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$ / shares in Units, € in Millions, £ in Millions, $ in Millions, $ in Millions
 9 Months Ended
Sep. 30, 2025
USD ($)
$ / shares
Sep. 30, 2025
GBP (£)
Sep. 30, 2025
NZD ($)
Sep. 30, 2025
EUR (€)
Dec. 31, 2024
$ / shares
Sep. 30, 2024
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Dec. 31, 2023
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Cover [Abstract]              
Entity Central Index Key 0001859919 0001859919 0001859919 0001859919      
Amendment Flag false false false false      
Securities Act File Number 814-01397 814-01397 814-01397 814-01397      
Document Type 10-Q 10-Q 10-Q 10-Q      
Entity Registrant Name Barings Private Credit Corporation Barings Private Credit Corporation Barings Private Credit Corporation Barings Private Credit Corporation      
Entity Address, Address Line One 300 South Tryon Street, 300 South Tryon Street, 300 South Tryon Street, 300 South Tryon Street,      
Entity Address, Address Line Two Suite 2500 Suite 2500 Suite 2500 Suite 2500      
Entity Address, City or Town Charlotte Charlotte Charlotte Charlotte      
Entity Address, State or Province NC NC NC NC      
Entity Address, Postal Zip Code 28202 28202 28202 28202      
City Area Code (704) (704) (704) (704)      
Local Phone Number 805-7200 805-7200 805-7200 805-7200      
Entity Emerging Growth Company true true true true      
Entity Ex Transition Period false false false false      
General Description of Registrant [Abstract]              
NAV Per Share | $ / shares $ 20.53       $ 20.80 $ 20.78 $ 20.84
Capital Stock, Long-Term Debt, and Other Securities [Abstract]              
Long Term Debt [Table Text Block]
Financing Transactions
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding LLC (“BPC Funding”), our wholly-owned subsidiary, entered into a senior secured revolving credit facility with BNP Paribas (“BNPP”) (as amended, the “Revolving Credit Facility”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and we serve as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million. On May 9, 2024, BPC Funding and BNPP amended the Revolving Credit Facility to extend the revolving period and maturity date of the Revolving Credit Facility to May 11, 2027 and May 11, 2029, respectively.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bore interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. Commencing on May 9, 2024, advances under the Revolving Credit Facility bear interest at a per annum rate equal to, in the case of dollar advances, Term SOFR based upon the applicable interest accrual period, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of (1) during the reinvestment period, 2.50% and (2) following the reinvestment period, 3.00%.
Under the Revolving Credit Facility, BPC Funding pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding paid an unused fee of 1.25% per annum if the unused facility amount was greater than 50%, or 0.75% per annum if the unused facility amount was less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on May 9, 2024, BPC Funding pays an unused fee, based on the average daily unused amount of the financing commitments, in an amount not to exceed (1) 1.375% per annum for the period up to and including March 31, 2025, and (2) 2.00% per annum for the period after March 31, 2025, in addition to certain other fees as agreed between BPC Funding and BNPP.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The expiration date for the period during which BPC Funding may borrow under the Revolving Credit Facility is May 11, 2027, and the scheduled maturity date under the Revolving Credit Agreement is May 11, 2029.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the Revolving Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $428.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 6.800% (three month SOFR of 4.300%), borrowings denominated in British pounds sterling of £7.2 million ($9.7 million U.S. dollars) with a weighted average interest rate of 6.717% (daily SONIA of 4.098%), borrowings denominated in New Zealand dollars of NZ$4.1 million ($2.4 million U.S. dollars) with an interest rate of 5.690% (three month NZBB of 3.190%) and borrowings denominated in Euros of €87.6 million ($102.9 million U.S. dollars) with a weighted average interest rate of 4.526% (three month EURIBOR of 2.026%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the Revolving Credit Facility was $543.4 million. See “Note 5. Borrowings — BNP Paribas Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the Revolving Credit Facility.
SMBC Revolving Credit Facility
On March 6, 2023, we entered into a senior secured revolving credit facility (as amended, the “SMBC Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent (“SMBC”), as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto. The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On February 8, 2024, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, we pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between us and SMBC.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility
is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, SMBC, as administrative agent, may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of September 30, 2025, we were in compliance with all covenants of the SMBC Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $120.0 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.013% (one-month SOFR of 4.170%) and borrowings denominated in Euros of €24.0 million ($28.2 million U.S. dollars) with an interest rate of 3.880% (one month EURIBOR of 1.880%).
The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the SMBC Credit Facility was $148.2 million. See “Note 5. Borrowings — SMBC Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the SMBC Credit Facility.
BANA SPV Credit Facility
On August 1, 2025, we, through our wholly-owned subsidiary, BPCC Senior Finance I, LLC (“BPCC Senior Finance”) as borrower, entered into a credit agreement (the “BANA SPV Credit Agreement”) with Bank of America, N.A. (“BANA”), as administrative agent, sole lead arranger and sole book manager, U.S. Bank Trust Company, National Association, as collateral custodian, and the lenders party thereto, which provides BPCC Senior Finance with a revolving credit facility (the “BANA SPV Credit Facility”). We serve as collateral manager under the BANA SPV Credit Facility. The initial maximum amount of borrowings available under the BANA SPV Credit Facility is $250 million, with an accordion provision permitting increases to a maximum facility amount of up to $400 million.
Borrowings under the BANA SPV Credit Facility initially bear interest at a per annum rate equal to, in the case of dollar advances, Term SOFR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus, in each case, an applicable margin of 1.50%. Commencing on February 1, 2026, BPCC Senior Finance will pay an unused fee of (a) 1.00% per annum for the unused facility amount up to 65% of the maximum committed facility size and (b) 0.50% per annum for any remaining unused facility amount.
Borrowings under the BANA SPV Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPCC Senior Finance varies depending upon the types of assets in BPCC Senior Finance’s portfolio. Assets must meet certain eligibility criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The period during which BPCC Senior Finance may borrow under the BANA SPV Credit Facility expires on August 1, 2028, and the BANA SPV Credit Facility will mature and all amounts outstanding thereunder must be repaid by August 1, 2030.
BPCC Senior Finance’s obligations to the lenders under the BANA SPV Credit Facility are secured by a first priority security interest in all of BPCC Senior Finance’s portfolio investments and cash. The obligations of BPCC Senior Finance under the BANA SPV Credit Facility are non-recourse to us, and our exposure under the BANA SPV Credit Facility is limited to the value of our investment in BPCC Senior Finance.
In connection with the BANA SPV Credit Facility, BPCC Senior Finance has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The BANA SPV Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPCC Senior Finance occurs. Upon the occurrence and during the continuation of an event of default, BANA may declare the outstanding advances and all other obligations under the BANA SPV Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPCC Senior Finance obtain the consent of BANA prior to entering into any sale or disposition with respect to BPCC Senior Finance’s portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the BANA SPV
Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $135.0 million outstanding under the BANA SPV Credit Facility with a weighted average interest rate of 5.871% (Term SOFR of 4.371%).
The fair values of the borrowings outstanding under the BANA SPV Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the BANA SPV Credit Facility was $135.0 million. See “Note 5. Borrowings — BANA SPV Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the BANA SPV Credit Facility.
2023 Debt Securitization
On August 23, 2023 (the “2023 Debt Securitization Closing Date”), we completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by one of our subsidiaries, which is consolidated by us and subject to our overall asset coverage requirements.
On the 2023 Debt Securitization Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of ours, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company (“State Street”), as collateral trustee (the “2023 Debt Securitization CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consisted of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three month SOFR plus 6.35% (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “2023 Debt Securitization Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and together with the 2023 Debt Securitization Secured Notes, the “2023 Debt Securitization Secured Debt”). Additionally, on the 2023 Debt Securitization Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “2023 Debt Securitization Subordinated Notes”), which did not bear interest. The 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Notes”, and the 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the 2023 Debt Securitization Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee. The 2023 Debt Securitization was backed by a diversified portfolio of middle-market commercial loans. The 2023 Debt Securitization Debt was scheduled to mature on July 15, 2031; however, the 2023 Debt Securitization Debt may have been, but was not, redeemed by the Issuers, at the direction of the Company as holder of the 2023 Debt Securitization Subordinated Notes, on any business day after July 15, 2024. We acted as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such was required to retain a portion of the 2023 Debt Securitization Subordinated Notes. We retained all of the 2023 Debt Securitization Subordinated Notes issued in the 2023 Debt Securitization.
Under the terms of the master loan sale agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Loan Sale Agreement”) that provided for the sale of certain loans (the “2023 Debt Securitization Collateral Obligations”) to the CLO Issuer, we transferred to the CLO Issuer a portion of its ownership interest in the 2023 Debt Securitization Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the 2023 Debt Securitization Loan Sale Agreement. Under the terms of the master participation and assignment agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Participation Agreement”), pending the settlement of the 2023 Debt Securitization Collateral Obligations transferred to the CLO Issuer under the 2023
Debt Securitization Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans and participations. We made customary representations, warranties and covenants in the 2023 Debt Securitization Loan Sale Agreement.
The 2023 Debt Securitization Secured Debt was the secured obligation of the Issuers, the 2023 Debt Securitization Subordinated Notes were the unsecured obligations of the CLO Issuer, and the 2023 Debt Securitization CLO Indenture and Class A-2 Credit Agreement governing the 2023 Debt Securitization Debt included customary covenants and events of default. The 2023 Debt Securitization Debt was not registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws and will not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
On September 17, 2024, the Issuers closed a refinancing and upsize of the 2023 Debt Securitization in the amount of a $504.0 million collateralized loan obligation (the “CLO Reset Transaction”).
The CLO Reset Transaction was executed through: (A) the issuance by the Issuers of the following classes of notes pursuant that certain amended and restated indenture and security agreement (as amended, modified or supplemented from time to time, the “Amended and Restated Indenture”), dated as of September 17, 2024, by and among the CLO Issuer, the Co-Issuer, and State Street, as collateral trustee: (i) of $110,000,000 of AAA(sf) Class A-1AR Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AR Notes”); (ii) $0 of AAA(sf) Class A-1AL Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AL Notes”); (iii) $35,000,000 of AAA(sf) Class A-1BR Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.90% (the “Class A-1BR Notes”); (iv) $30,000,000 of AA(sf) of Class A-2R Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 2.00% (the “Class A-2R Notes”); (v) $40,000,000 of A(sf) Class B-R Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 2.50% (the “Class B-R Notes”); and (vi) $30,000,000 of BBB-(sf) Class C-R Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 4.50% (the “Class C-R Notes” and together with the Class A-1AR Notes, the Class A-1AL Notes, the Class A-1BR Notes, the Class A-2R Notes and the Class B-R Notes, the “Secured Replacement Notes”); (B) the extension, pursuant to the Amended and Restated Indenture, of the stated maturity date of the $94,000,000 of subordinated notes issued by the CLO Issuer in connection with the original closing of the collateralized loan obligation transaction of the Issuers (the “Replacement Subordinated Notes”) to 2036; and (C) the borrowing by the Issuers of (i) $115,000,000 of AAA(sf) Class A-1A Senior Secured Floating Rate Loans maturing 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1A Loans”), pursuant to a class A-1A credit agreement (the “Class A-1A Credit Agreement”), dated as of September 17, 2024, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee; and (ii) $50,000,000 of AAA(sf) Class A-1AS Senior Secured Floating Rate Loans maturing 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AS Loans” and, together with the Class A-1A Loans and the Secured Replacement Notes, the “Secured Replacement Debt,” and together with the Replacement Subordinated Notes, the “Replacement Debt”), pursuant to a class A-1AS credit agreement (the “Class A-1AS Credit Agreement”), dated as of September 17, 2024, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee.
The CLO Reset Transaction is backed by a diversified portfolio of middle-market commercial loans. The Replacement Debt will mature on October 15, 2036; however, the Replacement Debt may be redeemed by the Issuers, at our direction as holder of the Replacement Subordinated Notes, on any business day after October 15, 2026. We continue to act as retention holder in connection with the CLO Reset Transaction for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to continue to retain a portion of the Replacement Subordinated Notes. The Replacement Debt was 100% funded at closing. We continue to retain 100% of the Replacement Subordinated Notes.
The CLO Issuer used the proceeds from the CLO Reset Transaction to, among other things, purchase certain middle-market loans (“Collateral Obligations”) on September 17, 2024 from us pursuant to an amended and restated master loan sale agreement entered into on September 17, 2024 (the “CLO Reset Transaction Amended and Restated Sale Agreement”), as described below.
Under the terms of the CLO Reset Transaction Amended and Restated Sale Agreement that provides for the sale of Collateral Obligations to the CLO Issuer, we transferred to the CLO Issuer on September 17, 2024, and will transfer from time to time after September 17, 2024, a portion of our ownership interest in the Collateral Obligations securing the CLO Reset Transaction for the purchase price and other consideration set forth in the CLO Reset Transaction Amended and Restated Sale
Agreement. Following each such transfer pursuant to the CLO Reset Transaction Amended and Restated Sale Agreement, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans. We made customary representations, warranties and covenants in the CLO Reset Transaction Amended and Restated Sale Agreement.
The Secured Replacement Debt is the secured obligation of the Issuer. The Amended and Restated Indenture, the Class A-1A Credit Agreement and the Class A-1AS Credit Agreement governing the Replacement Debt include customary covenants and events of default. The Replacement Debt has not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
We continue to serve as collateral manager to the CLO Issuer under an amended and restated collateral management agreement entered into on September 17, 2024 (the “Amended and Restated Collateral Management Agreement”) and have agreed to irrevocably waive all collateral management fees payable pursuant to the Amended and Restated Collateral Management Agreement
As of September 30, 2025, the fair value of the Class A-1AR Notes, Class A-1A Loans, Class A-1AS Loans, Class A-1BR Notes, Class A-2R Notes, Class B-R Notes and Class C-R Notes was $410.7 million. The fair values of the Class A-1AR Notes, Class A-1A Loans, Class A-1AS Loans, Class A-1BR Notes, Class A-2R Notes, Class B-R Notes and Class C-R Notes were based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs. See “Note 5. Borrowings — 2023 Debt Securitization” to our Unaudited Consolidated Financial Statements for additional information regarding the 2023 Debt Securitization.
July 2026 Notes
On July 29, 2021, we entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021 and October 28, 2021, respectively. The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the July 2021 NPA.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the July 2021 NPA.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings — July 2026 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the July 2021 NPA and the July 2026 Notes issued thereunder.
As of September 30, 2025, the fair value of the outstanding July 2026 Notes was $147.3 million. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
May 2027 Notes
On May 10, 2022, we entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the May 2022 NPA.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings — May 2027 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the May 2022 NPA and the May 2027 Notes issued thereunder.
As of September 30, 2025, the fair value of the outstanding May 2027 Notes was $155.2 million. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, we entered into a $100.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $0.2 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $(14.7) thousand. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
June 2030 Notes
On June 11, 2025, we and U.S. Bank Trust Company, National Association (the “Trustee”) entered into an Indenture (the “Base Indenture”) and a Supplemental Indenture thereto (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The First Supplemental Indenture relates to our issuance of $400.0 million in aggregate principal amount of our 6.150% senior unsecured notes due 2030 (the “June 2030 Notes”).
The June 2030 Notes will mature on June 11, 2030 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the Indenture. The June 2030 Notes bear interest at a rate of 6.150% per year payable semi-annually on June 11 and December 11 of each year, commencing on December 11, 2025. The June 2030 Notes are general unsecured obligations of ours that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the June 2030 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, as amended, whether or not it is subject to those requirements and giving effect to any exemptive relief granted to us by the SEC, and to provide financial
information to the holders of the June 2030 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, we will generally be required to make an offer to purchase the outstanding June 2030 Notes at a price equal to 100% of the principal amount of such June 2030 Notes plus accrued and unpaid interest to the repurchase date.
The net proceeds received by us in connection with the June 2030 Notes offering were approximately $390.2 million, after deducting the initial purchaser discounts and estimated offering expenses.
As of September 30, 2025, the fair value of the outstanding June 2030 Notes was $402.6 million. The fair value determinations of the June 2030 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. See “Note 5. Borrowings — June 2030 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the June 2030 Notes.
In connection with the offering of the June 2030 Notes, on June 11, 2025, we entered into a $400.0 million notional value interest rate swap. We receive a fixed rate interest at 6.15% paid semi-annually and pay semi-annually based on a compounded daily rate of SOFR plus 2.50550%. The swap transaction matures on June 11, 2030. The interest expense related to the June 2030 Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $2.6 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited and Audited Consolidated Balance Sheets. The change in fair value of the interest rate swap is offset by the change in fair value of the June 2030 Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Financing Transactions
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding LLC (“BPC Funding”), our wholly-owned subsidiary, entered into a senior secured revolving credit facility with BNP Paribas (“BNPP”) (as amended, the “Revolving Credit Facility”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and we serve as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million. On May 9, 2024, BPC Funding and BNPP amended the Revolving Credit Facility to extend the revolving period and maturity date of the Revolving Credit Facility to May 11, 2027 and May 11, 2029, respectively.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bore interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. Commencing on May 9, 2024, advances under the Revolving Credit Facility bear interest at a per annum rate equal to, in the case of dollar advances, Term SOFR based upon the applicable interest accrual period, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of (1) during the reinvestment period, 2.50% and (2) following the reinvestment period, 3.00%.
Under the Revolving Credit Facility, BPC Funding pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding paid an unused fee of 1.25% per annum if the unused facility amount was greater than 50%, or 0.75% per annum if the unused facility amount was less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on May 9, 2024, BPC Funding pays an unused fee, based on the average daily unused amount of the financing commitments, in an amount not to exceed (1) 1.375% per annum for the period up to and including March 31, 2025, and (2) 2.00% per annum for the period after March 31, 2025, in addition to certain other fees as agreed between BPC Funding and BNPP.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The expiration date for the period during which BPC Funding may borrow under the Revolving Credit Facility is May 11, 2027, and the scheduled maturity date under the Revolving Credit Agreement is May 11, 2029.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the Revolving Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $428.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 6.800% (three month SOFR of 4.300%), borrowings denominated in British pounds sterling of £7.2 million ($9.7 million U.S. dollars) with a weighted average interest rate of 6.717% (daily SONIA of 4.098%), borrowings denominated in New Zealand dollars of NZ$4.1 million ($2.4 million U.S. dollars) with an interest rate of 5.690% (three month NZBB of 3.190%) and borrowings denominated in Euros of €87.6 million ($102.9 million U.S. dollars) with a weighted average interest rate of 4.526% (three month EURIBOR of 2.026%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the Revolving Credit Facility was $543.4 million. See “Note 5. Borrowings — BNP Paribas Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the Revolving Credit Facility.
SMBC Revolving Credit Facility
On March 6, 2023, we entered into a senior secured revolving credit facility (as amended, the “SMBC Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent (“SMBC”), as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto. The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On February 8, 2024, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, we pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between us and SMBC.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility
is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, SMBC, as administrative agent, may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of September 30, 2025, we were in compliance with all covenants of the SMBC Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $120.0 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.013% (one-month SOFR of 4.170%) and borrowings denominated in Euros of €24.0 million ($28.2 million U.S. dollars) with an interest rate of 3.880% (one month EURIBOR of 1.880%).
The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the SMBC Credit Facility was $148.2 million. See “Note 5. Borrowings — SMBC Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the SMBC Credit Facility.
BANA SPV Credit Facility
On August 1, 2025, we, through our wholly-owned subsidiary, BPCC Senior Finance I, LLC (“BPCC Senior Finance”) as borrower, entered into a credit agreement (the “BANA SPV Credit Agreement”) with Bank of America, N.A. (“BANA”), as administrative agent, sole lead arranger and sole book manager, U.S. Bank Trust Company, National Association, as collateral custodian, and the lenders party thereto, which provides BPCC Senior Finance with a revolving credit facility (the “BANA SPV Credit Facility”). We serve as collateral manager under the BANA SPV Credit Facility. The initial maximum amount of borrowings available under the BANA SPV Credit Facility is $250 million, with an accordion provision permitting increases to a maximum facility amount of up to $400 million.
Borrowings under the BANA SPV Credit Facility initially bear interest at a per annum rate equal to, in the case of dollar advances, Term SOFR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus, in each case, an applicable margin of 1.50%. Commencing on February 1, 2026, BPCC Senior Finance will pay an unused fee of (a) 1.00% per annum for the unused facility amount up to 65% of the maximum committed facility size and (b) 0.50% per annum for any remaining unused facility amount.
