UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Barings Private Credit Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
06763A 101
(CUSIP Number)
Cliffwater Corporate Lending Fund
c/o UMB Fund Services, Inc.
Ann Maurer
235 West Galena Street
Milwaukee, WI 53212
414-299-2270
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 06763A 101 | 13D | Page 2 of 6 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cliffwater Corporate Lending Fund |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
| 3. |
SEC USE ONLY
|
| 4. | SOURCE OF FUNDS (see instructions) WC |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER 0 | |
| 8. | SHARED
VOTING POWER 2,645,015 shares1 | ||
| 9. | SOLE DISPOSITIVE POWER 0 | ||
| 10. | SHARED DISPOSITIVE POWER 44,235,355.22 shares |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,235,355.22 shares |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 83.62% |
| 14. | TYPE OF REPORTING PERSON (see instructions) IV |
1 The Reporting Persons have waived voting power in excess of 4.99%.
| CUSIP No. 06763A 101 | 13D | Page 3 of 6 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cliffwater LLC |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
| 3. |
SEC USE ONLY
|
| 4. | SOURCE OF FUNDS (see instructions) N/A |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER 0 | |
| 8. | SHARED VOTING POWER 2,645,015 shares2 | ||
| 9. | SOLE DISPOSITIVE POWER 0 | ||
| 10. | SHARED DISPOSITIVE POWER 44,235,355.22 shares |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,235,355.22 shares |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 83.62% |
| 14. | TYPE OF REPORTING PERSON (see instructions) IA |
2 The Reporting Persons have waived voting power in excess of 4.99%.
| CUSIP No. 06763A 101 | 13D | Page 4 of 6 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Stephen Nesbitt |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
| 3. |
SEC USE ONLY
|
| 4. | SOURCE OF FUNDS (see instructions) N/A |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER 0 | |
| 8. | SHARED VOTING POWER 2,645,015 shares3 | ||
| 9. | SOLE DISPOSITIVE POWER 0 | ||
| 10. | SHARED DISPOSITIVE POWER 44,235,355.22 shares |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,235,355.22 shares |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 83.62% |
| 14. | TYPE OF REPORTING PERSON (see instructions) IN |
3 The Reporting Persons have waived voting power in excess of 4.99%.
| CUSIP No. 06763A 101 | 13D | Page 5 of 6 Pages |
This Amendment No. 3 to the Schedule 13D filed by the Reporting Persons on September 8, 2021, hereby amends and supplements the responses to the initial Schedule 13D, as amended by Amendment No. 1 filed on February 11, 2022 and Amendment Number 2 filed on May 24, 2022 as follows:
Item 1. Security and Issuer.
Common stock of Barings Private Credit Corporation. The address of its principal executive offices is 300 South Tryon Street, Suite 2500, Charlotte, North Carolina 28202.
Item 2. Identity and Background.
This Statement is being filed by Cliffwater Corporate Lending Fund, a statutory trust organized under the laws of the state of Delaware (“CCLF”), Cliffwater LLC, a Delaware limited liability company, its investment adviser (together with CCLF, the “Reporting Persons”) and Stephen Nesbitt, a U.S. citizen. The address of CCLF’s principal place of business and principal executive office is c/o UMB, 235 West Galena Street, Milwaukee, WI 53212. The address of (1) Cliffwater LLC’s principal place of business and principal executive office and (2) Stephen Nesbitt is 4640 Admiralty Way, 11th Floor, Marina del Rey, CA 90292.
The following are the officers of the CCLF: Stephen Nesbitt, President; Lance Johnson, Treasurer; Ann Maurer, Treasurer; and Bernadette Murphy, Chief Compliance Officer.
The following are the trustees of the CCLF: Paul Atkins, Dominic Garcia, Paul Williams and Stephen Nesbitt.
The following are the partners of Cliffwater LLC: Stephen Nesbitt, Kathleen Barchick, Philip Hasbrouck, Stephen Blake Nesbitt, Thomas Lynch, Gabrielle Zadra, James Feidler, Jonathan Rogal, Caitlin Kammerait, Frances Beyers, Brian Rhone, Eli Sokolov, Jeffrey Topor and Thomas Brown.
