0001859919-24-000007.txt : 20240125 0001859919-24-000007.hdr.sgml : 20240125 20240125141442 ACCESSION NUMBER: 0001859919-24-000007 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240125 DATE AS OF CHANGE: 20240125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Barings Private Credit Corp CENTRAL INDEX KEY: 0001859919 ORGANIZATION NAME: IRS NUMBER: 863780522 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: 24561304 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 ORGANIZATION NAME: IRS NUMBER: 863780522 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 december2023to-a2filing.htm SC TO-I/A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE TO
(Amendment No. 2)
(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

December 1, 2023
(Date Tender Offer First Published, Sent or Given to Security Holders)
 _________________________________________________________
☐ 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. 2 (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 (the “SEC”) on December 1, 2023 (together with Amendment No. 1 thereto filed by the Company with the SEC on January 2, 2024, the “Schedule TO”). The Schedule TO relates to the offer by the Company to purchase up to 3,031,313 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 December 31, 2023, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 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 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:
–The Company has received the results of the Offer, which expired at 11:59 p.m., Eastern Time, on December 29, 2023;
–14,715.264 Shares were validly tendered and not properly withdrawn prior to the expiration of the Offer. The Company has accepted for purchase 100% of the Shares that were validly tendered and not properly withdrawn prior to the expiration of the Offer, at a purchase price per Share equal to the net asset value per Share as of December 31, 2023;
–The number of Shares that the Company has accepted for purchase in the Offer represents less than 1% of the total number of Shares outstanding as of September 30, 2023;
–Payment of the purchase price for the Shares was made in the form of non-interest bearing, non-transferrable promissory notes issued to the Shareholders whose tenders were accepted for purchase by the Company in accordance with the terms of the Offer; and
–On January 24, 2024, the Company determined that, as of December 31, 2023, the net asset value per Share was $20.84 per Share, resulting in an aggregate purchase price of $306,666.10 for the 14,715.264 Shares validly tendered and not withdrawn, which amount will be paid by the Company pursuant to the terms of the promissory notes.


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: January 25, 2024
 By: /s/ Elizabeth A. Murray
  Elizabeth A. Murray
  Chief Financial Officer and
Chief Operating Officer