8-K

BAIN CAPITAL PRIVATE CREDIT

Date: March 27, 2024

/s/ Jessica Yeager

Jessica Yeager

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 22, 2024

BAIN CAPITAL PRIVATE CREDIT

(Exact name of Registrant as Specified in Its Charter)


DELAWARE	814-01474	87-6984749
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


200 CLARENDON STREET, 37 TH FLOOR, BOSTON, MA		02116
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 516-2000

N/A

(Former Name or Former Address, if Changed Since Last Report)

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 (

see

General Instruction A.2. below):

☐	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 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).

Emerging growth company ☒

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. ☒

Securities registered pursuant to Section 12(b) of the Act: None


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Item 1.01.

Entry into a Material Definitive Agreement

On March 22, 2024, BCPC I, LLC (the “Borrower”) entered into a New Commitment Request (the “New Commitment Request”) among the Borrower, and Goldman Sachs Bank USA, as administrative agent and lender, pursuant to that certain Credit Agreement, dated as of November 29, 2023 (as amended, supplemented or otherwise modified, the “Revolving Credit Facility”), among the Borrower, as borrower, Bain Capital Private Credit (the “Fund”), as equity holder, the lenders from time to time party thereto, Goldman Sachs Bank USA, as administrative agent and syndication agent, and Computershare Trust Company, N.A., as collateral administrator, collateral agent and collateral custodian.

The New Commitment Request provides for an increase in the aggregate commitments of the lenders under the Revolving Credit Facility from $150,000,000 to $175,000,000 through the accordion feature in the Revolving Credit Facility. The accordion feature in the Revolving Credit Facility allows the Fund, under certain circumstances, to increase the total size of the facility to a maximum of $250,000,000.

The description above is only a summary of the material provisions of the New Commitment Request and is qualified in its entirety by reference to a copy of the New Commitment Request, which is filed as Exhibit 10.1 to this Current Report on Form

8-K

and incorporated by reference herein.

Item 2.03.

Creation of Direct Financial Obligation or an Obligation Under an

Off-Balance

Sheet Arrangement of a Registrant

The information included under Item 1.01 above regarding the New Commitment Request and the Revolving Credit Facility is incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


10.1*		New Commitment Request dated March 22, 2024 by and among BCPC I, LLC, as borrower, and Goldman Sachs Bank USA, as administrative agent and lender.

104		Cover page interactive data file (formatted as Inline XBRL)

*	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 schedules to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Bain Capital Private Credit has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.