All of the individuals listed above are citizens of the United States. None of the persons or entities listed above has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source or Amount of Funds or Other Consideration.
The funds for the purchase of the 44,235,355.22 common shares came from the CCLF’s working capital. The total purchase price was $900,000,000.
Item 4. Purpose of Transaction.
No change.
Item 5. Interest in Securities of the Issuer.
(a) – (b) The responses to Items 7 to 13 on the three cover pages of this Schedule 13D are incorporated herein by reference. The Reporting Persons have waived voting power in excess of 4.99%.
(c) None of CCLF or the persons listed in Item 2 above effected any transactions in the shares during the sixty days before the date of this Schedule 13D/A.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The Reporting Persons have waived voting power in excess of 4.99% pursuant to a Fund of Funds Investment Agreement with the Issuer dated April 20, 2021.
Item 7. Material to Be Filed as Exhibits.
| 99.1 | Fund of Funds Agreement, Dated as of April 20, 2021, between Cliffwater Corporate Lending Fund and Barings Private Credit Corporation. |
| CUSIP No. 06763A 101 | 13D | Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 10, 2023
| Cliffwater LLC | ||
| By: | /s/ Stephen Nesbitt | |
| Name: Stephen Nesbitt Title: Chief Executive Officer | ||
| Cliffwater Corporate Lending Fund | ||
| By: | Cliffwater LLC, | |
| Investment Adviser | ||
| By: | /s/ Stephen Nesbitt | |
| Name: Stephen Nesbitt Title: Chief Executive Officer | ||
| Stephen Nesbitt | ||
| /s/ Stephen Nesbitt | ||
| Stephen Nesbitt | ||
Exhibit 99.1
FUND OF FUNDS INVESTMENT AGREEMENT
This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of August 20, 2021, is between Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Acquiring Fund”), and Barings Private Credit Corporation, a Maryland corporation (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).
WHEREAS, the Acquiring Fund is a closed-end management investment company that is registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940 (the “1940 Act”);
WHEREAS, the Acquired Fund is a closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act (such election is referred to herein as the “BDC Election”);
WHEREAS, Sections 12(d)(1) and 60 of the 1940 Act generally limit the ability of a registered investment company or business development company to invest in shares of another registered investment company or business development company;
WHEREAS, Rule 12d1-4 under the 1940 Act generally permits a registered investment company or business development company to invest in shares of another registered investment company or business development company in excess of the limitations under Sections 12(d)(1) and 60 subject to certain terms and conditions; and
WHEREAS, the Acquiring Fund, from time to time, may wish to acquire shares of the Acquired Fund in excess of the limitations under Sections 12(d)(1) and 60 in reliance on Rule 12d1-4.
NOW, THEREFORE, in consideration of the potential benefits to the Funds arising out of the investment by the Acquiring Fund in the Acquired Fund, the Funds agree as follows:
| 1. | Representations and Obligations of the Acquired Fund |
The Acquired Fund agrees to:
(a) comply with the terms and conditions of Rule 12d1-4 and this Agreement;
(b) promptly notify the Acquiring Fund if the Acquired Fund fails to comply with the terms and conditions of Rule 12d1-4 or this Agreement;
(c) adopt policies and procedures reasonably designed to prevent violations of Rule 12d1-4; and
(d) provide, subject to applicable law, the Acquiring Fund and its investment adviser (and, if applicable, subadviser) with information reasonably requested by the Acquiring Fund and its investment adviser (and, if applicable, subadviser) to comply with the terms and conditions of Rule 12d1-4, including information on the fees and expenses of the Acquired Fund.
2. Representations and Obligations of the Acquiring Fund
The Acquiring Fund represents, warrants, and agrees as follows:
(a) it will comply with the terms and conditions of Rule 12d1-4 and this Agreement;
(b) it will promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the terms and conditions of Rule 12d1-4 or this Agreement;
(c) it will adopt policies and procedures reasonably designed to prevent violations of Rule 12d1-4; and
(d) it irrevocably waives its right to vote all of the shares of common stock (the “Common Stock”) of the Acquired Fund that it currently owns and will acquire to the extent that such combined ownership is more than 4.99% of the Acquired Fund’s outstanding shares of Common Stock.