Borrowings under the BANA SPV Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPCC Senior Finance varies depending upon the types of assets in BPCC Senior Finance’s portfolio. Assets must meet certain eligibility criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The period during which BPCC Senior Finance may borrow under the BANA SPV Credit Facility expires on August 1, 2028, and the BANA SPV Credit Facility will mature and all amounts outstanding thereunder must be repaid by August 1, 2030.
BPCC Senior Finance’s obligations to the lenders under the BANA SPV Credit Facility are secured by a first priority security interest in all of BPCC Senior Finance’s portfolio investments and cash. The obligations of BPCC Senior Finance under the BANA SPV Credit Facility are non-recourse to us, and our exposure under the BANA SPV Credit Facility is limited to the value of our investment in BPCC Senior Finance.
In connection with the BANA SPV Credit Facility, BPCC Senior Finance has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The BANA SPV Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPCC Senior Finance occurs. Upon the occurrence and during the continuation of an event of default, BANA may declare the outstanding advances and all other obligations under the BANA SPV Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPCC Senior Finance obtain the consent of BANA prior to entering into any sale or disposition with respect to BPCC Senior Finance’s portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the BANA SPV
Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $135.0 million outstanding under the BANA SPV Credit Facility with a weighted average interest rate of 5.871% (Term SOFR of 4.371%).
The fair values of the borrowings outstanding under the BANA SPV Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the BANA SPV Credit Facility was $135.0 million. See “Note 5. Borrowings — BANA SPV Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the BANA SPV Credit Facility.
2023 Debt Securitization
On August 23, 2023 (the “2023 Debt Securitization Closing Date”), we completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by one of our subsidiaries, which is consolidated by us and subject to our overall asset coverage requirements.
On the 2023 Debt Securitization Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of ours, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company (“State Street”), as collateral trustee (the “2023 Debt Securitization CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consisted of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three month SOFR plus 6.35% (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “2023 Debt Securitization Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and together with the 2023 Debt Securitization Secured Notes, the “2023 Debt Securitization Secured Debt”). Additionally, on the 2023 Debt Securitization Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “2023 Debt Securitization Subordinated Notes”), which did not bear interest. The 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Notes”, and the 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the 2023 Debt Securitization Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee. The 2023 Debt Securitization was backed by a diversified portfolio of middle-market commercial loans. The 2023 Debt Securitization Debt was scheduled to mature on July 15, 2031; however, the 2023 Debt Securitization Debt may have been, but was not, redeemed by the Issuers, at the direction of the Company as holder of the 2023 Debt Securitization Subordinated Notes, on any business day after July 15, 2024. We acted as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such was required to retain a portion of the 2023 Debt Securitization Subordinated Notes. We retained all of the 2023 Debt Securitization Subordinated Notes issued in the 2023 Debt Securitization.
Under the terms of the master loan sale agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Loan Sale Agreement”) that provided for the sale of certain loans (the “2023 Debt Securitization Collateral Obligations”) to the CLO Issuer, we transferred to the CLO Issuer a portion of its ownership interest in the 2023 Debt Securitization Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the 2023 Debt Securitization Loan Sale Agreement. Under the terms of the master participation and assignment agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Participation Agreement”), pending the settlement of the 2023 Debt Securitization Collateral Obligations transferred to the CLO Issuer under the 2023
Debt Securitization Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans and participations. We made customary representations, warranties and covenants in the 2023 Debt Securitization Loan Sale Agreement.
The 2023 Debt Securitization Secured Debt was the secured obligation of the Issuers, the 2023 Debt Securitization Subordinated Notes were the unsecured obligations of the CLO Issuer, and the 2023 Debt Securitization CLO Indenture and Class A-2 Credit Agreement governing the 2023 Debt Securitization Debt included customary covenants and events of default. The 2023 Debt Securitization Debt was not registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws and will not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
On September 17, 2024, the Issuers closed a refinancing and upsize of the 2023 Debt Securitization in the amount of a $504.0 million collateralized loan obligation (the “CLO Reset Transaction”).
The CLO Reset Transaction was executed through: (A) the issuance by the Issuers of the following classes of notes pursuant that certain amended and restated indenture and security agreement (as amended, modified or supplemented from time to time, the “Amended and Restated Indenture”), dated as of September 17, 2024, by and among the CLO Issuer, the Co-Issuer, and State Street, as collateral trustee: (i) of $110,000,000 of AAA(sf) Class A-1AR Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AR Notes”); (ii) $0 of AAA(sf) Class A-1AL Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AL Notes”); (iii) $35,000,000 of AAA(sf) Class A-1BR Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.90% (the “Class A-1BR Notes”); (iv) $30,000,000 of AA(sf) of Class A-2R Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 2.00% (the “Class A-2R Notes”); (v) $40,000,000 of A(sf) Class B-R Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 2.50% (the “Class B-R Notes”); and (vi) $30,000,000 of BBB-(sf) Class C-R Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 4.50% (the “Class C-R Notes” and together with the Class A-1AR Notes, the Class A-1AL Notes, the Class A-1BR Notes, the Class A-2R Notes and the Class B-R Notes, the “Secured Replacement Notes”); (B) the extension, pursuant to the Amended and Restated Indenture, of the stated maturity date of the $94,000,000 of subordinated notes issued by the CLO Issuer in connection with the original closing of the collateralized loan obligation transaction of the Issuers (the “Replacement Subordinated Notes”) to 2036; and (C) the borrowing by the Issuers of (i) $115,000,000 of AAA(sf) Class A-1A Senior Secured Floating Rate Loans maturing 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1A Loans”), pursuant to a class A-1A credit agreement (the “Class A-1A Credit Agreement”), dated as of September 17, 2024, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee; and (ii) $50,000,000 of AAA(sf) Class A-1AS Senior Secured Floating Rate Loans maturing 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AS Loans” and, together with the Class A-1A Loans and the Secured Replacement Notes, the “Secured Replacement Debt,” and together with the Replacement Subordinated Notes, the “Replacement Debt”), pursuant to a class A-1AS credit agreement (the “Class A-1AS Credit Agreement”), dated as of September 17, 2024, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee.
The CLO Reset Transaction is backed by a diversified portfolio of middle-market commercial loans. The Replacement Debt will mature on October 15, 2036; however, the Replacement Debt may be redeemed by the Issuers, at our direction as holder of the Replacement Subordinated Notes, on any business day after October 15, 2026. We continue to act as retention holder in connection with the CLO Reset Transaction for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to continue to retain a portion of the Replacement Subordinated Notes. The Replacement Debt was 100% funded at closing. We continue to retain 100% of the Replacement Subordinated Notes.
The CLO Issuer used the proceeds from the CLO Reset Transaction to, among other things, purchase certain middle-market loans (“Collateral Obligations”) on September 17, 2024 from us pursuant to an amended and restated master loan sale agreement entered into on September 17, 2024 (the “CLO Reset Transaction Amended and Restated Sale Agreement”), as described below.
Under the terms of the CLO Reset Transaction Amended and Restated Sale Agreement that provides for the sale of Collateral Obligations to the CLO Issuer, we transferred to the CLO Issuer on September 17, 2024, and will transfer from time to time after September 17, 2024, a portion of our ownership interest in the Collateral Obligations securing the CLO Reset Transaction for the purchase price and other consideration set forth in the CLO Reset Transaction Amended and Restated Sale
Agreement. Following each such transfer pursuant to the CLO Reset Transaction Amended and Restated Sale Agreement, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans. We made customary representations, warranties and covenants in the CLO Reset Transaction Amended and Restated Sale Agreement.
The Secured Replacement Debt is the secured obligation of the Issuer. The Amended and Restated Indenture, the Class A-1A Credit Agreement and the Class A-1AS Credit Agreement governing the Replacement Debt include customary covenants and events of default. The Replacement Debt has not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
We continue to serve as collateral manager to the CLO Issuer under an amended and restated collateral management agreement entered into on September 17, 2024 (the “Amended and Restated Collateral Management Agreement”) and have agreed to irrevocably waive all collateral management fees payable pursuant to the Amended and Restated Collateral Management Agreement
As of September 30, 2025, the fair value of the Class A-1AR Notes, Class A-1A Loans, Class A-1AS Loans, Class A-1BR Notes, Class A-2R Notes, Class B-R Notes and Class C-R Notes was $410.7 million. The fair values of the Class A-1AR Notes, Class A-1A Loans, Class A-1AS Loans, Class A-1BR Notes, Class A-2R Notes, Class B-R Notes and Class C-R Notes were based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs. See “Note 5. Borrowings — 2023 Debt Securitization” to our Unaudited Consolidated Financial Statements for additional information regarding the 2023 Debt Securitization.
July 2026 Notes
On July 29, 2021, we entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021 and October 28, 2021, respectively. The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the July 2021 NPA.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the July 2021 NPA.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings — July 2026 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the July 2021 NPA and the July 2026 Notes issued thereunder.
As of September 30, 2025, the fair value of the outstanding July 2026 Notes was $147.3 million. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
May 2027 Notes
On May 10, 2022, we entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the May 2022 NPA.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings — May 2027 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the May 2022 NPA and the May 2027 Notes issued thereunder.
As of September 30, 2025, the fair value of the outstanding May 2027 Notes was $155.2 million. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, we entered into a $100.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $0.2 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $(14.7) thousand. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
June 2030 Notes
On June 11, 2025, we and U.S. Bank Trust Company, National Association (the “Trustee”) entered into an Indenture (the “Base Indenture”) and a Supplemental Indenture thereto (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The First Supplemental Indenture relates to our issuance of $400.0 million in aggregate principal amount of our 6.150% senior unsecured notes due 2030 (the “June 2030 Notes”).
The June 2030 Notes will mature on June 11, 2030 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the Indenture. The June 2030 Notes bear interest at a rate of 6.150% per year payable semi-annually on June 11 and December 11 of each year, commencing on December 11, 2025. The June 2030 Notes are general unsecured obligations of ours that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the June 2030 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, as amended, whether or not it is subject to those requirements and giving effect to any exemptive relief granted to us by the SEC, and to provide financial
information to the holders of the June 2030 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, we will generally be required to make an offer to purchase the outstanding June 2030 Notes at a price equal to 100% of the principal amount of such June 2030 Notes plus accrued and unpaid interest to the repurchase date.
The net proceeds received by us in connection with the June 2030 Notes offering were approximately $390.2 million, after deducting the initial purchaser discounts and estimated offering expenses.
As of September 30, 2025, the fair value of the outstanding June 2030 Notes was $402.6 million. The fair value determinations of the June 2030 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. See “Note 5. Borrowings — June 2030 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the June 2030 Notes.
In connection with the offering of the June 2030 Notes, on June 11, 2025, we entered into a $400.0 million notional value interest rate swap. We receive a fixed rate interest at 6.15% paid semi-annually and pay semi-annually based on a compounded daily rate of SOFR plus 2.50550%. The swap transaction matures on June 11, 2030. The interest expense related to the June 2030 Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $2.6 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited and Audited Consolidated Balance Sheets. The change in fair value of the interest rate swap is offset by the change in fair value of the June 2030 Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Financing Transactions
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding LLC (“BPC Funding”), our wholly-owned subsidiary, entered into a senior secured revolving credit facility with BNP Paribas (“BNPP”) (as amended, the “Revolving Credit Facility”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and we serve as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million. On May 9, 2024, BPC Funding and BNPP amended the Revolving Credit Facility to extend the revolving period and maturity date of the Revolving Credit Facility to May 11, 2027 and May 11, 2029, respectively.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bore interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. Commencing on May 9, 2024, advances under the Revolving Credit Facility bear interest at a per annum rate equal to, in the case of dollar advances, Term SOFR based upon the applicable interest accrual period, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of (1) during the reinvestment period, 2.50% and (2) following the reinvestment period, 3.00%.
Under the Revolving Credit Facility, BPC Funding pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding paid an unused fee of 1.25% per annum if the unused facility amount was greater than 50%, or 0.75% per annum if the unused facility amount was less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on May 9, 2024, BPC Funding pays an unused fee, based on the average daily unused amount of the financing commitments, in an amount not to exceed (1) 1.375% per annum for the period up to and including March 31, 2025, and (2) 2.00% per annum for the period after March 31, 2025, in addition to certain other fees as agreed between BPC Funding and BNPP.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The expiration date for the period during which BPC Funding may borrow under the Revolving Credit Facility is May 11, 2027, and the scheduled maturity date under the Revolving Credit Agreement is May 11, 2029.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the Revolving Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $428.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 6.800% (three month SOFR of 4.300%), borrowings denominated in British pounds sterling of £7.2 million ($9.7 million U.S. dollars) with a weighted average interest rate of 6.717% (daily SONIA of 4.098%), borrowings denominated in New Zealand dollars of NZ$4.1 million ($2.4 million U.S. dollars) with an interest rate of 5.690% (three month NZBB of 3.190%) and borrowings denominated in Euros of €87.6 million ($102.9 million U.S. dollars) with a weighted average interest rate of 4.526% (three month EURIBOR of 2.026%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the Revolving Credit Facility was $543.4 million. See “Note 5. Borrowings — BNP Paribas Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the Revolving Credit Facility.
SMBC Revolving Credit Facility
On March 6, 2023, we entered into a senior secured revolving credit facility (as amended, the “SMBC Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent (“SMBC”), as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto. The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On February 8, 2024, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, we pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between us and SMBC.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility
is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, SMBC, as administrative agent, may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of September 30, 2025, we were in compliance with all covenants of the SMBC Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $120.0 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.013% (one-month SOFR of 4.170%) and borrowings denominated in Euros of €24.0 million ($28.2 million U.S. dollars) with an interest rate of 3.880% (one month EURIBOR of 1.880%).
The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the SMBC Credit Facility was $148.2 million. See “Note 5. Borrowings — SMBC Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the SMBC Credit Facility.
BANA SPV Credit Facility
On August 1, 2025, we, through our wholly-owned subsidiary, BPCC Senior Finance I, LLC (“BPCC Senior Finance”) as borrower, entered into a credit agreement (the “BANA SPV Credit Agreement”) with Bank of America, N.A. (“BANA”), as administrative agent, sole lead arranger and sole book manager, U.S. Bank Trust Company, National Association, as collateral custodian, and the lenders party thereto, which provides BPCC Senior Finance with a revolving credit facility (the “BANA SPV Credit Facility”). We serve as collateral manager under the BANA SPV Credit Facility. The initial maximum amount of borrowings available under the BANA SPV Credit Facility is $250 million, with an accordion provision permitting increases to a maximum facility amount of up to $400 million.
Borrowings under the BANA SPV Credit Facility initially bear interest at a per annum rate equal to, in the case of dollar advances, Term SOFR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus, in each case, an applicable margin of 1.50%. Commencing on February 1, 2026, BPCC Senior Finance will pay an unused fee of (a) 1.00% per annum for the unused facility amount up to 65% of the maximum committed facility size and (b) 0.50% per annum for any remaining unused facility amount.
Borrowings under the BANA SPV Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPCC Senior Finance varies depending upon the types of assets in BPCC Senior Finance’s portfolio. Assets must meet certain eligibility criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The period during which BPCC Senior Finance may borrow under the BANA SPV Credit Facility expires on August 1, 2028, and the BANA SPV Credit Facility will mature and all amounts outstanding thereunder must be repaid by August 1, 2030.
BPCC Senior Finance’s obligations to the lenders under the BANA SPV Credit Facility are secured by a first priority security interest in all of BPCC Senior Finance’s portfolio investments and cash. The obligations of BPCC Senior Finance under the BANA SPV Credit Facility are non-recourse to us, and our exposure under the BANA SPV Credit Facility is limited to the value of our investment in BPCC Senior Finance.
In connection with the BANA SPV Credit Facility, BPCC Senior Finance has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The BANA SPV Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPCC Senior Finance occurs. Upon the occurrence and during the continuation of an event of default, BANA may declare the outstanding advances and all other obligations under the BANA SPV Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPCC Senior Finance obtain the consent of BANA prior to entering into any sale or disposition with respect to BPCC Senior Finance’s portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the BANA SPV
Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $135.0 million outstanding under the BANA SPV Credit Facility with a weighted average interest rate of 5.871% (Term SOFR of 4.371%).
The fair values of the borrowings outstanding under the BANA SPV Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the BANA SPV Credit Facility was $135.0 million. See “Note 5. Borrowings — BANA SPV Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the BANA SPV Credit Facility.
2023 Debt Securitization
On August 23, 2023 (the “2023 Debt Securitization Closing Date”), we completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by one of our subsidiaries, which is consolidated by us and subject to our overall asset coverage requirements.
On the 2023 Debt Securitization Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of ours, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company (“State Street”), as collateral trustee (the “2023 Debt Securitization CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consisted of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three month SOFR plus 6.35% (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “2023 Debt Securitization Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and together with the 2023 Debt Securitization Secured Notes, the “2023 Debt Securitization Secured Debt”). Additionally, on the 2023 Debt Securitization Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “2023 Debt Securitization Subordinated Notes”), which did not bear interest. The 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Notes”, and the 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the 2023 Debt Securitization Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee. The 2023 Debt Securitization was backed by a diversified portfolio of middle-market commercial loans. The 2023 Debt Securitization Debt was scheduled to mature on July 15, 2031; however, the 2023 Debt Securitization Debt may have been, but was not, redeemed by the Issuers, at the direction of the Company as holder of the 2023 Debt Securitization Subordinated Notes, on any business day after July 15, 2024. We acted as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such was required to retain a portion of the 2023 Debt Securitization Subordinated Notes. We retained all of the 2023 Debt Securitization Subordinated Notes issued in the 2023 Debt Securitization.
Under the terms of the master loan sale agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Loan Sale Agreement”) that provided for the sale of certain loans (the “2023 Debt Securitization Collateral Obligations”) to the CLO Issuer, we transferred to the CLO Issuer a portion of its ownership interest in the 2023 Debt Securitization Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the 2023 Debt Securitization Loan Sale Agreement. Under the terms of the master participation and assignment agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Participation Agreement”), pending the settlement of the 2023 Debt Securitization Collateral Obligations transferred to the CLO Issuer under the 2023
Debt Securitization Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans and participations. We made customary representations, warranties and covenants in the 2023 Debt Securitization Loan Sale Agreement.
The 2023 Debt Securitization Secured Debt was the secured obligation of the Issuers, the 2023 Debt Securitization Subordinated Notes were the unsecured obligations of the CLO Issuer, and the 2023 Debt Securitization CLO Indenture and Class A-2 Credit Agreement governing the 2023 Debt Securitization Debt included customary covenants and events of default. The 2023 Debt Securitization Debt was not registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws and will not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
On September 17, 2024, the Issuers closed a refinancing and upsize of the 2023 Debt Securitization in the amount of a $504.0 million collateralized loan obligation (the “CLO Reset Transaction”).
The CLO Reset Transaction was executed through: (A) the issuance by the Issuers of the following classes of notes pursuant that certain amended and restated indenture and security agreement (as amended, modified or supplemented from time to time, the “Amended and Restated Indenture”), dated as of September 17, 2024, by and among the CLO Issuer, the Co-Issuer, and State Street, as collateral trustee: (i) of $110,000,000 of AAA(sf) Class A-1AR Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AR Notes”); (ii) $0 of AAA(sf) Class A-1AL Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AL Notes”); (iii) $35,000,000 of AAA(sf) Class A-1BR Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.90% (the “Class A-1BR Notes”); (iv) $30,000,000 of AA(sf) of Class A-2R Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 2.00% (the “Class A-2R Notes”); (v) $40,000,000 of A(sf) Class B-R Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 2.50% (the “Class B-R Notes”); and (vi) $30,000,000 of BBB-(sf) Class C-R Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 4.50% (the “Class C-R Notes” and together with the Class A-1AR Notes, the Class A-1AL Notes, the Class A-1BR Notes, the Class A-2R Notes and the Class B-R Notes, the “Secured Replacement Notes”); (B) the extension, pursuant to the Amended and Restated Indenture, of the stated maturity date of the $94,000,000 of subordinated notes issued by the CLO Issuer in connection with the original closing of the collateralized loan obligation transaction of the Issuers (the “Replacement Subordinated Notes”) to 2036; and (C) the borrowing by the Issuers of (i) $115,000,000 of AAA(sf) Class A-1A Senior Secured Floating Rate Loans maturing 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1A Loans”), pursuant to a class A-1A credit agreement (the “Class A-1A Credit Agreement”), dated as of September 17, 2024, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee; and (ii) $50,000,000 of AAA(sf) Class A-1AS Senior Secured Floating Rate Loans maturing 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AS Loans” and, together with the Class A-1A Loans and the Secured Replacement Notes, the “Secured Replacement Debt,” and together with the Replacement Subordinated Notes, the “Replacement Debt”), pursuant to a class A-1AS credit agreement (the “Class A-1AS Credit Agreement”), dated as of September 17, 2024, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee.
