UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2022
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Barings Private Credit Corporation
(Exact name of registrant as specified in its charter)
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Maryland | 814-01397 | 86-3780522 | ||||||||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer 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
N/A
(Former name or former address, if changed since last report.)
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Securities registered pursuant to Section 12(b) of the Act: None.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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. ☐
EXPLANATORY NOTE
This amendment (this “Amendment”) is being filed by Barings Private Credit Corporation (the “Company”) to amend Item 3.02 Unregistered Sales of Equity Securities and Item 8.01 Other Events of that certain Current Report on Form 8-K originally filed by the Company with the U.S. Securities and Exchange Commission on July 22, 2022 (the “Original Form 8-K”). This Amendment is being filed to correct (1) the number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issued and sold and (2) the aggregate offering price, each as disclosed in the Original Form 8-K. No other material changes to the Original Form 8-K are made by this Amendment.
Item 3.02. Unregistered Sales of Equity Securities.
As of July 1, 2022, the Company sold 205,199.808 unregistered shares (the “Shares”) of Common Stock, (with the final number of shares issued being determined on July 22, 2022) pursuant to subscription agreements entered into with the participating investors for aggregate consideration of approximately $4.3 million.
The offer and sale of the Shares was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder (the “Private Offering”). The Company relied, in part, upon representations from the participating investors that the investors are “accredited investors” as defined in Regulation D under the Securities Act.
Item 8.01. Other Events.
Net Asset Value
The net asset value per share of the Common Stock as of June 30, 2022 is $20.77.
As of June 30, 2022, the Company’s aggregate net asset value was $1,071.9 million, the fair value of its investment portfolio was $1,774.3 million and it had $923.8 million in debt outstanding (at principal).
Net Investment Income
The Company's net investment income per share of the Common Stock for the three months ended June 30, 2022 is $0.45.
Status of Offering
The Company is currently conducting the Private Offering on a continuous basis for up to $2.0 billion in shares of Common Stock. As of the date hereof, the Company has issued an aggregate of 51,795,798.355 shares of Common Stock in the Private Offering for total consideration of $1,055.2 million. The Company intends to continue selling shares of Common Stock in the Private Offering on a monthly basis.
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 hereunto duly authorized.
Barings Private Credit Corporation | ||||||||||||||
Date: August 2, 2022 | By: | /s/ Jonathan A. Landsberg | ||||||||||||
Jonathan A. Landsberg | ||||||||||||||
Chief Financial Officer |