3. Condition to Initial Purchase in Reliance on Rule 12d1-4
The Acquiring Fund and the Acquired Fund agree that, prior to the initial acquisition by the Acquiring Fund of shares of the Acquired Fund in reliance on Rule 12d1-4, the investment adviser (or, if applicable, subadviser) to each of the Acquiring Fund and the Acquired Fund must make in writing the findings required by Rule 12d1-4.
4. Indemnification
(a) The Acquiring Fund agrees to hold harmless, indemnify and defend the Acquired Fund, including any principals, directors or trustees, officers, employees and agents (“Acquired Fund Agents”), against and from any and all losses, costs, expenses or liabilities incurred by or claims or actions (“Claims”) asserted against the Acquired Fund, including any Acquired Fund Agents, to the extent such Claims result from: (i) a violation of any provision of this Agreement or (ii) a violation of the terms and conditions of Rule 12d1-4, in each case by the Acquiring Fund, its principals, directors or trustees, officers, employees, agents, advisers or if applicable, subadvisers.
(b) The Acquired Fund agrees to hold harmless, indemnify and defend the Acquiring Fund, including any principals, directors or trustees, officers, employees and agents (“Acquiring Fund Agents”), against and from any and all Claims asserted against the Acquiring Fund, including any Acquiring Fund Agents, to the extent such Claims result from: (i) a violation of any provision of this Agreement or (ii) a violation of the terms and conditions of Rule 12d1-4, in each case by the Acquired Fund, its principals, directors or trustees, officers, employees, agents, advisers or if applicable, subadvisers.
(c) Any indemnification pursuant to this Section shall include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending the applicable Claims. This Section shall survive any termination of this Agreement.
5. Notices
Except as otherwise noted, all notices, including all information that either party is required to provide under the terms of this Agreement, shall be in writing and shall be delivered to the contact identified below (which may be changed from time to time upon written notice to the other party) by (i) Federal Express or other comparable overnight courier; (ii) registered or certified mail, postage prepaid, return receipt requested; (iii) facsimile with confirmation during normal business hours; or (iv) e-mail (to all parties set forth below). All notices, demands or requests so given will be deemed given when actually received.
If to the Acquiring Fund:
Cliffwater Corporate Lending Fund
c/o Cliffwater LLC
4640 Admiralty Way, 11th Floor
Marina del Rey, CA 90292
Attn: General Counsel
Tel: 310-448-5000
Fax: 310 448-5001
Email: legal@cliffwater.com
| 2 |
If to the Acquired Fund:
Barings Private Credit Corporation
Attn: Chief Compliance Officer
Tel: (704) 805-7200
Fax: NA
Email: Michael.Cowart@barings.com
Termination and Governing Law
(a) This Agreement will continue until terminated in writing by either party upon 60 days’ notice to the other party.
(b) This Agreement will be governed by laws of Delaware without regard to choice of law principles.
6. Miscellaneous
(a) This Agreement may not be assigned by either party without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party. Any assignment in contravention of this Section shall be null and void.
(b) Except as expressly set forth herein, nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns.
(c) No amendment, modification, or supplement of any provision of this Agreement will be valid or effective unless made in writing and signed by a duly authorized representative of each party.
(d) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any two or more counterparts thereof, individually or taken together, bear the signatures of both parties hereto. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original.
(e) If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force and effect, if the essential terms and conditions of this Agreement for both parties remain valid, legal and enforceable.
[Remainder of page intentionally left blank]
| 3 |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
CLIFFWATER CORPORATE LENDING FUND
| /s/ Stephen L. Nesbitt |
Name: Stephen L. Nesbitt
Title: President
BARINGS PRIVATE CREDIT CORPORATION
| /s/ Jonathan Bock |
Name: Jonathan Bock
Title: Co-Chief Executive Officer and President
| 4 |