The CLO Reset Transaction is backed by a diversified portfolio of middle-market commercial loans. The Replacement Debt will mature on October 15, 2036; however, the Replacement Debt may be redeemed by the Issuers, at our direction as holder of the Replacement Subordinated Notes, on any business day after October 15, 2026. We continue to act as retention holder in connection with the CLO Reset Transaction for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to continue to retain a portion of the Replacement Subordinated Notes. The Replacement Debt was 100% funded at closing. We continue to retain 100% of the Replacement Subordinated Notes.
The CLO Issuer used the proceeds from the CLO Reset Transaction to, among other things, purchase certain middle-market loans (“Collateral Obligations”) on September 17, 2024 from us pursuant to an amended and restated master loan sale agreement entered into on September 17, 2024 (the “CLO Reset Transaction Amended and Restated Sale Agreement”), as described below.
Under the terms of the CLO Reset Transaction Amended and Restated Sale Agreement that provides for the sale of Collateral Obligations to the CLO Issuer, we transferred to the CLO Issuer on September 17, 2024, and will transfer from time to time after September 17, 2024, a portion of our ownership interest in the Collateral Obligations securing the CLO Reset Transaction for the purchase price and other consideration set forth in the CLO Reset Transaction Amended and Restated Sale
Agreement. Following each such transfer pursuant to the CLO Reset Transaction Amended and Restated Sale Agreement, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans. We made customary representations, warranties and covenants in the CLO Reset Transaction Amended and Restated Sale Agreement.
The Secured Replacement Debt is the secured obligation of the Issuer. The Amended and Restated Indenture, the Class A-1A Credit Agreement and the Class A-1AS Credit Agreement governing the Replacement Debt include customary covenants and events of default. The Replacement Debt has not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
We continue to serve as collateral manager to the CLO Issuer under an amended and restated collateral management agreement entered into on September 17, 2024 (the “Amended and Restated Collateral Management Agreement”) and have agreed to irrevocably waive all collateral management fees payable pursuant to the Amended and Restated Collateral Management Agreement
As of September 30, 2025, the fair value of the Class A-1AR Notes, Class A-1A Loans, Class A-1AS Loans, Class A-1BR Notes, Class A-2R Notes, Class B-R Notes and Class C-R Notes was $410.7 million. The fair values of the Class A-1AR Notes, Class A-1A Loans, Class A-1AS Loans, Class A-1BR Notes, Class A-2R Notes, Class B-R Notes and Class C-R Notes were based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs. See “Note 5. Borrowings — 2023 Debt Securitization” to our Unaudited Consolidated Financial Statements for additional information regarding the 2023 Debt Securitization.
July 2026 Notes
On July 29, 2021, we entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021 and October 28, 2021, respectively. The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the July 2021 NPA.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the July 2021 NPA.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings — July 2026 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the July 2021 NPA and the July 2026 Notes issued thereunder.
As of September 30, 2025, the fair value of the outstanding July 2026 Notes was $147.3 million. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
May 2027 Notes
On May 10, 2022, we entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the May 2022 NPA.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings — May 2027 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the May 2022 NPA and the May 2027 Notes issued thereunder.
As of September 30, 2025, the fair value of the outstanding May 2027 Notes was $155.2 million. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, we entered into a $100.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $0.2 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $(14.7) thousand. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
June 2030 Notes
On June 11, 2025, we and U.S. Bank Trust Company, National Association (the “Trustee”) entered into an Indenture (the “Base Indenture”) and a Supplemental Indenture thereto (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The First Supplemental Indenture relates to our issuance of $400.0 million in aggregate principal amount of our 6.150% senior unsecured notes due 2030 (the “June 2030 Notes”).
The June 2030 Notes will mature on June 11, 2030 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the Indenture. The June 2030 Notes bear interest at a rate of 6.150% per year payable semi-annually on June 11 and December 11 of each year, commencing on December 11, 2025. The June 2030 Notes are general unsecured obligations of ours that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the June 2030 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, as amended, whether or not it is subject to those requirements and giving effect to any exemptive relief granted to us by the SEC, and to provide financial
information to the holders of the June 2030 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, we will generally be required to make an offer to purchase the outstanding June 2030 Notes at a price equal to 100% of the principal amount of such June 2030 Notes plus accrued and unpaid interest to the repurchase date.
The net proceeds received by us in connection with the June 2030 Notes offering were approximately $390.2 million, after deducting the initial purchaser discounts and estimated offering expenses.
As of September 30, 2025, the fair value of the outstanding June 2030 Notes was $402.6 million. The fair value determinations of the June 2030 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. See “Note 5. Borrowings — June 2030 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the June 2030 Notes.
In connection with the offering of the June 2030 Notes, on June 11, 2025, we entered into a $400.0 million notional value interest rate swap. We receive a fixed rate interest at 6.15% paid semi-annually and pay semi-annually based on a compounded daily rate of SOFR plus 2.50550%. The swap transaction matures on June 11, 2030. The interest expense related to the June 2030 Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $2.6 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited and Audited Consolidated Balance Sheets. The change in fair value of the interest rate swap is offset by the change in fair value of the June 2030 Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Financing Transactions
BNP Paribas Revolving Credit Facility
On May 11, 2021, BPC Funding LLC (“BPC Funding”), our wholly-owned subsidiary, entered into a senior secured revolving credit facility with BNP Paribas (“BNPP”) (as amended, the “Revolving Credit Facility”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and we serve as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million. On May 9, 2024, BPC Funding and BNPP amended the Revolving Credit Facility to extend the revolving period and maturity date of the Revolving Credit Facility to May 11, 2027 and May 11, 2029, respectively.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bore interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. Commencing on May 9, 2024, advances under the Revolving Credit Facility bear interest at a per annum rate equal to, in the case of dollar advances, Term SOFR based upon the applicable interest accrual period, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of (1) during the reinvestment period, 2.50% and (2) following the reinvestment period, 3.00%.
Under the Revolving Credit Facility, BPC Funding pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding paid an unused fee of 1.25% per annum if the unused facility amount was greater than 50%, or 0.75% per annum if the unused facility amount was less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on May 9, 2024, BPC Funding pays an unused fee, based on the average daily unused amount of the financing commitments, in an amount not to exceed (1) 1.375% per annum for the period up to and including March 31, 2025, and (2) 2.00% per annum for the period after March 31, 2025, in addition to certain other fees as agreed between BPC Funding and BNPP.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The expiration date for the period during which BPC Funding may borrow under the Revolving Credit Facility is May 11, 2027, and the scheduled maturity date under the Revolving Credit Agreement is May 11, 2029.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the Revolving Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $428.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 6.800% (three month SOFR of 4.300%), borrowings denominated in British pounds sterling of £7.2 million ($9.7 million U.S. dollars) with a weighted average interest rate of 6.717% (daily SONIA of 4.098%), borrowings denominated in New Zealand dollars of NZ$4.1 million ($2.4 million U.S. dollars) with an interest rate of 5.690% (three month NZBB of 3.190%) and borrowings denominated in Euros of €87.6 million ($102.9 million U.S. dollars) with a weighted average interest rate of 4.526% (three month EURIBOR of 2.026%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the Revolving Credit Facility was $543.4 million. See “Note 5. Borrowings — BNP Paribas Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the Revolving Credit Facility.
SMBC Revolving Credit Facility
On March 6, 2023, we entered into a senior secured revolving credit facility (as amended, the “SMBC Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent (“SMBC”), as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto. The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On February 8, 2024, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, we pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between us and SMBC.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility
is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, SMBC, as administrative agent, may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of September 30, 2025, we were in compliance with all covenants of the SMBC Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $120.0 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.013% (one-month SOFR of 4.170%) and borrowings denominated in Euros of €24.0 million ($28.2 million U.S. dollars) with an interest rate of 3.880% (one month EURIBOR of 1.880%).
The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the SMBC Credit Facility was $148.2 million. See “Note 5. Borrowings — SMBC Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the SMBC Credit Facility.
BANA SPV Credit Facility
On August 1, 2025, we, through our wholly-owned subsidiary, BPCC Senior Finance I, LLC (“BPCC Senior Finance”) as borrower, entered into a credit agreement (the “BANA SPV Credit Agreement”) with Bank of America, N.A. (“BANA”), as administrative agent, sole lead arranger and sole book manager, U.S. Bank Trust Company, National Association, as collateral custodian, and the lenders party thereto, which provides BPCC Senior Finance with a revolving credit facility (the “BANA SPV Credit Facility”). We serve as collateral manager under the BANA SPV Credit Facility. The initial maximum amount of borrowings available under the BANA SPV Credit Facility is $250 million, with an accordion provision permitting increases to a maximum facility amount of up to $400 million.
Borrowings under the BANA SPV Credit Facility initially bear interest at a per annum rate equal to, in the case of dollar advances, Term SOFR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus, in each case, an applicable margin of 1.50%. Commencing on February 1, 2026, BPCC Senior Finance will pay an unused fee of (a) 1.00% per annum for the unused facility amount up to 65% of the maximum committed facility size and (b) 0.50% per annum for any remaining unused facility amount.
Borrowings under the BANA SPV Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPCC Senior Finance varies depending upon the types of assets in BPCC Senior Finance’s portfolio. Assets must meet certain eligibility criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The period during which BPCC Senior Finance may borrow under the BANA SPV Credit Facility expires on August 1, 2028, and the BANA SPV Credit Facility will mature and all amounts outstanding thereunder must be repaid by August 1, 2030.
BPCC Senior Finance’s obligations to the lenders under the BANA SPV Credit Facility are secured by a first priority security interest in all of BPCC Senior Finance’s portfolio investments and cash. The obligations of BPCC Senior Finance under the BANA SPV Credit Facility are non-recourse to us, and our exposure under the BANA SPV Credit Facility is limited to the value of our investment in BPCC Senior Finance.
In connection with the BANA SPV Credit Facility, BPCC Senior Finance has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The BANA SPV Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPCC Senior Finance occurs. Upon the occurrence and during the continuation of an event of default, BANA may declare the outstanding advances and all other obligations under the BANA SPV Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPCC Senior Finance obtain the consent of BANA prior to entering into any sale or disposition with respect to BPCC Senior Finance’s portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the BANA SPV
Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $135.0 million outstanding under the BANA SPV Credit Facility with a weighted average interest rate of 5.871% (Term SOFR of 4.371%).
The fair values of the borrowings outstanding under the BANA SPV Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the BANA SPV Credit Facility was $135.0 million. See “Note 5. Borrowings — BANA SPV Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the BANA SPV Credit Facility.
2023 Debt Securitization
On August 23, 2023 (the “2023 Debt Securitization Closing Date”), we completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by one of our subsidiaries, which is consolidated by us and subject to our overall asset coverage requirements.
On the 2023 Debt Securitization Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of ours, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company (“State Street”), as collateral trustee (the “2023 Debt Securitization CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consisted of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three month SOFR plus 6.35% (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “2023 Debt Securitization Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and together with the 2023 Debt Securitization Secured Notes, the “2023 Debt Securitization Secured Debt”). Additionally, on the 2023 Debt Securitization Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “2023 Debt Securitization Subordinated Notes”), which did not bear interest. The 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Notes”, and the 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the 2023 Debt Securitization Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee. The 2023 Debt Securitization was backed by a diversified portfolio of middle-market commercial loans. The 2023 Debt Securitization Debt was scheduled to mature on July 15, 2031; however, the 2023 Debt Securitization Debt may have been, but was not, redeemed by the Issuers, at the direction of the Company as holder of the 2023 Debt Securitization Subordinated Notes, on any business day after July 15, 2024. We acted as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such was required to retain a portion of the 2023 Debt Securitization Subordinated Notes. We retained all of the 2023 Debt Securitization Subordinated Notes issued in the 2023 Debt Securitization.
Under the terms of the master loan sale agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Loan Sale Agreement”) that provided for the sale of certain loans (the “2023 Debt Securitization Collateral Obligations”) to the CLO Issuer, we transferred to the CLO Issuer a portion of its ownership interest in the 2023 Debt Securitization Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the 2023 Debt Securitization Loan Sale Agreement. Under the terms of the master participation and assignment agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Participation Agreement”), pending the settlement of the 2023 Debt Securitization Collateral Obligations transferred to the CLO Issuer under the 2023
Debt Securitization Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans and participations. We made customary representations, warranties and covenants in the 2023 Debt Securitization Loan Sale Agreement.
The 2023 Debt Securitization Secured Debt was the secured obligation of the Issuers, the 2023 Debt Securitization Subordinated Notes were the unsecured obligations of the CLO Issuer, and the 2023 Debt Securitization CLO Indenture and Class A-2 Credit Agreement governing the 2023 Debt Securitization Debt included customary covenants and events of default. The 2023 Debt Securitization Debt was not registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws and will not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
On September 17, 2024, the Issuers closed a refinancing and upsize of the 2023 Debt Securitization in the amount of a $504.0 million collateralized loan obligation (the “CLO Reset Transaction”).
The CLO Reset Transaction was executed through: (A) the issuance by the Issuers of the following classes of notes pursuant that certain amended and restated indenture and security agreement (as amended, modified or supplemented from time to time, the “Amended and Restated Indenture”), dated as of September 17, 2024, by and among the CLO Issuer, the Co-Issuer, and State Street, as collateral trustee: (i) of $110,000,000 of AAA(sf) Class A-1AR Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AR Notes”); (ii) $0 of AAA(sf) Class A-1AL Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AL Notes”); (iii) $35,000,000 of AAA(sf) Class A-1BR Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.90% (the “Class A-1BR Notes”); (iv) $30,000,000 of AA(sf) of Class A-2R Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 2.00% (the “Class A-2R Notes”); (v) $40,000,000 of A(sf) Class B-R Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 2.50% (the “Class B-R Notes”); and (vi) $30,000,000 of BBB-(sf) Class C-R Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 4.50% (the “Class C-R Notes” and together with the Class A-1AR Notes, the Class A-1AL Notes, the Class A-1BR Notes, the Class A-2R Notes and the Class B-R Notes, the “Secured Replacement Notes”); (B) the extension, pursuant to the Amended and Restated Indenture, of the stated maturity date of the $94,000,000 of subordinated notes issued by the CLO Issuer in connection with the original closing of the collateralized loan obligation transaction of the Issuers (the “Replacement Subordinated Notes”) to 2036; and (C) the borrowing by the Issuers of (i) $115,000,000 of AAA(sf) Class A-1A Senior Secured Floating Rate Loans maturing 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1A Loans”), pursuant to a class A-1A credit agreement (the “Class A-1A Credit Agreement”), dated as of September 17, 2024, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee; and (ii) $50,000,000 of AAA(sf) Class A-1AS Senior Secured Floating Rate Loans maturing 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AS Loans” and, together with the Class A-1A Loans and the Secured Replacement Notes, the “Secured Replacement Debt,” and together with the Replacement Subordinated Notes, the “Replacement Debt”), pursuant to a class A-1AS credit agreement (the “Class A-1AS Credit Agreement”), dated as of September 17, 2024, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee.
The CLO Reset Transaction is backed by a diversified portfolio of middle-market commercial loans. The Replacement Debt will mature on October 15, 2036; however, the Replacement Debt may be redeemed by the Issuers, at our direction as holder of the Replacement Subordinated Notes, on any business day after October 15, 2026. We continue to act as retention holder in connection with the CLO Reset Transaction for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to continue to retain a portion of the Replacement Subordinated Notes. The Replacement Debt was 100% funded at closing. We continue to retain 100% of the Replacement Subordinated Notes.
The CLO Issuer used the proceeds from the CLO Reset Transaction to, among other things, purchase certain middle-market loans (“Collateral Obligations”) on September 17, 2024 from us pursuant to an amended and restated master loan sale agreement entered into on September 17, 2024 (the “CLO Reset Transaction Amended and Restated Sale Agreement”), as described below.
Under the terms of the CLO Reset Transaction Amended and Restated Sale Agreement that provides for the sale of Collateral Obligations to the CLO Issuer, we transferred to the CLO Issuer on September 17, 2024, and will transfer from time to time after September 17, 2024, a portion of our ownership interest in the Collateral Obligations securing the CLO Reset Transaction for the purchase price and other consideration set forth in the CLO Reset Transaction Amended and Restated Sale
Agreement. Following each such transfer pursuant to the CLO Reset Transaction Amended and Restated Sale Agreement, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans. We made customary representations, warranties and covenants in the CLO Reset Transaction Amended and Restated Sale Agreement.
The Secured Replacement Debt is the secured obligation of the Issuer. The Amended and Restated Indenture, the Class A-1A Credit Agreement and the Class A-1AS Credit Agreement governing the Replacement Debt include customary covenants and events of default. The Replacement Debt has not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
We continue to serve as collateral manager to the CLO Issuer under an amended and restated collateral management agreement entered into on September 17, 2024 (the “Amended and Restated Collateral Management Agreement”) and have agreed to irrevocably waive all collateral management fees payable pursuant to the Amended and Restated Collateral Management Agreement
As of September 30, 2025, the fair value of the Class A-1AR Notes, Class A-1A Loans, Class A-1AS Loans, Class A-1BR Notes, Class A-2R Notes, Class B-R Notes and Class C-R Notes was $410.7 million. The fair values of the Class A-1AR Notes, Class A-1A Loans, Class A-1AS Loans, Class A-1BR Notes, Class A-2R Notes, Class B-R Notes and Class C-R Notes were based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs. See “Note 5. Borrowings — 2023 Debt Securitization” to our Unaudited Consolidated Financial Statements for additional information regarding the 2023 Debt Securitization.
July 2026 Notes
On July 29, 2021, we entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021 and October 28, 2021, respectively. The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the July 2021 NPA.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the July 2021 NPA.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings — July 2026 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the July 2021 NPA and the July 2026 Notes issued thereunder.
As of September 30, 2025, the fair value of the outstanding July 2026 Notes was $147.3 million. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
May 2027 Notes
On May 10, 2022, we entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the May 2022 NPA.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings — May 2027 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the May 2022 NPA and the May 2027 Notes issued thereunder.
As of September 30, 2025, the fair value of the outstanding May 2027 Notes was $155.2 million. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, we entered into a $100.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $0.2 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $(14.7) thousand. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
June 2030 Notes
On June 11, 2025, we and U.S. Bank Trust Company, National Association (the “Trustee”) entered into an Indenture (the “Base Indenture”) and a Supplemental Indenture thereto (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The First Supplemental Indenture relates to our issuance of $400.0 million in aggregate principal amount of our 6.150% senior unsecured notes due 2030 (the “June 2030 Notes”).
The June 2030 Notes will mature on June 11, 2030 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the Indenture. The June 2030 Notes bear interest at a rate of 6.150% per year payable semi-annually on June 11 and December 11 of each year, commencing on December 11, 2025. The June 2030 Notes are general unsecured obligations of ours that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the June 2030 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, as amended, whether or not it is subject to those requirements and giving effect to any exemptive relief granted to us by the SEC, and to provide financial
information to the holders of the June 2030 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, we will generally be required to make an offer to purchase the outstanding June 2030 Notes at a price equal to 100% of the principal amount of such June 2030 Notes plus accrued and unpaid interest to the repurchase date.
The net proceeds received by us in connection with the June 2030 Notes offering were approximately $390.2 million, after deducting the initial purchaser discounts and estimated offering expenses.
As of September 30, 2025, the fair value of the outstanding June 2030 Notes was $402.6 million. The fair value determinations of the June 2030 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. See “Note 5. Borrowings — June 2030 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the June 2030 Notes.
In connection with the offering of the June 2030 Notes, on June 11, 2025, we entered into a $400.0 million notional value interest rate swap. We receive a fixed rate interest at 6.15% paid semi-annually and pay semi-annually based on a compounded daily rate of SOFR plus 2.50550%. The swap transaction matures on June 11, 2030. The interest expense related to the June 2030 Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $2.6 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited and Audited Consolidated Balance Sheets. The change in fair value of the interest rate swap is offset by the change in fair value of the June 2030 Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
      
