue5,143 247 — — — — 5,390 
Realized gain (loss)(939)(278)— — — — (1,217)
Unrealized appreciation (depreciation)3,642 (2,456)(250)8,625 83 (2,209)7,435 
Fair value, end of period$1,777,574 $154,388 $24,065 $237,461 $1,166 $30,932 $2,225,586 
Six Months
Ended
June 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Investment in Joint VenturesTotal
Fair value, beginning of period$1,141,252 $114,779 $19,566 $75,040 $47,011 $1,397,648 
New investments409,918 38,158 6,000 26,547 8,859 489,482 
Proceeds from sales of investments1,633 — — — (3,487)(1,854)
Loan origination fees received(9,866)(647)— — — (10,513)
Principal repayments received(79,339)(361)— — — (79,700)
Payment-in-kind interest1,191 733 — — — 1,924 
Accretion of loan premium/discount19 23 7 — — 49 
Accretion of deferred loan origination revenue4,814 176 — — — 4,990 
Realized gain (loss)(2,514)(11)— — — (2,525)
Unrealized appreciation (depreciation)(30,027)(4,801)(1,048)16,965 (6,294)(25,205)
Fair value, end of period$1,437,081 $148,049 $24,525 $118,552 $46,089 $1,774,296 
Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of June 30, 2023, we had one portfolio company with its debt investment on non-accrual, the fair value of which was $9.6 million, which comprised 0.4% of the total fair value of our portfolio, and the cost of which was $16.8 million, which comprised 0.7% of the total cost of our portfolio. As of December 31, 2022, we had one portfolio company with its debt investment on non-accrual, the fair value of which was $6.3 million, which comprised 0.3% of the total fair value of our portfolio, and the cost of which was $16.8 million, which comprised 0.8% of the total cost of our portfolio.
A summary of our non-accrual asset as of June 30, 2023 is provided below:
Core Scientific, Inc.
During the quarter ended December 31, 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. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of June 30, 2023, the cost of our debt investment in Core Scientific was $16.8 million and the fair value of such investment was $9.6 million.
98

Base Management Fee
The Base Management Fee is calculated at an annual rate of 0.75% of the Company’s average gross assets, including assets purchased with borrowed funds or other forms of leverage but excluding (i) cash and cash equivalents (as defined below) and (ii) net unsettled purchases and sales of investments. For services rendered under the Advisory Agreement, the Base Management Fee is payable quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated; provided, that upon the end of the first calendar quarter following the Initial Closing, the Base Management Fee is calculated based on the value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) as of such calendar quarter-end; provided further, that upon the end of the second calendar quarter following the Initial Closing, the Base Management Fee is calculated based on the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each of the first two calendar quarters following the Initial Closing (including the quarter for which such fees are being calculated).
The Base Management Fee for any partial quarter will be appropriately pro-rated. All or any part of the Base Management Fee not taken as to any quarter will be deferred without interest and may be taken in any quarter prior to the occurrence of a liquidity event (if any). For purposes of the Advisory Agreement, “cash equivalents” means U.S. government securities, money market fund investments, commercial paper instruments and other similar cash equivalent investments maturing within one year of purchase.
For the three and six months ended June 30, 2023, the Base Management Fees determined in accordance with the terms of the Advisory Agreement were $4.2 million and $8.1 million, respectively. For the three and six months ended June 30, 2022, the Base Management Fees determined in accordance with the terms of the Advisory Agreement were $2.8 million and $5.0 million, respectively. As of June 30, 2023, the Base Management Fee of $4.2 million for the quarter ended June 30, 2023 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022, the Base Management Fees of $3.5 million for the three months ended December 31, 2022 and $3.3 million for the three months ended September 30, 2022, were unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.
60
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The Incentive Fee
The Incentive Fee under the Advisory Agreement is based on the Company’s income, as described below.
No portion of the Incentive Fee is payable until the completion of the first full calendar quarter following the one-year anniversary of the initial effective date of the Advisory Agreement, May 13, 2021 (the “Initial Effective Date”). Upon the completion of the first full calendar quarter following the one-year anniversary of the Initial Effective Date and thereafter, the Incentive Fee is determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the Hurdle Amount (as defined below) in respect of the Trailing Twelve Months. The Hurdle Amount is determined on a quarterly basis, and is calculated by multiplying 8.0% by the average of the Company’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Months. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
The calculation of the Incentive Fee for each quarter will be as follows:    
•No Incentive Fee will be payable to the Adviser in any calendar quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months does not exceed the Hurdle Amount;
•100% of the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 8.889% by the average of the Company’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Months. The Catch-Up Amount is intended to provide the Adviser with an Incentive Fee of 10% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for the Trailing Twelve Months; and
•For any quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months exceeds the Catch-Up Amount, the Incentive Fee will equal 10% of the amount of the Company’s Pre-Incentive Fee Net Investment Income for such Trailing Twelve Months, as the Hurdle Amount and Catch-Up Amount will have been achieved.
Subject to the Incentive Fee Cap (discussed below), the amount of the Incentive Fee that will be paid to Barings for a particular quarter will equal the aggregate Incentive Fee calculated as set forth above, less the aggregate Incentive Fees that were paid to Barings in the preceding three calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Months.
The Incentive Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (x) 0.50% of the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each quarter during the Trailing Twelve Months and appropriately adjusted for any share issuances or repurchases during the period (the “Average TTM Gross Assets”), or (y) in the event that the Company’s Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Months is less than 9.0%, the Incentive Fee Cap will equal 0.20% of the Average TTM Gross Assets; provided that, if the Incentive Fee Cap as calculated in clause (x) of this paragraph applies in any quarter, in no event will the Company pay any incentive fee (or portion thereof) during such quarter to the extent that it would cause the Cumulative Net Investor Return (as defined below) during the relevant Trailing Twelve Months to be reduced to an amount below what the Cumulative Net Investor Return during such period would have been if the Incentive Fee Cap for such quarter had been calculated in accordance with clause (y) of this paragraph.
For purposes of the Advisory Agreement:
“Cumulative Net Investor Return” during the relevant Trailing Twelve Months means (1) (a) the Company’s aggregate interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or
61
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
other fees that the Company receives from portfolio companies, but excluding, for the avoidance of doubt, any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation) accrued during the period, minus the Company’s operating expenses accrued during the period (including, without limitation, the base management fee, administration expenses, any interest expense and dividends paid on any issued and outstanding preferred stock and the incentive fee) in respect of the Trailing Twelve Months less (b) any Net Capital Loss (if positive), in respect of the Trailing Twelve Months, divided by (2) the average of the Company’s net asset values measured at the beginning of each quarter in the Trailing Twelve Months.
“Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Months means (1) (a) the aggregate Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Months less (b) any Net Capital Loss (if positive), in respect of the Trailing Twelve Months, divided by (2) the average of the Company’s net asset values measured at the beginning of each quarter in the Trailing Twelve Months.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses on the Company’s assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains on the Company’s assets, whether realized or unrealized, in such period.
If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no Incentive Fee to Barings in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee as calculated above, the Company will pay Barings the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Incentive Fee as calculated above, the Company will pay Barings the Incentive Fee for such quarter without regard to the Incentive Fee Cap.
The fees that are payable under the Advisory Agreement for any partial period will be appropriately prorated. The fees are calculated using detailed policies and procedures approved by Barings and the Board, including a majority of the Independent Directors, and such policies and procedures are consistent with the description of the calculation of the fees set forth above.
Barings may elect to defer or waive all or a portion of the fees that would otherwise be paid to it in its sole discretion. Any portion of a fee not taken as to any period will be deferred without interest and may be taken in any such other period prior to the occurrence of a liquidity event (if any) as Barings may determine in its sole discretion.
For the three and six months ended June 30, 2023, the Incentive Fees determined in accordance with the terms of the Advisory Agreement were $2.7 million and $5.3 million, respectively. For the three and six months ended June 30, 2022, the Company did not incur any Incentive Fees. As of June 30, 2023, the Incentive Fee of $2.7 million for the quarter ended June 30, 2023 was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022, the Incentive Fee of $0.9 million for the three months ended December 31, 2022 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.
The Advisory Agreement had an initial term of two years. Thereafter, it continues automatically for successive one-year periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act. The Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (i) by the vote of a majority of the outstanding voting securities of the Company or (ii) by the vote of the Board, or (iii) by the Adviser upon 90 days’ written notice. The Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).
Payment of Expenses
All investment professionals of Barings and its staff, when and to the extent engaged in providing investment advisory and management services under the Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by Barings and not by the Company. The Company bears all other costs and expenses of its operations and transactions, including, without limitation, those relating to:
•organizational and offering expenses;
•investment advisory and management fees payable under the Advisory Agreement;
•all other non-investment advisory expenses incurred by the Company or Barings in connection with administering the Company’s business (including payments under the Administration Agreement (as defined below) based upon the Company’s allocable portion of Barings’ overhead in performing its obligations under the Administration Agreement,
62
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
including rent and the allocable portion of the cost of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs); and
•all other expenses of the Company’s operations and transactions, including those listed in the Advisory Agreement.
Sub-Advisory Agreement
Barings has retained Baring International Investment Limited (“BIIL”), its indirect, wholly-owned subsidiary, as a sub-adviser to manage the Company’s European investments, pursuant to the terms of a sub-advisory agreement (the “Sub-Advisory Agreement”). BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England.
Under the terms of the Sub-Advisory Agreement and except as expressly provided for therein, BIIL provides advisory services with respect to the Company’s European investments on terms and conditions that are, as far as possible, identical to the terms and conditions under which Barings itself serves as its investment adviser under the Advisory Agreement. In addition, except as expressly set forth in the Sub-Advisory Agreement, BIIL is entitled to the same rights and protections as Barings is under the terms of the Advisory Agreement. Barings maintains oversight responsibilities for BIIL’s activities as they relate to the Company’s investment portfolio (including BIIL’s compliance with the requirements set out, referred to or contemplated by the Advisory Agreement), but BIIL is not under the day-to-day direction and supervision of Barings with respect to such activities; provided, however, that Barings retains ultimate discretion over the selection, acquisition and disposal of assets to or from the Company’s investment portfolio. Barings, and not the Company, is solely responsible for paying compensation to BIIL, which amount shall be a portion of the management fees paid by the Company to Barings under the Advisory Agreement, as agreed to between Barings and BIIL from time to time.
The Sub-Advisory Agreement had an initial term of two years. Thereafter, it continues automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (1) the vote of the Board, or by the vote of a majority of the Company’s outstanding voting securities, and (2) the vote of a majority of the Company’s directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act. The Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (1) by the vote of a majority of the Company’s outstanding voting securities, (2) by the vote of the Board, (3) by Barings, or (4) by BIIL. The Sub-Advisory Agreement will automatically terminate in the event of its or the Advisory Agreement’s “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act) or upon termination of the Advisory Agreement. As of June 30, 2023, BIIL had approximately £15.1 billion in assets under management.
Administration Agreement
Under the terms of an administration agreement (the “Administration Agreement”) with the Adviser, the Adviser also performs (or oversees, or arranges for, the performance of) the administrative services necessary for the Company to operate (in such capacity, the “Administrator”), including, but not limited to, providing office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as the Administrator, subject to review by the Board, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement. The Administrator also, on behalf of the Company and subject to oversight by the Board, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
The Company reimburses Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by the Company and Barings quarterly in arrears. In no event will the agreed-upon quarterly expense amount exceed the amount of expenses that would otherwise be reimbursable by the Company under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount.
The costs and expenses incurred by the Administrator on behalf of the Company under the Administration Agreement include, but are not limited to:
• the allocable portion of the Administrator’s rent for the Company’s Chief Financial Officer and the Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;
• the allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such
63
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
personnel in connection with performing administrative services for the Company under the Administration Agreement;
• the actual cost of goods and services used for the Company and obtained by the Administrator from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with generally accepted accounting principles;
• all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and
• costs associated with (a) the monitoring and preparation of regulatory reporting, including filings with the SEC and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications.
For the three and six months ended June 30, 2023, the Company incurred and was invoiced by the Administrator expenses of approximately $0.4 million and $1.0 million, respectively. For the three and six months ended June 30, 2022, the Company incurred and was invoiced by the Administrator expenses of approximately $0.5 million and $0.9 million, respectively. As of June 30, 2023, administrative expenses of $0.4 million incurred during the three months ended June 30, 2023 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2022, administrative expenses of $0.5 million incurred during the three months ended December 31, 2022 were unpaid and included in “Administrative fees payable” in the accompanying Consolidated Balance Sheet.
The Administration Agreement had an initial term of two years. Thereafter, it continues automatically for successive one-year periods so long as such continuance is specifically approved at least annually by the Board, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act. The Administration Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board, or by the Adviser, upon 90 days’ written notice to the other party. The Administration Agreement may not be assigned by a party without the consent of the other party.
Expense Support and Conditional Reimbursement Agreement
The Company has entered into an expense support agreement (the “Expense Support Agreement”) with Barings, pursuant to which Barings may elect to pay certain of the Company’s expenses on its behalf (“Expense Payment”), including organization and offering expenses, provided that no portion of the payment will be used to pay any interest expense or distribution and/or shareholder servicing fees of the Company (if applicable following receipt, if any, of the multi-class exemptive relief from SEC that, if granted, will permit the Company to issue multiple classes of shares of its common stock with varying sales loads, contingent deferred sales charges, and/or asset-based service and/or distribution fees). Any Expense Payment that Barings commits to pay must be paid by Barings to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment is made in writing, and/or offset against amounts due from us to Barings or its affiliates.
Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s stockholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess referred to herein as “Excess Operating Funds”), the Company will pay such Excess Operating Funds, or a portion thereof, to Barings until such time as all Expense Payments made by Barings to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company under the Expense Support Agreement are referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).
The amount of the Reimbursement Payment for any calendar quarter will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by Barings to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to Barings; provided that Barings may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.
64
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The Company’s obligation to make a Reimbursement Payment will automatically become a liability of the Company on the last business day of the applicable calendar quarter, except to the extent Barings has waived its right to receive such payment for the applicable quarter. The Reimbursement Payment for any calendar quarter will be paid by the Company to Barings in any combination of cash or other immediately available funds as promptly as possible following such calendar quarter and in no event later than forty-five days after the end of such calendar quarter.
Either the Company or Barings may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by the Company to Barings will remain the obligation of the Company following any such termination, subject to the terms of the Expense Support Agreement.
There were no Expense Payments or Reimbursement Payments made during the three and six months ended June 30, 2023 or 2022.
3. INVESTMENTS
Portfolio Composition
The Company predominately invests in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. The Adviser’s existing SEC co-investment exemptive relief under the 1940 Act permits the Company and the Adviser’s affiliated private funds and SEC regulated funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.
The cost basis of the Company’s debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and payment-in-kind (“PIK”) interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, as of June 30, 2023 and December 31, 2022 are shown in the following table:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets
June 30, 2023:
Senior debt and 1st lien notes
$1,813,484 81 %$1,777,574 80 %144 %
Subordinated debt and 2nd lien notes
162,407 7 154,388 7 13 
Structured products27,853 1 24,065 1 2 
Equity shares201,321 9 237,461 11 19 
Equity warrants4 — 1,166 — — 
Investment in joint ventures42,704 2 30,932 1 3 
$2,247,773 100 %$2,225,586 100 %181 %
($ in thousands)
CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio		Percentage of
Total
Net Assets
December 31, 2022:
Senior debt and 1st lien notes
$1,817,043 83 %$1,777,492 82 %163 %
Subordinated debt and 2nd lien notes
169,463 8 163,899 8 15 
Structured products28,560 1 25,022 1 2 
Equity shares130,616 6 158,131 7 15 
Equity warrants4 — 1,083 — — 
Investment in joint ventures41,815 2 32,253 2 3 
$2,187,501 100 %2,157,880 100 %198 %
65
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the three months ended June 30, 2023, the Company made new investments totaling $8.8 million, made additional investments in existing portfolio companies totaling $48.5 million, made a new investment in a new joint venture equity portfolio company totaling $4.6 million, made additional investments in existing joint venture equity portfolio companies totaling $2.5 million and made a $50.0 million equity co-investment alongside certain affiliates in an existing portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. During the six months ended June 30, 2023, the Company made new investments totaling $82.9 million, made additional investments in existing portfolio companies totaling $105.5 million, made a new investment in a new joint venture equity portfolio company totaling $4.6 million, made additional investments in existing joint venture equity portfolio companies totaling $2.5 million and made a $62.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation.
During the three months ended June 30, 2022, the Company made new investments totaling $139.7 million, made additional investments in existing portfolio companies totaling $123.0 million and made additional investments in existing joint venture equity portfolio companies totaling $2.1 million. During the six months ended June 30, 2022, the Company made new investments totaling $314.2 million, made investments in existing portfolio companies totaling $166.4 million and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million.
Industry Composition
The industry composition of investments at fair value at June 30, 2023 and December 31, 2022 was as follows:
($ in thousands)June 30, 2023December 31, 2022
Aerospace and Defense$116,500 5.2 %$101,192 4.7 %
Automotive49,948 2.2 54,357 2.5 
Banking, Finance, Insurance and Real Estate333,386 15.0 270,117 12.5 
Beverage, Food and Tobacco22,505 1.0 21,389 1.0 
Capital Equipment69,256 3.1 60,393 2.8 
Chemicals, Plastics, and Rubber30,381 1.4 34,679 1.6 
Construction and Building20,205 0.9 23,802 1.1 
Consumer Goods: Durable29,050 1.3 29,699 1.4 
Consumer Goods: Non-durable35,310 1.6 35,567 1.6 
Containers, Packaging and Glass51,138 2.3 47,828 2.2 
Environmental Industries60,531 2.7 60,035 2.8 
Healthcare and Pharmaceuticals198,350 8.9 197,319 9.1 
High Tech Industries333,901 15.0 346,180 16.0 
Hotel, Gaming and Leisure20,955 0.9 20,211 0.9 
Investment Funds and Vehicles30,932 1.4 32,253 1.5 
Media: Advertising, Printing and Publishing30,841 1.4 35,399 1.6 
Media: Broadcasting and Subscription9,511 0.4 9,372 0.5 
Media: Diversified and Production34,806 1.6 29,337 1.4 
Metals and Mining7,485 0.3 7,442 0.3 
Services: Business359,730 16.2 371,974 17.3 
Services: Consumer104,451 4.7 99,808 4.6 
Structured Products42,234 1.9 46,943 2.2 
Telecommunications22,649 1.0 20,922 1.0 
Transportation: Cargo151,766 6.8 142,437 6.6 
Transportation: Consumer49,612 2.2 48,878 2.3 
Utilities: Electric10,153 0.6 10,347 0.5 
Total$2,225,586 100.0 %$2,157,880 100.0 %
CPCF BPCC LLC
On June 8, 2023, the Company established a joint venture, CPCF BPCC LLC (“CPCF BPCC”), with Cresset Partners Private Credit Fund, LLC (“CPCF”) to invest in senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. During the six months ended June 30, 2023, the Company held a 9.1%
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partnership interest in CPCF BPCC. As of June 30, 2023, the cost and fair value of the Company’s investment in CPCF BPCC were $4.6 million and $4.5 million, respectively.
The total value of CPCF BPCC’s investment portfolio was $115.0 million as of June 30, 2023. As of June 30, 2023, CPCF BPCC’s investments had an aggregate cost of $114.7 million. As of June 30, 2023, the CPCF BPCC investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
June 30, 2023:
Senior debt and 1st lien notes
$114,660 100 %$114,955 100 %
$114,660 100 %$114,955 100 %
As of June 30, 2023, the weighted average yield on the principal amount of CPCF BPCC’s outstanding debt investments was approximately 10.9%.
The industry composition of CPCF BPCC’s investments at fair value at June 30, 2023 was as follows:
($ in thousands)June 30, 2023
Aerospace and Defense$13,668 11.9 %
Automotive4,871 4.2 
Banking, Finance, Insurance and Real Estate8,741 7.6 
Capital Equipment7,520 6.5 
Consumer Goods: Durable2,992 2.6 
Healthcare and Pharmaceuticals15,085 13.1 
High Tech Industries24,761 21.5 
Media: Advertising, Printing and Publishing3,956 3.4 
Services: Business25,518 22.2 
Services: Consumer4,934 4.3 
Transportation: Cargo2,909 2.7 
Total$114,955 100.0 %
The geographic composition of CPCF BPCC’s investments at fair value at June 30, 2023 was as follows:
($ in thousands)June 30, 2023
France$17,052 14.8 %
Germany5,956 5.2 
Netherlands2,992 2.6 
United Kingdom6,079 5.3 
USA82,876 72.1 
Total$114,955 100.0 %
CPCF BPCC LLC’s credit facility with Citibank, N.A., which is non-recourse to the Company, initially closed on June 16, 2023, and had approximately $66.3 million outstanding as of June 30, 2023.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
The Company may sell portions of its investments via assignment to CPCF BPCC. Since inception, as of June 30, 2023, the Company had sold $114.8 million of its investments to CPCF BPCC. For both the three and six months ended June 30, 2023, the Company realized a gain on the sales of its investments to CPCF BPCC of $2.0 million. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale and satisfies the following conditions:
•Assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;
•each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company; and
•the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
The Company has determined that CPCF BPCC is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in CPCF BPCC as it is not a substantially wholly owned investment company subsidiary. In addition, CPCF BPCC is not an operating company and the Company does not control CPCF BPCC due to the allocation of voting rights among CPCF BPCC members.
Thompson Rivers LLC
On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Thompson Rivers. Under Thompson Rivers’ current operating agreement, as amended to date, the Company has a capital commitment of $30.0 million of equity capital to Thompson Rivers, all of which has been funded as of June 30, 2023. As of June 30, 2023, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.
For the three and six months ended June 30, 2023, Thompson Rivers declared $41.0 million and $98.0 million in dividends, respectively, of which nil was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three and six months ended June 30, 2023, the Company recognized $2.6 million and $6.2 million of the dividends, respectively, as a return of capital. For the three and six months ended June 30, 2022, Thompson Rivers declared $69.4 million and $89.4 million in dividends, respectively, of which $0.9 million and $2.2 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for both the three and six months ended June 30, 2022, the Company recognized $3.5 million of the dividends as a return of capital.
As of June 30, 2023, Thompson Rivers had $522.2 million in Ginnie Mae early buyout loans and $20.4 million in cash. As of December 31, 2022, Thompson Rivers had $890.9 million in Ginnie Mae early buyout loans and $65.1 million in cash. As of June 30, 2023, Thompson Rivers had 3,262 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2022, Thompson Rivers had 5,414 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
As of June 30, 2023 and December 31, 2022, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
June 30, 2023:
Federal Housing Administration (“FHA”) loans$510,032 92 %$479,899 92 %
Veterans Affairs (“VA”) loans44,797 8 42,275 8 
$554,829 100 %$522,174 100 %
December 31, 2022:
Federal Housing Administration (“FHA”) loans$864,625 91 %$811,358 91 %
Veterans Affairs (“VA”) loans84,654 9 79,553 9 
$949,279 100 %$890,911 100 %
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $132.7 million and $224.2 million outstanding as of June 30, 2023 and December 31, 2022, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $246.2 million and $428.0 million outstanding as of June 30, 2023 and December 31, 2022, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $100.2 million and $184.2 million outstanding as of June 30, 2023 and December 31, 2022, respectively.
The Company has determined that Thompson Rivers is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
As of June 30, 2023 and December 31, 2022, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 June 30, 2023
As of
 December 31, 2022
Total contributed capital by Barings Private Credit Corporation (1)$32,226 $32,226 
Total contributed capital by all members (2)$482,083 $482,083 
Total unfunded commitments by Barings Private Credit Corporation$— $— 
Total unfunded commitments by all members$— $— 
(1)Includes $2.2 million of dividend re-investments.
(2)Includes dividend re-investments of $32.1 million and $209.3 million, respectively, of total contributed capital by related parties.
Waccamaw River LLC
On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Waccamaw River. Under Waccamaw River’s current operating agreement, as amended to date, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, all of which has been funded as of June 30, 2023. As of June 30, 2023, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement totaled $125.0 million, all of which has been funded (including $14.0 million of recallable return of capital).
For the three and six months ended June 30, 2023, Waccamaw River declared $3.7 million and $7.3 million in dividends, respectively, of which $0.7 million and $1.5 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. For the three and six months ended June 30, 2022, Waccamaw River declared $2.4 million and $3.9 million in dividends, respectively, of which $0.5 million and $0.8 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
As of June 30, 2023, Waccamaw River had $234.8 million in unsecured consumer loans and $14.7 million in cash. As of December 31, 2022, Waccamaw River had $200.5 million in unsecured consumer loans and $8.0 million in cash. As of June 30, 2023, Waccamaw River had 23,182 outstanding loans with an average loan size of $10,990, remaining average life to maturity of 43.0 months and weighted average interest rate of 12.5%. As of December 31, 2022, Waccamaw River had 18,335 outstanding loans with an average loan size of $11,542, remaining average life to maturity of 44.0 months and weighted average interest rate of 12.0%.
Waccamaw River’s secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $83.6 million and $72.3 million outstanding as of June 30, 2023 and December 31, 2022, respectively. Waccamaw River’s secured loan borrowing with Barclays Bank PLC, which is non-recourse to the Company, had approximately $76.2 million and $44.8 million outstanding as of June 30, 2023 and December 31, 2022, respectively.
The Company has determined that Waccamaw River is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
As of June 30, 2023 and December 31, 2022, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
 June 30, 2023
As of
 December 31, 2022
Total contributed capital by Barings Private Credit Corporation$25,000 $22,520 
Total contributed capital by all members (1)$139,020 $126,620 
Total return of capital (recallable) by Barings Private Credit Corporation$— $— 
Total return of capital (recallable) by all members (2)$(14,020)$(14,020)
Total unfunded commitments by Barings Private Credit Corporation$— $2,480 
Total unfunded commitments by all members$— $12,400 (3)
(1)Includes $87.3 million and $79.9 million of total contributed capital by related parties as of June 30, 2023 and December 31, 2022, respectively.
(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.
Eclipse Business Capital Holdings LLC
On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $63.4 million, a second lien senior secured loan of $3.2 million and unfunded revolver of $9.6 million, alongside other related party affiliates. On August 12, 2022, the Company increased the unfunded revolver to $16.0 million. As of June 30, 2023 and December 31, 2022, $2.6 million and $3.7 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.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
Rocade Holdings LLC
On February 1, 2023, the Company made an equity investment in Rocade Holdings LLC (“Rocade”) of $12.0 million, alongside other related party affiliates. In April 2023, the Company made an additional equity investment in Rocade totaling $50.0 million. As of June 30, 2023, the Company had $48.0 million of unfunded preferred equity commitments. Rocade conducts its business through Rocade LLC and operates as Rocade Capital. Rocade is one of the country’s leading litigation finance platforms that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. Rocade typically provides loans to law firms that are secured by the borrowing firm’s interests in award settlements, including contingency fees expected to be earned from successful litigation. The loans generally bear floating rate PIK interest with an overall expected annualized return between 10% and 25% and collect debt service upon receipt of settlement awards and/or contingency fees. The addition of Rocade to the portfolio allows the Company to participate in an uncorrelated asset class that offer differentiated income returns as compared to directly originated loans. Rocade is led by a seasoned team of litigation finance experts.
The Company has determined that Rocade is not an investment company under ASC Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Rocade because it does not provide services to the Company. Instead the Company accounts for its equity investment in Rocade in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
The Adviser conducts the valuation of the Company’s investments, upon which the Company’s net asset 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 were approved by the Board.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.
There is no single 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
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Notes to Unaudited Consolidated Financial Statements — (Continued)
values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser's pricing committee.
At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. The Company’s middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investment in CPCF BPCC, Thompson Rivers and Waccamaw River
As CPCF BPCC, Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using net asset value of each company and the Company’s ownership percentage as a practical expedient. The net asset value is determined in accordance with the specialized accounting guidance for investment companies.
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of June 30, 2023 and December 31, 2022. The weighted average range of unobservable inputs is based on fair value of investments.
June 30, 2023
($ in thousands)(2)
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)
$1,620,208 Yield AnalysisMarket Yield7.5% – 30.6%11.5%Decrease
7,579 Market ApproachAdjusted EBITDA Multiple7.0x – 7.8x7.6xIncrease
77,954 Recent TransactionTransaction Price93.3% – 97.5%95.7%Increase
Subordinated debt and 2nd lien notes117,746 Yield AnalysisMarket Yield8.6% – 18.1%13.6%Decrease
5,776 Market ApproachAdjusted EBITDA Multiple11.0x11.0xIncrease
1,505 Recent TransactionTransaction Price97.0% – 98.0%97.6%Increase
Equity shares(3)
8,220 Yield AnalysisMarket Yield13.6% – 14.8%14.2%Decrease
221,246 Market ApproachAdjusted EBITDA Multiple6.5x – 40.0x11.5xIncrease
1,482 Market ApproachRevenue Multiple6.3x – 9.5x6.6xIncrease
4,896 Net Asset ApproachLiabilities$(33,951.4)$(33,951.4)Decrease
654 Recent TransactionTransaction Price$0.98 – $1.00$0.99Increase
Equity warrants1,166 Market ApproachAdjusted EBITDA Multiple7.0x – 14.5x8.4xIncrease
(1) Excludes investments with an aggregate fair value amounting to $29,727, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) For structured products, investments with an aggregate fair value amounting to $15,565, were valued by the Adviser 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 $389, 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, 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)
$1,440,027 Yield AnalysisMarket Yield7.2% – 30.8%11.4%Decrease
21,921 Discounted Cash Flow AnalysisDiscount Rate13.0%13.0%Decrease
262,514 Recent TransactionTransaction Price96.7% – 100.0%97.5%Increase
Subordinated debt and 2nd lien notes(2)
125,363 Yield AnalysisMarket Yield9.3% – 16.6%13.0%Decrease
6,931 Market ApproachAdjusted EBITDA Multiple9.0x9.0xIncrease
513 Recent TransactionTransaction Price97.3%97.3%Increase
Structured products(3)
7,584 Discounted Cash Flow AnalysisDiscount Rate10.4%10.4%Decrease
Equity shares9,462 Yield AnalysisMarket Yield15.7% – 17.8%16.6%Decrease
137,680 Market ApproachAdjusted EBITDA Multiple6.5x – 43.0x10.7xIncrease
1,406 Market ApproachRevenue Multiple6.5x – 7.0x6.8xIncrease
220 Market ApproachAdjusted EBITDA/Revenue Multiple Blend5.8x5.8xIncrease
3,219 Net Asset ApproachLiabilities$(8,941.8)$(8,941.8)Decrease
5,326 Recent TransactionTransaction Price$0.00 – $4,673.00$516.37Increase
Equity warrants1,083 Market ApproachAdjusted EBITDA Multiple6.5x – 17.5x7.3xIncrease
(1) Excludes investments with an aggregate fair value amounting to $11,588, 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 $10,487, 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 $8,796, 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)
The following tables present the Company’s investment portfolio at fair value as of June 30, 2023 and December 31, 2022, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of June 30, 2023
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $42,106 $1,735,468 $1,777,574 
Subordinated debt and 2nd lien notes
— 29,361 125,027 154,388 
Structured products— 8,500 15,565 24,065 
Equity shares57 517 236,887 237,461 
Equity warrants— — 1,166 1,166 
Investments subject to leveling$57 $80,484 $2,114,113 $2,194,654 
Investment in joint ventures(1)$30,932 
$2,225,586 
Fair Value as of December 31, 2022
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $41,442 $1,736,050 $1,777,492 
Subordinated debt and 2nd lien notes
— 20,605 143,294 163,899 
Structured products— 8,642 16,380 25,022 
Equity shares53 765 157,313 158,131 
Equity warrants— — 1,083 1,083 
Investments subject to leveling$53 $71,454 $2,054,120 $2,125,627 
Investment in joint ventures(2)$32,253 
$2,157,880 
(1)The Company’s investments in CPCF BPCC, Thompson Rivers and Waccamaw River are measured at fair value using net asset value (“NAV”) and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
(2)The Company’s investments in Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
75
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2023 and 2022:
Six Months Ended June 30, 2023
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,736,050 $143,294 $16,380 $157,313 $1,083 $2,054,120 
New investments173,950 8,712 — 67,211 — 249,873 
Transfers into Level 3, net— (8,949)— 522 — (8,427)
Proceeds from sales of investments(114,341)— — — — (114,341)
Loan origination fees received(4,085)(47)— — — (4,132)
Principal repayments received(65,844)(17,086)(714)— — (83,644)
Payment in kind interest/dividends2,281 1,008 — 2,933 — 6,222 
Accretion of loan premium/discount288 352 — — — 640 
Accretion of deferred loan origination revenue5,144 172 — — — 5,316 
Realized gain (loss)(939)(278)— — — (1,217)
Unrealized appreciation (depreciation)2,964 (2,151)(101)8,908 83 9,703 
Fair value, end of period$1,735,468 $125,027 $15,565 $236,887 $1,166 $2,114,113 
Six Months Ended June 30, 2022
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesTotal
Fair value, beginning of period$1,138,818 $92,224 $— $75,005 $1,306,047 
New investments384,424 38,158 6,000 20,463 449,045 
Transfers into Level 3, net— — 9,811 3,518 13,329 
Proceeds from sales of investments1,633 — — — 1,633 
Loan origination fees received(9,865)(647)— — (10,512)
Principal repayments received(79,269)(361)— — (79,630)
Payment in kind interest/dividends1,186 733 — — 1,919 
Accretion of loan premium/discount(9)18 — — 9 
Accretion of deferred loan origination revenue4,814 109 — — 4,923 
Realized gain (loss)(2,514)(11)— — (2,525)
Unrealized appreciation (depreciation)(27,408)(3,470)(540)17,147 (14,271)
Fair value, end of period$1,411,810 $126,753 $15,271 $116,133 $1,669,967 
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized appreciation on Level 3 investments of $7.8 million during the six months ended June 30, 2023 was related to portfolio company investments that were still held by the Company as of June 30, 2023. Pre-tax net unrealized depreciation on Level 3 investments of $13.5 million during the six months ended June 30, 2022 was related to portfolio company investments that were still held by the Company as of June 30, 2022.
76
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the six months ended June 30, 2023, the Company made investments of approximately $209.3 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the six months ended June 30, 2023, the Company made investments of $48.2 million in portfolio companies to which it was previously committed to provide such financing.
During the six months ended June 30, 2022, the Company made investments of approximately $421.1 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the six months ended June 30, 2022, the Company made investments of $68.4 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans (if any) generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company is contractually owed and recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. As of June 30, 2023, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.
Cash and Foreign Currencies
Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral for certain derivative instruments. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
Investment Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of both June 30, 2023 and December 31, 2022, the Company had one portfolio company with an investment that was on non-accrual.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
77
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 six months ended June 30, 2023 and 2022 were as follows:
Three Months EndedThree Months EndedSix Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Recurring Fee Income:
Amortization of loan origination fees$2,147 $1,693 $4,341 $3,180 
Management, valuation and other fees643 453 1,206 819 
Total Recurring Fee Income2,790 2,146 5,547 3,999 
Non-Recurring Fee Income:
Prepayment fees380 — 380 — 
Acceleration of unamortized loan origination fees640 1,744 1,049 1,810 
Advisory, loan amendment and other fees114 383 302 465 
Total Non-Recurring Fee Income1,134 2,127 1,731 2,275 
Total Fee Income$3,924 $4,273 $7,278 $6,274 
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.
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.
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.
78
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of June 30, 2023 and December 31, 2022, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of June 30, 2023 and December 31, 2022, the Company’s largest single portfolio company investment represented approximately 4.9% and 4.7%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.
As of June 30, 2023, all of BPC Funding LLC’s (“BPC Funding”) assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the Revolving Credit Facility. As of June 30, 2023, all assets (other than those that are owned by BPC Funding) were pledged (or will be pledged when the related investment purchase settles) as collateral for the SMBC Credit Facility.
Financial and Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Unaudited Consolidated Statements of Operations. The fair value of the Company’s interest rate swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currency
As of June 30, 2023 the Company held 18 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 69 investments that were denominated in Euros, two investments that were 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 27 investments that were denominated in British pounds sterling. As of December 31, 2022, the Company held 18 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 65 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 29 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rates fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statements of Operations.
In addition, during both the six months ended June 30, 2023 and June 30, 2022, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company’s investments denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) – foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) – foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively). The Company has historically met its minimum distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the three and six months ended June 30, 2023, the Company recorded a net expense of $0.2 million and $0.3 million, respectively, for U.S. federal excise tax.
Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal year 2021), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
For federal income tax purposes, the cost of investments owned as of June 30, 2023 and December 31, 2022 was approximately $2,221.1 million and $2,160.8 million, respectively. As of June 30, 2023, net unrealized appreciation on the Company’s investments (tax basis) was approximately $9.2 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $92.0 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $82.8 million. As of December 31, 2022, net unrealized depreciation on the Company’s investments (tax basis) was approximately $18.2 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $83.6 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $101.8 million.
In addition, the Company has a wholly-owned taxable subsidiary (the “Taxable Subsidiary”), which holds certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), if any, will be reflected net of applicable federal and state income taxes, if any, in the Company’s Unaudited Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Accounts payable and accrued liabilities” in the Company’s Unaudited Consolidated Balance Sheet. As of June 30, 2023 and December 31, 2022, the Company had a net deferred tax liability of $0.3 million and $0.2 million, respectively, pertaining to operating losses and tax basis differences related to certain partnership interests.
5. BORROWINGS
The Company had the following borrowings outstanding as of June 30, 2023 and December 31, 2022:
Issuance Date
($ in thousands)		Maturity DateInterest Rate as of June 30, 2023June 30, 2023December 31, 2022
Credit Facilities:
Revolving Credit Facility – May 11, 2021May 11, 20267.104%$799,286 $795,284 
SMBC Credit Facility – March 6, 2023March 6, 20287.241%111,500 — 
Total Credit Facilities$910,786 $795,284 
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%95,187 95,466 
July 26, 2022 – Series E Notes (1)May 10, 20276.000%52,084 52,187 
(Less: Deferred financing fees)(541)(615)
Total Notes$296,730 $297,038 
Secured Borrowing:
Secured BorrowingMarch 14, 2023N/A$— $18,559 
Total Secured Borrowing$— $18,559 
(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 201.0% as of June 30, 2023.
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding, the Company’s wholly-owned subsidiary, entered into the Revolving Credit Facility with BNP Paribas (“BNPP”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and the Company serves as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month LIBOR, 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
81
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding pays an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets are required to meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of June 30, 2023, the Company was in compliance with all covenants of the Revolving Credit Facility.
As of June 30, 2023, the Company had U.S. dollar borrowings of $653.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.389% (three month SOFR of 5.045%), borrowings denominated in British pounds sterling of £30.2 million ($38.4 million U.S. dollars) with a weighted average interest rate of 6.510% (weighted average three month adjusted cumulative compounded SONIA of 4.177%), borrowings denominated in Australian dollars of A$7.8 million ($5.2 million U.S. dollars) with an interest rate of 5.759% (three month BBSW of 3.609%), borrowings denominated in Canadian dollars of C$5.4 million ($4.1 million U.S. dollars) with an interest rate of 7.194% (three month CDOR of 5.044%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.7 million U.S. dollars) with an interest rate of 7.940% (three month NZBB of 5.540%) and borrowings denominated in Euros of €86.6 million ($94.5 million U.S. dollars) with an interest rate of 5.409% (three month EURIBOR of 3.242%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “net unrealized appreciation (depreciation) – foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
As of December 31, 2022, the Company had U.S. dollar borrowings of $653.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 6.465% (three month SOFR of 4.113%), borrowings denominated in British pounds sterling of £30.2 million ($36.3 million U.S. dollars) with a weighted average interest rate of 4.415% (weighted average three month adjusted cumulative compounded SONIA of 2.083%), borrowings denominated in Australian dollars of A$7.8 million ($5.3 million U.S dollars) with a weighted average interest rate of 5.210% (three month BBSW of 3.060%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 6.708% (three month CDOR of 4.558%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.9 million U.S. dollars) with an interest rate of 6.490% (three month NZBB of 4.090%) and borrowings denominated in Euros of €86.6 million ($92.4 million U.S. dollars) with an interest rate of 3.772% (three month EURIBOR of 1.605%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “unrealized appreciation (depreciation) – foreign currency transactions” in the Company’s Consolidated Statements of Operations.
As of June 30, 2023 and December 31, 2022, the fair value of the borrowings outstanding under the Revolving Credit Facility was $799.3 million and $795.3 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.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
SMBC Revolving Credit Facility
On March 6, 2023, the Company entered into a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent, as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto, which governs the SMBC Credit Facility. The initial principal amount of the SMBC Credit Facility is $115.0 million, subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, the Company will pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between the Company and the Administrative Agent.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to the Company varies depending upon the types of assets in the Company’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., a subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which the Company may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of the Company occurs. Upon the occurrence and during the continuation of certain event of defaults, the Administrative Agent may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of June 30, 2023, the Company was in compliance with all covenants of the SMBC Credit Facility.
As of June 30, 2023, the Company had U.S. dollar borrowings of $111.5 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.241% (three month SOFR of 5.141%).
As of June 30, 2023, the fair value of the borrowings outstanding under the SMBC Credit Facility was $111.5 million. The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
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,”
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
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) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the July 2021 NPA. Interest on the July 2026 Notes is due semiannually in January and July of each year, beginning in January 2022. In addition, the Company is obligated to offer to repay the July 2026 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the July 2021 NPA, the Company may redeem the July 2026 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before January 29, 2026, a make-whole premium.
The July 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the July 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The July 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the July 2026 Notes at the time outstanding may declare all July 2026 Notes then outstanding to be immediately due and payable, subject to certain additional conditions in the event that then-outstanding July 2026 Notes are held by persons affiliated with the Company and certain of its affiliates. As of June 30, 2023, the Company was in compliance with all covenants under the July 2021 NPA.
The Company’s obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of June 30, 2023 and December 31, 2022, the fair values of the outstanding July 2026 Notes were $127.6 million and $125.9 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.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The May 2027 Notes will mature on May 10, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the May 2022 NPA. Interest on the May 2027 Notes will be due semiannually in May and November of each year, beginning in November 2022. In addition, the Company is obligated to offer to repay the May 2027 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates. As of June 30, 2023, the Company was in compliance with all covenants under the May 2022 NPA.
The Company’s obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of June 30, 2023 and December 31, 2022, the fair values of the outstanding May 2027 Notes were $147.3 million and $147.7 million, respectively. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of June 30, 2023, the interest rate swap had a fair value of $(4.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet. 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 June 30, 2023, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet. 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.
85
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Secured Borrowings
As of June 30, 2023, the Company had no secured borrowings outstanding. As of December 31, 2022, the Company had $18.6 million of secured borrowings (“Secured Borrowings”) outstanding, which were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which is generally within 120 days of the trade date. The Company’s Secured Borrowings bore interest at a weighted average rate of 7.843% (three month SOFR of 4.587%) for the year ended December 31, 2022. As of December 31, 2022, the fair value of the Secured Borrowings was $18.6 million. The fair value of the Secured Borrowings are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of June 30, 2023 and December 31, 2022:
As of June 30, 2023
($ 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$68,655$45,93607/07/23$(198)Derivative liabilities
Foreign currency forward contract (AUD)$46,740A$68,65507/07/231,002 Derivative assets
Foreign currency forward contract (AUD)$46,242A$68,93910/10/23196 Derivative assets
Foreign currency forward contract (CAD)C$7,321$5,55107/07/23(20)Derivative liabilities
Foreign currency forward contract (CAD)$5,461C$7,32107/07/23(70)Derivative liabilities
Foreign currency forward contract (CAD)$5,361C$7,05310/10/2324 Derivative assets
Foreign currency forward contract (DKK)7,483kr.$1,10207/07/23(4)Derivative liabilities
Foreign currency forward contract (DKK)$1,1017,483kr.07/07/233 Derivative assets
Foreign currency forward contract (DKK)$1,1007,431kr.10/10/234 Derivative assets
Foreign currency forward contract (EUR)€204,324$224,04807/07/23(936)Derivative liabilities
Foreign currency forward contract (EUR)$223,627€204,32407/07/23514 Derivative assets
Foreign currency forward contract (EUR)$226,210€205,32410/10/23932 Derivative assets
Foreign currency forward contract (GBP)£57,676$73,53307/07/23(240)Derivative liabilities
Foreign currency forward contract (GBP)$71,657£57,67607/07/23(1,636)Derivative liabilities
Foreign currency forward contract (GBP)$73,540£57,67610/10/23238 Derivative assets
Foreign currency forward contract (NZD)NZ$8,422$5,20007/07/23(36)Derivative liabilities
Foreign currency forward contract (NZD)$5,297NZ$8,42207/07/23133 Derivative assets
Foreign currency forward contract (NZD)$5,254NZ$8,51510/10/2336 Derivative assets
Foreign currency forward contract (NOK)40,762kr$3,78307/07/2324 Derivative assets
Foreign currency forward contract (NOK)$3,96740,762kr07/07/23160 Derivative assets
Foreign currency forward contract (NOK)$3,84241,276kr10/10/23(25)Derivative liabilities
Foreign currency forward contract (SEK)5,829kr$54407/07/23(4)Derivative liabilities
Foreign currency forward contract (SEK)$5645,829kr07/07/2324 Derivative assets
Foreign currency forward contract (SEK)$5535,904kr10/10/233 Derivative assets
Foreign currency forward contract (CHF)5,238Fr.$5,86707/07/23(12)Derivative liabilities
Foreign currency forward contract (CHF)$5,7965,238Fr.07/07/23(57)Derivative liabilities
Foreign currency forward contract (CHF)$5,8705,186Fr.10/10/2313 Derivative assets
Total$68 
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2022
($ 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$61,845$41,43401/09/23$660 Derivative assets
Foreign currency forward contract (AUD)A$2,300$1,55704/11/2314 Derivative assets
Foreign currency forward contract (AUD)$40,131A$61,84501/09/23(1,964)Derivative liabilities
Foreign currency forward contract (AUD)$42,446A$63,12804/11/23(684)Derivative liabilities
Foreign currency forward contract (CAD)C$7,479$5,49101/09/2335 Derivative assets
Foreign currency forward contract (CAD)$5,473C$7,47901/09/23(53)Derivative liabilities
Foreign currency forward contract (CAD)$5,383C$7,32604/11/23(35)Derivative liabilities
Foreign currency forward contract (DKK)7,401kr.$1,05601/09/239 Derivative assets
Foreign currency forward contract (DKK)$9827,401kr.01/09/23(83)Derivative liabilities
Foreign currency forward contract (DKK)$1,0787,499kr.04/11/23(9)Derivative liabilities
Foreign currency forward contract (EUR)€187,162$198,63201/09/231,693 Derivative assets
Foreign currency forward contract (EUR)$185,138€187,16201/09/23(15,187)Derivative liabilities
Foreign currency forward contract (EUR)$199,111€186,41104/11/23(1,665)Derivative liabilities
Foreign currency forward contract (GBP)£56,336$68,03201/09/2313 Derivative assets
Foreign currency forward contract (GBP)£1,600$1,92904/11/237 Derivative assets
Foreign currency forward contract (GBP)$62,569£56,33601/09/23(5,477)Derivative liabilities
Foreign currency forward contract (GBP)$66,247£54,75604/11/23(38)Derivative liabilities
Foreign currency forward contract (NZD)NZ$8,665$5,45101/09/2346 Derivative assets
Foreign currency forward contract (NZD)$5,009NZ$8,66501/09/23(487)Derivative liabilities
Foreign currency forward contract (NZD)$5,060NZ$8,04404/11/23(46)Derivative liabilities
Foreign currency forward contract (NOK)38,802kr$3,93901/09/236 Derivative assets
Foreign currency forward contract (NOK)$3,62638,802kr01/09/23(318)Derivative liabilities
Foreign currency forward contract (NOK)$4,09740,202kr04/11/23(7)Derivative liabilities
Foreign currency forward contract (SEK)5,694kr$54701/09/23— Derivative assets
Foreign currency forward contract (SEK)$5125,694kr01/09/23(35)Derivative liabilities
Foreign currency forward contract (SEK)$5555,751kr04/11/23— Derivative liabilities
Foreign currency forward contract (CHF)18,873Fr.$19,74401/09/23689 Derivative assets
Foreign currency forward contract (CHF)$19,49118,873Fr.01/09/23(942)Derivative liabilities
Foreign currency forward contract (CHF)$5,3364,891Fr.04/11/23(12)Derivative liabilities
Total$(23,870)
As of June 30, 2023 and December 31, 2022, the total fair values of the Company’s foreign currency forward contracts were $0.1 million and $(23.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three and six months ended June 30, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months EndedSix Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Forward currency contracts$(5,873)$2,606 $(27,269)$3,563 
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three and six months ended June 30, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months EndedSix Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Forward currency contracts$4,805 $11,734 $23,937 $14,134 

