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)

 _________________________________________________________

Bryan High

Chief Executive Officer

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)

 _________________________________________________________

Copies to:

Harry S. Pangas, Esq.

Clay Douglas, 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 June 1, 2023 (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 2,689,547 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 June 30, 2023, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 1, 2023 (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”), which are annexed to and 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 tender offer, which expired at 11:59 p.m., Eastern Time, on June 30, 2023;

- 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
Date: July 5, 2023	By:	/s/ Elizabeth A. Murray
		Elizabeth A. Murray
		Chief Financial Officer and Chief Operating Officer

EXHIBIT INDEX

Exhibit
107	Calculation of Filing Fees Table.

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

FORM 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	$55,942,577.60	(1)	0.0001102	$6,164.88	(2)
Fees Previously Paid	$—			$6,164.88	(2)
Total Transaction Valuation	$55,942,577.60	(1)
Total Fees Due for Filing				$6,164.88	(2)
Total Fees Previously Paid				$6,164.88	(2)
Total Fee Offsets				N/A
Net Fee Due				$—

(1) Calculated as the aggregate maximum purchase price for shares of common stock, par value $0.001, of Barings Private Credit Corporation (“Shares”), based upon the net asset value per Share as of April 30, 2023 of $20.80. This amount is based upon the offer to purchase up to 2,689,547 Shares. The fee of $6,164.88 was paid in connection with the filing of the Schedule TO-I by Barings Private Credit Corporation (File No. 005-92837) on June 1, 2023.

(2) Calculated at $110.20 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 2023.

Table 2: Fee Offset Claims and Sources

	Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Fee Paid with Fee Offset Source
Fees Offset Claims	Barings Private Credit Corporation	SC TO-I	005-92837	June 1, 2023		$6,164.88
Fee Offset Sources					June 1, 2023		$6,164.88