Long Term Debt, Structuring [Text Block]
On August 23, 2023 (the “2023 Debt Securitization Closing Date”), we completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by one of our subsidiaries, which is consolidated by us and subject to our overall asset coverage requirements.
On the 2023 Debt Securitization Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of ours, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company (“State Street”), as collateral trustee (the “2023 Debt Securitization CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consisted of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three month SOFR plus 6.35% (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “2023 Debt Securitization Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and together with the 2023 Debt Securitization Secured Notes, the “2023 Debt Securitization Secured Debt”). Additionally, on the 2023 Debt Securitization Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “2023 Debt Securitization Subordinated Notes”), which did not bear interest. The 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Notes”, and the 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the 2023 Debt Securitization Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee. The 2023 Debt Securitization was backed by a diversified portfolio of middle-market commercial loans. The 2023 Debt Securitization Debt was scheduled to mature on July 15, 2031; however, the 2023 Debt Securitization Debt may have been, but was not, redeemed by the Issuers, at the direction of the Company as holder of the 2023 Debt Securitization Subordinated Notes, on any business day after July 15, 2024. We acted as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such was required to retain a portion of the 2023 Debt Securitization Subordinated Notes. We retained all of the 2023 Debt Securitization Subordinated Notes issued in the 2023 Debt Securitization.
Under the terms of the master loan sale agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Loan Sale Agreement”) that provided for the sale of certain loans (the “2023 Debt Securitization Collateral Obligations”) to the CLO Issuer, we transferred to the CLO Issuer a portion of its ownership interest in the 2023 Debt Securitization Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the 2023 Debt Securitization Loan Sale Agreement. Under the terms of the master participation and assignment agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Participation Agreement”), pending the settlement of the 2023 Debt Securitization Collateral Obligations transferred to the CLO Issuer under the 2023
Debt Securitization Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans and participations. We made customary representations, warranties and covenants in the 2023 Debt Securitization Loan Sale Agreement.
On August 23, 2023 (the “2023 Debt Securitization Closing Date”), we completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by one of our subsidiaries, which is consolidated by us and subject to our overall asset coverage requirements.
On the 2023 Debt Securitization Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of ours, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company (“State Street”), as collateral trustee (the “2023 Debt Securitization CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consisted of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three month SOFR plus 6.35% (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “2023 Debt Securitization Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and together with the 2023 Debt Securitization Secured Notes, the “2023 Debt Securitization Secured Debt”). Additionally, on the 2023 Debt Securitization Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “2023 Debt Securitization Subordinated Notes”), which did not bear interest. The 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Notes”, and the 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the 2023 Debt Securitization Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee. The 2023 Debt Securitization was backed by a diversified portfolio of middle-market commercial loans. The 2023 Debt Securitization Debt was scheduled to mature on July 15, 2031; however, the 2023 Debt Securitization Debt may have been, but was not, redeemed by the Issuers, at the direction of the Company as holder of the 2023 Debt Securitization Subordinated Notes, on any business day after July 15, 2024. We acted as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such was required to retain a portion of the 2023 Debt Securitization Subordinated Notes. We retained all of the 2023 Debt Securitization Subordinated Notes issued in the 2023 Debt Securitization.
Under the terms of the master loan sale agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Loan Sale Agreement”) that provided for the sale of certain loans (the “2023 Debt Securitization Collateral Obligations”) to the CLO Issuer, we transferred to the CLO Issuer a portion of its ownership interest in the 2023 Debt Securitization Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the 2023 Debt Securitization Loan Sale Agreement. Under the terms of the master participation and assignment agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Participation Agreement”), pending the settlement of the 2023 Debt Securitization Collateral Obligations transferred to the CLO Issuer under the 2023
Debt Securitization Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans and participations. We made customary representations, warranties and covenants in the 2023 Debt Securitization Loan Sale Agreement.
On August 23, 2023 (the “2023 Debt Securitization Closing Date”), we completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by one of our subsidiaries, which is consolidated by us and subject to our overall asset coverage requirements.
On the 2023 Debt Securitization Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of ours, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company (“State Street”), as collateral trustee (the “2023 Debt Securitization CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consisted of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three month SOFR plus 6.35% (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “2023 Debt Securitization Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and together with the 2023 Debt Securitization Secured Notes, the “2023 Debt Securitization Secured Debt”). Additionally, on the 2023 Debt Securitization Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “2023 Debt Securitization Subordinated Notes”), which did not bear interest. The 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Notes”, and the 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the 2023 Debt Securitization Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee. The 2023 Debt Securitization was backed by a diversified portfolio of middle-market commercial loans. The 2023 Debt Securitization Debt was scheduled to mature on July 15, 2031; however, the 2023 Debt Securitization Debt may have been, but was not, redeemed by the Issuers, at the direction of the Company as holder of the 2023 Debt Securitization Subordinated Notes, on any business day after July 15, 2024. We acted as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such was required to retain a portion of the 2023 Debt Securitization Subordinated Notes. We retained all of the 2023 Debt Securitization Subordinated Notes issued in the 2023 Debt Securitization.
Under the terms of the master loan sale agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Loan Sale Agreement”) that provided for the sale of certain loans (the “2023 Debt Securitization Collateral Obligations”) to the CLO Issuer, we transferred to the CLO Issuer a portion of its ownership interest in the 2023 Debt Securitization Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the 2023 Debt Securitization Loan Sale Agreement. Under the terms of the master participation and assignment agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Participation Agreement”), pending the settlement of the 2023 Debt Securitization Collateral Obligations transferred to the CLO Issuer under the 2023
Debt Securitization Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans and participations. We made customary representations, warranties and covenants in the 2023 Debt Securitization Loan Sale Agreement.
On August 23, 2023 (the “2023 Debt Securitization Closing Date”), we completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by one of our subsidiaries, which is consolidated by us and subject to our overall asset coverage requirements.
On the 2023 Debt Securitization Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of ours, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company (“State Street”), as collateral trustee (the “2023 Debt Securitization CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consisted of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three month SOFR plus 6.35% (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “2023 Debt Securitization Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and together with the 2023 Debt Securitization Secured Notes, the “2023 Debt Securitization Secured Debt”). Additionally, on the 2023 Debt Securitization Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “2023 Debt Securitization Subordinated Notes”), which did not bear interest. The 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Notes”, and the 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the 2023 Debt Securitization Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee. The 2023 Debt Securitization was backed by a diversified portfolio of middle-market commercial loans. The 2023 Debt Securitization Debt was scheduled to mature on July 15, 2031; however, the 2023 Debt Securitization Debt may have been, but was not, redeemed by the Issuers, at the direction of the Company as holder of the 2023 Debt Securitization Subordinated Notes, on any business day after July 15, 2024. We acted as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such was required to retain a portion of the 2023 Debt Securitization Subordinated Notes. We retained all of the 2023 Debt Securitization Subordinated Notes issued in the 2023 Debt Securitization.
Under the terms of the master loan sale agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Loan Sale Agreement”) that provided for the sale of certain loans (the “2023 Debt Securitization Collateral Obligations”) to the CLO Issuer, we transferred to the CLO Issuer a portion of its ownership interest in the 2023 Debt Securitization Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the 2023 Debt Securitization Loan Sale Agreement. Under the terms of the master participation and assignment agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Participation Agreement”), pending the settlement of the 2023 Debt Securitization Collateral Obligations transferred to the CLO Issuer under the 2023
Debt Securitization Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans and participations. We made customary representations, warranties and covenants in the 2023 Debt Securitization Loan Sale Agreement.
      