7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of June 30, 2023 and December 31, 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of June 30, 2023 and December 31, 2022 were as follows:
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
Accurus Aerospace Corporation(1)(2)Revolver$380 $691 
Adhefin International(1)(2)(3)Delayed Draw Term Loan808 — 
Air Comm Corporation, LLC(1)(2)Delayed Draw Term Loan1,550 — 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,871 — 
Americo Chemical Products, LLC(1)(2)Revolver1,400 — 
Amtech LLC(1)Delayed Draw Term Loan909 1,818 
Amtech LLC(1)Revolver455 364 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver472 462 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,027 1,179 
Arc Education(1)(3)Delayed Draw Term Loan3,455 3,789 
Argus Bidco Limited(1)(2)(4)CAF Term Loan1,387 1,579 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan— 335 
ASC Communications, LLC(1)Revolver647 647 
Astra Bidco Limited(1)(4)Delayed Draw Term Loan727 1,059 
ATL II MRO Holdings Inc.(1)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,485 1,512 
Azalea Buyer, Inc.(1)Delayed Draw Term Loan962 962 
Azalea Buyer, Inc.(1)Revolver481 481 
Bariacum S.A(1)(3)Acquisition Facility436 961 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,490 4,783 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,697 2,697 
Brightpay Limited(1)(3)Delayed Draw Term Loan193 188 
BrightSign LLC(1)(2)Revolver370 1,109 
British Engineering Services Holdco Limited(1)(4)Acquisition/Capex Facility140 203 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 291 
Centralis Finco S.a.r.l.(1)(3)Incremental CAF Term Loan268 298 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
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Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan— 156 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan4,505 5,143 
Comply365, LLC(1)Revolver575 489 
Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan516 505 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
Direct Travel, Inc.(1)Delayed Draw Term Loan193 233 
DISA Holdings Corp.(1)Delayed Draw Term Loan1,287 1,368 
DISA Holdings Corp.(1)Revolver429 416 
DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility— 168 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,548 1,515 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan4,513 4,513 
Eclipse Business Capital, LLC(1)Revolver13,476 12,321 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan7,947 7,947 
EMI Porta Holdco LLC(1)(2)Revolver880 1,261 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan— 92 
eShipping, LLC(1)Delayed Draw Term Loan1,274 1,274 
eShipping, LLC(1)Revolver743 743 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,697 2,639 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan539 528 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver115 115 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan54 57 
Faraday(1)(3)Delayed Draw Term Loan1,955 — 
FineLine Systems(1)(2)Delayed Draw Term Loan— 478 
Finexvet(1)(2)(3)Delayed Draw Term Loan1,919 — 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan572 766 
Fortis Payment Systems, LLC(1)Delayed Draw Term Loan575 925 
FragilePak LLC(1)Delayed Draw Term Loan— 4,649 
GB Eagle Buyer, Inc.(1)Revolver3,226 3,226 
Glacis Acquisition S.A.R.L.(1)(3)Delayed Draw Term Loan7,564 7,399 
Global Academic Group Limited(1)(7)Term Loan437 451 
GPZN II GmbH(1)(2)(3)CAF Term Loan— 560 
Graphpad Software, LLC(1)(2)Delayed Draw Term Loan2,602 2,602 
Greenhill II BV(1)(3)Capex Acquisition Facility119 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan— 1,102 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan219 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan307 313 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan— 148 
Heartland, LLC(1)Delayed Draw Term Loan— 710 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
HEKA Invest(1)(3)Delayed Draw Term Loan1,136 1,111 
HTI Technology & Industries(1)Delayed Draw Term Loan1,691 1,691 
HTI Technology & Industries(1)Revolver1,128 1,128 
HW Holdco, LLC (Hanley Wood LLC)(1)Delayed Draw Term Loan— 1,074 
Innovad Group II BV(1)(3)Delayed Draw Term Loan42 200 
89
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
INOS 19-090 GmbH(1)(3)Acquisition Facility222 217 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan2,662 2,621 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan113 111 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility— 3,695 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility— 606 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan1,521 1,488 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)(2)Revolver1,232 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility729 753 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan724 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan860 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan837 819 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan255 298 
LeadsOnline, LLC(1)Revolver1,952 1,952 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan244 244 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver107 106 
Marshall Excelsior Co.(1)(2)Revolver58 216 
MC Group Ventures Corporation(1)Delayed Draw Term Loan435 467 
Mercell Holding AS(1)(8)Capex Acquisition Facility733 797 
Mertus 522. GmbH(1)(2)(3)Capex Acquisition Facility2,806 2,745 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan58 59 
Murphy Midco Limited(1)(4)Delayed Draw Term Loan89 97 
Narda Acquisitionco., Inc.(1)(2)Revolver1,059 953 
NeoxCo(1)(3)Delayed Draw Term Loan491 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility1,091 1,254 
Nexus Underwriting Management Limited(1)(2)(4)Revolver77 — 
NF Holdco, LLC(1)(2)Revolver1,479 — 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan946 925 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)(2)Revolver391 607 
OG III B.V.(1)(3)Accordion Facility— 650 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 3,407 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan806 1,008 
Options Technology Ltd.(1)(2)Delayed Draw Term Loan1,406 1,406 
OSP Hamilton Purchaser, LLC(1)Revolver715 187 
Pare SAS (SAS Maurice MARLE)(1)Delayed Draw Term Loan2,100 2,100 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,111 3,836 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Delayed Draw Term Loan6,110 5,977 
ProfitOptics, LLC(1)Revolver32 193 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan209 255 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan743 727 
90
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
QPE7 SPV1 BidCo Pty Ltd(1)(5)Accordion Facility— 2,585 
Qualified Industries, LLC(1)Revolver364 — 
Questel Unite(1)(2)(3)Incremental Term Loan2,761 2,701 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,820 2,623 
R1 Holdings, LLC(1)Revolver1,947 1,601 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan5,516 5,516 
Randys Holdings, Inc.(1)(2)Revolver1,891 1,964 
Rep Seko Merger Sub LLC(1)(2)Delayed Draw Term Loan415 520 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility— 765 
Rocade Holdings LLC(1)Preferred Equity48,000 — 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,246 2,945 
Royal Buyer, LLC(1)Revolver1,787 1,787 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,730 2,730 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility660 5,535 
SBP Holdings LP(1)Delayed Draw Term Loan1,469 — 
SBP Holdings LP(1)Revolver1,065 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan331 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,160 1,135 
Scout Bidco B.V.(1)(3)Revolver526 515 
Sereni Capital NV(1)(3)Delayed Draw Term Loan694 — 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
Simulation Software Investment Company Pty Ltd(1)Delayed Draw Term Loan408 408 
Smartling, Inc.(1)(2)Delayed Draw Term Loan— 2,076 
Smartling, Inc.(1)(2)Revolver1,038 1,038 
Soho Square III Debtco II SARL(1)(2)(4)Delayed Draw Term Loan1,192 3,383 
Solo Buyer, L.P.(1)Revolver1,596 1,995 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 665 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver98 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan7,500 7,500 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan476 451 
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 309 
Tank Holding Corp(1)(2)Delayed Draw Term Loan2,047 — 
Tank Holding Corp(1)(2)Revolver164 545 
Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,150 1,088 
Techone B.V.(1)(3)Revolver144 94 
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)Revolver2,768 2,422 
The Hilb Group, LLC(1)(2)Delayed Draw Term Loan1,834 2,537 
Trader Corporation(1)(6)Revolver353 345 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
91
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan1,509 1,509 
Union Bidco Limited(1)(2)(4)Acquisition Facility222 210 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility628 1,089 
Unither (Uniholding)(1)(3)Delayed Draw Term Loan473 — 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan3,371 3,371 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan108 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 487 
Waccamaw River LLC(2)Joint Venture— 2,480 
Whitcraft Holdings, Inc.(1)(2)Revolver2,515 — 
Woodland Foods, LLC(1)(2)Line of Credit939 330 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan2,329 2,329 
WWEC Holdings III Corp(1)(2)Revolver1,304 1,025 
Xeinadin Bidco Limited(1)(4)CAF Term Loan5,013 4,743 
ZB Holdco LLC(1)Delayed Draw Term Loan— 1,352 
ZB Holdco LLC(1)Revolver845 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,330 1,258 
Total unused commitments to extend financing$270,734 $247,730 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the six months ended June 30, 2023 and 2022:
 Six Months
Ended		Six Months
Ended
($ in thousands, except share and per share amounts)June 30, 2023June 30, 2022
Per share data:
Net asset value at beginning of period$20.55 $20.58 
Net investment income (1)1.27 0.95 
Net realized gain on investments / foreign currency transactions (1)(0.48)0.09 
Net unrealized appreciation (depreciation) on investments / foreign currency transactions (1)0.49 — 
Total increase from investment operations (1)1.28 1.04 
Dividends paid to stockholders from net investment income(1.09)(0.77)
Dividends paid to stockholders from short-term realized gains(0.02)(0.08)
Total dividends declared(1.11)(0.85)
Net asset value at end of period$20.72 $20.77 
Shares outstanding at end of period59,235,153 51,594,967 
Net assets at end of period$1,227,544 $1,071,862 
Average net assets$1,136,786 $917,222 
Ratio of total expenses to average net assets (annualized) (2)9.88 %4.41 %
Ratio of net investment income to average net assets (annualized) (2)12.55 %9.51 %
Portfolio turnover ratio (annualized)9.79 %6.45 %
Total return (3)6.35 %5.06 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies, including joint ventures.
(3)Total return is calculated as the change in NAV per share during the period, divided by the beginning NAV per share and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period.
9. SUBSEQUENT EVENTS
On July 3, 2023, the Company sold 495,173.74 unregistered shares of its common stock (with the number of shares issued being determined on July 24, 2023), for aggregate consideration of approximately $10.3 million at a price per share of $20.72, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by the Company and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder and/or Regulation S under the Securities Act.
On August 9, 2023, the Board declared regular monthly distributions for September 2023 through November 2023. The regular monthly cash distributions, each in the gross amount of $0.20 per share are payable on September 28, 2023, October 30, 2023 and November 29, 2023, to stockholders of record on September 26, 2023, October 26, 2023 and November 27, 2023, respectively.
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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three and six months ended June 30, 2023, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2022. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend, “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2022 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a BDC under the 1940 Act and are externally managed by Barings, an investment adviser that is registered with the SEC under the Advisers Act. In addition, we have elected for federal income tax purposes to be treated as a RIC under Subchapter M of the Code and expect to maintain our qualification as a RIC annually thereafter.
An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of the Advisory Agreement and the Administration Agreement.
We are a non-exchange traded, privately offered perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “privately offered perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the BDC on a continuous basis in private offerings at a price equal to the BDC’s net asset value per share.
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Our primary investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. We focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities. Barings employs fundamental credit analysis, and targets investments in businesses with low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk relative to other businesses in this market segment. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and seeks to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated, would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
Formation Transactions/Initial Portfolio
On May 12, 2021, shortly prior to our election to be regulated as a BDC and conversion to a Maryland corporation, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, we acquired the Initial Portfolio from MassMutual and CM Life, which comprised a select portfolio of senior secured private debt investments in, and funding obligations to, well-established middle-market businesses that operate across a wide range of industries.
The investments in the Initial Portfolio were selected based upon our defined investment objective, amount and type of unfunded obligations associated with each investment and the investment requirements set forth under the 1940 Act or otherwise imposed by applicable laws, rules or regulations, including in accordance with our election to be treated as a RIC for tax purposes.
The aggregate purchase price for the Initial Portfolio was $602.4 million, which is equal to the sum of the fair values of each investment in the Initial Portfolio at the time of purchase of the Initial Portfolio, net of accrued fees associated with certain unfunded obligations in the Initial Portfolio. The investments in the Initial Portfolio were valued as of March 31, 2021 by an independent third-party valuation firm, provided that any investments in the Initial Portfolio acquired by MassMutual or CM Life after March 31, 2021 were initially valued at cost. In connection with the acquisition of the Initial Portfolio, Barings conducted certain valuation procedures to confirm whether there had been any material changes to the fair value of the investments and obligations in the Initial Portfolio from the previously determined fair value thereof and concluded that no purchase price adjustments were necessary given the absence of any such material changes.
We continue to invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Terms of our senior secured private debt investments are generally between five and seven years and bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities.
As of June 30, 2023 and December 31, 2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 10.6% and 9.9%, respectively. As of June 30, 2023 and December 31, 2022, the weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.5% and 9.8%, respectively.
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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’ $271.4 billion Global Fixed Income Platform (as of June 30, 2023) that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the U.S. and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of June 30, 2023, BIIL had approximately £15.1 billion in assets under management.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our Administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 50 investment professionals (as of June 30, 2023) located in three offices in the U.S. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
We have 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 Composition
The total fair value of our investment portfolio was $2,225.6 million and $2,157.9 million as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023, we had investments in 289 portfolio companies with an aggregate cost of $2,247.8 million. As of December 31, 2022, we had investments in 280 portfolio companies with an aggregate cost of $2,187.5 million. As of June 30, 2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
96

