0001140361-22-035769.txt : 20221003 0001140361-22-035769.hdr.sgml : 20221003 20221003160635 ACCESSION NUMBER: 0001140361-22-035769 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20221003 DATE AS OF CHANGE: 20221003 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Barings Private Credit Corp CENTRAL INDEX KEY: 0001859919 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92837 FILM NUMBER: 221287550 BUSINESS ADDRESS: STREET 1: 300 SOUTH TRYON STREET STREET 2: SUITE 2500 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 704-805-7200 MAIL ADDRESS: STREET 1: 300 SOUTH TRYON STREET STREET 2: SUITE 2500 CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: Barings Private Credit LLC DATE OF NAME CHANGE: 20210430 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Barings Private Credit Corp CENTRAL INDEX KEY: 0001859919 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 300 SOUTH TRYON STREET STREET 2: SUITE 2500 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 704-805-7200 MAIL ADDRESS: STREET 1: 300 SOUTH TRYON STREET STREET 2: SUITE 2500 CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: Barings Private Credit LLC DATE OF NAME CHANGE: 20210430 SC TO-I/A 1 ny20005455x1_sctoia.htm SC TO-I/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


SCHEDULE TO
(Amendment No. 1)
(Rule 13e-4)


TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934


Barings Private Credit Corporation
(Name of Subject Company (Issuer))

Barings Private Credit Corporation
(Names of Filing Person (Offeror and Issuer))

Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
CUSIP: 06763A 101
(CUSIP Number of Class of securities)


Jonathan Bock
Co-Chief Executive Officer and President
Barings Private Credit Corporation
300 South Tryon Street, Suite 2500
Charlotte, North Carolina 28202
(704) 805-7200
(Name, address and telephone no. of person authorized to receive notices and communications on behalf of filing person)


Copy to:
Harry S. Pangas, Esq.
Dechert LLP
1900 K Street, NW
Washington, DC 20006


☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐          Third-party tender offer subject to Rule 14d-1.
☒          Issuer tender offer subject to Rule 13e-4.
☐          Going-private transaction subject to Rule 13e-3.
☐          Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

FINAL AMENDMENT TO TENDER OFFER STATEMENT

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Barings Private Credit Corporation, a Maryland corporation (the “Company”), with the U.S. Securities and Exchange Commission on September 1, 2022 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by the Company to purchase up to 2,579,748 shares of its common stock, par value $0.001 per share (the “Shares”), at a purchase price equal to the net asset value per Share as of September 30, 2022, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 1, 2022 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto and with the Offer to Purchase, the “Offer”), filed with the Schedule TO as Exhibits (a)(1)(ii) and (a)(1)(iii), respectively.

This Amendment is being filed by the Company to report the final results of the Offer. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

The following information is provided pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended:

-
The Company has received the final results of the Offer, which expired at 11:59 p.m., Eastern Time, on September 30, 2022; and

-
No Shares were tendered by Shareholders in connection with the Offer and, as a result, the Company has accepted no Shares for purchase pursuant to the Offer.
SIGNATURE

After due 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.

 
BARINGS PRIVATE CREDIT CORPORATION
     
 
By:
/s/ Jonathan A. Landsberg
 
Name:
Jonathan A. Landsberg
 
Title:
Chief Financial Officer

Dated: October 3, 2022
EXHIBIT INDEX

Exhibit
    
 
Calculation of Filing Fees Table.

EX-FILING FEES 2 ny20005455x1_ex107.htm FILING FEES
Exhibit 107

Calculation of Filing Fee Tables

FORM SC TO-I/A
(Form Type)

Barings Private Credit Corporation
(Name of Issuer)

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

Table 1: Transaction Valuation

 
Transaction Valuation
Fee Rate
Amount of Filing Fee
Fees to Be Paid
$0.00 (1)
0.0000927
$0.00 (1)
Fees Previously Paid
$54,123,114 (2)
  
$5,017.22 (3)
Total Transaction Valuation
$0.00 (1)
  
$0.00 (1)
Total Fees Due for Filing
    
$0.00 (1)
Total Fees Previously Paid
    
$5,017.22 (3)
Total Fee Offsets
    
N/A
Net Fee Due
    
$(5,017.22)

(1) No shares of common stock (“Shares”), par value $0.001 per share, of Barings Private Credit Corporation (the “Company”) were tendered by the Company’s stockholders in connection with the tender offer and, as a result, the Company has accepted no Shares for purchase pursuant to the tender offer.

(2) Calculated as the aggregate maximum purchase price for Shares, based upon the net asset value per Share as of July 31, 2022, of $20.98. This amount is based upon the offer to purchase up to 2,579,748 Shares. The fee of $5,017.22 was paid in connection with the filing of the Schedule TO-I by the Company (File No. 005-92837) on September 1, 2022.

(3) Calculated at $92.70 per $1,000,000.00 of the Transaction Valuation in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for Fiscal Year 2022.