BNPP Revolving Credit Facility [Member]              
Capital Stock, Long-Term Debt, and Other Securities [Abstract]              
Long Term Debt, Title [Text Block]
BNP Paribas Revolving Credit Facility
BNP Paribas Revolving Credit Facility
BNP Paribas Revolving Credit Facility
BNP Paribas Revolving Credit Facility
      
Long Term Debt, Principal $ 428.4            
Long Term Debt, Structuring [Text Block]
On May 11, 2021, BPC Funding LLC (“BPC Funding”), our wholly-owned subsidiary, entered into a senior secured revolving credit facility with BNP Paribas (“BNPP”) (as amended, the “Revolving Credit Facility”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and we serve as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million. On May 9, 2024, BPC Funding and BNPP amended the Revolving Credit Facility to extend the revolving period and maturity date of the Revolving Credit Facility to May 11, 2027 and May 11, 2029, respectively.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bore interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. Commencing on May 9, 2024, advances under the Revolving Credit Facility bear interest at a per annum rate equal to, in the case of dollar advances, Term SOFR based upon the applicable interest accrual period, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of (1) during the reinvestment period, 2.50% and (2) following the reinvestment period, 3.00%.
Under the Revolving Credit Facility, BPC Funding pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding paid an unused fee of 1.25% per annum if the unused facility amount was greater than 50%, or 0.75% per annum if the unused facility amount was less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on May 9, 2024, BPC Funding pays an unused fee, based on the average daily unused amount of the financing commitments, in an amount not to exceed (1) 1.375% per annum for the period up to and including March 31, 2025, and (2) 2.00% per annum for the period after March 31, 2025, in addition to certain other fees as agreed between BPC Funding and BNPP.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The expiration date for the period during which BPC Funding may borrow under the Revolving Credit Facility is May 11, 2027, and the scheduled maturity date under the Revolving Credit Agreement is May 11, 2029.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the Revolving Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $428.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 6.800% (three month SOFR of 4.300%), borrowings denominated in British pounds sterling of £7.2 million ($9.7 million U.S. dollars) with a weighted average interest rate of 6.717% (daily SONIA of 4.098%), borrowings denominated in New Zealand dollars of NZ$4.1 million ($2.4 million U.S. dollars) with an interest rate of 5.690% (three month NZBB of 3.190%) and borrowings denominated in Euros of €87.6 million ($102.9 million U.S. dollars) with a weighted average interest rate of 4.526% (three month EURIBOR of 2.026%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the Revolving Credit Facility was $543.4 million. See “Note 5. Borrowings — BNP Paribas Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the Revolving Credit Facility.
On May 11, 2021, BPC Funding LLC (“BPC Funding”), our wholly-owned subsidiary, entered into a senior secured revolving credit facility with BNP Paribas (“BNPP”) (as amended, the “Revolving Credit Facility”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and we serve as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million. On May 9, 2024, BPC Funding and BNPP amended the Revolving Credit Facility to extend the revolving period and maturity date of the Revolving Credit Facility to May 11, 2027 and May 11, 2029, respectively.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bore interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. Commencing on May 9, 2024, advances under the Revolving Credit Facility bear interest at a per annum rate equal to, in the case of dollar advances, Term SOFR based upon the applicable interest accrual period, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of (1) during the reinvestment period, 2.50% and (2) following the reinvestment period, 3.00%.
Under the Revolving Credit Facility, BPC Funding pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding paid an unused fee of 1.25% per annum if the unused facility amount was greater than 50%, or 0.75% per annum if the unused facility amount was less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on May 9, 2024, BPC Funding pays an unused fee, based on the average daily unused amount of the financing commitments, in an amount not to exceed (1) 1.375% per annum for the period up to and including March 31, 2025, and (2) 2.00% per annum for the period after March 31, 2025, in addition to certain other fees as agreed between BPC Funding and BNPP.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The expiration date for the period during which BPC Funding may borrow under the Revolving Credit Facility is May 11, 2027, and the scheduled maturity date under the Revolving Credit Agreement is May 11, 2029.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the Revolving Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $428.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 6.800% (three month SOFR of 4.300%), borrowings denominated in British pounds sterling of £7.2 million ($9.7 million U.S. dollars) with a weighted average interest rate of 6.717% (daily SONIA of 4.098%), borrowings denominated in New Zealand dollars of NZ$4.1 million ($2.4 million U.S. dollars) with an interest rate of 5.690% (three month NZBB of 3.190%) and borrowings denominated in Euros of €87.6 million ($102.9 million U.S. dollars) with a weighted average interest rate of 4.526% (three month EURIBOR of 2.026%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the Revolving Credit Facility was $543.4 million. See “Note 5. Borrowings — BNP Paribas Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the Revolving Credit Facility.
On May 11, 2021, BPC Funding LLC (“BPC Funding”), our wholly-owned subsidiary, entered into a senior secured revolving credit facility with BNP Paribas (“BNPP”) (as amended, the “Revolving Credit Facility”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and we serve as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million. On May 9, 2024, BPC Funding and BNPP amended the Revolving Credit Facility to extend the revolving period and maturity date of the Revolving Credit Facility to May 11, 2027 and May 11, 2029, respectively.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bore interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. Commencing on May 9, 2024, advances under the Revolving Credit Facility bear interest at a per annum rate equal to, in the case of dollar advances, Term SOFR based upon the applicable interest accrual period, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of (1) during the reinvestment period, 2.50% and (2) following the reinvestment period, 3.00%.
Under the Revolving Credit Facility, BPC Funding pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding paid an unused fee of 1.25% per annum if the unused facility amount was greater than 50%, or 0.75% per annum if the unused facility amount was less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on May 9, 2024, BPC Funding pays an unused fee, based on the average daily unused amount of the financing commitments, in an amount not to exceed (1) 1.375% per annum for the period up to and including March 31, 2025, and (2) 2.00% per annum for the period after March 31, 2025, in addition to certain other fees as agreed between BPC Funding and BNPP.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The expiration date for the period during which BPC Funding may borrow under the Revolving Credit Facility is May 11, 2027, and the scheduled maturity date under the Revolving Credit Agreement is May 11, 2029.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the Revolving Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $428.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 6.800% (three month SOFR of 4.300%), borrowings denominated in British pounds sterling of £7.2 million ($9.7 million U.S. dollars) with a weighted average interest rate of 6.717% (daily SONIA of 4.098%), borrowings denominated in New Zealand dollars of NZ$4.1 million ($2.4 million U.S. dollars) with an interest rate of 5.690% (three month NZBB of 3.190%) and borrowings denominated in Euros of €87.6 million ($102.9 million U.S. dollars) with a weighted average interest rate of 4.526% (three month EURIBOR of 2.026%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the Revolving Credit Facility was $543.4 million. See “Note 5. Borrowings — BNP Paribas Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the Revolving Credit Facility.
On May 11, 2021, BPC Funding LLC (“BPC Funding”), our wholly-owned subsidiary, entered into a senior secured revolving credit facility with BNP Paribas (“BNPP”) (as amended, the “Revolving Credit Facility”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and we serve as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million. On May 9, 2024, BPC Funding and BNPP amended the Revolving Credit Facility to extend the revolving period and maturity date of the Revolving Credit Facility to May 11, 2027 and May 11, 2029, respectively.
Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bore interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. Commencing on May 9, 2024, advances under the Revolving Credit Facility bear interest at a per annum rate equal to, in the case of dollar advances, Term SOFR based upon the applicable interest accrual period, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of (1) during the reinvestment period, 2.50% and (2) following the reinvestment period, 3.00%.
Under the Revolving Credit Facility, BPC Funding pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding paid an unused fee of 1.25% per annum if the unused facility amount was greater than 50%, or 0.75% per annum if the unused facility amount was less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on May 9, 2024, BPC Funding pays an unused fee, based on the average daily unused amount of the financing commitments, in an amount not to exceed (1) 1.375% per annum for the period up to and including March 31, 2025, and (2) 2.00% per annum for the period after March 31, 2025, in addition to certain other fees as agreed between BPC Funding and BNPP.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The expiration date for the period during which BPC Funding may borrow under the Revolving Credit Facility is May 11, 2027, and the scheduled maturity date under the Revolving Credit Agreement is May 11, 2029.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the Revolving Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $428.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 6.800% (three month SOFR of 4.300%), borrowings denominated in British pounds sterling of £7.2 million ($9.7 million U.S. dollars) with a weighted average interest rate of 6.717% (daily SONIA of 4.098%), borrowings denominated in New Zealand dollars of NZ$4.1 million ($2.4 million U.S. dollars) with an interest rate of 5.690% (three month NZBB of 3.190%) and borrowings denominated in Euros of €87.6 million ($102.9 million U.S. dollars) with a weighted average interest rate of 4.526% (three month EURIBOR of 2.026%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
The fair values of the borrowings outstanding under the Revolving Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the Revolving Credit Facility was $543.4 million. See “Note 5. Borrowings — BNP Paribas Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the Revolving Credit Facility.
      