As of June 30, 2023 and December 31, 2022, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio
June 30, 2023:
Senior debt and 1st lien notes
$1,813,484 81 %$1,777,574 80 %
Subordinated debt and 2nd lien notes
162,407 7 154,388 7 
Structured products27,853 1 24,065 1 
Equity shares201,321 9 237,461 11 
Equity warrants4 — 1,166 — 
Investment in joint ventures42,704 2 30,932 1 
$2,247,773 100 %$2,225,586 100 %
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
December 31, 2022:
Senior debt and 1st lien notes
$1,817,043 83 %$1,777,492 82 %
Subordinated debt and 2nd lien notes
169,463 8 163,899 8 
Structured products28,560 1 25,022 1 
Equity shares130,616 6 158,131 7 
Equity warrants4 — 1,083 — 
Investment in joint ventures41,815 2 32,253 2 
$2,187,501 100 %$2,157,880 100 %
Investment Activity
During the six months ended June 30, 2023, we made new investments totaling $82.9 million, made additional investments in existing portfolio companies totaling $105.5 million, made a new investment in a new joint venture equity portfolio company totaling $4.6 million, made additional investments in existing joint venture equity portfolio companies totaling $2.5 million and made a $62.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 7 loans repaid at par totaling $52.5 million and received $30.7 million of portfolio company principal payments and sale proceeds, recognizing a net loss on these transactions of $2.6 million. In addition, we sold $114.8 million of middle-market portfolio debt investments to one of our joint ventures, realizing a gain on these transactions of $2.0 million and recognized a loss of $0.6 million on one of our debt investments that was restructured. Finally, we received $6.2 million of return of capital from one of our joint ventures.
During the six months ended June 30, 2022, we made new investments totaling $314.2 million, made additional investments in existing portfolio companies totaling $166.4 million, and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million. We had 20 loans repaid at par totaling $71.1 million and received $6.9 million of portfolio company principal payments and sale proceeds, recognizing a net loss on these transactions of $2.5 million. In addition, we received $3.5 million of return of capital from one of our joint ventures.
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Total portfolio investment activity for the six months ended June 30, 2023 and 2022 was as follows:
Six Months Ended
June 30, 2023:
($ 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$1,777,492 $163,899 $25,022 $158,131 $1,083 $32,253 $2,157,880 
New investments173,950 8,712 — 67,772 — 7,102 257,536 
Proceeds from sales of investments/return of capital(114,341)— — — — (6,214)(120,555)
Loan origination fees received(4,085)(47)— — — — (4,132)
Principal repayments received(65,878)(17,086)(714)— — — (83,678)
Payment-in-kind interest/dividends2,281 1,008 — 2,933 — — 6,222 
Accretion of loan premium/discount309 389 7 — — — 705 
Accretion of deferred loan origination revenue5,143 247 — — — — 5,390 
Realized gain (loss)(939)(278)— — — — (1,217)
Unrealized appreciation (depreciation)3,642 (2,456)(250)8,625 83 (2,209)7,435 
Fair value, end of period$1,777,574 $154,388 $24,065 $237,461 $1,166 $30,932 $2,225,586 
Six Months
Ended
June 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Investment in Joint VenturesTotal
Fair value, beginning of period$1,141,252 $114,779 $19,566 $75,040 $47,011 $1,397,648 
New investments409,918 38,158 6,000 26,547 8,859 489,482 
Proceeds from sales of investments1,633 — — — (3,487)(1,854)
Loan origination fees received(9,866)(647)— — — (10,513)
Principal repayments received(79,339)(361)— — — (79,700)
Payment-in-kind interest1,191 733 — — — 1,924 
Accretion of loan premium/discount19 23 7 — — 49 
Accretion of deferred loan origination revenue4,814 176 — — — 4,990 
Realized gain (loss)(2,514)(11)— — — (2,525)
Unrealized appreciation (depreciation)(30,027)(4,801)(1,048)16,965 (6,294)(25,205)
Fair value, end of period$1,437,081 $148,049 $24,525 $118,552 $46,089 $1,774,296 
Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of June 30, 2023, we had one portfolio company with its debt investment on non-accrual, the fair value of which was $9.6 million, which comprised 0.4% of the total fair value of our portfolio, and the cost of which was $16.8 million, which comprised 0.7% of the total cost of our portfolio. As of December 31, 2022, we had one portfolio company with its debt investment on non-accrual, the fair value of which was $6.3 million, which comprised 0.3% of the total fair value of our portfolio, and the cost of which was $16.8 million, which comprised 0.8% of the total cost of our portfolio.
A summary of our non-accrual asset as of June 30, 2023 is provided below:
Core Scientific, Inc.
During the quarter ended December 31, 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. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of June 30, 2023, the cost of our debt investment in Core Scientific was $16.8 million and the fair value of such investment was $9.6 million.
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Results of Operations
Comparison of the three and six months ended June 30, 2023 and 2022
Operating results for the three and six months ended June 30, 2023 and 2022 were as follows:
Three Months
 Ended		Three Months
 Ended		Six Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Total investment income$68,331 $34,563 $127,453 $63,854 
Total operating expenses29,447 11,775 55,851 20,234 
Net investment income before taxes38,884 22,788 71,602 43,620 
Income taxes, including excise tax expense241 3 294 3 
Net investment income after taxes38,643 22,785 71,308 43,617 
Net realized gains (losses)(5,232)1,081 (27,617)1,353 
Net unrealized appreciation (depreciation)(2,847)(11,490)27,399 129 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions(8,079)(10,409)(218)1,482 
Net increase in net assets resulting from operations$30,564 $12,376 $71,090 $45,099 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
 Ended		Three Months
 Ended		Six Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Investment income:
Total interest income$56,117 $26,394 $106,093 $47,865 
Total dividend income5,914 3,368 9,626 7,791 
Total fee and other income3,924 4,273 7,278 6,274 
Total payment-in-kind interest income2,367 528 4,438 1,924 
Interest income from cash9 — 18 — 
Total investment income$68,331 $34,563 $127,453 $63,854 
The change in total investment income for the three and six months ended June 30, 2023, as compared to the three and six months ended June 30, 2022, was primarily due to an increase in the average size our portfolio, an increase in the weighted average yield on the portfolio from higher base rates and increased payment-in-kind (“PIK”) interest income. The amount of our outstanding debt investments was $2,035.1 million as of June 30, 2023, as compared to $1,650.4 million as of June 30, 2022. The increase in the average size of our portfolio was largely due to the increased middle-market investment and special situation investment opportunities. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments was 10.6% as of June 30, 2023, as compared to 7.5% as of June 30, 2022. For the three and six months ended June 30, 2023, dividends from portfolio companies and joint venture investments were $5.9 million and $9.6 million, respectively, as compared to $3.4 million and $7.8 million for the three and six months ended June 30, 2022, respectively. For the three and six months ended June 30, 2023, PIK interest income was $2.4 million and $4.4 million, respectively, as compared to $0.5 million and $1.9 million for the three and six months ended June 30, 2022, respectively.
Operating Expenses
Three Months
 Ended		Three Months
 Ended		Six Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Operating expenses:
Interest and other financing fees$21,110 $7,446 $39,672 $12,522 
Base management fees4,218 2,850 8,067 5,018 
Incentive fee2,742 — 5,337 — 
Other general and administrative expenses1,377 1,479 2,775 2,694 
Total operating expenses$29,447 $11,775 $55,851 $20,234 
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Interest and Other Financing Fees
Interest and other financing fees during the three and six months ended June 30, 2023 were attributable to borrowings under the Revolving Credit Facility, the SMBC Credit Facility, the July 2026 Notes, the May 2027 Notes and Secured Borrowings (each as defined below under “Financial Condition, Liquidity and Capital Resources”). Interest and other financing fees during the three and six months ended June 30, 2022 were attributable to borrowings under the Revolving Credit Facility, the July 2026 Notes and the Series D May 2027 Notes. The increase in interest and other financing fees for the three and six months ended June 30, 2023 as compared to the three and six months ended June 30, 2022, was primarily attributable to interest on the SMBC Facility, Secured Borrowings, Series E May 2027 Notes and an increase in the weighted average interest rate on the Revolving Credit Facility. The weighted average interest on the Revolving Credit Facility was 7.1% as of June 30, 2023, as compared to 3.2% as of June 30, 2022.
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 period from May 10, 2021 (commencement of operations) tothree and six months ended June 30, 2021,2023, the amount of base management fees incurred were approximately $4.2 million and $8.1 million, respectively. For the three and six months ended June 30, 2022, the amount of base management fees incurred were approximately $2.8 million and $5.0 million, respectively. The increase in the Base Management Fee for the three and six months ended June 30, 2023 versus the corresponding 2022 periods is primarily related to the average value of gross assets increasing from $1,519.8 million as of the end of the two most recently completed calendar quarters prior to June 30, 2022 to $2,249.8 million as of the end of the two most recently completed calendar quarters prior to June 30, 2023.
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 the three and six months ended June 30, 2023, the amount of incentive fee incurred was $0.7 million.
Professional Fees
Professionalapproximately $2.7 million and $5.3 million, respectively. For the three and six months ended June 30, 2022, we did not incur any incentive fees generally include legal and accounting expenses.because the incentive fee was not 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.
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. As ofFor the three and six months ended June 30, 2021,2023, the Adviser had not charged usamount of administration expense incurred and invoiced by Barings for any expenses was $0.4 million and $1.0 million, respectively. For the three and six months ended June 30, 2022, the amount of administration expense incurred and invoiced by Barings for expenses was $0.5 million and $0.9 million, respectively. 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.
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Net Realized Gains (Losses)
Net realized gains (losses) during the period from May 10, 2021 (commencement of operations) tothree and six months ended June 30, 20212023 and 2022 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		Six Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Net realized gains (losses):
Non-Control / Non-Affiliate investments$(40)$(2,382)$(1,217)$(2,525)
Net realized gains (losses) on investments(40)(2,382)(1,217)(2,525)
Foreign currency transactions(5,192)3,463 (26,400)3,878 
Net realized gains (losses)$(5,232)$1,081 $(27,617)$1,353 
During the period from May 10, 2021 (commencement of operations) tothree months ended June 30, 2021,2023, we recognized net realized losses totaling $0.8$5.2 million, which consisted primarily of a net loss on foreign currency transactions of $0.8$5.2 million. During the six months ended June 30, 2023, we recognized net realized losses totaling $27.6 million, which consisted primarily of a net loss on foreign currency transactions of $26.4 million and a net loss on our loan portfolio of $1.2 million.
During the three months ended June 30, 2022, we recognized net realized gains totaling $1.1 million, which consisted primarily of a net gain on foreign currency transactions of $3.5 million, partially offset by a net gainloss on our loan portfolio of $525.$2.4 million. During the six months ended June 30, 2022, we recognized net realized gains totaling $1.4 million, which consisted primarily of a net gain on foreign currency transactions of $3.9 million, partially offset by a net loss on our loan portfolio of $2.5 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the period from May 10, 2021 (commencement of operations) tothree and six months ended June 30, 2021 was2023 and 2022 were 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$3,905,426 
Three Months
 Ended		Three Months
 Ended		Six Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments$(6,886)$(29,162)$2,090 $(35,284)
Affiliate investments425 (4,323)5,227 9,958 
Net unrealized appreciation (depreciation) on investments(6,461)(33,485)7,317 (25,326)
Foreign currency transactions3,614 21,995 20,082 25,455 
Net unrealized appreciation (depreciation)$(2,847)$(11,490)$27,399 $129 
ForDuring the period from May 10, 2021 (commencement of operations) tothree months ended June 30, 2021,2023, we recorded net unrealized depreciation totaling $2.8 million, consisting of net unrealized depreciation on our current portfolio of $6.2 million and net unrealized depreciation reclassification adjustments of $0.3 million related to the net realized gains on the sales / repayments of certain investments, partially offset by net unrealized appreciation related to foreign currency transactions of $3.6 million. The net unrealized depreciation on our current portfolio of $6.2 million was driven primarily by the impact of credit or fundamental performance of investments of $6.3 million and broad market moves for investments of 3.0 million, partially offset by foreign currency exchange rates on investments of $3.1 million.
During the six months ended June 30, 2023, we recorded net unrealized appreciation totaling $3.9$27.4 million, consisting of net unrealized appreciation on our current portfolio of $0.8$5.5 million, net unrealized appreciation reclassification adjustments of $2.0 million related to the net realized losses on the sales / repayments of certain investments and net unrealized appreciation related to foreign currency transactions of $3.1$20.1 million, partially offset by deferred taxes of $0.1 million. The net unrealized appreciation on our current
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portfolio of $0.8$5.5 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$10.1 million, partially offset by credit or fundamental performance of investments of $1.1 million and broad market moves for investments of $3.6 million.
During the three months ended June 30, 2022, we recorded net unrealized depreciation totaling $11.5 million, consisting of net unrealized depreciation on our current portfolio of $32.9 million and net unrealized depreciation reclassification adjustments of $0.6 million, partially offset by net unrealized appreciation related to foreign currency transactions of $22.0 million. The net unrealized depreciation on our current portfolio of $32.9 million was driven primarily by the impact of foreign currency exchange rates on investments of $23.9 million, broad market moves for investments of $8.6 million and credit or fundamental performance of investments of $0.4 million.
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During the six months ended June 30, 2022, we recorded net unrealized appreciation totaling $0.1 million, consisting of net unrealized appreciation related to foreign currency transactions of $25.5 million, partially offset by net unrealized depreciation reclassification adjustments of $0.8 million and net unrealized depreciation on our current portfolio of $24.4 million and deferred tax liability of $0.1 million. The net unrealized depreciation on our current portfolio of $24.4 million was driven primarily by the impact of foreign currency exchange rates on investments of $28.0 million and broad market moves for investments of $13.6 million, partially offset by credit or fundamental performance of investments of $17.2 million.
Financial Condition, Liquidity and Capital Resources
We believe that our current cash and cash equivalents on hand, our available borrowing capacity under the Revolving Credit Facility and the SMBC Credit Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. In addition, we expect to generate cash from the net proceeds of our continuous offering of shares of common stock in the Private Offering. 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 requiredOn May 13, 2021, our stockholders approved a proposal to meet anauthorize us to be subject to a reduced asset coverage ratio definedof at least 150% under the 1940 Act. As a result of stockholder approval, effective May 14, 2021, our applicable minimum asset coverage ratio under the 1940 Act aswas decreased to 150% from 200%. Thus, we are permitted under the ratio1940 Act, under specified conditions, to issue multiple classes of our total assets (less all liabilitiesdebt and indebtedness not represented byone class of stock senior securities) to our outstanding senior securities, ofcommon stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each issuance of senior securities.such issuance. Our asset coverage ratio was 257.4%201.0% as of June 30, 2021.2023.
Cash Flows
For the period from May 10, 2021 (commencement of operations) tosix months ended June 30, 2021,2023, we experienced a net increase in cash in the amount of $78.0$93.3 million. During that period, our operating activities used $657.4$66.6 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$343.2 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $9.4$254.8 million. In addition, our financing activities provided $735.4net cash of $159.9 million, of cash, consisting primarily of net borrowings of $111.5 million under the SMBC Credit Facility and proceeds from the issuance of common stock of $129.7 million, partially offset by dividends paid in the amount of $60.5 million and net repayments of our secured borrowings of $18.6 million. As of June 30, 2023, we had $184.8 million of cash on hand, including foreign currencies.
For the six months ended June 30, 2022, we experienced a net increase in cash in the amount of $73.7 million. During that period, our operating activities used $378.0 million in cash, consisting primarily of purchases of portfolio investments of $499.8 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $80.3 million. In addition, our financing activities provided net cash of $451.7 million, consisting primarily of net borrowings of $160.4 million under the Revolving Credit Facility, totaling $285.4net proceeds from the issuance of the May 2027 Notes of $99.9 million and proceeds from the issuance of common stock of $450.0$231.4 million, partially offset by dividends paid in the amount of $39.0 million. As of June 30, 2021,2022, we had $78.0$197.2 million of cash on hand, including foreign currencies.
Financing Transactions
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding, our wholly-owned subsidiary, entered into a senior secured revolving credit facility with BNP Paribas (“BNPP”) (as amended, the Revolving“Revolving Credit Facility with BNPP.Facility”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and we serve as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility 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
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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 June 30, 2021,2023, we were in compliance with all covenants of the Revolving Credit Facility.
As of June 30, 2021,2023, we had U.S. dollar borrowings of $195.0$653.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 2.291% (weighted average one7.389% (three month LIBORSOFR of 0.141%5.045%), borrowings denominated in British pounds sterling of £15.8£30.2 million ($21.838.4 million U.S. dollars) with a weighted average interest rate of 2.400%6.510% (weighted average onethree month adjusted cumulative compounded SONIA of 0.050%4.177%), borrowings denominated in Australian dollars of A$13.37.8 million ($10.05.2 million U.S. dollars) with an interest rate of 2.193% (one5.759% (three month BBSW of 0.043%3.609%), borrowings denominated in Canadian dollars of C$5.4 million ($4.44.1 million U.S. dollars) with an interest rate of 2.567% (one7.194% (three month CDOR of 0.417%5.044%) and, borrowings denominated in EurosNew Zealand dollars of €46.9NZ$6.1 million ($55.63.7 million U.S. dollars) with an interest rate of 2.350% (one7.940% (three month NZBB of 5.540%) and borrowings denominated in Euros of €86.6 million ($94.5 million U.S. dollars) with an interest rate of 5.409% (three month EURIBOR of 0.000%3.242%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated StatementStatements of Operations.
SMBC Revolving Credit Facility
On March 6, 2023, we entered into a senior secured revolving credit facility (as amended, the “SMBC Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement, with Sumitomo Mitsui Banking Corporation, as administrative agent, as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto.
The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, we amended the SMBC Credit Agreement (the “SMBC Credit Facility”) to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50,000,000.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR
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Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, we will pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between us and the Administrative Agent.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., a subsidiary of our, and will be guaranteed by certain domestic subsidiaries of our that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, the Administrative Agent may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of June 30, 2023, we were in compliance with all covenants of the SMBC Credit Facility.
As of June 30, 2023, the Company had U.S. dollar borrowings of $111.5 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.241% (three month SOFR of 5.141%).
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, September 15, 2021 and October 28, 2021, respectively. The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the July 2021 NPA.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of June 30, 2023, we were in compliance with all covenants under the July 2021 NPA.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See Note 5 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
104

institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of June 30, 2023, we were in compliance with all covenants under the May 2022 NPA.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See Note 5 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 pay quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of June 30, 2023, the interest rate swap had a fair value of $(4.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes.
In connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of June 30, 2023, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of June 30, 2023, we had no secured borrowings outstanding. As of December 31, 2022, we had $18.6 million of secured borrowings (“Secured Borrowings”) outstanding, which were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which is generally within 120 days of the trade date. Our Secured Borrowings bore interest at a weighted average rate of 7.843% for the year ended December 31, 2022.
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 intendmay offer to repurchase, in each quarter, up to 5% of our shares of common stock outstanding as of the close of the previous calendar quarter, generally using a purchase price equal to the net asset value per share as of the last calendar day of the applicable quarter. However, we are not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular quarter in our discretion. The Board may amend, suspend or terminate the share repurchase program if it deems such action to be in our best interest and the best interest of our stockholders. As a result, share repurchases may not be available each quarter, stockholders may not be able to sell their shares promptly or at a desired price, and an investment in our shares is not suitable if you require short-term liquidity with respect to your investment in us. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act and subject to compliance with applicable covenants and restrictions under our financing arrangements. All shares purchased by us pursuant to the terms of each tender offer will be redeemed and thereafter will be authorized and unissued shares.
There were no share repurchases during
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During the period from May 10, 2021 (commencement of operations) tosix months ended June 30, 2021.2023, 481.464 shares were accepted for repurchase for a total value of $10,014.
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 regular monthly dividends on a quarterly basis, although the frequency of such distributions may vary.
We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, when we declare a cash dividend, stockholders who have not opted out of the DRIP will have their dividends automatically reinvested in shares of our common stock, rather than receiving cash dividends.
We intend to electhave elected for federal income tax purposes to be treated, and intend to qualify annually, as a RIC under the Code and intend to make the required distributions to our stockholders as specified therein. In order to qualify for and maintain our tax treatment as a RIC and to obtain RIC tax benefits, we must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then we will generally be required to pay income taxes only on the portion of our taxable income and gains we do not distribute (actually or constructively). We monitor our distribution requirements with the goal of ensuring compliance with the Code. We can offer no assurance that we will achieve results that will permit the payment of any level of cash distributions and our ability to make distributions will be limited by the asset coverage requirement and related provisions under the 1940 Act and contained in any applicable indenture or financing 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.
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
SubsequentThe fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investment in CPCF BPCC, Thompson Rivers and Waccamaw River
As CPCF BPCC, Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using net asset value of each company and the Company’s ownership percentage as a practical expedient. The net asset value is determined in accordance with the specialized accounting guidance for investment companies.
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of June 30, 2023 and December 31, 2022. The weighted average range of unobservable inputs is based on fair value of investments.
June 30, 2023
($ in thousands)(2)
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)
$1,620,208 Yield AnalysisMarket Yield7.5% – 30.6%11.5%Decrease
7,579 Market ApproachAdjusted EBITDA Multiple7.0x – 7.8x7.6xIncrease
77,954 Recent TransactionTransaction Price93.3% – 97.5%95.7%Increase
Subordinated debt and 2nd lien notes117,746 Yield AnalysisMarket Yield8.6% – 18.1%13.6%Decrease
5,776 Market ApproachAdjusted EBITDA Multiple11.0x11.0xIncrease
1,505 Recent TransactionTransaction Price97.0% – 98.0%97.6%Increase
Equity shares(3)
8,220 Yield AnalysisMarket Yield13.6% – 14.8%14.2%Decrease
221,246 Market ApproachAdjusted EBITDA Multiple6.5x – 40.0x11.5xIncrease
1,482 Market ApproachRevenue Multiple6.3x – 9.5x6.6xIncrease
4,896 Net Asset ApproachLiabilities$(33,951.4)$(33,951.4)Decrease
654 Recent TransactionTransaction Price$0.98 – $1.00$0.99Increase
Equity warrants1,166 Market ApproachAdjusted EBITDA Multiple7.0x – 14.5x8.4xIncrease
(1) Excludes investments with an aggregate fair value amounting to $29,727, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) For structured products, investments with an aggregate fair value amounting to $15,565, were valued by the Adviser 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 $389, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.


