EX-FILING FEES 2 bpcc-marchsctoxi_axex107.htm EX-FILING FEES Document
Exhibit 107
Calculation of Filing Fee Tables

FORM TO-I
(Form Type)

Barings Private Credit Corporation
(Name of Issuer)

Barings Private Credit Corporation
(Name of Person(s) Filing Statement)

Table 1: Transaction Valuation

 Transaction ValuationFee RateAmount of Filing Fee
Fees to Be Paid$65,473,917.12(1)0.0001476$9,663.96(2)
Fees Previously Paid$0.0 $0.0
Total Transaction Valuation$65,473,917.12(1) 
Total Fees Due for Filing  $9,663.96(2)
Total Fees Previously Paid  $0.0
Total Fee Offsets  $18,899.70(3)
Net Fee Due  $(9,235.74)(2)(3)

(1) Calculated as the aggregate maximum purchase price for shares of common stock, par value $0.001 per share (“Shares”), of Barings Private Credit Corporation (the “Company”), based upon the net asset value per Share as of January 31, 2024 of $20.88. This amount is based upon the offer to purchase up to 3,135,724 Shares.

(2) Calculated at $147.60 per $1,000,000.00 of the Transaction Valuation in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as modified by Fee Rate Advisory No. 1 for Fiscal Year 2024.

(3) An aggregate fee of $5,017.21 was paid with the filing of the Schedule TO-I by the Company (File No. 005-92837) on September 1, 2022 (the “September 2022 Schedule TO-I”). The final transaction fee due pursuant to the final amendment to the September 2022 Schedule TO-I filed on October 3, 2023 was $0, as no Shares were tendered in connection with the related tender offer. Pursuant to Rule 0-11(a)(2) under the Exchange Act, a portion of the $5,017.21 filing fee paid in connection with the September 2022 Schedule TO-I was used to offset the filing fee due in connection with the filing of the Schedule TO-I by the Company (File No. 005-92837) on September 1, 2023 (the “September 2023 Schedule TO-I”). More specifically, $4,211.20 from the filing fee paid in connection with the September 2022 Schedule TO-I was used to offset the final transaction fee due from the September 2023 Schedule TO-I filing, and $806.01 from the September 2022 Schedule TO-I filing remained available to offset future filings. Pursuant to rule 0-11(a)(2) under the Exchange Act, a portion of the remaining $806.01 filing fee paid in connection with the September 2022 Schedule TO-I was also used to offset the filing fee due in connection with the filing of the Schedule TO-I by the Company (File No. 005-92837) on December 1, 2023 (the “December 2023 Schedule TO-I”). More specifically, $45.27 from the filing fee paid in connection with the September 2022 Schedule TO-I was used to offset the final transaction fee due from the December 2023 Schedule TO-I filing, and $760.74 from the September 2022 Schedule TO-I filing fee remains available to offset a portion of the filing fee due in connection with this Schedule TO-I.

An aggregate fee of $5,961.94 was paid with the filing of the Schedule TO-I by the Company (File No. 005-92837) on December 1, 2022 (the “December 2022 Schedule TO-I”). The final transaction fee due pursuant to the final amendment to the December 2022 Schedule TO-I filed on January 4, 2023 was $0, as no Shares were tendered in connection with the related tender offer. Pursuant to Rule 0-11(a)(2) under the Exchange Act, the $5,961.94 filing fee paid in connection with the December 2022 Schedule TO-I is being used to offset a portion of the filing fee in connection with this Schedule TO-I.




An aggregate fee of $6,013.25 was paid with the filing of the Schedule TO-I by the Company (File No. 005-92837) on March 1, 2023 (the “March 2023 Schedule TO-I”). The final transaction fee due pursuant to the final amendment to the March 2023 Schedule TO-I filed on April 25, 2023 was $1.10, as $10,014.45 of Shares were tendered in connection with the related tender offer. Pursuant to Rule 0-11(a)(2) under the Exchange Act, a portion of the remaining $6,012.15 filing fee paid in connection with the March 2023 Schedule TO-I is being used to offset a portion of the filing fee in connection with this Schedule TO-I.

An aggregate fee of $6,164.87 was paid with the filing of the Schedule TO-I by the Company (File No. 005-92837) on June 1, 2023 (the “June 2023 Schedule TO-I”). The final transaction fee due pursuant to the final amendment to the June 2023 Schedule TO-I filed on July 5, 2023 was $0, as no Shares were tendered in connection with the related tender offer. Pursuant to Rule 0-11(a)(2) under the Exchange Act, a portion of the $6,164.87 filing fee paid in connection with the June 2023 Schedule TO-I is being used to offset a portion of the filing fee in connection with this Schedule TO-I.

Table 2: Fee Offset Claims and Sources

Registrant or Filer NameForm or Filing TypeFile NumberInitial Filing DateFiling DateFee Offset ClaimedFee Paid with Fee Offset Source
Fee Offset ClaimsSC TO-I005-92837September 1, 2022$760.74
Fee Offset SourcesBarings Private Credit CorporationSC TO-I005-92837September 1, 2022$760.74
Fee Offset ClaimsSC TO-I005-92837December 1, 2022$5,961.94
Fee Offset SourcesBarings Private Credit CorporationSC TO-I005-92837December 1, 2022$5,961.94
Fee Offset ClaimsSC TO-I005-92837March 1, 2023$6,012.15
Fee Offset SourcesBarings Private Credit CorporationSC TO-I005-92837March 1, 2023$6,012.15
Fee Offset ClaimsSC TO-I005-92837June 1, 2023$6,164.87
Fee Offset SourcesBarings Private Credit CorporationSC TO-I005-92837June 1, 2023$6,164.87