Long Term Debt, Dividends and Covenants [Text Block]
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The expiration date for the period during which BPC Funding may borrow under the Revolving Credit Facility is May 11, 2027, and the scheduled maturity date under the Revolving Credit Agreement is May 11, 2029.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the Revolving Credit Facility.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The expiration date for the period during which BPC Funding may borrow under the Revolving Credit Facility is May 11, 2027, and the scheduled maturity date under the Revolving Credit Agreement is May 11, 2029.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the Revolving Credit Facility.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The expiration date for the period during which BPC Funding may borrow under the Revolving Credit Facility is May 11, 2027, and the scheduled maturity date under the Revolving Credit Agreement is May 11, 2029.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the Revolving Credit Facility.
Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The expiration date for the period during which BPC Funding may borrow under the Revolving Credit Facility is May 11, 2027, and the scheduled maturity date under the Revolving Credit Agreement is May 11, 2029.
BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.
In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the Revolving Credit Facility.
      
BNPP Revolving Credit Facility, Denominated In British Pounds [Member]              
Capital Stock, Long-Term Debt, and Other Securities [Abstract]              
Long Term Debt, Principal $ 9.7 £ 7.2          
BNPP Revolving Credit Facility, Denominated In New Zealand Dollars [Member]              
Capital Stock, Long-Term Debt, and Other Securities [Abstract]              
Long Term Debt, Principal 2.4   $ 4.1        
BNPP Revolving Credit Facility, Denominated In Euros [Member]              
Capital Stock, Long-Term Debt, and Other Securities [Abstract]              
Long Term Debt, Principal $ 102.9     € 87.6      
SMBC Revolving Credit Facility [Member]              
Capital Stock, Long-Term Debt, and Other Securities [Abstract]              
Long Term Debt, Title [Text Block]
SMBC Revolving Credit Facility
SMBC Revolving Credit Facility
SMBC Revolving Credit Facility
SMBC Revolving Credit Facility
      
Long Term Debt, Principal $ 120.0            
Long Term Debt, Structuring [Text Block]
On March 6, 2023, we entered into a senior secured revolving credit facility (as amended, the “SMBC Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent (“SMBC”), as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto. The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On February 8, 2024, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, we pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between us and SMBC.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility
is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, SMBC, as administrative agent, may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of September 30, 2025, we were in compliance with all covenants of the SMBC Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $120.0 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.013% (one-month SOFR of 4.170%) and borrowings denominated in Euros of €24.0 million ($28.2 million U.S. dollars) with an interest rate of 3.880% (one month EURIBOR of 1.880%).
The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the SMBC Credit Facility was $148.2 million. See “Note 5. Borrowings — SMBC Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the SMBC Credit Facility.
On March 6, 2023, we entered into a senior secured revolving credit facility (as amended, the “SMBC Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent (“SMBC”), as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto. The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On February 8, 2024, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, we pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between us and SMBC.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility
is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, SMBC, as administrative agent, may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of September 30, 2025, we were in compliance with all covenants of the SMBC Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $120.0 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.013% (one-month SOFR of 4.170%) and borrowings denominated in Euros of €24.0 million ($28.2 million U.S. dollars) with an interest rate of 3.880% (one month EURIBOR of 1.880%).
The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the SMBC Credit Facility was $148.2 million. See “Note 5. Borrowings — SMBC Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the SMBC Credit Facility.
On March 6, 2023, we entered into a senior secured revolving credit facility (as amended, the “SMBC Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent (“SMBC”), as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto. The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On February 8, 2024, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, we pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between us and SMBC.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility
is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, SMBC, as administrative agent, may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of September 30, 2025, we were in compliance with all covenants of the SMBC Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $120.0 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.013% (one-month SOFR of 4.170%) and borrowings denominated in Euros of €24.0 million ($28.2 million U.S. dollars) with an interest rate of 3.880% (one month EURIBOR of 1.880%).
The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the SMBC Credit Facility was $148.2 million. See “Note 5. Borrowings — SMBC Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the SMBC Credit Facility.
On March 6, 2023, we entered into a senior secured revolving credit facility (as amended, the “SMBC Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent (“SMBC”), as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto. The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability. On February 8, 2024, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $215.0 million to $265.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its commitment from $50.0 million to $75.0 million.
Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, we pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between us and SMBC.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility
is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, SMBC, as administrative agent, may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of September 30, 2025, we were in compliance with all covenants of the SMBC Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $120.0 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.013% (one-month SOFR of 4.170%) and borrowings denominated in Euros of €24.0 million ($28.2 million U.S. dollars) with an interest rate of 3.880% (one month EURIBOR of 1.880%).
The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the SMBC Credit Facility was $148.2 million. See “Note 5. Borrowings — SMBC Revolving Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the SMBC Credit Facility.
      
Long Term Debt, Dividends and Covenants [Text Block]
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility
is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, SMBC, as administrative agent, may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of September 30, 2025, we were in compliance with all covenants of the SMBC Credit Facility.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility
is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, SMBC, as administrative agent, may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of September 30, 2025, we were in compliance with all covenants of the SMBC Credit Facility.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility
is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, SMBC, as administrative agent, may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of September 30, 2025, we were in compliance with all covenants of the SMBC Credit Facility.
Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.
The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility
is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.
In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, SMBC, as administrative agent, may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of September 30, 2025, we were in compliance with all covenants of the SMBC Credit Facility.
      
Bank Of America, N.A. ("BANA") SPV Credit Facility [Member]              
Capital Stock, Long-Term Debt, and Other Securities [Abstract]              
Long Term Debt, Title [Text Block]
BANA SPV Credit Facility
BANA SPV Credit Facility
BANA SPV Credit Facility
BANA SPV Credit Facility
      
Long Term Debt, Structuring [Text Block]
On August 1, 2025, we, through our wholly-owned subsidiary, BPCC Senior Finance I, LLC (“BPCC Senior Finance”) as borrower, entered into a credit agreement (the “BANA SPV Credit Agreement”) with Bank of America, N.A. (“BANA”), as administrative agent, sole lead arranger and sole book manager, U.S. Bank Trust Company, National Association, as collateral custodian, and the lenders party thereto, which provides BPCC Senior Finance with a revolving credit facility (the “BANA SPV Credit Facility”). We serve as collateral manager under the BANA SPV Credit Facility. The initial maximum amount of borrowings available under the BANA SPV Credit Facility is $250 million, with an accordion provision permitting increases to a maximum facility amount of up to $400 million.
Borrowings under the BANA SPV Credit Facility initially bear interest at a per annum rate equal to, in the case of dollar advances, Term SOFR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus, in each case, an applicable margin of 1.50%. Commencing on February 1, 2026, BPCC Senior Finance will pay an unused fee of (a) 1.00% per annum for the unused facility amount up to 65% of the maximum committed facility size and (b) 0.50% per annum for any remaining unused facility amount.
Borrowings under the BANA SPV Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPCC Senior Finance varies depending upon the types of assets in BPCC Senior Finance’s portfolio. Assets must meet certain eligibility criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The period during which BPCC Senior Finance may borrow under the BANA SPV Credit Facility expires on August 1, 2028, and the BANA SPV Credit Facility will mature and all amounts outstanding thereunder must be repaid by August 1, 2030.
BPCC Senior Finance’s obligations to the lenders under the BANA SPV Credit Facility are secured by a first priority security interest in all of BPCC Senior Finance’s portfolio investments and cash. The obligations of BPCC Senior Finance under the BANA SPV Credit Facility are non-recourse to us, and our exposure under the BANA SPV Credit Facility is limited to the value of our investment in BPCC Senior Finance.
In connection with the BANA SPV Credit Facility, BPCC Senior Finance has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The BANA SPV Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPCC Senior Finance occurs. Upon the occurrence and during the continuation of an event of default, BANA may declare the outstanding advances and all other obligations under the BANA SPV Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPCC Senior Finance obtain the consent of BANA prior to entering into any sale or disposition with respect to BPCC Senior Finance’s portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the BANA SPV
Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $135.0 million outstanding under the BANA SPV Credit Facility with a weighted average interest rate of 5.871% (Term SOFR of 4.371%).
The fair values of the borrowings outstanding under the BANA SPV Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the BANA SPV Credit Facility was $135.0 million. See “Note 5. Borrowings — BANA SPV Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the BANA SPV Credit Facility.
On August 1, 2025, we, through our wholly-owned subsidiary, BPCC Senior Finance I, LLC (“BPCC Senior Finance”) as borrower, entered into a credit agreement (the “BANA SPV Credit Agreement”) with Bank of America, N.A. (“BANA”), as administrative agent, sole lead arranger and sole book manager, U.S. Bank Trust Company, National Association, as collateral custodian, and the lenders party thereto, which provides BPCC Senior Finance with a revolving credit facility (the “BANA SPV Credit Facility”). We serve as collateral manager under the BANA SPV Credit Facility. The initial maximum amount of borrowings available under the BANA SPV Credit Facility is $250 million, with an accordion provision permitting increases to a maximum facility amount of up to $400 million.
Borrowings under the BANA SPV Credit Facility initially bear interest at a per annum rate equal to, in the case of dollar advances, Term SOFR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus, in each case, an applicable margin of 1.50%. Commencing on February 1, 2026, BPCC Senior Finance will pay an unused fee of (a) 1.00% per annum for the unused facility amount up to 65% of the maximum committed facility size and (b) 0.50% per annum for any remaining unused facility amount.
Borrowings under the BANA SPV Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPCC Senior Finance varies depending upon the types of assets in BPCC Senior Finance’s portfolio. Assets must meet certain eligibility criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The period during which BPCC Senior Finance may borrow under the BANA SPV Credit Facility expires on August 1, 2028, and the BANA SPV Credit Facility will mature and all amounts outstanding thereunder must be repaid by August 1, 2030.
BPCC Senior Finance’s obligations to the lenders under the BANA SPV Credit Facility are secured by a first priority security interest in all of BPCC Senior Finance’s portfolio investments and cash. The obligations of BPCC Senior Finance under the BANA SPV Credit Facility are non-recourse to us, and our exposure under the BANA SPV Credit Facility is limited to the value of our investment in BPCC Senior Finance.
In connection with the BANA SPV Credit Facility, BPCC Senior Finance has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The BANA SPV Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPCC Senior Finance occurs. Upon the occurrence and during the continuation of an event of default, BANA may declare the outstanding advances and all other obligations under the BANA SPV Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPCC Senior Finance obtain the consent of BANA prior to entering into any sale or disposition with respect to BPCC Senior Finance’s portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the BANA SPV
Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $135.0 million outstanding under the BANA SPV Credit Facility with a weighted average interest rate of 5.871% (Term SOFR of 4.371%).
The fair values of the borrowings outstanding under the BANA SPV Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the BANA SPV Credit Facility was $135.0 million. See “Note 5. Borrowings — BANA SPV Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the BANA SPV Credit Facility.
On August 1, 2025, we, through our wholly-owned subsidiary, BPCC Senior Finance I, LLC (“BPCC Senior Finance”) as borrower, entered into a credit agreement (the “BANA SPV Credit Agreement”) with Bank of America, N.A. (“BANA”), as administrative agent, sole lead arranger and sole book manager, U.S. Bank Trust Company, National Association, as collateral custodian, and the lenders party thereto, which provides BPCC Senior Finance with a revolving credit facility (the “BANA SPV Credit Facility”). We serve as collateral manager under the BANA SPV Credit Facility. The initial maximum amount of borrowings available under the BANA SPV Credit Facility is $250 million, with an accordion provision permitting increases to a maximum facility amount of up to $400 million.
Borrowings under the BANA SPV Credit Facility initially bear interest at a per annum rate equal to, in the case of dollar advances, Term SOFR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus, in each case, an applicable margin of 1.50%. Commencing on February 1, 2026, BPCC Senior Finance will pay an unused fee of (a) 1.00% per annum for the unused facility amount up to 65% of the maximum committed facility size and (b) 0.50% per annum for any remaining unused facility amount.
Borrowings under the BANA SPV Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPCC Senior Finance varies depending upon the types of assets in BPCC Senior Finance’s portfolio. Assets must meet certain eligibility criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The period during which BPCC Senior Finance may borrow under the BANA SPV Credit Facility expires on August 1, 2028, and the BANA SPV Credit Facility will mature and all amounts outstanding thereunder must be repaid by August 1, 2030.
BPCC Senior Finance’s obligations to the lenders under the BANA SPV Credit Facility are secured by a first priority security interest in all of BPCC Senior Finance’s portfolio investments and cash. The obligations of BPCC Senior Finance under the BANA SPV Credit Facility are non-recourse to us, and our exposure under the BANA SPV Credit Facility is limited to the value of our investment in BPCC Senior Finance.
In connection with the BANA SPV Credit Facility, BPCC Senior Finance has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The BANA SPV Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPCC Senior Finance occurs. Upon the occurrence and during the continuation of an event of default, BANA may declare the outstanding advances and all other obligations under the BANA SPV Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPCC Senior Finance obtain the consent of BANA prior to entering into any sale or disposition with respect to BPCC Senior Finance’s portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the BANA SPV
Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $135.0 million outstanding under the BANA SPV Credit Facility with a weighted average interest rate of 5.871% (Term SOFR of 4.371%).
The fair values of the borrowings outstanding under the BANA SPV Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the BANA SPV Credit Facility was $135.0 million. See “Note 5. Borrowings — BANA SPV Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the BANA SPV Credit Facility.
On August 1, 2025, we, through our wholly-owned subsidiary, BPCC Senior Finance I, LLC (“BPCC Senior Finance”) as borrower, entered into a credit agreement (the “BANA SPV Credit Agreement”) with Bank of America, N.A. (“BANA”), as administrative agent, sole lead arranger and sole book manager, U.S. Bank Trust Company, National Association, as collateral custodian, and the lenders party thereto, which provides BPCC Senior Finance with a revolving credit facility (the “BANA SPV Credit Facility”). We serve as collateral manager under the BANA SPV Credit Facility. The initial maximum amount of borrowings available under the BANA SPV Credit Facility is $250 million, with an accordion provision permitting increases to a maximum facility amount of up to $400 million.
Borrowings under the BANA SPV Credit Facility initially bear interest at a per annum rate equal to, in the case of dollar advances, Term SOFR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus, in each case, an applicable margin of 1.50%. Commencing on February 1, 2026, BPCC Senior Finance will pay an unused fee of (a) 1.00% per annum for the unused facility amount up to 65% of the maximum committed facility size and (b) 0.50% per annum for any remaining unused facility amount.
Borrowings under the BANA SPV Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPCC Senior Finance varies depending upon the types of assets in BPCC Senior Finance’s portfolio. Assets must meet certain eligibility criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.
The period during which BPCC Senior Finance may borrow under the BANA SPV Credit Facility expires on August 1, 2028, and the BANA SPV Credit Facility will mature and all amounts outstanding thereunder must be repaid by August 1, 2030.
BPCC Senior Finance’s obligations to the lenders under the BANA SPV Credit Facility are secured by a first priority security interest in all of BPCC Senior Finance’s portfolio investments and cash. The obligations of BPCC Senior Finance under the BANA SPV Credit Facility are non-recourse to us, and our exposure under the BANA SPV Credit Facility is limited to the value of our investment in BPCC Senior Finance.
In connection with the BANA SPV Credit Facility, BPCC Senior Finance has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The BANA SPV Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPCC Senior Finance occurs. Upon the occurrence and during the continuation of an event of default, BANA may declare the outstanding advances and all other obligations under the BANA SPV Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPCC Senior Finance obtain the consent of BANA prior to entering into any sale or disposition with respect to BPCC Senior Finance’s portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the BANA SPV
Credit Facility.
As of September 30, 2025, we had U.S. dollar borrowings of $135.0 million outstanding under the BANA SPV Credit Facility with a weighted average interest rate of 5.871% (Term SOFR of 4.371%).
The fair values of the borrowings outstanding under the BANA SPV Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the fair value of the borrowings outstanding under the BANA SPV Credit Facility was $135.0 million. See “Note 5. Borrowings — BANA SPV Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the BANA SPV Credit Facility.
      
Long Term Debt, Dividends and Covenants [Text Block]
In connection with the BANA SPV Credit Facility, BPCC Senior Finance has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The BANA SPV Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPCC Senior Finance occurs. Upon the occurrence and during the continuation of an event of default, BANA may declare the outstanding advances and all other obligations under the BANA SPV Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPCC Senior Finance obtain the consent of BANA prior to entering into any sale or disposition with respect to BPCC Senior Finance’s portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the BANA SPV
Credit Facility.
In connection with the BANA SPV Credit Facility, BPCC Senior Finance has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The BANA SPV Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPCC Senior Finance occurs. Upon the occurrence and during the continuation of an event of default, BANA may declare the outstanding advances and all other obligations under the BANA SPV Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPCC Senior Finance obtain the consent of BANA prior to entering into any sale or disposition with respect to BPCC Senior Finance’s portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the BANA SPV
Credit Facility.
In connection with the BANA SPV Credit Facility, BPCC Senior Finance has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The BANA SPV Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPCC Senior Finance occurs. Upon the occurrence and during the continuation of an event of default, BANA may declare the outstanding advances and all other obligations under the BANA SPV Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPCC Senior Finance obtain the consent of BANA prior to entering into any sale or disposition with respect to BPCC Senior Finance’s portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the BANA SPV
Credit Facility.
In connection with the BANA SPV Credit Facility, BPCC Senior Finance has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The BANA SPV Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPCC Senior Finance occurs. Upon the occurrence and during the continuation of an event of default, BANA may declare the outstanding advances and all other obligations under the BANA SPV Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPCC Senior Finance obtain the consent of BANA prior to entering into any sale or disposition with respect to BPCC Senior Finance’s portfolio investments. As of September 30, 2025, we were in compliance with all covenants of the BANA SPV
Credit Facility.
      