73
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 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)
$1,440,027 Yield AnalysisMarket Yield7.2% – 30.8%11.4%Decrease
21,921 Discounted Cash Flow AnalysisDiscount Rate13.0%13.0%Decrease
262,514 Recent TransactionTransaction Price96.7% – 100.0%97.5%Increase
Subordinated debt and 2nd lien notes(2)
125,363 Yield AnalysisMarket Yield9.3% – 16.6%13.0%Decrease
6,931 Market ApproachAdjusted EBITDA Multiple9.0x9.0xIncrease
513 Recent TransactionTransaction Price97.3%97.3%Increase
Structured products(3)
7,584 Discounted Cash Flow AnalysisDiscount Rate10.4%10.4%Decrease
Equity shares9,462 Yield AnalysisMarket Yield15.7% – 17.8%16.6%Decrease
137,680 Market ApproachAdjusted EBITDA Multiple6.5x – 43.0x10.7xIncrease
1,406 Market ApproachRevenue Multiple6.5x – 7.0x6.8xIncrease
220 Market ApproachAdjusted EBITDA/Revenue Multiple Blend5.8x5.8xIncrease
3,219 Net Asset ApproachLiabilities$(8,941.8)$(8,941.8)Decrease
5,326 Recent TransactionTransaction Price$0.00 – $4,673.00$516.37Increase
Equity warrants1,083 Market ApproachAdjusted EBITDA Multiple6.5x – 17.5x7.3xIncrease
(1) Excludes investments with an aggregate fair value amounting to $11,588, 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 $10,487, 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 $8,796, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.



74
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of June 30, 2023 and December 31, 2022, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of June 30, 2023
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $42,106 $1,735,468 $1,777,574 
Subordinated debt and 2nd lien notes
— 29,361 125,027 154,388 
Structured products— 8,500 15,565 24,065 
Equity shares57 517 236,887 237,461 
Equity warrants— — 1,166 1,166 
Investments subject to leveling$57 $80,484 $2,114,113 $2,194,654 
Investment in joint ventures(1)$30,932 
$2,225,586 
Fair Value as of December 31, 2022
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $41,442 $1,736,050 $1,777,492 
Subordinated debt and 2nd lien notes
— 20,605 143,294 163,899 
Structured products— 8,642 16,380 25,022 
Equity shares53 765 157,313 158,131 
Equity warrants— — 1,083 1,083 
Investments subject to leveling$53 $71,454 $2,054,120 $2,125,627 
Investment in joint ventures(2)$32,253 
$2,157,880 
(1)The Company’s investments in CPCF BPCC, Thompson Rivers and Waccamaw River are measured at fair value using net asset value (“NAV”) and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
(2)The Company’s investments in Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
75
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2023 and 2022:
Six Months Ended June 30, 2023
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,736,050 $143,294 $16,380 $157,313 $1,083 $2,054,120 
New investments173,950 8,712 — 67,211 — 249,873 
Transfers into Level 3, net— (8,949)— 522 — (8,427)
Proceeds from sales of investments(114,341)— — — — (114,341)
Loan origination fees received(4,085)(47)— — — (4,132)
Principal repayments received(65,844)(17,086)(714)— — (83,644)
Payment in kind interest/dividends2,281 1,008 — 2,933 — 6,222 
Accretion of loan premium/discount288 352 — — — 640 
Accretion of deferred loan origination revenue5,144 172 — — — 5,316 
Realized gain (loss)(939)(278)— — — (1,217)
Unrealized appreciation (depreciation)2,964 (2,151)(101)8,908 83 9,703 
Fair value, end of period$1,735,468 $125,027 $15,565 $236,887 $1,166 $2,114,113 
Six Months Ended June 30, 2022
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesTotal
Fair value, beginning of period$1,138,818 $92,224 $— $75,005 $1,306,047 
New investments384,424 38,158 6,000 20,463 449,045 
Transfers into Level 3, net— — 9,811 3,518 13,329 
Proceeds from sales of investments1,633 — — — 1,633 
Loan origination fees received(9,865)(647)— — (10,512)
Principal repayments received(79,269)(361)— — (79,630)
Payment in kind interest/dividends1,186 733 — — 1,919 
Accretion of loan premium/discount(9)18 — — 9 
Accretion of deferred loan origination revenue4,814 109 — — 4,923 
Realized gain (loss)(2,514)(11)— — (2,525)
Unrealized appreciation (depreciation)(27,408)(3,470)(540)17,147 (14,271)
Fair value, end of period$1,411,810 $126,753 $15,271 $116,133 $1,669,967 
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized appreciation on Level 3 investments of $7.8 million during the six months ended June 30, 2023 was related to portfolio company investments that were still held by the Company as of June 30, 2023. Pre-tax net unrealized depreciation on Level 3 investments of $13.5 million during the six months ended June 30, 2022 was related to portfolio company investments that were still held by the Company as of June 30, 2022.
76
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the six months ended June 30, 2023, the Company made investments of approximately $209.3 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the six months ended June 30, 2023, the Company made investments of $48.2 million in portfolio companies to which it was previously committed to provide such financing.
During the six months ended June 30, 2022, the Company made investments of approximately $421.1 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the six months ended June 30, 2022, the Company made investments of $68.4 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans (if any) generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company is contractually owed and recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. As of June 30, 2023, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.
Cash and Foreign Currencies
Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral for certain derivative instruments. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
Investment Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of both June 30, 2023 and December 31, 2022, the Company had one portfolio company with an investment that was on non-accrual.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
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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 six months ended June 30, 2023 and 2022 were as follows:
Three Months EndedThree Months EndedSix Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Recurring Fee Income:
Amortization of loan origination fees$2,147 $1,693 $4,341 $3,180 
Management, valuation and other fees643 453 1,206 819 
Total Recurring Fee Income2,790 2,146 5,547 3,999 
Non-Recurring Fee Income:
Prepayment fees380 — 380 — 
Acceleration of unamortized loan origination fees640 1,744 1,049 1,810 
Advisory, loan amendment and other fees114 383 302 465 
Total Non-Recurring Fee Income1,134 2,127 1,731 2,275 
Total Fee Income$3,924 $4,273 $7,278 $6,274 
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.
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.
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.
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Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of June 30, 2023 and December 31, 2022, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of June 30, 2023 and December 31, 2022, the Company’s largest single portfolio company investment represented approximately 4.9% and 4.7%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.
As of June 30, 2023, all of BPC Funding LLC’s (“BPC Funding”) assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the Revolving Credit Facility. As of June 30, 2023, all assets (other than those that are owned by BPC Funding) were pledged (or will be pledged when the related investment purchase settles) as collateral for the SMBC Credit Facility.
Financial and Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Unaudited Consolidated Statements of Operations. The fair value of the Company’s interest rate swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currency
As of June 30, 2023 the Company held 18 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 69 investments that were denominated in Euros, two investments that were 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 27 investments that were denominated in British pounds sterling. As of December 31, 2022, the Company held 18 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 65 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 29 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rates fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statements of Operations.
In addition, during both the six months ended June 30, 2023 and June 30, 2022, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company’s investments denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) – foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) – foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
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Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively). The Company has historically met its minimum distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the three and six months ended June 30, 2023, the Company recorded a net expense of $0.2 million and $0.3 million, respectively, for U.S. federal excise tax.
Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal year 2021), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
For federal income tax purposes, the cost of investments owned as of June 30, 2023 and December 31, 2022 was approximately $2,221.1 million and $2,160.8 million, respectively. As of June 30, 2023, net unrealized appreciation on the Company’s investments (tax basis) was approximately $9.2 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $92.0 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $82.8 million. As of December 31, 2022, net unrealized depreciation on the Company’s investments (tax basis) was approximately $18.2 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $83.6 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $101.8 million.
In addition, the Company has a wholly-owned taxable subsidiary (the “Taxable Subsidiary”), which holds certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not
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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 Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), if any, will be reflected net of applicable federal and state income taxes, if any, in the Company’s Unaudited Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Accounts payable and accrued liabilities” in the Company’s Unaudited Consolidated Balance Sheet. As of June 30, 2023 and December 31, 2022, the Company had a net deferred tax liability of $0.3 million and $0.2 million, respectively, pertaining to operating losses and tax basis differences related to certain partnership interests.
5. BORROWINGS
The Company had the following borrowings outstanding as of June 30, 2023 and December 31, 2022:
Issuance Date
($ in thousands)		Maturity DateInterest Rate as of June 30, 2023June 30, 2023December 31, 2022
Credit Facilities:
Revolving Credit Facility – May 11, 2021May 11, 20267.104%$799,286 $795,284 
SMBC Credit Facility – March 6, 2023March 6, 20287.241%111,500 — 
Total Credit Facilities$910,786 $795,284 
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%95,187 95,466 
July 26, 2022 – Series E Notes (1)May 10, 20276.000%52,084 52,187 
(Less: Deferred financing fees)(541)(615)
Total Notes$296,730 $297,038 
Secured Borrowing:
Secured BorrowingMarch 14, 2023N/A$— $18,559 
Total Secured Borrowing$— $18,559 
(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 201.0% as of June 30, 2023.
BNP Paribas Revolving Credit Facility
On May 11, 2021, weBPC 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
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agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding pays an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets are required to meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made approximately $120.6certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of June 30, 2023, the Company was in compliance with all covenants of the Revolving Credit Facility.
As of June 30, 2023, the Company had U.S. dollar borrowings of $653.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.389% (three month SOFR of 5.045%), borrowings denominated in British pounds sterling of £30.2 million ($38.4 million U.S. dollars) with a weighted average interest rate of 6.510% (weighted average three month adjusted cumulative compounded SONIA of 4.177%), borrowings denominated in Australian dollars of A$7.8 million ($5.2 million U.S. dollars) with an interest rate of 5.759% (three month BBSW of 3.609%), borrowings denominated in Canadian dollars of C$5.4 million ($4.1 million U.S. dollars) with an interest rate of 7.194% (three month CDOR of 5.044%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.7 million U.S. dollars) with an interest rate of 7.940% (three month NZBB of 5.540%) and borrowings denominated in Euros of €86.6 million ($94.5 million U.S. dollars) with an interest rate of 5.409% (three month EURIBOR of 3.242%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “net unrealized appreciation (depreciation) – foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
As of December 31, 2022, the Company had U.S. dollar borrowings of $653.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 6.465% (three month SOFR of 4.113%), borrowings denominated in British pounds sterling of £30.2 million ($36.3 million U.S. dollars) with a weighted average interest rate of 4.415% (weighted average three month adjusted cumulative compounded SONIA of 2.083%), borrowings denominated in Australian dollars of A$7.8 million ($5.3 million U.S dollars) with a weighted average interest rate of 5.210% (three month BBSW of 3.060%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 6.708% (three month CDOR of 4.558%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.9 million U.S. dollars) with an interest rate of 6.490% (three month NZBB of 4.090%) and borrowings denominated in Euros of €86.6 million ($92.4 million U.S. dollars) with an interest rate of 3.772% (three month EURIBOR of 1.605%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “unrealized appreciation (depreciation) – foreign currency transactions” in the Company’s Consolidated Statements of Operations.
As of June 30, 2023 and December 31, 2022, the fair value of the borrowings outstanding under the Revolving Credit Facility was $799.3 million and $795.3 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.
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SMBC Revolving Credit Facility
On March 6, 2023, the Company entered into a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent, as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto, which governs the SMBC Credit Facility. The initial principal amount of the SMBC Credit Facility is $115.0 million, subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, the Company will pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between the Company and the Administrative Agent.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to the Company varies depending upon the types of assets in the Company’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., a subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which the Company may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of the Company occurs. Upon the occurrence and during the continuation of certain event of defaults, the Administrative Agent may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of June 30, 2023, the Company was in compliance with all covenants of the SMBC Credit Facility.
As of June 30, 2023, the Company had U.S. dollar borrowings of $111.5 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.241% (three month SOFR of 5.141%).
As of June 30, 2023, the fair value of the borrowings outstanding under the SMBC Credit Facility was $111.5 million. The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
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,”
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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) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the July 2021 NPA. Interest on the July 2026 Notes is due semiannually in January and July of each year, beginning in January 2022. In addition, the Company is obligated to offer to repay the July 2026 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the July 2021 NPA, the Company may redeem the July 2026 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before January 29, 2026, a make-whole premium.
The July 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the July 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The July 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the July 2026 Notes at the time outstanding may declare all July 2026 Notes then outstanding to be immediately due and payable, subject to certain additional conditions in the event that then-outstanding July 2026 Notes are held by persons affiliated with the Company and certain of its affiliates. As of June 30, 2023, the Company was in compliance with all covenants under the July 2021 NPA.
The Company’s obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of June 30, 2023 and December 31, 2022, the fair values of the outstanding July 2026 Notes were $127.6 million and $125.9 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.
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The May 2027 Notes will mature on May 10, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the May 2022 NPA. Interest on the May 2027 Notes will be due semiannually in May and November of each year, beginning in November 2022. In addition, the Company is obligated to offer to repay the May 2027 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates. As of June 30, 2023, the Company was in compliance with all covenants under the May 2022 NPA.
The Company’s obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of June 30, 2023 and December 31, 2022, the fair values of the outstanding May 2027 Notes were $147.3 million and $147.7 million, respectively. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of June 30, 2023, the interest rate swap had a fair value of $(4.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet. 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 June 30, 2023, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet. 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.
85
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Secured Borrowings
As of June 30, 2023, the Company had no secured borrowings outstanding. As of December 31, 2022, the Company had $18.6 million of secured borrowings (“Secured Borrowings”) outstanding, which were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which is generally within 120 days of the trade date. The Company’s Secured Borrowings bore interest at a weighted average rate of 7.843% (three month SOFR of 4.587%) for the year ended December 31, 2022. As of December 31, 2022, the fair value of the Secured Borrowings was $18.6 million. The fair value of the Secured Borrowings are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of June 30, 2023 and December 31, 2022:
As of June 30, 2023
($ 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$68,655$45,93607/07/23$(198)Derivative liabilities
Foreign currency forward contract (AUD)$46,740A$68,65507/07/231,002 Derivative assets
Foreign currency forward contract (AUD)$46,242A$68,93910/10/23196 Derivative assets
Foreign currency forward contract (CAD)C$7,321$5,55107/07/23(20)Derivative liabilities
Foreign currency forward contract (CAD)$5,461C$7,32107/07/23(70)Derivative liabilities
Foreign currency forward contract (CAD)$5,361C$7,05310/10/2324 Derivative assets
Foreign currency forward contract (DKK)7,483kr.$1,10207/07/23(4)Derivative liabilities
Foreign currency forward contract (DKK)$1,1017,483kr.07/07/233 Derivative assets
Foreign currency forward contract (DKK)$1,1007,431kr.10/10/234 Derivative assets
Foreign currency forward contract (EUR)€204,324$224,04807/07/23(936)Derivative liabilities
Foreign currency forward contract (EUR)$223,627€204,32407/07/23514 Derivative assets
Foreign currency forward contract (EUR)$226,210€205,32410/10/23932 Derivative assets
Foreign currency forward contract (GBP)£57,676$73,53307/07/23(240)Derivative liabilities
Foreign currency forward contract (GBP)$71,657£57,67607/07/23(1,636)Derivative liabilities
Foreign currency forward contract (GBP)$73,540£57,67610/10/23238 Derivative assets
Foreign currency forward contract (NZD)NZ$8,422$5,20007/07/23(36)Derivative liabilities
Foreign currency forward contract (NZD)$5,297NZ$8,42207/07/23133 Derivative assets
Foreign currency forward contract (NZD)$5,254NZ$8,51510/10/2336 Derivative assets
Foreign currency forward contract (NOK)40,762kr$3,78307/07/2324 Derivative assets
Foreign currency forward contract (NOK)$3,96740,762kr07/07/23160 Derivative assets
Foreign currency forward contract (NOK)$3,84241,276kr10/10/23(25)Derivative liabilities
Foreign currency forward contract (SEK)5,829kr$54407/07/23(4)Derivative liabilities
Foreign currency forward contract (SEK)$5645,829kr07/07/2324 Derivative assets
Foreign currency forward contract (SEK)$5535,904kr10/10/233 Derivative assets
Foreign currency forward contract (CHF)5,238Fr.$5,86707/07/23(12)Derivative liabilities
Foreign currency forward contract (CHF)$5,7965,238Fr.07/07/23(57)Derivative liabilities
Foreign currency forward contract (CHF)$5,8705,186Fr.10/10/2313 Derivative assets
Total$68 
86
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2022
($ 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$61,845$41,43401/09/23$660 Derivative assets
Foreign currency forward contract (AUD)A$2,300$1,55704/11/2314 Derivative assets
Foreign currency forward contract (AUD)$40,131A$61,84501/09/23(1,964)Derivative liabilities
Foreign currency forward contract (AUD)$42,446A$63,12804/11/23(684)Derivative liabilities
Foreign currency forward contract (CAD)C$7,479$5,49101/09/2335 Derivative assets
Foreign currency forward contract (CAD)$5,473C$7,47901/09/23(53)Derivative liabilities
Foreign currency forward contract (CAD)$5,383C$7,32604/11/23(35)Derivative liabilities
Foreign currency forward contract (DKK)7,401kr.$1,05601/09/239 Derivative assets
Foreign currency forward contract (DKK)$9827,401kr.01/09/23(83)Derivative liabilities
Foreign currency forward contract (DKK)$1,0787,499kr.04/11/23(9)Derivative liabilities
Foreign currency forward contract (EUR)€187,162$198,63201/09/231,693 Derivative assets
Foreign currency forward contract (EUR)$185,138€187,16201/09/23(15,187)Derivative liabilities
Foreign currency forward contract (EUR)$199,111€186,41104/11/23(1,665)Derivative liabilities
Foreign currency forward contract (GBP)£56,336$68,03201/09/2313 Derivative assets
Foreign currency forward contract (GBP)£1,600$1,92904/11/237 Derivative assets
Foreign currency forward contract (GBP)$62,569£56,33601/09/23(5,477)Derivative liabilities
Foreign currency forward contract (GBP)$66,247£54,75604/11/23(38)Derivative liabilities
Foreign currency forward contract (NZD)NZ$8,665$5,45101/09/2346 Derivative assets
Foreign currency forward contract (NZD)$5,009NZ$8,66501/09/23(487)Derivative liabilities
Foreign currency forward contract (NZD)$5,060NZ$8,04404/11/23(46)Derivative liabilities
Foreign currency forward contract (NOK)38,802kr$3,93901/09/236 Derivative assets
Foreign currency forward contract (NOK)$3,62638,802kr01/09/23(318)Derivative liabilities
Foreign currency forward contract (NOK)$4,09740,202kr04/11/23(7)Derivative liabilities
Foreign currency forward contract (SEK)5,694kr$54701/09/23— Derivative assets
Foreign currency forward contract (SEK)$5125,694kr01/09/23(35)Derivative liabilities
Foreign currency forward contract (SEK)$5555,751kr04/11/23— Derivative liabilities
Foreign currency forward contract (CHF)18,873Fr.$19,74401/09/23689 Derivative assets
Foreign currency forward contract (CHF)$19,49118,873Fr.01/09/23(942)Derivative liabilities
Foreign currency forward contract (CHF)$5,3364,891Fr.04/11/23(12)Derivative liabilities
Total$(23,870)
As of June 30, 2023 and December 31, 2022, the total fair values of the Company’s foreign currency forward contracts were $0.1 million and $(23.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three and six months ended June 30, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months EndedSix Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Forward currency contracts$(5,873)$2,606 $(27,269)$3,563 
87
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three and six months ended June 30, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months EndedSix Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Forward currency contracts$4,805 $11,734 $23,937 $14,134 