2023 Debt Securitization [Member]              
Capital Stock, Long-Term Debt, and Other Securities [Abstract]              
Long Term Debt, Title [Text Block]
2023 Debt Securitization
2023 Debt Securitization
2023 Debt Securitization
2023 Debt Securitization
      
Long Term Debt, Structuring [Text Block]
On August 23, 2023 (the “2023 Debt Securitization Closing Date”), we completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by one of our subsidiaries, which is consolidated by us and subject to our overall asset coverage requirements.
On the 2023 Debt Securitization Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of ours, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company (“State Street”), as collateral trustee (the “2023 Debt Securitization CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consisted of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three month SOFR plus 6.35% (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “2023 Debt Securitization Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and together with the 2023 Debt Securitization Secured Notes, the “2023 Debt Securitization Secured Debt”). Additionally, on the 2023 Debt Securitization Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “2023 Debt Securitization Subordinated Notes”), which did not bear interest. The 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Notes”, and the 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the 2023 Debt Securitization Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee. The 2023 Debt Securitization was backed by a diversified portfolio of middle-market commercial loans. The 2023 Debt Securitization Debt was scheduled to mature on July 15, 2031; however, the 2023 Debt Securitization Debt may have been, but was not, redeemed by the Issuers, at the direction of the Company as holder of the 2023 Debt Securitization Subordinated Notes, on any business day after July 15, 2024. We acted as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such was required to retain a portion of the 2023 Debt Securitization Subordinated Notes. We retained all of the 2023 Debt Securitization Subordinated Notes issued in the 2023 Debt Securitization.
Under the terms of the master loan sale agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Loan Sale Agreement”) that provided for the sale of certain loans (the “2023 Debt Securitization Collateral Obligations”) to the CLO Issuer, we transferred to the CLO Issuer a portion of its ownership interest in the 2023 Debt Securitization Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the 2023 Debt Securitization Loan Sale Agreement. Under the terms of the master participation and assignment agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Participation Agreement”), pending the settlement of the 2023 Debt Securitization Collateral Obligations transferred to the CLO Issuer under the 2023
Debt Securitization Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans and participations. We made customary representations, warranties and covenants in the 2023 Debt Securitization Loan Sale Agreement.
The 2023 Debt Securitization Secured Debt was the secured obligation of the Issuers, the 2023 Debt Securitization Subordinated Notes were the unsecured obligations of the CLO Issuer, and the 2023 Debt Securitization CLO Indenture and Class A-2 Credit Agreement governing the 2023 Debt Securitization Debt included customary covenants and events of default. The 2023 Debt Securitization Debt was not registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws and will not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
On September 17, 2024, the Issuers closed a refinancing and upsize of the 2023 Debt Securitization in the amount of a $504.0 million collateralized loan obligation (the “CLO Reset Transaction”).
The CLO Reset Transaction was executed through: (A) the issuance by the Issuers of the following classes of notes pursuant that certain amended and restated indenture and security agreement (as amended, modified or supplemented from time to time, the “Amended and Restated Indenture”), dated as of September 17, 2024, by and among the CLO Issuer, the Co-Issuer, and State Street, as collateral trustee: (i) of $110,000,000 of AAA(sf) Class A-1AR Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AR Notes”); (ii) $0 of AAA(sf) Class A-1AL Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AL Notes”); (iii) $35,000,000 of AAA(sf) Class A-1BR Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.90% (the “Class A-1BR Notes”); (iv) $30,000,000 of AA(sf) of Class A-2R Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 2.00% (the “Class A-2R Notes”); (v) $40,000,000 of A(sf) Class B-R Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 2.50% (the “Class B-R Notes”); and (vi) $30,000,000 of BBB-(sf) Class C-R Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 4.50% (the “Class C-R Notes” and together with the Class A-1AR Notes, the Class A-1AL Notes, the Class A-1BR Notes, the Class A-2R Notes and the Class B-R Notes, the “Secured Replacement Notes”); (B) the extension, pursuant to the Amended and Restated Indenture, of the stated maturity date of the $94,000,000 of subordinated notes issued by the CLO Issuer in connection with the original closing of the collateralized loan obligation transaction of the Issuers (the “Replacement Subordinated Notes”) to 2036; and (C) the borrowing by the Issuers of (i) $115,000,000 of AAA(sf) Class A-1A Senior Secured Floating Rate Loans maturing 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1A Loans”), pursuant to a class A-1A credit agreement (the “Class A-1A Credit Agreement”), dated as of September 17, 2024, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee; and (ii) $50,000,000 of AAA(sf) Class A-1AS Senior Secured Floating Rate Loans maturing 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AS Loans” and, together with the Class A-1A Loans and the Secured Replacement Notes, the “Secured Replacement Debt,” and together with the Replacement Subordinated Notes, the “Replacement Debt”), pursuant to a class A-1AS credit agreement (the “Class A-1AS Credit Agreement”), dated as of September 17, 2024, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee.
The CLO Reset Transaction is backed by a diversified portfolio of middle-market commercial loans. The Replacement Debt will mature on October 15, 2036; however, the Replacement Debt may be redeemed by the Issuers, at our direction as holder of the Replacement Subordinated Notes, on any business day after October 15, 2026. We continue to act as retention holder in connection with the CLO Reset Transaction for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to continue to retain a portion of the Replacement Subordinated Notes. The Replacement Debt was 100% funded at closing. We continue to retain 100% of the Replacement Subordinated Notes.
The CLO Issuer used the proceeds from the CLO Reset Transaction to, among other things, purchase certain middle-market loans (“Collateral Obligations”) on September 17, 2024 from us pursuant to an amended and restated master loan sale agreement entered into on September 17, 2024 (the “CLO Reset Transaction Amended and Restated Sale Agreement”), as described below.
Under the terms of the CLO Reset Transaction Amended and Restated Sale Agreement that provides for the sale of Collateral Obligations to the CLO Issuer, we transferred to the CLO Issuer on September 17, 2024, and will transfer from time to time after September 17, 2024, a portion of our ownership interest in the Collateral Obligations securing the CLO Reset Transaction for the purchase price and other consideration set forth in the CLO Reset Transaction Amended and Restated Sale
Agreement. Following each such transfer pursuant to the CLO Reset Transaction Amended and Restated Sale Agreement, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans. We made customary representations, warranties and covenants in the CLO Reset Transaction Amended and Restated Sale Agreement.
The Secured Replacement Debt is the secured obligation of the Issuer. The Amended and Restated Indenture, the Class A-1A Credit Agreement and the Class A-1AS Credit Agreement governing the Replacement Debt include customary covenants and events of default. The Replacement Debt has not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
We continue to serve as collateral manager to the CLO Issuer under an amended and restated collateral management agreement entered into on September 17, 2024 (the “Amended and Restated Collateral Management Agreement”) and have agreed to irrevocably waive all collateral management fees payable pursuant to the Amended and Restated Collateral Management Agreement
As of September 30, 2025, the fair value of the Class A-1AR Notes, Class A-1A Loans, Class A-1AS Loans, Class A-1BR Notes, Class A-2R Notes, Class B-R Notes and Class C-R Notes was $410.7 million. The fair values of the Class A-1AR Notes, Class A-1A Loans, Class A-1AS Loans, Class A-1BR Notes, Class A-2R Notes, Class B-R Notes and Class C-R Notes were based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs. See “Note 5. Borrowings — 2023 Debt Securitization” to our Unaudited Consolidated Financial Statements for additional information regarding the 2023 Debt Securitization.
On August 23, 2023 (the “2023 Debt Securitization Closing Date”), we completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by one of our subsidiaries, which is consolidated by us and subject to our overall asset coverage requirements.
On the 2023 Debt Securitization Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of ours, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company (“State Street”), as collateral trustee (the “2023 Debt Securitization CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consisted of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three month SOFR plus 6.35% (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “2023 Debt Securitization Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and together with the 2023 Debt Securitization Secured Notes, the “2023 Debt Securitization Secured Debt”). Additionally, on the 2023 Debt Securitization Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “2023 Debt Securitization Subordinated Notes”), which did not bear interest. The 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Notes”, and the 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the 2023 Debt Securitization Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee. The 2023 Debt Securitization was backed by a diversified portfolio of middle-market commercial loans. The 2023 Debt Securitization Debt was scheduled to mature on July 15, 2031; however, the 2023 Debt Securitization Debt may have been, but was not, redeemed by the Issuers, at the direction of the Company as holder of the 2023 Debt Securitization Subordinated Notes, on any business day after July 15, 2024. We acted as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such was required to retain a portion of the 2023 Debt Securitization Subordinated Notes. We retained all of the 2023 Debt Securitization Subordinated Notes issued in the 2023 Debt Securitization.
Under the terms of the master loan sale agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Loan Sale Agreement”) that provided for the sale of certain loans (the “2023 Debt Securitization Collateral Obligations”) to the CLO Issuer, we transferred to the CLO Issuer a portion of its ownership interest in the 2023 Debt Securitization Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the 2023 Debt Securitization Loan Sale Agreement. Under the terms of the master participation and assignment agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Participation Agreement”), pending the settlement of the 2023 Debt Securitization Collateral Obligations transferred to the CLO Issuer under the 2023
Debt Securitization Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans and participations. We made customary representations, warranties and covenants in the 2023 Debt Securitization Loan Sale Agreement.
The 2023 Debt Securitization Secured Debt was the secured obligation of the Issuers, the 2023 Debt Securitization Subordinated Notes were the unsecured obligations of the CLO Issuer, and the 2023 Debt Securitization CLO Indenture and Class A-2 Credit Agreement governing the 2023 Debt Securitization Debt included customary covenants and events of default. The 2023 Debt Securitization Debt was not registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws and will not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
On September 17, 2024, the Issuers closed a refinancing and upsize of the 2023 Debt Securitization in the amount of a $504.0 million collateralized loan obligation (the “CLO Reset Transaction”).
The CLO Reset Transaction was executed through: (A) the issuance by the Issuers of the following classes of notes pursuant that certain amended and restated indenture and security agreement (as amended, modified or supplemented from time to time, the “Amended and Restated Indenture”), dated as of September 17, 2024, by and among the CLO Issuer, the Co-Issuer, and State Street, as collateral trustee: (i) of $110,000,000 of AAA(sf) Class A-1AR Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AR Notes”); (ii) $0 of AAA(sf) Class A-1AL Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AL Notes”); (iii) $35,000,000 of AAA(sf) Class A-1BR Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.90% (the “Class A-1BR Notes”); (iv) $30,000,000 of AA(sf) of Class A-2R Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 2.00% (the “Class A-2R Notes”); (v) $40,000,000 of A(sf) Class B-R Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 2.50% (the “Class B-R Notes”); and (vi) $30,000,000 of BBB-(sf) Class C-R Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 4.50% (the “Class C-R Notes” and together with the Class A-1AR Notes, the Class A-1AL Notes, the Class A-1BR Notes, the Class A-2R Notes and the Class B-R Notes, the “Secured Replacement Notes”); (B) the extension, pursuant to the Amended and Restated Indenture, of the stated maturity date of the $94,000,000 of subordinated notes issued by the CLO Issuer in connection with the original closing of the collateralized loan obligation transaction of the Issuers (the “Replacement Subordinated Notes”) to 2036; and (C) the borrowing by the Issuers of (i) $115,000,000 of AAA(sf) Class A-1A Senior Secured Floating Rate Loans maturing 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1A Loans”), pursuant to a class A-1A credit agreement (the “Class A-1A Credit Agreement”), dated as of September 17, 2024, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee; and (ii) $50,000,000 of AAA(sf) Class A-1AS Senior Secured Floating Rate Loans maturing 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AS Loans” and, together with the Class A-1A Loans and the Secured Replacement Notes, the “Secured Replacement Debt,” and together with the Replacement Subordinated Notes, the “Replacement Debt”), pursuant to a class A-1AS credit agreement (the “Class A-1AS Credit Agreement”), dated as of September 17, 2024, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee.
The CLO Reset Transaction is backed by a diversified portfolio of middle-market commercial loans. The Replacement Debt will mature on October 15, 2036; however, the Replacement Debt may be redeemed by the Issuers, at our direction as holder of the Replacement Subordinated Notes, on any business day after October 15, 2026. We continue to act as retention holder in connection with the CLO Reset Transaction for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to continue to retain a portion of the Replacement Subordinated Notes. The Replacement Debt was 100% funded at closing. We continue to retain 100% of the Replacement Subordinated Notes.
The CLO Issuer used the proceeds from the CLO Reset Transaction to, among other things, purchase certain middle-market loans (“Collateral Obligations”) on September 17, 2024 from us pursuant to an amended and restated master loan sale agreement entered into on September 17, 2024 (the “CLO Reset Transaction Amended and Restated Sale Agreement”), as described below.
Under the terms of the CLO Reset Transaction Amended and Restated Sale Agreement that provides for the sale of Collateral Obligations to the CLO Issuer, we transferred to the CLO Issuer on September 17, 2024, and will transfer from time to time after September 17, 2024, a portion of our ownership interest in the Collateral Obligations securing the CLO Reset Transaction for the purchase price and other consideration set forth in the CLO Reset Transaction Amended and Restated Sale
Agreement. Following each such transfer pursuant to the CLO Reset Transaction Amended and Restated Sale Agreement, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans. We made customary representations, warranties and covenants in the CLO Reset Transaction Amended and Restated Sale Agreement.
The Secured Replacement Debt is the secured obligation of the Issuer. The Amended and Restated Indenture, the Class A-1A Credit Agreement and the Class A-1AS Credit Agreement governing the Replacement Debt include customary covenants and events of default. The Replacement Debt has not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
We continue to serve as collateral manager to the CLO Issuer under an amended and restated collateral management agreement entered into on September 17, 2024 (the “Amended and Restated Collateral Management Agreement”) and have agreed to irrevocably waive all collateral management fees payable pursuant to the Amended and Restated Collateral Management Agreement
As of September 30, 2025, the fair value of the Class A-1AR Notes, Class A-1A Loans, Class A-1AS Loans, Class A-1BR Notes, Class A-2R Notes, Class B-R Notes and Class C-R Notes was $410.7 million. The fair values of the Class A-1AR Notes, Class A-1A Loans, Class A-1AS Loans, Class A-1BR Notes, Class A-2R Notes, Class B-R Notes and Class C-R Notes were based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs. See “Note 5. Borrowings — 2023 Debt Securitization” to our Unaudited Consolidated Financial Statements for additional information regarding the 2023 Debt Securitization.
On August 23, 2023 (the “2023 Debt Securitization Closing Date”), we completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by one of our subsidiaries, which is consolidated by us and subject to our overall asset coverage requirements.
On the 2023 Debt Securitization Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of ours, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company (“State Street”), as collateral trustee (the “2023 Debt Securitization CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consisted of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three month SOFR plus 6.35% (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “2023 Debt Securitization Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and together with the 2023 Debt Securitization Secured Notes, the “2023 Debt Securitization Secured Debt”). Additionally, on the 2023 Debt Securitization Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “2023 Debt Securitization Subordinated Notes”), which did not bear interest. The 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Notes”, and the 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the 2023 Debt Securitization Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee. The 2023 Debt Securitization was backed by a diversified portfolio of middle-market commercial loans. The 2023 Debt Securitization Debt was scheduled to mature on July 15, 2031; however, the 2023 Debt Securitization Debt may have been, but was not, redeemed by the Issuers, at the direction of the Company as holder of the 2023 Debt Securitization Subordinated Notes, on any business day after July 15, 2024. We acted as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such was required to retain a portion of the 2023 Debt Securitization Subordinated Notes. We retained all of the 2023 Debt Securitization Subordinated Notes issued in the 2023 Debt Securitization.
Under the terms of the master loan sale agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Loan Sale Agreement”) that provided for the sale of certain loans (the “2023 Debt Securitization Collateral Obligations”) to the CLO Issuer, we transferred to the CLO Issuer a portion of its ownership interest in the 2023 Debt Securitization Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the 2023 Debt Securitization Loan Sale Agreement. Under the terms of the master participation and assignment agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Participation Agreement”), pending the settlement of the 2023 Debt Securitization Collateral Obligations transferred to the CLO Issuer under the 2023
Debt Securitization Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans and participations. We made customary representations, warranties and covenants in the 2023 Debt Securitization Loan Sale Agreement.
The 2023 Debt Securitization Secured Debt was the secured obligation of the Issuers, the 2023 Debt Securitization Subordinated Notes were the unsecured obligations of the CLO Issuer, and the 2023 Debt Securitization CLO Indenture and Class A-2 Credit Agreement governing the 2023 Debt Securitization Debt included customary covenants and events of default. The 2023 Debt Securitization Debt was not registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws and will not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
On September 17, 2024, the Issuers closed a refinancing and upsize of the 2023 Debt Securitization in the amount of a $504.0 million collateralized loan obligation (the “CLO Reset Transaction”).
The CLO Reset Transaction was executed through: (A) the issuance by the Issuers of the following classes of notes pursuant that certain amended and restated indenture and security agreement (as amended, modified or supplemented from time to time, the “Amended and Restated Indenture”), dated as of September 17, 2024, by and among the CLO Issuer, the Co-Issuer, and State Street, as collateral trustee: (i) of $110,000,000 of AAA(sf) Class A-1AR Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AR Notes”); (ii) $0 of AAA(sf) Class A-1AL Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AL Notes”); (iii) $35,000,000 of AAA(sf) Class A-1BR Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.90% (the “Class A-1BR Notes”); (iv) $30,000,000 of AA(sf) of Class A-2R Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 2.00% (the “Class A-2R Notes”); (v) $40,000,000 of A(sf) Class B-R Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 2.50% (the “Class B-R Notes”); and (vi) $30,000,000 of BBB-(sf) Class C-R Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 4.50% (the “Class C-R Notes” and together with the Class A-1AR Notes, the Class A-1AL Notes, the Class A-1BR Notes, the Class A-2R Notes and the Class B-R Notes, the “Secured Replacement Notes”); (B) the extension, pursuant to the Amended and Restated Indenture, of the stated maturity date of the $94,000,000 of subordinated notes issued by the CLO Issuer in connection with the original closing of the collateralized loan obligation transaction of the Issuers (the “Replacement Subordinated Notes”) to 2036; and (C) the borrowing by the Issuers of (i) $115,000,000 of AAA(sf) Class A-1A Senior Secured Floating Rate Loans maturing 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1A Loans”), pursuant to a class A-1A credit agreement (the “Class A-1A Credit Agreement”), dated as of September 17, 2024, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee; and (ii) $50,000,000 of AAA(sf) Class A-1AS Senior Secured Floating Rate Loans maturing 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AS Loans” and, together with the Class A-1A Loans and the Secured Replacement Notes, the “Secured Replacement Debt,” and together with the Replacement Subordinated Notes, the “Replacement Debt”), pursuant to a class A-1AS credit agreement (the “Class A-1AS Credit Agreement”), dated as of September 17, 2024, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee.
The CLO Reset Transaction is backed by a diversified portfolio of middle-market commercial loans. The Replacement Debt will mature on October 15, 2036; however, the Replacement Debt may be redeemed by the Issuers, at our direction as holder of the Replacement Subordinated Notes, on any business day after October 15, 2026. We continue to act as retention holder in connection with the CLO Reset Transaction for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to continue to retain a portion of the Replacement Subordinated Notes. The Replacement Debt was 100% funded at closing. We continue to retain 100% of the Replacement Subordinated Notes.
The CLO Issuer used the proceeds from the CLO Reset Transaction to, among other things, purchase certain middle-market loans (“Collateral Obligations”) on September 17, 2024 from us pursuant to an amended and restated master loan sale agreement entered into on September 17, 2024 (the “CLO Reset Transaction Amended and Restated Sale Agreement”), as described below.
Under the terms of the CLO Reset Transaction Amended and Restated Sale Agreement that provides for the sale of Collateral Obligations to the CLO Issuer, we transferred to the CLO Issuer on September 17, 2024, and will transfer from time to time after September 17, 2024, a portion of our ownership interest in the Collateral Obligations securing the CLO Reset Transaction for the purchase price and other consideration set forth in the CLO Reset Transaction Amended and Restated Sale
Agreement. Following each such transfer pursuant to the CLO Reset Transaction Amended and Restated Sale Agreement, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans. We made customary representations, warranties and covenants in the CLO Reset Transaction Amended and Restated Sale Agreement.
The Secured Replacement Debt is the secured obligation of the Issuer. The Amended and Restated Indenture, the Class A-1A Credit Agreement and the Class A-1AS Credit Agreement governing the Replacement Debt include customary covenants and events of default. The Replacement Debt has not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
We continue to serve as collateral manager to the CLO Issuer under an amended and restated collateral management agreement entered into on September 17, 2024 (the “Amended and Restated Collateral Management Agreement”) and have agreed to irrevocably waive all collateral management fees payable pursuant to the Amended and Restated Collateral Management Agreement
As of September 30, 2025, the fair value of the Class A-1AR Notes, Class A-1A Loans, Class A-1AS Loans, Class A-1BR Notes, Class A-2R Notes, Class B-R Notes and Class C-R Notes was $410.7 million. The fair values of the Class A-1AR Notes, Class A-1A Loans, Class A-1AS Loans, Class A-1BR Notes, Class A-2R Notes, Class B-R Notes and Class C-R Notes were based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs. See “Note 5. Borrowings — 2023 Debt Securitization” to our Unaudited Consolidated Financial Statements for additional information regarding the 2023 Debt Securitization.
On August 23, 2023 (the “2023 Debt Securitization Closing Date”), we completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by one of our subsidiaries, which is consolidated by us and subject to our overall asset coverage requirements.
On the 2023 Debt Securitization Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of ours, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company (“State Street”), as collateral trustee (the “2023 Debt Securitization CLO Indenture”).
The notes and loans offered in the 2023 Debt Securitization consisted of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bore interest at the three month SOFR plus 6.35% (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “2023 Debt Securitization Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bore interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and together with the 2023 Debt Securitization Secured Notes, the “2023 Debt Securitization Secured Debt”). Additionally, on the 2023 Debt Securitization Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “2023 Debt Securitization Subordinated Notes”), which did not bear interest. The 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Notes”, and the 2023 Debt Securitization Secured Debt together with the 2023 Debt Securitization Subordinated Notes are collectively referred to herein as the “2023 Debt Securitization Debt”.
The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the 2023 Debt Securitization Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee. The 2023 Debt Securitization was backed by a diversified portfolio of middle-market commercial loans. The 2023 Debt Securitization Debt was scheduled to mature on July 15, 2031; however, the 2023 Debt Securitization Debt may have been, but was not, redeemed by the Issuers, at the direction of the Company as holder of the 2023 Debt Securitization Subordinated Notes, on any business day after July 15, 2024. We acted as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such was required to retain a portion of the 2023 Debt Securitization Subordinated Notes. We retained all of the 2023 Debt Securitization Subordinated Notes issued in the 2023 Debt Securitization.
Under the terms of the master loan sale agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Loan Sale Agreement”) that provided for the sale of certain loans (the “2023 Debt Securitization Collateral Obligations”) to the CLO Issuer, we transferred to the CLO Issuer a portion of its ownership interest in the 2023 Debt Securitization Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the 2023 Debt Securitization Loan Sale Agreement. Under the terms of the master participation and assignment agreement entered into on the 2023 Debt Securitization Closing Date (the “2023 Debt Securitization Participation Agreement”), pending the settlement of the 2023 Debt Securitization Collateral Obligations transferred to the CLO Issuer under the 2023
Debt Securitization Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans and participations. We made customary representations, warranties and covenants in the 2023 Debt Securitization Loan Sale Agreement.
The 2023 Debt Securitization Secured Debt was the secured obligation of the Issuers, the 2023 Debt Securitization Subordinated Notes were the unsecured obligations of the CLO Issuer, and the 2023 Debt Securitization CLO Indenture and Class A-2 Credit Agreement governing the 2023 Debt Securitization Debt included customary covenants and events of default. The 2023 Debt Securitization Debt was not registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws and will not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
On September 17, 2024, the Issuers closed a refinancing and upsize of the 2023 Debt Securitization in the amount of a $504.0 million collateralized loan obligation (the “CLO Reset Transaction”).
The CLO Reset Transaction was executed through: (A) the issuance by the Issuers of the following classes of notes pursuant that certain amended and restated indenture and security agreement (as amended, modified or supplemented from time to time, the “Amended and Restated Indenture”), dated as of September 17, 2024, by and among the CLO Issuer, the Co-Issuer, and State Street, as collateral trustee: (i) of $110,000,000 of AAA(sf) Class A-1AR Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AR Notes”); (ii) $0 of AAA(sf) Class A-1AL Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AL Notes”); (iii) $35,000,000 of AAA(sf) Class A-1BR Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 1.90% (the “Class A-1BR Notes”); (iv) $30,000,000 of AA(sf) of Class A-2R Senior Secured Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 2.00% (the “Class A-2R Notes”); (v) $40,000,000 of A(sf) Class B-R Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 2.50% (the “Class B-R Notes”); and (vi) $30,000,000 of BBB-(sf) Class C-R Secured Deferrable Floating Rate Notes due 2036, which bear interest at the three-month SOFR plus 4.50% (the “Class C-R Notes” and together with the Class A-1AR Notes, the Class A-1AL Notes, the Class A-1BR Notes, the Class A-2R Notes and the Class B-R Notes, the “Secured Replacement Notes”); (B) the extension, pursuant to the Amended and Restated Indenture, of the stated maturity date of the $94,000,000 of subordinated notes issued by the CLO Issuer in connection with the original closing of the collateralized loan obligation transaction of the Issuers (the “Replacement Subordinated Notes”) to 2036; and (C) the borrowing by the Issuers of (i) $115,000,000 of AAA(sf) Class A-1A Senior Secured Floating Rate Loans maturing 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1A Loans”), pursuant to a class A-1A credit agreement (the “Class A-1A Credit Agreement”), dated as of September 17, 2024, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee; and (ii) $50,000,000 of AAA(sf) Class A-1AS Senior Secured Floating Rate Loans maturing 2036, which bear interest at the three-month SOFR plus 1.63% (the “Class A-1AS Loans” and, together with the Class A-1A Loans and the Secured Replacement Notes, the “Secured Replacement Debt,” and together with the Replacement Subordinated Notes, the “Replacement Debt”), pursuant to a class A-1AS credit agreement (the “Class A-1AS Credit Agreement”), dated as of September 17, 2024, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street, as loan agent and as collateral trustee.
The CLO Reset Transaction is backed by a diversified portfolio of middle-market commercial loans. The Replacement Debt will mature on October 15, 2036; however, the Replacement Debt may be redeemed by the Issuers, at our direction as holder of the Replacement Subordinated Notes, on any business day after October 15, 2026. We continue to act as retention holder in connection with the CLO Reset Transaction for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to continue to retain a portion of the Replacement Subordinated Notes. The Replacement Debt was 100% funded at closing. We continue to retain 100% of the Replacement Subordinated Notes.
The CLO Issuer used the proceeds from the CLO Reset Transaction to, among other things, purchase certain middle-market loans (“Collateral Obligations”) on September 17, 2024 from us pursuant to an amended and restated master loan sale agreement entered into on September 17, 2024 (the “CLO Reset Transaction Amended and Restated Sale Agreement”), as described below.
Under the terms of the CLO Reset Transaction Amended and Restated Sale Agreement that provides for the sale of Collateral Obligations to the CLO Issuer, we transferred to the CLO Issuer on September 17, 2024, and will transfer from time to time after September 17, 2024, a portion of our ownership interest in the Collateral Obligations securing the CLO Reset Transaction for the purchase price and other consideration set forth in the CLO Reset Transaction Amended and Restated Sale
Agreement. Following each such transfer pursuant to the CLO Reset Transaction Amended and Restated Sale Agreement, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans. We made customary representations, warranties and covenants in the CLO Reset Transaction Amended and Restated Sale Agreement.
The Secured Replacement Debt is the secured obligation of the Issuer. The Amended and Restated Indenture, the Class A-1A Credit Agreement and the Class A-1AS Credit Agreement governing the Replacement Debt include customary covenants and events of default. The Replacement Debt has not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
We continue to serve as collateral manager to the CLO Issuer under an amended and restated collateral management agreement entered into on September 17, 2024 (the “Amended and Restated Collateral Management Agreement”) and have agreed to irrevocably waive all collateral management fees payable pursuant to the Amended and Restated Collateral Management Agreement
As of September 30, 2025, the fair value of the Class A-1AR Notes, Class A-1A Loans, Class A-1AS Loans, Class A-1BR Notes, Class A-2R Notes, Class B-R Notes and Class C-R Notes was $410.7 million. The fair values of the Class A-1AR Notes, Class A-1A Loans, Class A-1AS Loans, Class A-1BR Notes, Class A-2R Notes, Class B-R Notes and Class C-R Notes were based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs. See “Note 5. Borrowings — 2023 Debt Securitization” to our Unaudited Consolidated Financial Statements for additional information regarding the 2023 Debt Securitization.
      