7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of June 30, 2023 and December 31, 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of June 30, 2023 and December 31, 2022 were as follows:
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
Accurus Aerospace Corporation(1)(2)Revolver$380 $691 
Adhefin International(1)(2)(3)Delayed Draw Term Loan808 — 
Air Comm Corporation, LLC(1)(2)Delayed Draw Term Loan1,550 — 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,871 — 
Americo Chemical Products, LLC(1)(2)Revolver1,400 — 
Amtech LLC(1)Delayed Draw Term Loan909 1,818 
Amtech LLC(1)Revolver455 364 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver472 462 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,027 1,179 
Arc Education(1)(3)Delayed Draw Term Loan3,455 3,789 
Argus Bidco Limited(1)(2)(4)CAF Term Loan1,387 1,579 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan— 335 
ASC Communications, LLC(1)Revolver647 647 
Astra Bidco Limited(1)(4)Delayed Draw Term Loan727 1,059 
ATL II MRO Holdings Inc.(1)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,485 1,512 
Azalea Buyer, Inc.(1)Delayed Draw Term Loan962 962 
Azalea Buyer, Inc.(1)Revolver481 481 
Bariacum S.A(1)(3)Acquisition Facility436 961 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,490 4,783 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,697 2,697 
Brightpay Limited(1)(3)Delayed Draw Term Loan193 188 
BrightSign LLC(1)(2)Revolver370 1,109 
British Engineering Services Holdco Limited(1)(4)Acquisition/Capex Facility140 203 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 291 
Centralis Finco S.a.r.l.(1)(3)Incremental CAF Term Loan268 298 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
88
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan— 156 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan4,505 5,143 
Comply365, LLC(1)Revolver575 489 
Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan516 505 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
Direct Travel, Inc.(1)Delayed Draw Term Loan193 233 
DISA Holdings Corp.(1)Delayed Draw Term Loan1,287 1,368 
DISA Holdings Corp.(1)Revolver429 416 
DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility— 168 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,548 1,515 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan4,513 4,513 
Eclipse Business Capital, LLC(1)Revolver13,476 12,321 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan7,947 7,947 
EMI Porta Holdco LLC(1)(2)Revolver880 1,261 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan— 92 
eShipping, LLC(1)Delayed Draw Term Loan1,274 1,274 
eShipping, LLC(1)Revolver743 743 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,697 2,639 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan539 528 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver115 115 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan54 57 
Faraday(1)(3)Delayed Draw Term Loan1,955 — 
FineLine Systems(1)(2)Delayed Draw Term Loan— 478 
Finexvet(1)(2)(3)Delayed Draw Term Loan1,919 — 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan572 766 
Fortis Payment Systems, LLC(1)Delayed Draw Term Loan575 925 
FragilePak LLC(1)Delayed Draw Term Loan— 4,649 
GB Eagle Buyer, Inc.(1)Revolver3,226 3,226 
Glacis Acquisition S.A.R.L.(1)(3)Delayed Draw Term Loan7,564 7,399 
Global Academic Group Limited(1)(7)Term Loan437 451 
GPZN II GmbH(1)(2)(3)CAF Term Loan— 560 
Graphpad Software, LLC(1)(2)Delayed Draw Term Loan2,602 2,602 
Greenhill II BV(1)(3)Capex Acquisition Facility119 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan— 1,102 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan219 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan307 313 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan— 148 
Heartland, LLC(1)Delayed Draw Term Loan— 710 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
HEKA Invest(1)(3)Delayed Draw Term Loan1,136 1,111 
HTI Technology & Industries(1)Delayed Draw Term Loan1,691 1,691 
HTI Technology & Industries(1)Revolver1,128 1,128 
HW Holdco, LLC (Hanley Wood LLC)(1)Delayed Draw Term Loan— 1,074 
Innovad Group II BV(1)(3)Delayed Draw Term Loan42 200 
89
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
INOS 19-090 GmbH(1)(3)Acquisition Facility222 217 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan2,662 2,621 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan113 111 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility— 3,695 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility— 606 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan1,521 1,488 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)(2)Revolver1,232 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility729 753 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan724 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan860 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan837 819 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan255 298 
LeadsOnline, LLC(1)Revolver1,952 1,952 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan244 244 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver107 106 
Marshall Excelsior Co.(1)(2)Revolver58 216 
MC Group Ventures Corporation(1)Delayed Draw Term Loan435 467 
Mercell Holding AS(1)(8)Capex Acquisition Facility733 797 
Mertus 522. GmbH(1)(2)(3)Capex Acquisition Facility2,806 2,745 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan58 59 
Murphy Midco Limited(1)(4)Delayed Draw Term Loan89 97 
Narda Acquisitionco., Inc.(1)(2)Revolver1,059 953 
NeoxCo(1)(3)Delayed Draw Term Loan491 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility1,091 1,254 
Nexus Underwriting Management Limited(1)(2)(4)Revolver77 — 
NF Holdco, LLC(1)(2)Revolver1,479 — 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan946 925 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)(2)Revolver391 607 
OG III B.V.(1)(3)Accordion Facility— 650 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 3,407 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan806 1,008 
Options Technology Ltd.(1)(2)Delayed Draw Term Loan1,406 1,406 
OSP Hamilton Purchaser, LLC(1)Revolver715 187 
Pare SAS (SAS Maurice MARLE)(1)Delayed Draw Term Loan2,100 2,100 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,111 3,836 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Delayed Draw Term Loan6,110 5,977 
ProfitOptics, LLC(1)Revolver32 193 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan209 255 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan743 727 
90
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
QPE7 SPV1 BidCo Pty Ltd(1)(5)Accordion Facility— 2,585 
Qualified Industries, LLC(1)Revolver364 — 
Questel Unite(1)(2)(3)Incremental Term Loan2,761 2,701 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,820 2,623 
R1 Holdings, LLC(1)Revolver1,947 1,601 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan5,516 5,516 
Randys Holdings, Inc.(1)(2)Revolver1,891 1,964 
Rep Seko Merger Sub LLC(1)(2)Delayed Draw Term Loan415 520 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility— 765 
Rocade Holdings LLC(1)Preferred Equity48,000 — 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,246 2,945 
Royal Buyer, LLC(1)Revolver1,787 1,787 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,730 2,730 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility660 5,535 
SBP Holdings LP(1)Delayed Draw Term Loan1,469 — 
SBP Holdings LP(1)Revolver1,065 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan331 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,160 1,135 
Scout Bidco B.V.(1)(3)Revolver526 515 
Sereni Capital NV(1)(3)Delayed Draw Term Loan694 — 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
Simulation Software Investment Company Pty Ltd(1)Delayed Draw Term Loan408 408 
Smartling, Inc.(1)(2)Delayed Draw Term Loan— 2,076 
Smartling, Inc.(1)(2)Revolver1,038 1,038 
Soho Square III Debtco II SARL(1)(2)(4)Delayed Draw Term Loan1,192 3,383 
Solo Buyer, L.P.(1)Revolver1,596 1,995 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 665 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver98 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan7,500 7,500 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan476 451 
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 309 
Tank Holding Corp(1)(2)Delayed Draw Term Loan2,047 — 
Tank Holding Corp(1)(2)Revolver164 545 
Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,150 1,088 
Techone B.V.(1)(3)Revolver144 94 
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)Revolver2,768 2,422 
The Hilb Group, LLC(1)(2)Delayed Draw Term Loan1,834 2,537 
Trader Corporation(1)(6)Revolver353 345 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
91
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan1,509 1,509 
Union Bidco Limited(1)(2)(4)Acquisition Facility222 210 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility628 1,089 
Unither (Uniholding)(1)(3)Delayed Draw Term Loan473 — 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan3,371 3,371 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan108 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 487 
Waccamaw River LLC(2)Joint Venture— 2,480 
Whitcraft Holdings, Inc.(1)(2)Revolver2,515 — 
Woodland Foods, LLC(1)(2)Line of Credit939 330 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan2,329 2,329 
WWEC Holdings III Corp(1)(2)Revolver1,304 1,025 
Xeinadin Bidco Limited(1)(4)CAF Term Loan5,013 4,743 
ZB Holdco LLC(1)Delayed Draw Term Loan— 1,352 
ZB Holdco LLC(1)Revolver845 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,330 1,258 
Total unused commitments to extend financing$270,734 $247,730 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
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Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the six months ended June 30, 2023 and 2022:
 Six Months
Ended		Six Months
Ended
($ in thousands, except share and per share amounts)June 30, 2023June 30, 2022
Per share data:
Net asset value at beginning of period$20.55 $20.58 
Net investment income (1)1.27 0.95 
Net realized gain on investments / foreign currency transactions (1)(0.48)0.09 
Net unrealized appreciation (depreciation) on investments / foreign currency transactions (1)0.49 — 
Total increase from investment operations (1)1.28 1.04 
Dividends paid to stockholders from net investment income(1.09)(0.77)
Dividends paid to stockholders from short-term realized gains(0.02)(0.08)
Total dividends declared(1.11)(0.85)
Net asset value at end of period$20.72 $20.77 
Shares outstanding at end of period59,235,153 51,594,967 
Net assets at end of period$1,227,544 $1,071,862 
Average net assets$1,136,786 $917,222 
Ratio of total expenses to average net assets (annualized) (2)9.88 %4.41 %
Ratio of net investment income to average net assets (annualized) (2)12.55 %9.51 %
Portfolio turnover ratio (annualized)9.79 %6.45 %
Total return (3)6.35 %5.06 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies, including joint ventures.
(3)Total return is calculated as the change in NAV per share during the period, divided by the beginning NAV per share and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period.
9. SUBSEQUENT EVENTS
On July 3, 2023, the Company sold 495,173.74 unregistered shares of its common stock (with the number of shares issued being determined on July 24, 2023), for aggregate consideration of approximately $10.3 million at a price per share of $20.72, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by the Company and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder and/or Regulation S under the Securities Act.
On August 9, 2023, the Board declared regular monthly distributions for September 2023 through November 2023. The regular monthly cash distributions, each in the gross amount of $0.20 per share are payable on September 28, 2023, October 30, 2023 and November 29, 2023, to stockholders of record on September 26, 2023, October 26, 2023 and November 27, 2023, respectively.
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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three and six months ended June 30, 2023, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2022. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend, “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2022 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new commitments,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, an investment adviser that is registered with the SEC under the Advisers Act. In addition, we have elected for federal income tax purposes to be treated as a RIC under Subchapter M of the Code and expect to maintain our qualification as a RIC annually thereafter.
An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of the Advisory Agreement and the Administration Agreement.
We are a non-exchange traded, privately offered perpetual-life BDC, which $100.9 million closed and funded. The $100.9 millionis 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 investments consistindefinite duration, whose shares of $33.3 million of first liencommon 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.
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Our primary investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. We focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities. Barings employs fundamental credit analysis, and targets investments in businesses with low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk relative to other businesses in this market segment. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and seeks to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated, would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
Formation Transactions/Initial Portfolio
On May 12, 2021, shortly prior to our election to be regulated as a BDC and conversion to a Maryland corporation, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, we acquired the Initial Portfolio from MassMutual and CM Life, which comprised a select portfolio of senior secured private debt investments $4.2in, 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 Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities.
As of June 30, 2023 and December 31, 2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 10.6% and 9.9%, respectively. As of June 30, 2023 and December 31, 2022, the weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.5% and 9.8%, respectively.
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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’ $271.4 billion Global Fixed Income Platform (as of June 30, 2023) that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the U.S. and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of June 30, 2023, BIIL had approximately £15.1 billion in assets under management.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our Administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 50 investment professionals (as of June 30, 2023) located in three offices in the U.S. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and subordinated debtequity co-investments. The U.S. Investment Team averages over 20 years of industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
We have 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 Composition
The total fair value of our investment portfolio was $2,225.6 million and $2,157.9 million as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023, we had investments in 289 portfolio companies with an aggregate cost of $2,247.8 million. As of December 31, 2022, we had investments in 280 portfolio companies with an aggregate cost of $2,187.5 million. As of June 30, 2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
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As of June 30, 2023 and December 31, 2022, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio
June 30, 2023:
Senior debt and 1st lien notes
$1,813,484 81 %$1,777,574 80 %
Subordinated debt and 2nd lien notes
162,407 7 154,388 7 
Structured products27,853 1 24,065 1 
Equity shares201,321 9 237,461 11 
Equity warrants4 — 1,166 — 
Investment in joint ventures42,704 2 30,932 1 
$2,247,773 100 %$2,225,586 100 %
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
December 31, 2022:
Senior debt and 1st lien notes
$1,817,043 83 %$1,777,492 82 %
Subordinated debt and 2nd lien notes
169,463 8 163,899 8 
Structured products28,560 1 25,022 1 
Equity shares130,616 6 158,131 7 
Equity warrants4 — 1,083 — 
Investment in joint ventures41,815 2 32,253 2 
$2,187,501 100 %$2,157,880 100 %
Investment Activity
During the six months ended June 30, 2023, we made new investments totaling $82.9 million, made additional investments in existing portfolio companies totaling $105.5 million, made a $63.4new investment in a new joint venture equity portfolio company totaling $4.6 million, made additional investments in existing joint venture equity portfolio companies totaling $2.5 million and made a $62.0 million equity co-investment alongside certain affiliates in a portfolio company focusedthat specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 7 loans repaid at par totaling $52.5 million and received $30.7 million of portfolio company principal payments and sale proceeds, recognizing a net loss on directly originated, senior-secured asset-basedthese transactions of $2.6 million. In addition, we sold $114.8 million of middle-market portfolio debt investments to one of our joint ventures, realizing a gain on these transactions of $2.0 million and recognized a loss of $0.6 million on one of our debt investments that was restructured. Finally, we received $6.2 million of return of capital from one of our joint ventures.
During the six months ended June 30, 2022, we made new investments totaling $314.2 million, made additional investments in existing portfolio companies totaling $166.4 million, and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million. We had 20 loans repaid at par totaling $71.1 million and received $6.9 million of portfolio company principal payments and sale proceeds, recognizing a net loss on these transactions of $2.5 million. In addition, we received $3.5 million of return of capital from one of our joint ventures.
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Total portfolio investment activity for the six months ended June 30, 2023 and 2022 was as follows:
Six Months Ended
June 30, 2023:
($ 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$1,777,492 $163,899 $25,022 $158,131 $1,083 $32,253 $2,157,880 
New investments173,950 8,712 — 67,772 — 7,102 257,536 
Proceeds from sales of investments/return of capital(114,341)— — — — (6,214)(120,555)
Loan origination fees received(4,085)(47)— — — — (4,132)
Principal repayments received(65,878)(17,086)(714)— — — (83,678)
Payment-in-kind interest/dividends2,281 1,008 — 2,933 — — 6,222 
Accretion of loan premium/discount309 389 7 — — — 705 
Accretion of deferred loan origination revenue5,143 247 — — — — 5,390 
Realized gain (loss)(939)(278)— — — — (1,217)
Unrealized appreciation (depreciation)3,642 (2,456)(250)8,625 83 (2,209)7,435 
Fair value, end of period$1,777,574 $154,388 $24,065 $237,461 $1,166 $30,932 $2,225,586 
Six Months
Ended
June 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Investment in Joint VenturesTotal
Fair value, beginning of period$1,141,252 $114,779 $19,566 $75,040 $47,011 $1,397,648 
New investments409,918 38,158 6,000 26,547 8,859 489,482 
Proceeds from sales of investments1,633 — — — (3,487)(1,854)
Loan origination fees received(9,866)(647)— — — (10,513)
Principal repayments received(79,339)(361)— — — (79,700)
Payment-in-kind interest1,191 733 — — — 1,924 
Accretion of loan premium/discount19 23 7 — — 49 
Accretion of deferred loan origination revenue4,814 176 — — — 4,990 
Realized gain (loss)(2,514)(11)— — — (2,525)
Unrealized appreciation (depreciation)(30,027)(4,801)(1,048)16,965 (6,294)(25,205)
Fair value, end of period$1,437,081 $148,049 $24,525 $118,552 $46,089 $1,774,296 
Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of June 30, 2023, we had one portfolio company with its debt investment on non-accrual, the fair value of which was $9.6 million, which comprised 0.4% of the total fair value of our portfolio, and the cost of which was $16.8 million, which comprised 0.7% of the total cost of our portfolio. As of December 31, 2022, we had one portfolio company with its debt investment on non-accrual, the fair value of which was $6.3 million, which comprised 0.3% of the total fair value of our portfolio, and the cost of which was $16.8 million, which comprised 0.8% of the total cost of our portfolio.
A summary of our non-accrual asset as of June 30, 2023 is provided below:
Core Scientific, Inc.
During the quarter ended December 31, 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. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of June 30, 2023, the cost of our debt investment in Core Scientific was $16.8 million and the fair value of such investment was $9.6 million.
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Results of Operations
Comparison of the three and six months ended June 30, 2023 and 2022
Operating results for the three and six months ended June 30, 2023 and 2022 were as follows:
Three Months
 Ended		Three Months
 Ended		Six Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Total investment income$68,331 $34,563 $127,453 $63,854 
Total operating expenses29,447 11,775 55,851 20,234 
Net investment income before taxes38,884 22,788 71,602 43,620 
Income taxes, including excise tax expense241 3 294 3 
Net investment income after taxes38,643 22,785 71,308 43,617 
Net realized gains (losses)(5,232)1,081 (27,617)1,353 
Net unrealized appreciation (depreciation)(2,847)(11,490)27,399 129 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions(8,079)(10,409)(218)1,482 
Net increase in net assets resulting from operations$30,564 $12,376 $71,090 $45,099 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
 Ended		Three Months
 Ended		Six Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Investment income:
Total interest income$56,117 $26,394 $106,093 $47,865 
Total dividend income5,914 3,368 9,626 7,791 
Total fee and other income3,924 4,273 7,278 6,274 
Total payment-in-kind interest income2,367 528 4,438 1,924 
Interest income from cash9 — 18 — 
Total investment income$68,331 $34,563 $127,453 $63,854 
The change in total investment income for the three and six months ended June 30, 2023, as compared to the three and six months ended June 30, 2022, was primarily due to an increase in the average size our portfolio, an increase in the weighted average yield on the portfolio from higher base rates and increased payment-in-kind (“PIK”) interest income. The amount of our outstanding debt investments was $2,035.1 million as of June 30, 2023, as compared to $1,650.4 million as of June 30, 2022. The increase in the average size of our portfolio was largely due to the increased middle-market companies.investment and special situation investment opportunities. The weighted average yield on the principal amount of theour outstanding debt investments, other than non-accrual debt investments was 7.4%10.6% as of June 30, 2023, as compared to 7.5% as of June 30, 2022. For the three and six months ended June 30, 2023, dividends from portfolio companies and joint venture investments were $5.9 million and $9.6 million, respectively, as compared to $3.4 million and $7.8 million for the three and six months ended June 30, 2022, respectively. For the three and six months ended June 30, 2023, PIK interest income was $2.4 million and $4.4 million, respectively, as compared to $0.5 million and $1.9 million for the three and six months ended June 30, 2022, respectively.
Operating Expenses
Three Months
 Ended		Three Months
 Ended		Six Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Operating expenses:
Interest and other financing fees$21,110 $7,446 $39,672 $12,522 
Base management fees4,218 2,850 8,067 5,018 
Incentive fee2,742 — 5,337 — 
Other general and administrative expenses1,377 1,479 2,775 2,694 
Total operating expenses$29,447 $11,775 $55,851 $20,234 
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Interest and Other Financing Fees
Interest and other financing fees during the three and six months ended June 30, 2023 were attributable to borrowings under the Revolving Credit Facility, the SMBC Credit Facility, the July 2026 Notes, the May 2027 Notes and Secured Borrowings (each as defined below under “Financial Condition, Liquidity and Capital Resources”). Interest and other financing fees during the three and six months ended June 30, 2022 were attributable to borrowings under the Revolving Credit Facility, the July 2026 Notes and the Series D May 2027 Notes. The increase in interest and other financing fees for the three and six months ended June 30, 2023 as compared to the three and six months ended June 30, 2022, was primarily attributable to interest on the SMBC Facility, Secured Borrowings, Series E May 2027 Notes and an increase in the weighted average interest rate on the Revolving Credit Facility. The weighted average interest on the Revolving Credit Facility was 7.1% as of June 30, 2023, as compared to 3.2% as of June 30, 2022.
Base Management Fee
Under the Advisory Agreement, we pay Barings a base management fee quarterly in arrears on a calendar quarter basis. The base management fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. The base management fee for any partial quarter is appropriately pro-rated. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangement thereunder. For the three and six months ended June 30, 2023, the amount of base management fees incurred were approximately $4.2 million and $8.1 million, respectively. For the three and six months ended June 30, 2022, the amount of base management fees incurred were approximately $2.8 million and $5.0 million, respectively. The increase in the Base Management Fee for the three and six months ended June 30, 2023 versus the corresponding 2022 periods is primarily related to the average value of gross assets increasing from $1,519.8 million as of the end of the two most recently completed calendar quarters prior to June 30, 2022 to $2,249.8 million as of the end of the two most recently completed calendar quarters prior to June 30, 2023.
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 the three and six months ended June 30, 2023, the amount of incentive fee incurred was approximately $2.7 million and $5.3 million, respectively. For the three and six months ended June 30, 2022, we did not incur any incentive fees because the incentive fee was not 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.
Other General and Administrative Expenses
Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. For the three and six months ended June 30, 2023, the amount of administration expense incurred and invoiced by Barings for expenses was $0.4 million and $1.0 million, respectively. For the three and six months ended June 30, 2022, the amount of administration expense incurred and invoiced by Barings for expenses was $0.5 million and $0.9 million, respectively. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include Board fees, D&O insurance costs, offering costs, legal and accounting expenses and other costs related to our operations.
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Net Realized Gains (Losses)
Net realized gains (losses) during the three and six months ended June 30, 2023 and 2022 were as follows:
Three Months
 Ended		Three Months
 Ended		Six Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Net realized gains (losses):
Non-Control / Non-Affiliate investments$(40)$(2,382)$(1,217)$(2,525)
Net realized gains (losses) on investments(40)(2,382)(1,217)(2,525)
Foreign currency transactions(5,192)3,463 (26,400)3,878 
Net realized gains (losses)$(5,232)$1,081 $(27,617)$1,353 
During the three months ended June 30, 2023, we recognized net realized losses totaling $5.2 million, which consisted primarily of a net loss on foreign currency transactions of $5.2 million. During the six months ended June 30, 2023, we recognized net realized losses totaling $27.6 million, which consisted primarily of a net loss on foreign currency transactions of $26.4 million and a net loss on our loan portfolio of $1.2 million.
During the three months ended June 30, 2022, we recognized net realized gains totaling $1.1 million, which consisted primarily of a net gain on foreign currency transactions of $3.5 million, partially offset by a net loss on our loan portfolio of $2.4 million. During the six months ended June 30, 2022, we recognized net realized gains totaling $1.4 million, which consisted primarily of a net gain on foreign currency transactions of $3.9 million, partially offset by a net loss on our loan portfolio of $2.5 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three and six months ended June 30, 2023 and 2022 were as follows:
Three Months
 Ended		Three Months
 Ended		Six Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments$(6,886)$(29,162)$2,090 $(35,284)
Affiliate investments425 (4,323)5,227 9,958 
Net unrealized appreciation (depreciation) on investments(6,461)(33,485)7,317 (25,326)
Foreign currency transactions3,614 21,995 20,082 25,455 
Net unrealized appreciation (depreciation)$(2,847)$(11,490)$27,399 $129 
During the three months ended June 30, 2023, we recorded net unrealized depreciation totaling $2.8 million, consisting of net unrealized depreciation on our current portfolio of $6.2 million and net unrealized depreciation reclassification adjustments of $0.3 million related to the net realized gains on the sales / repayments of certain investments, partially offset by net unrealized appreciation related to foreign currency transactions of $3.6 million. The net unrealized depreciation on our current portfolio of $6.2 million was driven primarily by the impact of credit or fundamental performance of investments of $6.3 million and broad market moves for investments of 3.0 million, partially offset by foreign currency exchange rates on investments of $3.1 million.
During the six months ended June 30, 2023, we recorded net unrealized appreciation totaling $27.4 million, consisting of net unrealized appreciation on our current portfolio of $5.5 million, net unrealized appreciation reclassification adjustments of $2.0 million related to the net realized losses on the sales / repayments of certain investments and net unrealized appreciation related to foreign currency transactions of $20.1 million, partially offset by deferred taxes of $0.1 million. The net unrealized appreciation on our current portfolio of $5.5 million was driven primarily by the impact of foreign currency exchange rates on investments of $10.1 million, partially offset by credit or fundamental performance of investments of $1.1 million and broad market moves for investments of $3.6 million.
During the three months ended June 30, 2022, we recorded net unrealized depreciation totaling $11.5 million, consisting of net unrealized depreciation on our current portfolio of $32.9 million and net unrealized depreciation reclassification adjustments of $0.6 million, partially offset by net unrealized appreciation related to foreign currency transactions of $22.0 million. The net unrealized depreciation on our current portfolio of $32.9 million was driven primarily by the impact of foreign currency exchange rates on investments of $23.9 million, broad market moves for investments of $8.6 million and credit or fundamental performance of investments of $0.4 million.
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During the six months ended June 30, 2022, we recorded net unrealized appreciation totaling $0.1 million, consisting of net unrealized appreciation related to foreign currency transactions of $25.5 million, partially offset by net unrealized depreciation reclassification adjustments of $0.8 million and net unrealized depreciation on our current portfolio of $24.4 million and deferred tax liability of $0.1 million. The net unrealized depreciation on our current portfolio of $24.4 million was driven primarily by the impact of foreign currency exchange rates on investments of $28.0 million and broad market moves for investments of $13.6 million, partially offset by credit or fundamental performance of investments of $17.2 million.
Financial Condition, Liquidity and Capital Resources
We believe that our current cash and cash equivalents on hand, our available borrowing capacity under the Revolving Credit Facility and the SMBC Credit Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. In addition, we 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.
On May 13, 2021, our stockholders approved a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of stockholder approval, effective May 14, 2021, our applicable minimum asset coverage ratio under the 1940 Act was decreased to 150% from 200%. Thus, we are permitted under the 1940 Act, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. Our asset coverage ratio was 201.0% as of June 30, 2023.
Cash Flows
For the six months ended June 30, 2023, we experienced a net increase in cash in the amount of $93.3 million. During that period, our operating activities used $66.6 million in cash, consisting primarily of purchases of portfolio investments of $343.2 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $254.8 million. In addition, our financing activities provided net cash of $159.9 million, consisting primarily of net borrowings of $111.5 million under the SMBC Credit Facility and proceeds from the issuance of common stock of $129.7 million, partially offset by dividends paid in the amount of $60.5 million and net repayments of our secured borrowings of $18.6 million. As of June 30, 2023, we had $184.8 million of previously committedcash on hand, including foreign currencies.
For the six months ended June 30, 2022, we experienced a net increase in cash in the amount of $73.7 million. During that period, our operating activities used $378.0 million in cash, consisting primarily of purchases of portfolio investments of $499.8 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $80.3 million. In addition, our financing activities provided net cash of $451.7 million, consisting primarily of net borrowings of $160.4 million under the Revolving Credit Facility, net proceeds from the issuance of the May 2027 Notes of $99.9 million and proceeds from the issuance of common stock of $231.4 million, partially offset by dividends paid in the amount of $39.0 million. As of June 30, 2022, we had $197.2 million of cash on hand, including foreign currencies.
Financing Transactions
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding, our wholly-owned subsidiary, entered into a senior secured revolving credit facility with BNP Paribas (“BNPP”) (as amended, the “Revolving Credit Facility”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and we serve as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month 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
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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 June 30, 2023, we were in compliance with all covenants of the Revolving Credit Facility.
As of June 30, 2023, we had U.S. dollar borrowings of $653.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.389% (three month SOFR of 5.045%), borrowings denominated in British pounds sterling of £30.2 million ($38.4 million U.S. dollars) with a weighted average interest rate of 6.510% (weighted average three month adjusted cumulative compounded SONIA of 4.177%), borrowings denominated in Australian dollars of A$7.8 million ($5.2 million U.S. dollars) with an interest rate of 5.759% (three month BBSW of 3.609%), borrowings denominated in Canadian dollars of C$5.4 million ($4.1 million U.S. dollars) with an interest rate of 7.194% (three month CDOR of 5.044%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.7 million U.S. dollars) with an interest rate of 7.940% (three month NZBB of 5.540%) and borrowings denominated in Euros of €86.6 million ($94.5 million U.S. dollars) with an interest rate of 5.409% (three month EURIBOR of 3.242%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
SMBC Revolving Credit Facility
On March 6, 2023, we entered into a senior secured revolving credit facility (as amended, the “SMBC Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement, with Sumitomo Mitsui Banking Corporation, as administrative agent, as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto.
The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, we amended the SMBC Credit Agreement (the “SMBC Credit Facility”) to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50,000,000.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR
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Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, we will pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between us and the Administrative Agent.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., a subsidiary of our, and will be guaranteed by certain domestic subsidiaries of our that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, the Administrative Agent may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of June 30, 2023, we were in compliance with all covenants of the SMBC Credit Facility.
As of June 30, 2023, the Company had U.S. dollar borrowings of $111.5 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.241% (three month SOFR of 5.141%).
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. As of June 30, 2023, we were in compliance with all covenants under the July 2021 NPA.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 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 declared a quarterly distributionMay 10, 2022, we entered into the May 2022 NPA governing the issuance of $0.40 per share payable on September 15, 2021(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 holders of record as of September 8, 2021.
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 ourqualified
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estimates, including thoseinstitutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of June 30, 2023, we were in compliance with all covenants under the May 2022 NPA.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See Note 5 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 pay quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the matters described below. These estimates areSeries 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 June 30, 2023, the interest rate swap had a fair value of $(4.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes.
In connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the informationSeries 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 June 30, 2023, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of June 30, 2023, we had no secured borrowings outstanding. As of December 31, 2022, we had $18.6 million of secured borrowings (“Secured Borrowings”) outstanding, which were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which is currently availablegenerally within 120 days of the trade date. Our Secured Borrowings bore interest at a weighted average rate of 7.843% for the year ended December 31, 2022.
Share Repurchase Program
At the discretion of the Board, we commenced a share repurchase program in which we may offer to usrepurchase, 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 on various other assumptionsmay choose to repurchase only some, or even none, of the shares 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
The most significant estimate inherentstockholders. 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 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, Fair Value Measurementssubject to compliance with applicable covenants and Disclosures, or ASC Topic 820. Our current valuation policyrestrictions under our financing arrangements. All shares purchased by us pursuant to the terms of each tender offer will be redeemed and processesthereafter will be authorized and unissued shares.
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During the six months ended June 30, 2023, 481.464 shares were established by Barings and were approvedaccepted for repurchase for a total value of $10,014.
Distributions to Stockholders
We intend to 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 regular monthly dividends on a quarterly 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 have elected for federal income tax purposes to be treated, and intend to qualify annually, 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). 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.next tax year through a dividend declared prior to filing the final tax return related to the year which generated such income.
There is no single standardICTI generally differs from net investment income 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, changesfinancial reporting purposes due to temporary and permanent differences in the market environmentrecognition of income and other eventsexpenses. 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 may occurare 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 causebe 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 ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
Barings has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets we hold. Barings uses independent third-party providers to price the portfolio, butare not included 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 processtaxable income until they are deemed to be market observable. While Barings is not provided access to proprietary models of the vendors,realized.
48

the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process Barings continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. Barings believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
Our money market fund investments are generally valued using Level 1 inputs and our equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. Our syndicated senior secured loans (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 theirthe 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.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from
72
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investment in CPCF BPCC, Thompson Rivers and Waccamaw River
As CPCF BPCC, Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using net asset value of each company and the Company’s ownership percentage as a practical expedient. The net asset value is determined in accordance with the specialized accounting guidance for investment companies.
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of June 30, 2023 and December 31, 2022. The weighted average range of unobservable inputs is based on fair value of investments.
June 30, 2023
($ in thousands)(2)
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)
$1,620,208 Yield AnalysisMarket Yield7.5% – 30.6%11.5%Decrease
7,579 Market ApproachAdjusted EBITDA Multiple7.0x – 7.8x7.6xIncrease
77,954 Recent TransactionTransaction Price93.3% – 97.5%95.7%Increase
Subordinated debt and 2nd lien notes117,746 Yield AnalysisMarket Yield8.6% – 18.1%13.6%Decrease
5,776 Market ApproachAdjusted EBITDA Multiple11.0x11.0xIncrease
1,505 Recent TransactionTransaction Price97.0% – 98.0%97.6%Increase
Equity shares(3)
8,220 Yield AnalysisMarket Yield13.6% – 14.8%14.2%Decrease
221,246 Market ApproachAdjusted EBITDA Multiple6.5x – 40.0x11.5xIncrease
1,482 Market ApproachRevenue Multiple6.3x – 9.5x6.6xIncrease
4,896 Net Asset ApproachLiabilities$(33,951.4)$(33,951.4)Decrease
654 Recent TransactionTransaction Price$0.98 – $1.00$0.99Increase
Equity warrants1,166 Market ApproachAdjusted EBITDA Multiple7.0x – 14.5x8.4xIncrease
(1) Excludes investments with an aggregate fair value amounting to $29,727, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.
(2) For structured products, investments with an aggregate fair value amounting to $15,565, were valued by the Adviser 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 $389, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.


73
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 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)
$1,440,027 Yield AnalysisMarket Yield7.2% – 30.8%11.4%Decrease
21,921 Discounted Cash Flow AnalysisDiscount Rate13.0%13.0%Decrease
262,514 Recent TransactionTransaction Price96.7% – 100.0%97.5%Increase
Subordinated debt and 2nd lien notes(2)
125,363 Yield AnalysisMarket Yield9.3% – 16.6%13.0%Decrease
6,931 Market ApproachAdjusted EBITDA Multiple9.0x9.0xIncrease
513 Recent TransactionTransaction Price97.3%97.3%Increase
Structured products(3)
7,584 Discounted Cash Flow AnalysisDiscount Rate10.4%10.4%Decrease
Equity shares9,462 Yield AnalysisMarket Yield15.7% – 17.8%16.6%Decrease
137,680 Market ApproachAdjusted EBITDA Multiple6.5x – 43.0x10.7xIncrease
1,406 Market ApproachRevenue Multiple6.5x – 7.0x6.8xIncrease
220 Market ApproachAdjusted EBITDA/Revenue Multiple Blend5.8x5.8xIncrease
3,219 Net Asset ApproachLiabilities$(8,941.8)$(8,941.8)Decrease
5,326 Recent TransactionTransaction Price$0.00 – $4,673.00$516.37Increase
Equity warrants1,083 Market ApproachAdjusted EBITDA Multiple6.5x – 17.5x7.3xIncrease
(1) Excludes investments with an aggregate fair value amounting to $11,588, 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 $10,487, 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 $8,796, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.



74
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of June 30, 2023 and December 31, 2022, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 Fair Value as of June 30, 2023
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $42,106 $1,735,468 $1,777,574 
Subordinated debt and 2nd lien notes
— 29,361 125,027 154,388 
Structured products— 8,500 15,565 24,065 
Equity shares57 517 236,887 237,461 
Equity warrants— — 1,166 1,166 
Investments subject to leveling$57 $80,484 $2,114,113 $2,194,654 
Investment in joint ventures(1)$30,932 
$2,225,586 
Fair Value as of December 31, 2022
($ in thousands)Level 1Level 2Level 3Total
Senior debt and 1st lien notes
$— $41,442 $1,736,050 $1,777,492 
Subordinated debt and 2nd lien notes
— 20,605 143,294 163,899 
Structured products— 8,642 16,380 25,022 
Equity shares53 765 157,313 158,131 
Equity warrants— — 1,083 1,083 
Investments subject to leveling$53 $71,454 $2,054,120 $2,125,627 
Investment in joint ventures(2)$32,253 
$2,157,880 
(1)The Company’s investments in CPCF BPCC, Thompson Rivers and Waccamaw River are measured at fair value using net asset value (“NAV”) and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
(2)The Company’s investments in Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
75
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2023 and 2022:
Six Months Ended June 30, 2023
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesEquity WarrantsTotal
Fair value, beginning of period$1,736,050 $143,294 $16,380 $157,313 $1,083 $2,054,120 
New investments173,950 8,712 — 67,211 — 249,873 
Transfers into Level 3, net— (8,949)— 522 — (8,427)
Proceeds from sales of investments(114,341)— — — — (114,341)
Loan origination fees received(4,085)(47)— — — (4,132)
Principal repayments received(65,844)(17,086)(714)— — (83,644)
Payment in kind interest/dividends2,281 1,008 — 2,933 — 6,222 
Accretion of loan premium/discount288 352 — — — 640 
Accretion of deferred loan origination revenue5,144 172 — — — 5,316 
Realized gain (loss)(939)(278)— — — (1,217)
Unrealized appreciation (depreciation)2,964 (2,151)(101)8,908 83 9,703 
Fair value, end of period$1,735,468 $125,027 $15,565 $236,887 $1,166 $2,114,113 
Six Months Ended June 30, 2022
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity SharesTotal
Fair value, beginning of period$1,138,818 $92,224 $— $75,005 $1,306,047 
New investments384,424 38,158 6,000 20,463 449,045 
Transfers into Level 3, net— — 9,811 3,518 13,329 
Proceeds from sales of investments1,633 — — — 1,633 
Loan origination fees received(9,865)(647)— — (10,512)
Principal repayments received(79,269)(361)— — (79,630)
Payment in kind interest/dividends1,186 733 — — 1,919 
Accretion of loan premium/discount(9)18 — — 9 
Accretion of deferred loan origination revenue4,814 109 — — 4,923 
Realized gain (loss)(2,514)(11)— — (2,525)
Unrealized appreciation (depreciation)(27,408)(3,470)(540)17,147 (14,271)
Fair value, end of period$1,411,810 $126,753 $15,271 $116,133 $1,669,967 
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized appreciation on Level 3 investments of $7.8 million during the six months ended June 30, 2023 was related to portfolio company investments that were still held by the Company as of June 30, 2023. Pre-tax net unrealized depreciation on Level 3 investments of $13.5 million during the six months ended June 30, 2022 was related to portfolio company investments that were still held by the Company as of June 30, 2022.
76
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
During the six months ended June 30, 2023, the Company made investments of approximately $209.3 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the six months ended June 30, 2023, the Company made investments of $48.2 million in portfolio companies to which it was previously committed to provide such financing.
During the six months ended June 30, 2022, the Company made investments of approximately $421.1 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the six months ended June 30, 2022, the Company made investments of $68.4 million in portfolio companies to which it was previously committed to provide such financing.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans (if any) generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company is contractually owed and recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. As of June 30, 2023, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.
Cash and Foreign Currencies
Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral for certain derivative instruments. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
Investment Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of both June 30, 2023 and December 31, 2022, the Company had one portfolio company with an investment that was on non-accrual.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
77
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 six months ended June 30, 2023 and 2022 were as follows:
Three Months EndedThree Months EndedSix Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Recurring Fee Income:
Amortization of loan origination fees$2,147 $1,693 $4,341 $3,180 
Management, valuation and other fees643 453 1,206 819 
Total Recurring Fee Income2,790 2,146 5,547 3,999 
Non-Recurring Fee Income:
Prepayment fees380 — 380 — 
Acceleration of unamortized loan origination fees640 1,744 1,049 1,810 
Advisory, loan amendment and other fees114 383 302 465 
Total Non-Recurring Fee Income1,134 2,127 1,731 2,275 
Total Fee Income$3,924 $4,273 $7,278 $6,274 
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.
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.
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.
78
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of June 30, 2023 and December 31, 2022, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of June 30, 2023 and December 31, 2022, the Company’s largest single portfolio company investment represented approximately 4.9% and 4.7%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.
As of June 30, 2023, all of BPC Funding LLC’s (“BPC Funding”) assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the Revolving Credit Facility. As of June 30, 2023, all assets (other than those that are owned by BPC Funding) were pledged (or will be pledged when the related investment purchase settles) as collateral for the SMBC Credit Facility.
Financial and Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Unaudited Consolidated Statements of Operations. The fair value of the Company’s interest rate swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currency
As of June 30, 2023 the Company held 18 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 69 investments that were denominated in Euros, two investments that were 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 27 investments that were denominated in British pounds sterling. As of December 31, 2022, the Company held 18 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 65 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 29 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rates fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statements of Operations.
In addition, during both the six months ended June 30, 2023 and June 30, 2022, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company’s investments denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) – foreign currency transactions” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) – foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
79
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively). The Company has historically met its minimum distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the three and six months ended June 30, 2023, the Company recorded a net expense of $0.2 million and $0.3 million, respectively, for U.S. federal excise tax.
Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal year 2021), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
For federal income tax purposes, the cost of investments owned as of June 30, 2023 and December 31, 2022 was approximately $2,221.1 million and $2,160.8 million, respectively. As of June 30, 2023, net unrealized appreciation on the Company’s investments (tax basis) was approximately $9.2 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $92.0 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $82.8 million. As of December 31, 2022, net unrealized depreciation on the Company’s investments (tax basis) was approximately $18.2 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $83.6 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $101.8 million.
In addition, the Company has a wholly-owned taxable subsidiary (the “Taxable Subsidiary”), which holds certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not
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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 Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), if any, will be reflected net of applicable federal and state income taxes, if any, in the Company’s Unaudited Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Accounts payable and accrued liabilities” in the Company’s Unaudited Consolidated Balance Sheet. As of June 30, 2023 and December 31, 2022, the Company had a net deferred tax liability of $0.3 million and $0.2 million, respectively, pertaining to operating losses and tax basis differences related to certain partnership interests.
5. BORROWINGS
The Company had the following borrowings outstanding as of June 30, 2023 and December 31, 2022:
Issuance Date
($ in thousands)		Maturity DateInterest Rate as of June 30, 2023June 30, 2023December 31, 2022
Credit Facilities:
Revolving Credit Facility – May 11, 2021May 11, 20267.104%$799,286 $795,284 
SMBC Credit Facility – March 6, 2023March 6, 20287.241%111,500 — 
Total Credit Facilities$910,786 $795,284 
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%95,187 95,466 
July 26, 2022 – Series E Notes (1)May 10, 20276.000%52,084 52,187 
(Less: Deferred financing fees)(541)(615)
Total Notes$296,730 $297,038 
Secured Borrowing:
Secured BorrowingMarch 14, 2023N/A$— $18,559 
Total Secured Borrowing$— $18,559 
(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 201.0% as of June 30, 2023.
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding, the Company’s wholly-owned subsidiary, entered into the Revolving Credit Facility with BNP Paribas (“BNPP”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and the Company serves as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month LIBOR, 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
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agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding pays an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets are required to meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of June 30, 2023, the Company was in compliance with all covenants of the Revolving Credit Facility.
As of June 30, 2023, the Company had U.S. dollar borrowings of $653.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.389% (three month SOFR of 5.045%), borrowings denominated in British pounds sterling of £30.2 million ($38.4 million U.S. dollars) with a weighted average interest rate of 6.510% (weighted average three month adjusted cumulative compounded SONIA of 4.177%), borrowings denominated in Australian dollars of A$7.8 million ($5.2 million U.S. dollars) with an interest rate of 5.759% (three month BBSW of 3.609%), borrowings denominated in Canadian dollars of C$5.4 million ($4.1 million U.S. dollars) with an interest rate of 7.194% (three month CDOR of 5.044%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.7 million U.S. dollars) with an interest rate of 7.940% (three month NZBB of 5.540%) and borrowings denominated in Euros of €86.6 million ($94.5 million U.S. dollars) with an interest rate of 5.409% (three month EURIBOR of 3.242%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “net unrealized appreciation (depreciation) – foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
As of December 31, 2022, the Company had U.S. dollar borrowings of $653.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 6.465% (three month SOFR of 4.113%), borrowings denominated in British pounds sterling of £30.2 million ($36.3 million U.S. dollars) with a weighted average interest rate of 4.415% (weighted average three month adjusted cumulative compounded SONIA of 2.083%), borrowings denominated in Australian dollars of A$7.8 million ($5.3 million U.S dollars) with a weighted average interest rate of 5.210% (three month BBSW of 3.060%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 6.708% (three month CDOR of 4.558%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.9 million U.S. dollars) with an interest rate of 6.490% (three month NZBB of 4.090%) and borrowings denominated in Euros of €86.6 million ($92.4 million U.S. dollars) with an interest rate of 3.772% (three month EURIBOR of 1.605%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “unrealized appreciation (depreciation) – foreign currency transactions” in the Company’s Consolidated Statements of Operations.
As of June 30, 2023 and December 31, 2022, the fair value of the borrowings outstanding under the Revolving Credit Facility was $799.3 million and $795.3 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.
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SMBC Revolving Credit Facility
On March 6, 2023, the Company entered into a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent, as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto, which governs the SMBC Credit Facility. The initial principal amount of the SMBC Credit Facility is $115.0 million, subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, the Company will pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between the Company and the Administrative Agent.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to the Company varies depending upon the types of assets in the Company’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., a subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which the Company may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of the Company occurs. Upon the occurrence and during the continuation of certain event of defaults, the Administrative Agent may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of June 30, 2023, the Company was in compliance with all covenants of the SMBC Credit Facility.
As of June 30, 2023, the Company had U.S. dollar borrowings of $111.5 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.241% (three month SOFR of 5.141%).
As of June 30, 2023, the fair value of the borrowings outstanding under the SMBC Credit Facility was $111.5 million. The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
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,”
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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) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the July 2021 NPA. Interest on the July 2026 Notes is due semiannually in January and July of each year, beginning in January 2022. In addition, the Company is obligated to offer to repay the July 2026 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the July 2021 NPA, the Company may redeem the July 2026 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before January 29, 2026, a make-whole premium.
The July 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the July 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The July 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the July 2026 Notes at the time outstanding may declare all July 2026 Notes then outstanding to be immediately due and payable, subject to certain additional conditions in the event that then-outstanding July 2026 Notes are held by persons affiliated with the Company and certain of its affiliates. As of June 30, 2023, the Company was in compliance with all covenants under the July 2021 NPA.
The Company’s obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of June 30, 2023 and December 31, 2022, the fair values of the outstanding July 2026 Notes were $127.6 million and $125.9 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.
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The May 2027 Notes will mature on May 10, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the May 2022 NPA. Interest on the May 2027 Notes will be due semiannually in May and November of each year, beginning in November 2022. In addition, the Company is obligated to offer to repay the May 2027 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 10, 2026, a make-whole premium.
The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.
The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates. As of June 30, 2023, the Company was in compliance with all covenants under the May 2022 NPA.
The Company’s obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of June 30, 2023 and December 31, 2022, the fair values of the outstanding May 2027 Notes were $147.3 million and $147.7 million, respectively. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of June 30, 2023, the interest rate swap had a fair value of $(4.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet. 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 June 30, 2023, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet. 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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Secured Borrowings
As of June 30, 2023, the Company had no secured borrowings outstanding. As of December 31, 2022, the Company had $18.6 million of secured borrowings (“Secured Borrowings”) outstanding, which were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which is generally within 120 days of the trade date. The Company’s Secured Borrowings bore interest at a weighted average rate of 7.843% (three month SOFR of 4.587%) for the year ended December 31, 2022. As of December 31, 2022, the fair value of the Secured Borrowings was $18.6 million. The fair value of the Secured Borrowings are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of June 30, 2023 and December 31, 2022:
As of June 30, 2023
($ 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$68,655$45,93607/07/23$(198)Derivative liabilities
Foreign currency forward contract (AUD)$46,740A$68,65507/07/231,002 Derivative assets
Foreign currency forward contract (AUD)$46,242A$68,93910/10/23196 Derivative assets
Foreign currency forward contract (CAD)C$7,321$5,55107/07/23(20)Derivative liabilities
Foreign currency forward contract (CAD)$5,461C$7,32107/07/23(70)Derivative liabilities
Foreign currency forward contract (CAD)$5,361C$7,05310/10/2324 Derivative assets
Foreign currency forward contract (DKK)7,483kr.$1,10207/07/23(4)Derivative liabilities
Foreign currency forward contract (DKK)$1,1017,483kr.07/07/233 Derivative assets
Foreign currency forward contract (DKK)$1,1007,431kr.10/10/234 Derivative assets
Foreign currency forward contract (EUR)€204,324$224,04807/07/23(936)Derivative liabilities
Foreign currency forward contract (EUR)$223,627€204,32407/07/23514 Derivative assets
Foreign currency forward contract (EUR)$226,210€205,32410/10/23932 Derivative assets
Foreign currency forward contract (GBP)£57,676$73,53307/07/23(240)Derivative liabilities
Foreign currency forward contract (GBP)$71,657£57,67607/07/23(1,636)Derivative liabilities
Foreign currency forward contract (GBP)$73,540£57,67610/10/23238 Derivative assets
Foreign currency forward contract (NZD)NZ$8,422$5,20007/07/23(36)Derivative liabilities
Foreign currency forward contract (NZD)$5,297NZ$8,42207/07/23133 Derivative assets
Foreign currency forward contract (NZD)$5,254NZ$8,51510/10/2336 Derivative assets
Foreign currency forward contract (NOK)40,762kr$3,78307/07/2324 Derivative assets
Foreign currency forward contract (NOK)$3,96740,762kr07/07/23160 Derivative assets
Foreign currency forward contract (NOK)$3,84241,276kr10/10/23(25)Derivative liabilities
Foreign currency forward contract (SEK)5,829kr$54407/07/23(4)Derivative liabilities
Foreign currency forward contract (SEK)$5645,829kr07/07/2324 Derivative assets
Foreign currency forward contract (SEK)$5535,904kr10/10/233 Derivative assets
Foreign currency forward contract (CHF)5,238Fr.$5,86707/07/23(12)Derivative liabilities
Foreign currency forward contract (CHF)$5,7965,238Fr.07/07/23(57)Derivative liabilities
Foreign currency forward contract (CHF)$5,8705,186Fr.10/10/2313 Derivative assets
Total$68 
86
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2022
($ 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$61,845$41,43401/09/23$660 Derivative assets
Foreign currency forward contract (AUD)A$2,300$1,55704/11/2314 Derivative assets
Foreign currency forward contract (AUD)$40,131A$61,84501/09/23(1,964)Derivative liabilities
Foreign currency forward contract (AUD)$42,446A$63,12804/11/23(684)Derivative liabilities
Foreign currency forward contract (CAD)C$7,479$5,49101/09/2335 Derivative assets
Foreign currency forward contract (CAD)$5,473C$7,47901/09/23(53)Derivative liabilities
Foreign currency forward contract (CAD)$5,383C$7,32604/11/23(35)Derivative liabilities
Foreign currency forward contract (DKK)7,401kr.$1,05601/09/239 Derivative assets
Foreign currency forward contract (DKK)$9827,401kr.01/09/23(83)Derivative liabilities
Foreign currency forward contract (DKK)$1,0787,499kr.04/11/23(9)Derivative liabilities
Foreign currency forward contract (EUR)€187,162$198,63201/09/231,693 Derivative assets
Foreign currency forward contract (EUR)$185,138€187,16201/09/23(15,187)Derivative liabilities
Foreign currency forward contract (EUR)$199,111€186,41104/11/23(1,665)Derivative liabilities
Foreign currency forward contract (GBP)£56,336$68,03201/09/2313 Derivative assets
Foreign currency forward contract (GBP)£1,600$1,92904/11/237 Derivative assets
Foreign currency forward contract (GBP)$62,569£56,33601/09/23(5,477)Derivative liabilities
Foreign currency forward contract (GBP)$66,247£54,75604/11/23(38)Derivative liabilities
Foreign currency forward contract (NZD)NZ$8,665$5,45101/09/2346 Derivative assets
Foreign currency forward contract (NZD)$5,009NZ$8,66501/09/23(487)Derivative liabilities
Foreign currency forward contract (NZD)$5,060NZ$8,04404/11/23(46)Derivative liabilities
Foreign currency forward contract (NOK)38,802kr$3,93901/09/236 Derivative assets
Foreign currency forward contract (NOK)$3,62638,802kr01/09/23(318)Derivative liabilities
Foreign currency forward contract (NOK)$4,09740,202kr04/11/23(7)Derivative liabilities
Foreign currency forward contract (SEK)5,694kr$54701/09/23— Derivative assets
Foreign currency forward contract (SEK)$5125,694kr01/09/23(35)Derivative liabilities
Foreign currency forward contract (SEK)$5555,751kr04/11/23— Derivative liabilities
Foreign currency forward contract (CHF)18,873Fr.$19,74401/09/23689 Derivative assets
Foreign currency forward contract (CHF)$19,49118,873Fr.01/09/23(942)Derivative liabilities
Foreign currency forward contract (CHF)$5,3364,891Fr.04/11/23(12)Derivative liabilities
Total$(23,870)
As of June 30, 2023 and December 31, 2022, the total fair values of the Company’s foreign currency forward contracts were $0.1 million and $(23.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net realized gains or losses on forward contracts recognized by the Company for the three and six months ended June 30, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months EndedSix Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Forward currency contracts$(5,873)$2,606 $(27,269)$3,563 
87
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Net unrealized appreciation or depreciation on forward currency contracts are included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations. Net unrealized appreciation or depreciation on forward contracts recognized by the Company for the three and six months ended June 30, 2023 and 2022 are shown in the following table:
Three Months EndedThree Months EndedSix Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Forward currency contracts$4,805 $11,734 $23,937 $14,134 

7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of June 30, 2023 and December 31, 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of June 30, 2023 and December 31, 2022 were as follows:
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
Accurus Aerospace Corporation(1)(2)Revolver$380 $691 
Adhefin International(1)(2)(3)Delayed Draw Term Loan808 — 
Air Comm Corporation, LLC(1)(2)Delayed Draw Term Loan1,550 — 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,871 — 
Americo Chemical Products, LLC(1)(2)Revolver1,400 — 
Amtech LLC(1)Delayed Draw Term Loan909 1,818 
Amtech LLC(1)Revolver455 364 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver472 462 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,027 1,179 
Arc Education(1)(3)Delayed Draw Term Loan3,455 3,789 
Argus Bidco Limited(1)(2)(4)CAF Term Loan1,387 1,579 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan— 335 
ASC Communications, LLC(1)Revolver647 647 
Astra Bidco Limited(1)(4)Delayed Draw Term Loan727 1,059 
ATL II MRO Holdings Inc.(1)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,485 1,512 
Azalea Buyer, Inc.(1)Delayed Draw Term Loan962 962 
Azalea Buyer, Inc.(1)Revolver481 481 
Bariacum S.A(1)(3)Acquisition Facility436 961 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,490 4,783 
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,697 2,697 
Brightpay Limited(1)(3)Delayed Draw Term Loan193 188 
BrightSign LLC(1)(2)Revolver370 1,109 
British Engineering Services Holdco Limited(1)(4)Acquisition/Capex Facility140 203 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 291 
Centralis Finco S.a.r.l.(1)(3)Incremental CAF Term Loan268 298 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
88
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan— 156 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan4,505 5,143 
Comply365, LLC(1)Revolver575 489 
Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan516 505 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
Direct Travel, Inc.(1)Delayed Draw Term Loan193 233 
DISA Holdings Corp.(1)Delayed Draw Term Loan1,287 1,368 
DISA Holdings Corp.(1)Revolver429 416 
DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility— 168 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,548 1,515 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan4,513 4,513 
Eclipse Business Capital, LLC(1)Revolver13,476 12,321 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan7,947 7,947 
EMI Porta Holdco LLC(1)(2)Revolver880 1,261 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan— 92 
eShipping, LLC(1)Delayed Draw Term Loan1,274 1,274 
eShipping, LLC(1)Revolver743 743 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,697 2,639 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan539 528 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver115 115 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan54 57 
Faraday(1)(3)Delayed Draw Term Loan1,955 — 
FineLine Systems(1)(2)Delayed Draw Term Loan— 478 
Finexvet(1)(2)(3)Delayed Draw Term Loan1,919 — 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan572 766 
Fortis Payment Systems, LLC(1)Delayed Draw Term Loan575 925 
FragilePak LLC(1)Delayed Draw Term Loan— 4,649 
GB Eagle Buyer, Inc.(1)Revolver3,226 3,226 
Glacis Acquisition S.A.R.L.(1)(3)Delayed Draw Term Loan7,564 7,399 
Global Academic Group Limited(1)(7)Term Loan437 451 
GPZN II GmbH(1)(2)(3)CAF Term Loan— 560 
Graphpad Software, LLC(1)(2)Delayed Draw Term Loan2,602 2,602 
Greenhill II BV(1)(3)Capex Acquisition Facility119 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan— 1,102 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan219 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan307 313 
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan— 148 
Heartland, LLC(1)Delayed Draw Term Loan— 710 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
HEKA Invest(1)(3)Delayed Draw Term Loan1,136 1,111 
HTI Technology & Industries(1)Delayed Draw Term Loan1,691 1,691 
HTI Technology & Industries(1)Revolver1,128 1,128 
HW Holdco, LLC (Hanley Wood LLC)(1)Delayed Draw Term Loan— 1,074 
Innovad Group II BV(1)(3)Delayed Draw Term Loan42 200 
89
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
INOS 19-090 GmbH(1)(3)Acquisition Facility222 217 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan2,662 2,621 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan113 111 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility— 3,695 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility— 606 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan1,521 1,488 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)(2)Revolver1,232 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility729 753 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan724 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan860 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan837 819 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan255 298 
LeadsOnline, LLC(1)Revolver1,952 1,952 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan244 244 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver107 106 
Marshall Excelsior Co.(1)(2)Revolver58 216 
MC Group Ventures Corporation(1)Delayed Draw Term Loan435 467 
Mercell Holding AS(1)(8)Capex Acquisition Facility733 797 
Mertus 522. GmbH(1)(2)(3)Capex Acquisition Facility2,806 2,745 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan58 59 
Murphy Midco Limited(1)(4)Delayed Draw Term Loan89 97 
Narda Acquisitionco., Inc.(1)(2)Revolver1,059 953 
NeoxCo(1)(3)Delayed Draw Term Loan491 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility1,091 1,254 
Nexus Underwriting Management Limited(1)(2)(4)Revolver77 — 
NF Holdco, LLC(1)(2)Revolver1,479 — 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan946 925 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)(2)Revolver391 607 
OG III B.V.(1)(3)Accordion Facility— 650 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 3,407 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan806 1,008 
Options Technology Ltd.(1)(2)Delayed Draw Term Loan1,406 1,406 
OSP Hamilton Purchaser, LLC(1)Revolver715 187 
Pare SAS (SAS Maurice MARLE)(1)Delayed Draw Term Loan2,100 2,100 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,111 3,836 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Delayed Draw Term Loan6,110 5,977 
ProfitOptics, LLC(1)Revolver32 193 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan209 255 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan743 727 
90
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
QPE7 SPV1 BidCo Pty Ltd(1)(5)Accordion Facility— 2,585 
Qualified Industries, LLC(1)Revolver364 — 
Questel Unite(1)(2)(3)Incremental Term Loan2,761 2,701 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,820 2,623 
R1 Holdings, LLC(1)Revolver1,947 1,601 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan5,516 5,516 
Randys Holdings, Inc.(1)(2)Revolver1,891 1,964 
Rep Seko Merger Sub LLC(1)(2)Delayed Draw Term Loan415 520 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility— 765 
Rocade Holdings LLC(1)Preferred Equity48,000 — 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,246 2,945 
Royal Buyer, LLC(1)Revolver1,787 1,787 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,730 2,730 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility660 5,535 
SBP Holdings LP(1)Delayed Draw Term Loan1,469 — 
SBP Holdings LP(1)Revolver1,065 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan331 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,160 1,135 
Scout Bidco B.V.(1)(3)Revolver526 515 
Sereni Capital NV(1)(3)Delayed Draw Term Loan694 — 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
Simulation Software Investment Company Pty Ltd(1)Delayed Draw Term Loan408 408 
Smartling, Inc.(1)(2)Delayed Draw Term Loan— 2,076 
Smartling, Inc.(1)(2)Revolver1,038 1,038 
Soho Square III Debtco II SARL(1)(2)(4)Delayed Draw Term Loan1,192 3,383 
Solo Buyer, L.P.(1)Revolver1,596 1,995 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 665 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver98 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan7,500 7,500 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan476 451 
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 309 
Tank Holding Corp(1)(2)Delayed Draw Term Loan2,047 — 
Tank Holding Corp(1)(2)Revolver164 545 
Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,150 1,088 
Techone B.V.(1)(3)Revolver144 94 
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)Revolver2,768 2,422 
The Hilb Group, LLC(1)(2)Delayed Draw Term Loan1,834 2,537 
Trader Corporation(1)(6)Revolver353 345 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
91
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan1,509 1,509 
Union Bidco Limited(1)(2)(4)Acquisition Facility222 210 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility628 1,089 
Unither (Uniholding)(1)(3)Delayed Draw Term Loan473 — 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan3,371 3,371 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan108 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 487 
Waccamaw River LLC(2)Joint Venture— 2,480 
Whitcraft Holdings, Inc.(1)(2)Revolver2,515 — 
Woodland Foods, LLC(1)(2)Line of Credit939 330 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan2,329 2,329 
WWEC Holdings III Corp(1)(2)Revolver1,304 1,025 
Xeinadin Bidco Limited(1)(4)CAF Term Loan5,013 4,743 
ZB Holdco LLC(1)Delayed Draw Term Loan— 1,352 
ZB Holdco LLC(1)Revolver845 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,330 1,258 
Total unused commitments to extend financing$270,734 $247,730 
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
92
Barings Private Credit Corporation
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the six months ended June 30, 2023 and 2022:
 Six Months
Ended		Six Months
Ended
($ in thousands, except share and per share amounts)June 30, 2023June 30, 2022
Per share data:
Net asset value at beginning of period$20.55 $20.58 
Net investment income (1)1.27 0.95 
Net realized gain on investments / foreign currency transactions (1)(0.48)0.09 
Net unrealized appreciation (depreciation) on investments / foreign currency transactions (1)0.49 — 
Total increase from investment operations (1)1.28 1.04 
Dividends paid to stockholders from net investment income(1.09)(0.77)
Dividends paid to stockholders from short-term realized gains(0.02)(0.08)
Total dividends declared(1.11)(0.85)
Net asset value at end of period$20.72 $20.77 
Shares outstanding at end of period59,235,153 51,594,967 
Net assets at end of period$1,227,544 $1,071,862 
Average net assets$1,136,786 $917,222 
Ratio of total expenses to average net assets (annualized) (2)9.88 %4.41 %
Ratio of net investment income to average net assets (annualized) (2)12.55 %9.51 %
Portfolio turnover ratio (annualized)9.79 %6.45 %
Total return (3)6.35 %5.06 %
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Does not include expenses of underlying investment companies, including joint ventures.
(3)Total return is calculated as the change in NAV per share during the period, divided by the beginning NAV per share and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period.
9. SUBSEQUENT EVENTS
On July 3, 2023, the Company sold 495,173.74 unregistered shares of its common stock (with the number of shares issued being determined on July 24, 2023), for aggregate consideration of approximately $10.3 million at a price per share of $20.72, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by the Company and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder and/or Regulation S under the Securities Act.
On August 9, 2023, the Board declared regular monthly distributions for September 2023 through November 2023. The regular monthly cash distributions, each in the gross amount of $0.20 per share are payable on September 28, 2023, October 30, 2023 and November 29, 2023, to stockholders of record on September 26, 2023, October 26, 2023 and November 27, 2023, respectively.
93

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three and six months ended June 30, 2023, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2022. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend, “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2022 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a BDC under the 1940 Act and are externally managed by Barings, an investment adviser that is registered with the SEC under the Advisers Act. In addition, we have elected for federal income tax purposes to be treated as a RIC under Subchapter M of the Code and expect to maintain our qualification as a RIC annually thereafter.
An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of the Advisory Agreement and the Administration Agreement.
We are a non-exchange traded, privately offered perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “privately offered perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the BDC on a continuous basis in private offerings at a price equal to the BDC’s net asset value per share.
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Our primary investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. We focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities. Barings employs fundamental credit analysis, and targets investments in businesses with low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk relative to other businesses in this market segment. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and seeks to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated, would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
Formation Transactions/Initial Portfolio
On May 12, 2021, shortly prior to our election to be regulated as a BDC and conversion to a Maryland corporation, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, we acquired the Initial Portfolio from MassMutual and CM Life, which comprised a select portfolio of senior secured private debt investments in, and funding obligations to, well-established middle-market businesses that operate across a wide range of industries.
The investments in the Initial Portfolio were selected based upon our defined investment objective, amount and type of unfunded obligations associated with each investment and the investment requirements set forth under the 1940 Act or otherwise imposed by applicable laws, rules or regulations, including in accordance with our election to be treated as a RIC for tax purposes.
The aggregate purchase price for the Initial Portfolio was $602.4 million, which is equal to the sum of the fair values of each investment in the Initial Portfolio at the time of purchase of the Initial Portfolio, net of accrued fees associated with certain unfunded obligations in the Initial Portfolio. The investments in the Initial Portfolio were valued as of March 31, 2021 by an independent third-party valuation firm, provided that any investments in the Initial Portfolio acquired by MassMutual or CM Life after March 31, 2021 were initially valued at cost. In connection with the acquisition of the Initial Portfolio, Barings conducted certain valuation procedures to confirm whether there had been any material changes to the fair value of the investments and obligations in the Initial Portfolio from the previously determined fair value thereof and concluded that no purchase price adjustments were necessary given the absence of any such material changes.
We continue to invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Terms of our senior secured private debt investments are generally between five and seven years and bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities.
As of June 30, 2023 and December 31, 2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 10.6% and 9.9%, respectively. As of June 30, 2023 and December 31, 2022, the weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.5% and 9.8%, respectively.
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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’ $271.4 billion Global Fixed Income Platform (as of June 30, 2023) that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for us. BIIL is an investment adviser registered with the SEC in the U.S. and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England. As of June 30, 2023, BIIL had approximately £15.1 billion in assets under management.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our Administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 50 investment professionals (as of June 30, 2023) located in three offices in the U.S. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
We have 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 Composition
The total fair value of our investment portfolio was $2,225.6 million and $2,157.9 million as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023, we had investments in 289 portfolio companies with an aggregate cost of $2,247.8 million. As of December 31, 2022, we had investments in 280 portfolio companies with an aggregate cost of $2,187.5 million. As of June 30, 2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
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As of June 30, 2023 and December 31, 2022, our investment portfolio consisted of the following investments:
($ in thousands)CostPercentage of
Total
Portfolio		Fair ValuePercentage of
Total
Portfolio
June 30, 2023:
Senior debt and 1st lien notes
$1,813,484 81 %$1,777,574 80 %
Subordinated debt and 2nd lien notes
162,407 7 154,388 7 
Structured products27,853 1 24,065 1 
Equity shares201,321 9 237,461 11 
Equity warrants4 — 1,166 — 
Investment in joint ventures42,704 2 30,932 1 
$2,247,773 100 %$2,225,586 100 %
($ in thousands)CostPercentage of
Total Portfolio		Fair ValuePercentage of
Total Portfolio
December 31, 2022:
Senior debt and 1st lien notes
$1,817,043 83 %$1,777,492 82 %
Subordinated debt and 2nd lien notes
169,463 8 163,899 8 
Structured products28,560 1 25,022 1 
Equity shares130,616 6 158,131 7 
Equity warrants4 — 1,083 — 
Investment in joint ventures41,815 2 32,253 2 
$2,187,501 100 %$2,157,880 100 %
Investment Activity
During the six months ended June 30, 2023, we made new investments totaling $82.9 million, made additional investments in existing portfolio companies totaling $105.5 million, made a new investment in a new joint venture equity portfolio company totaling $4.6 million, made additional investments in existing joint venture equity portfolio companies totaling $2.5 million and made a $62.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 7 loans repaid at par totaling $52.5 million and received $30.7 million of portfolio company principal payments and sale proceeds, recognizing a net loss on these transactions of $2.6 million. In addition, we sold $114.8 million of middle-market portfolio debt investments to one of our joint ventures, realizing a gain on these transactions of $2.0 million and recognized a loss of $0.6 million on one of our debt investments that was restructured. Finally, we received $6.2 million of return of capital from one of our joint ventures.
During the six months ended June 30, 2022, we made new investments totaling $314.2 million, made additional investments in existing portfolio companies totaling $166.4 million, and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million. We had 20 loans repaid at par totaling $71.1 million and received $6.9 million of portfolio company principal payments and sale proceeds, recognizing a net loss on these transactions of $2.5 million. In addition, we received $3.5 million of return of capital from one of our joint ventures.
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Total portfolio investment activity for the six months ended June 30, 2023 and 2022 was as follows:
Six Months Ended
June 30, 2023:
($ 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$1,777,492 $163,899 $25,022 $158,131 $1,083 $32,253 $2,157,880 
New investments173,950 8,712 — 67,772 — 7,102 257,536 
Proceeds from sales of investments/return of capital(114,341)— — — — (6,214)(120,555)
Loan origination fees received(4,085)(47)— — — — (4,132)
Principal repayments received(65,878)(17,086)(714)— — — (83,678)
Payment-in-kind interest/dividends2,281 1,008 — 2,933 — — 6,222 
Accretion of loan premium/discount309 389 7 — — — 705 
Accretion of deferred loan origination revenue5,143 247 — — — — 5,390 
Realized gain (loss)(939)(278)— — — — (1,217)
Unrealized appreciation (depreciation)3,642 (2,456)(250)8,625 83 (2,209)7,435 
Fair value, end of period$1,777,574 $154,388 $24,065 $237,461 $1,166 $30,932 $2,225,586 
Six Months
Ended
June 30, 2022:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured ProductsEquity
Shares		Investment in Joint VenturesTotal
Fair value, beginning of period$1,141,252 $114,779 $19,566 $75,040 $47,011 $1,397,648 
New investments409,918 38,158 6,000 26,547 8,859 489,482 
Proceeds from sales of investments1,633 — — — (3,487)(1,854)
Loan origination fees received(9,866)(647)— — — (10,513)
Principal repayments received(79,339)(361)— — — (79,700)
Payment-in-kind interest1,191 733 — — — 1,924 
Accretion of loan premium/discount19 23 7 — — 49 
Accretion of deferred loan origination revenue4,814 176 — — — 4,990 
Realized gain (loss)(2,514)(11)— — — (2,525)
Unrealized appreciation (depreciation)(30,027)(4,801)(1,048)16,965 (6,294)(25,205)
Fair value, end of period$1,437,081 $148,049 $24,525 $118,552 $46,089 $1,774,296 
Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of June 30, 2023, we had one portfolio company with its debt investment on non-accrual, the fair value of which was $9.6 million, which comprised 0.4% of the total fair value of our portfolio, and the cost of which was $16.8 million, which comprised 0.7% of the total cost of our portfolio. As of December 31, 2022, we had one portfolio company with its debt investment on non-accrual, the fair value of which was $6.3 million, which comprised 0.3% of the total fair value of our portfolio, and the cost of which was $16.8 million, which comprised 0.8% of the total cost of our portfolio.
A summary of our non-accrual asset as of June 30, 2023 is provided below:
Core Scientific, Inc.
During the quarter ended December 31, 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. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of June 30, 2023, the cost of our debt investment in Core Scientific was $16.8 million and the fair value of such investment was $9.6 million.
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Results of Operations
Comparison of the three and six months ended June 30, 2023 and 2022
Operating results for the three and six months ended June 30, 2023 and 2022 were as follows:
Three Months
 Ended		Three Months
 Ended		Six Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Total investment income$68,331 $34,563 $127,453 $63,854 
Total operating expenses29,447 11,775 55,851 20,234 
Net investment income before taxes38,884 22,788 71,602 43,620 
Income taxes, including excise tax expense241 3 294 3 
Net investment income after taxes38,643 22,785 71,308 43,617 
Net realized gains (losses)(5,232)1,081 (27,617)1,353 
Net unrealized appreciation (depreciation)(2,847)(11,490)27,399 129 
Net realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions(8,079)(10,409)(218)1,482 
Net increase in net assets resulting from operations$30,564 $12,376 $71,090 $45,099 
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months
 Ended		Three Months
 Ended		Six Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Investment income:
Total interest income$56,117 $26,394 $106,093 $47,865 
Total dividend income5,914 3,368 9,626 7,791 
Total fee and other income3,924 4,273 7,278 6,274 
Total payment-in-kind interest income2,367 528 4,438 1,924 
Interest income from cash9 — 18 — 
Total investment income$68,331 $34,563 $127,453 $63,854 
The change in total investment income for the three and six months ended June 30, 2023, as compared to the three and six months ended June 30, 2022, was primarily due to an increase in the average size our portfolio, an increase in the weighted average yield on the portfolio from higher base rates and increased payment-in-kind (“PIK”) interest income. The amount of our outstanding debt investments was $2,035.1 million as of June 30, 2023, as compared to $1,650.4 million as of June 30, 2022. The increase in the average size of our portfolio was largely due to the increased middle-market investment and special situation investment opportunities. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments was 10.6% as of June 30, 2023, as compared to 7.5% as of June 30, 2022. For the three and six months ended June 30, 2023, dividends from portfolio companies and joint venture investments were $5.9 million and $9.6 million, respectively, as compared to $3.4 million and $7.8 million for the three and six months ended June 30, 2022, respectively. For the three and six months ended June 30, 2023, PIK interest income was $2.4 million and $4.4 million, respectively, as compared to $0.5 million and $1.9 million for the three and six months ended June 30, 2022, respectively.
Operating Expenses
Three Months
 Ended		Three Months
 Ended		Six Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Operating expenses:
Interest and other financing fees$21,110 $7,446 $39,672 $12,522 
Base management fees4,218 2,850 8,067 5,018 
Incentive fee2,742 — 5,337 — 
Other general and administrative expenses1,377 1,479 2,775 2,694 
Total operating expenses$29,447 $11,775 $55,851 $20,234 
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Interest and Other Financing Fees
Interest and other financing fees during the three and six months ended June 30, 2023 were attributable to borrowings under the Revolving Credit Facility, the SMBC Credit Facility, the July 2026 Notes, the May 2027 Notes and Secured Borrowings (each as defined below under “Financial Condition, Liquidity and Capital Resources”). Interest and other financing fees during the three and six months ended June 30, 2022 were attributable to borrowings under the Revolving Credit Facility, the July 2026 Notes and the Series D May 2027 Notes. The increase in interest and other financing fees for the three and six months ended June 30, 2023 as compared to the three and six months ended June 30, 2022, was primarily attributable to interest on the SMBC Facility, Secured Borrowings, Series E May 2027 Notes and an increase in the weighted average interest rate on the Revolving Credit Facility. The weighted average interest on the Revolving Credit Facility was 7.1% as of June 30, 2023, as compared to 3.2% as of June 30, 2022.
Base Management Fee
Under the Advisory Agreement, we pay Barings a base management fee quarterly in arrears on a calendar quarter basis. The base management fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. The base management fee for any partial quarter is appropriately pro-rated. See Note 2 to our Unaudited Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangement thereunder. For the three and six months ended June 30, 2023, the amount of base management fees incurred were approximately $4.2 million and $8.1 million, respectively. For the three and six months ended June 30, 2022, the amount of base management fees incurred were approximately $2.8 million and $5.0 million, respectively. The increase in the Base Management Fee for the three and six months ended June 30, 2023 versus the corresponding 2022 periods is primarily related to the average value of gross assets increasing from $1,519.8 million as of the end of the two most recently completed calendar quarters prior to June 30, 2022 to $2,249.8 million as of the end of the two most recently completed calendar quarters prior to June 30, 2023.
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 the three and six months ended June 30, 2023, the amount of incentive fee incurred was approximately $2.7 million and $5.3 million, respectively. For the three and six months ended June 30, 2022, we did not incur any incentive fees because the incentive fee was not 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.
Other General and Administrative Expenses
Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. For the three and six months ended June 30, 2023, the amount of administration expense incurred and invoiced by Barings for expenses was $0.4 million and $1.0 million, respectively. For the three and six months ended June 30, 2022, the amount of administration expense incurred and invoiced by Barings for expenses was $0.5 million and $0.9 million, respectively. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include Board fees, D&O insurance costs, offering costs, legal and accounting expenses and other costs related to our operations.
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Net Realized Gains (Losses)
Net realized gains (losses) during the three and six months ended June 30, 2023 and 2022 were as follows:
Three Months
 Ended		Three Months
 Ended		Six Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Net realized gains (losses):
Non-Control / Non-Affiliate investments$(40)$(2,382)$(1,217)$(2,525)
Net realized gains (losses) on investments(40)(2,382)(1,217)(2,525)
Foreign currency transactions(5,192)3,463 (26,400)3,878 
Net realized gains (losses)$(5,232)$1,081 $(27,617)$1,353 
During the three months ended June 30, 2023, we recognized net realized losses totaling $5.2 million, which consisted primarily of a net loss on foreign currency transactions of $5.2 million. During the six months ended June 30, 2023, we recognized net realized losses totaling $27.6 million, which consisted primarily of a net loss on foreign currency transactions of $26.4 million and a net loss on our loan portfolio of $1.2 million.
During the three months ended June 30, 2022, we recognized net realized gains totaling $1.1 million, which consisted primarily of a net gain on foreign currency transactions of $3.5 million, partially offset by a net loss on our loan portfolio of $2.4 million. During the six months ended June 30, 2022, we recognized net realized gains totaling $1.4 million, which consisted primarily of a net gain on foreign currency transactions of $3.9 million, partially offset by a net loss on our loan portfolio of $2.5 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three and six months ended June 30, 2023 and 2022 were as follows:
Three Months
 Ended		Three Months
 Ended		Six Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Net unrealized appreciation (depreciation)
Non-Control / Non-Affiliate investments$(6,886)$(29,162)$2,090 $(35,284)
Affiliate investments425 (4,323)5,227 9,958 
Net unrealized appreciation (depreciation) on investments(6,461)(33,485)7,317 (25,326)
Foreign currency transactions3,614 21,995 20,082 25,455 
Net unrealized appreciation (depreciation)$(2,847)$(11,490)$27,399 $129 
During the three months ended June 30, 2023, we recorded net unrealized depreciation totaling $2.8 million, consisting of net unrealized depreciation on our current portfolio of $6.2 million and net unrealized depreciation reclassification adjustments of $0.3 million related to the net realized gains on the sales / repayments of certain investments, partially offset by net unrealized appreciation related to foreign currency transactions of $3.6 million. The net unrealized depreciation on our current portfolio of $6.2 million was driven primarily by the impact of credit or fundamental performance of investments of $6.3 million and broad market moves for investments of 3.0 million, partially offset by foreign currency exchange rates on investments of $3.1 million.
During the six months ended June 30, 2023, we recorded net unrealized appreciation totaling $27.4 million, consisting of net unrealized appreciation on our current portfolio of $5.5 million, net unrealized appreciation reclassification adjustments of $2.0 million related to the net realized losses on the sales / repayments of certain investments and net unrealized appreciation related to foreign currency transactions of $20.1 million, partially offset by deferred taxes of $0.1 million. The net unrealized appreciation on our current portfolio of $5.5 million was driven primarily by the impact of foreign currency exchange rates on investments of $10.1 million, partially offset by credit or fundamental performance of investments of $1.1 million and broad market moves for investments of $3.6 million.
During the three months ended June 30, 2022, we recorded net unrealized depreciation totaling $11.5 million, consisting of net unrealized depreciation on our current portfolio of $32.9 million and net unrealized depreciation reclassification adjustments of $0.6 million, partially offset by net unrealized appreciation related to foreign currency transactions of $22.0 million. The net unrealized depreciation on our current portfolio of $32.9 million was driven primarily by the impact of foreign currency exchange rates on investments of $23.9 million, broad market moves for investments of $8.6 million and credit or fundamental performance of investments of $0.4 million.
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During the six months ended June 30, 2022, we recorded net unrealized appreciation totaling $0.1 million, consisting of net unrealized appreciation related to foreign currency transactions of $25.5 million, partially offset by net unrealized depreciation reclassification adjustments of $0.8 million and net unrealized depreciation on our current portfolio of $24.4 million and deferred tax liability of $0.1 million. The net unrealized depreciation on our current portfolio of $24.4 million was driven primarily by the impact of foreign currency exchange rates on investments of $28.0 million and broad market moves for investments of $13.6 million, partially offset by credit or fundamental performance of investments of $17.2 million.
Financial Condition, Liquidity and Capital Resources
We believe that our current cash and cash equivalents on hand, our available borrowing capacity under the Revolving Credit Facility and the SMBC Credit Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. In addition, we expect to generate cash from the net proceeds of our continuous offering of shares of common stock in the Private Offering. This “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with the notes to our Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
On May 13, 2021, our stockholders approved a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of stockholder approval, effective May 14, 2021, our applicable minimum asset coverage ratio under the 1940 Act was decreased to 150% from 200%. Thus, we are permitted under the 1940 Act, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. Our asset coverage ratio was 201.0% as of June 30, 2023.
Cash Flows
For the six months ended June 30, 2023, we experienced a net increase in cash in the amount of $93.3 million. During that period, our operating activities used $66.6 million in cash, consisting primarily of purchases of portfolio investments of $343.2 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $254.8 million. In addition, our financing activities provided net cash of $159.9 million, consisting primarily of net borrowings of $111.5 million under the SMBC Credit Facility and proceeds from the issuance of common stock of $129.7 million, partially offset by dividends paid in the amount of $60.5 million and net repayments of our secured borrowings of $18.6 million. As of June 30, 2023, we had $184.8 million of cash on hand, including foreign currencies.
For the six months ended June 30, 2022, we experienced a net increase in cash in the amount of $73.7 million. During that period, our operating activities used $378.0 million in cash, consisting primarily of purchases of portfolio investments of $499.8 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $80.3 million. In addition, our financing activities provided net cash of $451.7 million, consisting primarily of net borrowings of $160.4 million under the Revolving Credit Facility, net proceeds from the issuance of the May 2027 Notes of $99.9 million and proceeds from the issuance of common stock of $231.4 million, partially offset by dividends paid in the amount of $39.0 million. As of June 30, 2022, we had $197.2 million of cash on hand, including foreign currencies.
Financing Transactions
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding, our wholly-owned subsidiary, entered into a senior secured revolving credit facility with BNP Paribas (“BNPP”) (as amended, the “Revolving Credit Facility”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and we serve as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month 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
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pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding will pay an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding vary depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of June 30, 2023, we were in compliance with all covenants of the Revolving Credit Facility.
As of June 30, 2023, we had U.S. dollar borrowings of $653.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.389% (three month SOFR of 5.045%), borrowings denominated in British pounds sterling of £30.2 million ($38.4 million U.S. dollars) with a weighted average interest rate of 6.510% (weighted average three month adjusted cumulative compounded SONIA of 4.177%), borrowings denominated in Australian dollars of A$7.8 million ($5.2 million U.S. dollars) with an interest rate of 5.759% (three month BBSW of 3.609%), borrowings denominated in Canadian dollars of C$5.4 million ($4.1 million U.S. dollars) with an interest rate of 7.194% (three month CDOR of 5.044%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.7 million U.S. dollars) with an interest rate of 7.940% (three month NZBB of 5.540%) and borrowings denominated in Euros of €86.6 million ($94.5 million U.S. dollars) with an interest rate of 5.409% (three month EURIBOR of 3.242%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
SMBC Revolving Credit Facility
On March 6, 2023, we entered into a senior secured revolving credit facility (as amended, the “SMBC Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement, with Sumitomo Mitsui Banking Corporation, as administrative agent, as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto.
The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, we amended the SMBC Credit Agreement (the “SMBC Credit Facility”) to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50,000,000.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR
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Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, we will pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between us and the Administrative Agent.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., a subsidiary of our, and will be guaranteed by certain domestic subsidiaries of our that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, the Administrative Agent may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of June 30, 2023, we were in compliance with all covenants of the SMBC Credit Facility.
As of June 30, 2023, the Company had U.S. dollar borrowings of $111.5 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.241% (three month SOFR of 5.141%).
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, September 15, 2021 and October 28, 2021, respectively. The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the July 2021 NPA.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of June 30, 2023, we were in compliance with all covenants under the July 2021 NPA.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See Note 5 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
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institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of June 30, 2023, we were in compliance with all covenants under the May 2022 NPA.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See Note 5 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 pay quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of June 30, 2023, the interest rate swap had a fair value of $(4.8) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes.
In connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of June 30, 2023, the interest rate swap had a fair value of $(2.9) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Secured Borrowings
As of June 30, 2023, we had no secured borrowings outstanding. As of December 31, 2022, we had $18.6 million of secured borrowings (“Secured Borrowings”) outstanding, which were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which is generally within 120 days of the trade date. Our Secured Borrowings bore interest at a weighted average rate of 7.843% for the year ended December 31, 2022.
Share Repurchase Program
At the discretion of the Board, we commenced a share repurchase program in which we may offer to repurchase, in each quarter, up to 5% of our shares of common stock outstanding as of the close of the previous calendar quarter, generally using a purchase price equal to the net asset value per share as of the last calendar day of the applicable quarter. However, we are not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular quarter in our discretion. The Board may amend, suspend or terminate the share repurchase program if it deems such action to be in our best interest and the best interest of our stockholders. As a result, share repurchases may not be available each quarter, stockholders may not be able to sell their shares promptly or at a desired price, and an investment in our shares is not suitable if you require short-term liquidity with respect to your investment in us. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act and subject to compliance with applicable covenants and restrictions under our financing arrangements. All shares purchased by us pursuant to the terms of each tender offer will be redeemed and thereafter will be authorized and unissued shares.
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During the six months ended June 30, 2023, 481.464 shares were accepted for repurchase for a total value of $10,014.
Distributions to Stockholders
We intend to pay distributions to our stockholders of substantially all of our income, as determined by the Board in its discretion considering factors such as our earnings, cash flow, capital needs and general financial condition and the requirements of Maryland law. As a result, our distribution rates and payment frequency may vary from time to time. We generally intend to declare regular monthly dividends on a quarterly basis, although the frequency of such distributions may vary.
We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, when we declare a cash dividend, stockholders who have not opted out of the DRIP will have their dividends automatically reinvested in shares of our common stock, rather than receiving cash dividends.
We have elected for federal income tax purposes to be treated, and intend to qualify annually, as a RIC under the Code and intend to make the required distributions to our stockholders as specified therein. In order to qualify for and maintain our tax treatment as a RIC and to obtain RIC tax benefits, we must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then we will generally be required to pay income taxes only on the portion of our taxable income and gains we do not distribute (actually or constructively). We monitor our distribution requirements with the goal of ensuring compliance with the Code. We can offer no assurance that we will achieve results that will permit the payment of any level of cash distributions and our ability to make distributions will be limited by the asset coverage requirement and related provisions under the 1940 Act and contained in any applicable indenture or financing arrangement and related supplements. In addition, in order to satisfy the annual distribution requirement applicable to RICs, we may declare a significant portion of our dividends in shares of our common stock instead of in cash. A stockholder generally would be subject to tax on 100% of the fair market value of the dividend on the date the dividend is received by the stockholder in the same manner as a cash dividend, even though a portion of the dividend was paid in shares of our common stock.
The minimum distribution requirements applicable to RICs require us to distribute to our stockholders each year at least 90% of our ICTI. Depending on the level of ICTI and net capital gain, if any, earned in a tax year, we may choose to carry forward income in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such excess. Any such carryover income must be distributed before the end of the next tax year through a dividend declared prior to filing the final tax return related to the year which generated such income.
ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. We may be required to recognize ICTI in certain circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having OID (such as debt instruments issued with warrants), we must include in ICTI each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in ICTI other amounts that we have not yet received in cash, such as (i) PIK interest income and (ii) interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any OID or other amounts accrued will be included in our ICTI for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.
Recent Developments
Subsequent to June 30, 2023, we made approximately $54.8 million of new commitments, of which $42.8 million closed and funded. The $42.8 million of investments consists of $42.3 million of first lien senior secured debt investments and $0.5 million of equity investments. The weighted average yield of the debt investments was 11.7%. In addition, we funded $5.0 million of previously committed delayed draw term loans.
On July 3, 2023, we sold 495,173.74 unregistered shares of our common stock (with the number of shares issued being determined on July 24, 2023), for aggregate consideration of approximately $10.3 million at a price per share of $20.72, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by us and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder and/or Regulation S under the Securities Act.
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On August 9, 2023, the Board declared regular monthly distributions for September 2023 through November 2023. The regular monthly cash distributions, each in the gross amount of $0.20 per share are payable on September 28, 2023, October 30, 2023 and November 29, 2023, to stockholders of record on September 26, 2023, October 26, 2023 and November 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.
Valuation of Investments
The Adviser conducts the valuation of our investments, upon which our 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”). Our current valuation policy and processes were established by the Adviser and were approved by the Board.
As of June 30, 2023, our investment portfolio, valued at fair value in accordance with the Board-approved valuation policies, represented approximately 181% of our total net assets, as compared to approximately 198% of our total net assets as of December 31, 2022.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For our portfolio securities, fair value is generally the amount that we might reasonably expect to receive upon the current 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
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would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
The Board must determine fair value in good faith for any or all of our investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of these assets. Barings has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets we hold. Barings uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, Barings will utilize alternative methods in accordance with internal pricing procedures established by Barings’ pricing committee.
At least annually, Barings conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While Barings is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process Barings continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. Barings believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
Our money market fund investments are generally valued using Level 1 inputs and our equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. Our syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service.Our middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and Barings will determine the point within that range that it will use 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’ 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 Board 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.
Valuation Inputs
The SEC recently adopted new Rule 2a-5 under the 1940 Act. This rule establishes requirements for determining fair value in good faith for purposes of the 1940 Act. We will comply with the new rule’s valuation requirements on or before the SEC’s compliance date in 2022.
Valuation Techniques
OurAdviser’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
108

investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investments in CPCF BPCC LLC, Thompson Rivers LLC and Waccamaw River LLC
49

As CPCF BPCC LLC, Thompson Rivers LLC and Waccamaw River LLC (each as defined in Note 3 to our Unaudited Consolidated Financial Statements) are investment companies with no readily determinable fair values, the Adviser estimates the fair value of our investments in these entities using net asset value of each company and our ownership percentage as a practical expedient. The net asset value is determined in accordance with the specialized accounting guidance for investment companies.
Revenue Recognition
Interest and Dividend Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The cessation of recognition of such interest will negatively impact the reported fair value of the investment. We write off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. Dividend income 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 OIDoriginal issue discount (“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,structuring fees, covenant waiver fees and loan amendment and other fees, and are recorded as investment income when earned.
Fee income for the period from May 10, 2021 (commencement of operations) tothree and six months ended June 30, 20212023 and 2022 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$822,203
Three Months
 Ended		Three Months
 Ended		Six Months
Ended		Six Months
Ended
($ in thousands)June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Recurring Fee Income:
Amortization of loan origination fees$2,147 $1,693 $4,341 $3,180 
Management, valuation and other fees643 453 1,206 819 
Total Recurring Fee Income2,790 2,146 5,547 3,999 
Non-Recurring Fee Income:
Prepayment fees380 — 380 — 
Acceleration of unamortized loan origination fees640 1,744 1,049 1,810 
Advisory, loan amendment and other fees114 383 302 465 
Total Non-Recurring Fee Income1,134 2,127 1,731 2,275 
Total Fee Income$3,924 $4,273 $7,278 $6,274 
109

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 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 June 30, 2021,2023 and December 31, 2022, we believe we have adequate financial resources to satisfy our unfunded commitments. The balances of unused commitments to extend financing as of June 30, 2021 was2023 and December 31, 2022 were 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 TypeJune 30, 2023December 31, 2022
Accurus Aerospace Corporation(1)(2)Revolver$380 $691 
Adhefin International(1)(2)(3)Delayed Draw Term Loan808 — 
Air Comm Corporation, LLC(1)(2)Delayed Draw Term Loan1,550 — 
AlliA Insurance Brokers NV(1)(3)Delayed Draw Term Loan1,871 — 
Americo Chemical Products, LLC(1)(2)Revolver1,400 — 
Amtech LLC(1)Delayed Draw Term Loan909 1,818 
Amtech LLC(1)Revolver455 364 
AnalytiChem Holding GmbH(1)(2)(3)Bridge Revolver472 462 
APC1 Holding(1)(3)Delayed Draw Term Loan— 354 
Aquavista Watersides 2 LTD(1)(2)(4)Capex / Acquisition Facility1,027 1,179 
Arc Education(1)(3)Delayed Draw Term Loan3,455 3,789 
Argus Bidco Limited(1)(2)(4)CAF Term Loan1,387 1,579 
Argus Bidco Limited(1)(2)(4)RCF Bridge Term Loan— 335 
ASC Communications, LLC(1)Revolver647 647 
Astra Bidco Limited(1)(4)Delayed Draw Term Loan727 1,059 
ATL II MRO Holdings Inc.(1)Revolver2,500 2,500 
Avance Clinical Bidco Pty Ltd(1)(2)(5)Delayed Draw Term Loan1,485 1,512 
Azalea Buyer, Inc.(1)Delayed Draw Term Loan962 962 
Azalea Buyer, Inc.(1)Revolver481 481 
Bariacum S.A(1)(3)Acquisition Facility436 961 
Beyond Risk Management, Inc.(1)(2)Delayed Draw Term Loan2,423 2,423 
Biolam Group(1)(2)(3)Delayed Draw Term Loan1,490 4,783 
51110


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 TypeJune 30, 2023December 31, 2022
Bounteous, Inc.(1)(2)Delayed Draw Term Loan2,697 2,697 
Brightpay Limited(1)(3)Delayed Draw Term Loan193 188 
BrightSign LLC(1)(2)Revolver370 1,109 
British Engineering Services Holdco Limited(1)(4)Acquisition/Capex Facility140 203 
CAi Software, LLC(1)(2)Revolver943 943 
Canadian Orthodontic Partners Corp.(1)(2)(6)Delayed Draw Term Loan— 291 
Centralis Finco S.a.r.l.(1)(3)Incremental CAF Term Loan268 298 
CGI Parent, LLC(1)(2)Revolver1,653 1,653 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan— 156 
Classic Collision (Summit Buyer, LLC)(1)Delayed Draw Term Loan4,505 5,143 
Comply365, LLC(1)Revolver575 489 
Coyo Uprising GmbH(1)(3)Delayed Draw Term Loan516 505 
DataServ Integrations, LLC(1)Revolver481 481 
DecksDirect, LLC(1)Revolver218 218 
Direct Travel, Inc.(1)Delayed Draw Term Loan193 233 
DISA Holdings Corp.(1)Delayed Draw Term Loan1,287 1,368 
DISA Holdings Corp.(1)Revolver429 416 
DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3)Acquisition Facility— 168 
Dune Group(1)(2)(3)Delayed Draw Term Loan1,548 1,515 
Dwyer Instruments, Inc.(1)Delayed Draw Term Loan4,513 4,513 
Eclipse Business Capital, LLC(1)Revolver13,476 12,321 
EMI Porta Holdco LLC(1)(2)Delayed Draw Term Loan7,947 7,947 
EMI Porta Holdco LLC(1)(2)Revolver880 1,261 
EPS NASS Parent, Inc.(1)Delayed Draw Term Loan— 92 
eShipping, LLC(1)Delayed Draw Term Loan1,274 1,274 
eShipping, LLC(1)Revolver743 743 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan2,697 2,639 
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)Delayed Draw Term Loan539 528 
Events Software BidCo Pty Ltd(1)(2)Delayed Draw Term Loan640 640 
Express Wash Acquisition Company, LLC(1)(2)Revolver115 115 
F24 (Stairway BidCo GmbH)(1)(2)(3)Acquisition Term Loan54 57 
Faraday(1)(3)Delayed Draw Term Loan1,955 — 
FineLine Systems(1)(2)Delayed Draw Term Loan— 478 
Finexvet(1)(2)(3)Delayed Draw Term Loan1,919 — 
Footco 40 Limited(1)(2)(4)Delayed Draw Term Loan572 766 
Fortis Payment Systems, LLC(1)Delayed Draw Term Loan575 925 
FragilePak LLC(1)Delayed Draw Term Loan— 4,649 
GB Eagle Buyer, Inc.(1)Revolver3,226 3,226 
Glacis Acquisition S.A.R.L.(1)(3)Delayed Draw Term Loan7,564 7,399 
Global Academic Group Limited(1)(7)Term Loan437 451 
GPZN II GmbH(1)(2)(3)CAF Term Loan— 560 
Graphpad Software, LLC(1)(2)Delayed Draw Term Loan2,602 2,602 
Greenhill II BV(1)(3)Capex Acquisition Facility119 255 
Groupe Product Life(1)(3)Delayed Draw Term Loan— 1,102 
Gusto Aus BidCo Pty Ltd(1)(5)Delayed Draw Term Loan219 223 
HeartHealth Bidco Pty Ltd(1)(5)Delayed Draw Term Loan307 313 
111

Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
Heartland Veterinary Partners, LLC(1)Delayed Draw Term Loan— 148 
Heartland, LLC(1)Delayed Draw Term Loan— 710 
Heavy Construction Systems Specialists, LLC(1)Revolver2,193 2,193 
HEKA Invest(1)(3)Delayed Draw Term Loan1,136 1,111 
HTI Technology & Industries(1)Delayed Draw Term Loan1,691 1,691 
HTI Technology & Industries(1)Revolver1,128 1,128 
HW Holdco, LLC (Hanley Wood LLC)(1)Delayed Draw Term Loan— 1,074 
Innovad Group II BV(1)(3)Delayed Draw Term Loan42 200 
INOS 19-090 GmbH(1)(3)Acquisition Facility222 217 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan2,662 2,621 
Interstellar Group B.V.(1)(3)Delayed Draw Term Loan113 111 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility— 3,695 
Isolstar Holding NV (IPCOM)(1)(2)(3)Accordion Facility— 606 
Isolstar Holding NV (IPCOM)(1)(3)Delayed Draw Term Loan1,521 1,488 
ITI Intermodal, Inc.(1)(2)Delayed Draw Term Loan— 103 
ITI Intermodal, Inc.(1)(2)Revolver1,232 118 
Jaguar Merger Sub Inc.(1)Delayed Draw Term Loan— 422 
Jaguar Merger Sub Inc.(1)Revolver— 490 
Jon Bidco Limited(1)(7)Capex & Acquisition Facility729 753 
Jones Fish Hatcheries & Distributors LLC(1)(2)Revolver418 418 
Kano Laboratories LLC(1)(2)Delayed Draw Term Loan724 724 
Kano Laboratories LLC(1)Delayed Draw Term Loan860 860 
Lambir Bidco Limited(1)(2)(3)Delayed Draw Term Loan837 819 
Lattice Group Holdings Bidco Limited(1)(2)Delayed Draw Term Loan255 298 
LeadsOnline, LLC(1)Revolver1,952 1,952 
LivTech Purchaser, Inc.(1)(2)Delayed Draw Term Loan244 244 
Marmoutier Holding B.V.(1)(2)(3)Delayed Draw Term Loan24 24 
Marmoutier Holding B.V.(1)(2)(3)Revolver107 106 
Marshall Excelsior Co.(1)(2)Revolver58 216 
MC Group Ventures Corporation(1)Delayed Draw Term Loan435 467 
Mercell Holding AS(1)(8)Capex Acquisition Facility733 797 
Mertus 522. GmbH(1)(2)(3)Capex Acquisition Facility2,806 2,745 
Modern Star Holdings Bidco Pty Limited(1)(2)(5)Term Loan58 59 
Murphy Midco Limited(1)(4)Delayed Draw Term Loan89 97 
Narda Acquisitionco., Inc.(1)(2)Revolver1,059 953 
NeoxCo(1)(3)Delayed Draw Term Loan491 — 
Nexus Underwriting Management Limited(1)(2)(4)Acquisition Facility1,091 1,254 
Nexus Underwriting Management Limited(1)(2)(4)Revolver77 — 
NF Holdco, LLC(1)(2)Revolver1,479 — 
Novotech Aus Bidco Pty Ltd(1)Capex & Acquisition Facility971 971 
NPM Investments 28 BV(1)(3)Delayed Draw Term Loan946 925 
OA Buyer, Inc.(1)Revolver1,331 1,331 
OAC Holdings I Corp(1)(2)Revolver391 607 
OG III B.V.(1)(3)Accordion Facility— 650 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan— 3,407 
Omni Intermediate Holdings, LLC(1)(2)Delayed Draw Term Loan806 1,008 
Options Technology Ltd.(1)(2)Delayed Draw Term Loan1,406 1,406 
112

Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
OSP Hamilton Purchaser, LLC(1)Revolver715 187 
Pare SAS (SAS Maurice MARLE)(1)Delayed Draw Term Loan2,100 2,100 
PDQ.Com Corporation(1)Delayed Draw Term Loan3,111 3,836 
Polara Enterprises, L.L.C.(1)Revolver947 947 
Premium Invest(1)(3)Delayed Draw Term Loan6,110 5,977 
ProfitOptics, LLC(1)Revolver32 193 
Protego Bidco B.V.(1)(2)(3)Delayed Draw Term Loan209 255 
PSP Intermediate 4, LLC(1)(2)(3)Delayed Draw Term Loan743 727 
QPE7 SPV1 BidCo Pty Ltd(1)(5)Accordion Facility— 2,585 
Qualified Industries, LLC(1)Revolver364 — 
Questel Unite(1)(2)(3)Incremental Term Loan2,761 2,701 
R1 Holdings, LLC(1)Delayed Draw Term Loan1,820 2,623 
R1 Holdings, LLC(1)Revolver1,947 1,601 
Randys Holdings, Inc.(1)(2)Delayed Draw Term Loan5,516 5,516 
Randys Holdings, Inc.(1)(2)Revolver1,891 1,964 
Rep Seko Merger Sub LLC(1)(2)Delayed Draw Term Loan415 520 
Reward Gateway (UK) Ltd(1)(2)(4)Acquisition Facility— 765 
Rocade Holdings LLC(1)Preferred Equity48,000 — 
Royal Buyer, LLC(1)Delayed Draw Term Loan2,246 2,945 
Royal Buyer, LLC(1)Revolver1,787 1,787 
Safety Products Holdings, LLC(1)(2)Delayed Draw Term Loan2,730 2,730 
Sanoptis S.A.R.L.(1)(3)Acquisition Capex Facility660 5,535 
SBP Holdings LP(1)Delayed Draw Term Loan1,469 — 
SBP Holdings LP(1)Revolver1,065 — 
Scaled Agile, Inc.(1)(2)Delayed Draw Term Loan331 416 
Scaled Agile, Inc.(1)(2)Revolver336 336 
Scout Bidco B.V.(1)(3)Delayed Draw Term Loan1,160 1,135 
Scout Bidco B.V.(1)(3)Revolver526 515 
Sereni Capital NV(1)(3)Delayed Draw Term Loan694 — 
Sereni Capital NV(1)(2)(3)Term Loan— 109 
Simulation Software Investment Company Pty Ltd(1)Delayed Draw Term Loan408 408 
Smartling, Inc.(1)(2)Delayed Draw Term Loan— 2,076 
Smartling, Inc.(1)(2)Revolver1,038 1,038 
Soho Square III Debtco II SARL(1)(2)(4)Delayed Draw Term Loan1,192 3,383 
Solo Buyer, L.P.(1)Revolver1,596 1,995 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Delayed Draw Term Loan399 665 
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)Revolver98 156 
Spatial Business Systems LLC(1)Delayed Draw Term Loan7,500 7,500 
Spatial Business Systems LLC(1)Revolver1,406 1,406 
SSCP Pegasus Midco Limited(1)(4)Delayed Draw Term Loan476 451 
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 309 
Tank Holding Corp(1)(2)Delayed Draw Term Loan2,047 — 
Tank Holding Corp(1)(2)Revolver164 545 
Tanqueray Bidco Limited(1)(2)(4)Capex Facility1,150 1,088 
Techone B.V.(1)(3)Revolver144 94 
113

Portfolio Company
($ in thousands)		Investment TypeJune 30, 2023December 31, 2022
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)Revolver2,768 2,422 
The Hilb Group, LLC(1)(2)Delayed Draw Term Loan1,834 2,537 
Trader Corporation(1)(6)Revolver353 345 
TSYL Corporate Buyer, Inc.(1)Delayed Draw Term Loan1,681 1,681 
TSYL Corporate Buyer, Inc.(1)Revolver177 177 
Turbo Buyer, Inc.(1)(2)Delayed Draw Term Loan1,509 1,509 
Union Bidco Limited(1)(2)(4)Acquisition Facility222 210 
United Therapy Holding III GmbH(1)(2)(3)Acquisition Facility628 1,089 
Unither (Uniholding)(1)(3)Delayed Draw Term Loan473 — 
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)Delayed Draw Term Loan3,371 3,371 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan108 — 
W2O Holdings, Inc.(1)(2)Delayed Draw Term Loan— 487 
Waccamaw River LLC(2)Joint Venture— 2,480 
Whitcraft Holdings, Inc.(1)(2)Revolver2,515 — 
Woodland Foods, LLC(1)(2)Line of Credit939 330 
WWEC Holdings III Corp(1)(2)Delayed Draw Term Loan2,329 2,329 
WWEC Holdings III Corp(1)(2)Revolver1,304 1,025 
Xeinadin Bidco Limited(1)(4)CAF Term Loan5,013 4,743 
ZB Holdco LLC(1)Delayed Draw Term Loan— 1,352 
ZB Holdco LLC(1)Revolver845 845 
Zeppelin Bidco Limited(1)(2)(4)Capex / Acquisition Facility1,330 1,258 
Total unused commitments to extend financing$270,734 $247,730 
(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 ourthe 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.
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 pricesfair value of securities held by us may decline in response to certain events, including those directly involving the companies we invest in; conditions affecting the general economy; overall market changes; global pandemics; legislative reform; local, regional, national or global political, social or economic instability; and interest rate fluctuations.
In addition, we are subject to interest rate risk. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets
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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, 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. We may in the future hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of changes in interest rates with respect to our portfolio investments.
On March 15, 2022, the U.S. enacted federal legislation that is intended to minimize legal and economic uncertainty following U.S. dollar LIBOR’s cessation by replacing LIBOR references in certain U.S. law-governed contracts under circumstances with a SOFR-based rate identified in a Federal Reserve rule plus a statutory spread adjustment. In addition, the U.K. Financial Conduct Authority (“FCA”), which regulates the publisher of LIBOR (ICE Benchmark Administration), has announced that it will require the continued publication of the one-, three- and six-month tenors of U.S. dollar LIBOR on a non-representative synthetic basis until the end of September 2024, which may result in certain non-U.S. law-governed contracts and U.S. law-governed contracts not covered by the federal legislation remaining on synthetic U.S. dollar LIBOR until the end of this period.
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.
As of the end of June 30, 2021, we were not2023, no settings of LIBOR continue to be published on a partyrepresentative basis and publication of many non-U.S. dollar LIBOR settings has been entirely discontinued.
The transition away from LIBOR and reform, modification, or adjustments of other reference rate benchmarks to alternative reference rates is complex and could have a material adverse effect on our business, financial condition and results of operations, including as a result of any changes in the pricing of our investments, changes to the documentation for certain of our investments and the pace of such changes, disputes and other actions regarding the interpretation of current and prospective loan documentation or modifications to processes and systems.
The U.S. Federal Reserve is currently embarking on an aggressive campaign of raising interest rates to address significant and persistent inflation. The goal of these interest rate hedging arrangements.increases is to slow economic growth and reduce price pressure. There is a significant chance that this central bank tightening cycle could force the U.S. into a recession, at which point interest rates and base rates would likely decrease. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in SOFR are not offset by a corresponding increase in the spread over SOFR that we earn on any portfolio investments, a decrease in in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to SOFR.
As of June 30, 2021,2023, approximately $670.5$1,855.5 million (principal amount) of our debt portfolio investments bore interest at variable rates, which generally are LIBOR-based or SOFR-based (or based on an equivalent comparable applicable currency rate), and many of which are subject to certain floors. A
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Based on our June 30, 2023 Unaudited Consolidated Balance Sheet, the following table shows the annual impact on net income of hypothetical 200 basis point increase or decreasebase rate changes in the interest rates on our variable-rate debt investments could increase or decrease, as applicable,and borrowings (considering interest rate floors for variable rate instruments) assuming no changes in our investment income by a maximum of $13.4 million on an annual basis.and borrowing structure:
Advances under
(in thousands)
Basis Point Change(1)
Interest IncomeInterest Expense
Net Income(2)
Up 300 basis points$55,664 $27,324 $28,340 
Up 200 basis points37,109 18,216 18,893 
Up 100 basis points18,555 9,108 9,447 
Down 25 basis points(4,639)(2,277)(2,362)
Down 50 basis points(9,277)(4,554)(4,723)
(1) Excludes 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 caseimpact of foreign currency advances,exchange
(2) Excludes the applicable benchmark in effectimpact of income based fees. See Note 2 to our Unaudited Consolidated Financial Statements for such currency, plus an applicable margin of 1.65% to 2.60% per annum dependingmore information on the nature of the advances being requested under the Revolving Credit Facility. Commencing on November 11, 2021, BPC Funding will pay an unused feeincome 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 “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. There is currently no definitive information regarding the future utilization of LIBOR or of any particular replacement rate. As such, the potential effect of any such event on our cost of capital and net investment income cannot yet be determined. 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, and plan to borrow in the future, money to make investments, our net investment income will be dependent upon the difference between the rate at which we borrow funds and the rate at which we invest the funds borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by our investment portfolio.
We may also have exposure to foreign currencies related to certain investments. Such investments are translated into U.S. dollars based on the spot rate at the relevant balance sheet date, exposing us to movements in the exchange rate. In order to reduce our exposure to fluctuations in exchange rates, we generally borrow in local foreign currencies under the Revolving Credit Facility to finance such investments. As of June 30, 2021,2023, we had U.S. dollar borrowings of $195.0$653.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 2.291% (weighted average one7.389% (three month LIBORSOFR of 0.141%5.045%), borrowings denominated in British pounds sterling of £15.8£30.2 million ($21.838.4 million U.S. dollars) with a weighted average interest rate of 2.400%6.510% (weighted average onethree month adjusted cumulative compounded SONIA of 0.050%4.177%), borrowings denominated in Australian dollars of A$13.37.8 million ($10.05.2 million U.S. dollars) with an interest rate of 2.193% (one5.759% (three month BBSW of 0.043%3.609%), borrowings denominated in Canadian dollars of C$5.4 million ($4.44.1 million U.S. dollars) with an interest rate of 2.567% (one7.194% (three month CDOR of 0.417%5.044%) and, borrowings denominated in EurosNew Zealand dollars of €46.9NZ$6.1 million ($55.63.7 million U.S. dollars) with an interest rate of 2.350% (one7.940% (three month NZBB of 5.540%) and borrowings denominated in Euros of €86.6 million ($94.5 million U.S. dollars) with an interest rate of 5.409% (three month EURIBOR of 0.000%3.242%).
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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-ChiefChief Executive OfficersOfficer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Co-ChiefChief Executive OfficersOfficer 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-ChiefChief Executive OfficersOfficer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2021.2023. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the second quarter of 20212023 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.otherwise, including in connection with strategic transactions. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.
Item 1A.Risk Factors.
You should carefully consider the risks described in the section of the Form 10 entitled "Item 1A. Risk Factors," which was filed with the SEC on June 23, 2021,referenced below and all other information contained in this Quarterly Report on Form 10-Q, including our interim financial statements and the related notes thereto, before making a decision to purchasetransact in our securities. RisksThe risks and uncertainties referenced herein are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the value of our securities.
There have been no material changes sinceduring the filing of the Form 10 with the SEC onthree months ended June 23, 202130, 2023 to the risk factors previously disclosed therein.in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our quarterly report on Form 10-Q for the quarter ended March 31, 2023, which you should carefully consider before transacting in our securities. If any of such risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the value of our securities could decline, and you may lose all or part of your investment.
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 and Regulation S promulgated thereunder.
We and Barings have applied for the multi-class exemptive relief from the SEC that, if granted, will permit us to issue multiple classes of shares of our common stock with varying sales loads, contingent deferred sales charges, and/or asset-based service and/or distribution fees, the details for which will be finalized at a later date at our discretion (the “Multi-Class Exemptive Relief”).discretion. 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 June 30, 2023, and CM Life.aggregate purchase price:
Prior to the Initial Closing, we sold 50 common units to Barings in exchange for $1,000 in seed capital in a private transaction under the exemption provided by Section 4(a)(2) of the Securities Act. Following our conversion to a Maryland corporation, Barings’ common units converted, on a one-to-one basis, into shares of common stock.
For the Three Months Ended June 30, 2023
Share Issue DateShares IssuedAggregate Offering Price
($ in thousands)
April 3, 20234,179,266 $86,929 
May 1, 2023778,547 16,194 
June 1, 2023408,975 8,498 
Total5,366,788 $111,621 
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 June 30, 2023.
Item 3.Defaults Upon Senior Securities.
None.
Item 4.Mine Safety Disclosures.
Not applicable.
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Item 5.Other Information.4.Mine Safety Disclosures.
None.Not applicable.
Item 5.Other Information.
Rule 10b5-1 Trading Plans
During the fiscal quarter ended June 30, 2023, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Item 6.Exhibits.
NumberExhibit
2.1*3.1
3.1
3.2
10.1
10.2*
10.33.2
10.4
10.5
10.631.1
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
32.3
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because
XBRL tags are embedded within the Inline XBRL document.**
101.SCHInline XBRL Taxonomy Extension Schema Document**
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document**
101.LABInline XBRL Taxonomy Extension Label Linkbase Document**
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document**
104Cover Page Interactive Data File (embedded within the Inline XBRL document)**
*    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, 20219, 2023/s/    Ian FowlerBryan High
Ian FowlerBryan High
Co-ChiefChief Executive Officer
(Co-PrincipalPrincipal Executive Officer)
Date:August 5, 20219, 2023/s/    Jonathan BockElizabeth A. Murray
Jonathan BockElizabeth A. Murray
Co-Chief ExecutiveChief Financial Officer and
(Co-Principal Executive Officer)Chief Operating Officer
Date:August 5, 2021/s/    Jonathan A. Landsberg
Jonathan A. Landsberg
Chief Financial Officer
(Principal Financial Officer)
Date:August 5, 2021/s/    Elizabeth A. Murray
Elizabeth A. Murray
Principal Accounting Officer& Financial Officer)
58119