Long Term Debt, Dividends and Covenants [Text Block]
The 2023 Debt Securitization Secured Debt was the secured obligation of the Issuers, the 2023 Debt Securitization Subordinated Notes were the unsecured obligations of the CLO Issuer, and the 2023 Debt Securitization CLO Indenture and Class A-2 Credit Agreement governing the 2023 Debt Securitization Debt included customary covenants and events of default. The 2023 Debt Securitization Debt was not registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws and will not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
The 2023 Debt Securitization Secured Debt was the secured obligation of the Issuers, the 2023 Debt Securitization Subordinated Notes were the unsecured obligations of the CLO Issuer, and the 2023 Debt Securitization CLO Indenture and Class A-2 Credit Agreement governing the 2023 Debt Securitization Debt included customary covenants and events of default. The 2023 Debt Securitization Debt was not registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws and will not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
The 2023 Debt Securitization Secured Debt was the secured obligation of the Issuers, the 2023 Debt Securitization Subordinated Notes were the unsecured obligations of the CLO Issuer, and the 2023 Debt Securitization CLO Indenture and Class A-2 Credit Agreement governing the 2023 Debt Securitization Debt included customary covenants and events of default. The 2023 Debt Securitization Debt was not registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws and will not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
The 2023 Debt Securitization Secured Debt was the secured obligation of the Issuers, the 2023 Debt Securitization Subordinated Notes were the unsecured obligations of the CLO Issuer, and the 2023 Debt Securitization CLO Indenture and Class A-2 Credit Agreement governing the 2023 Debt Securitization Debt included customary covenants and events of default. The 2023 Debt Securitization Debt was not registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws and will not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
      
July 2026 Unsecured Notes [Member]              
Capital Stock, Long-Term Debt, and Other Securities [Abstract]              
Long Term Debt, Title [Text Block]
July 2026 Notes
July 2026 Notes
July 2026 Notes
July 2026 Notes
      
Long Term Debt, Structuring [Text Block]
On July 29, 2021, we entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021 and October 28, 2021, respectively. The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the July 2021 NPA.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the July 2021 NPA.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings — July 2026 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the July 2021 NPA and the July 2026 Notes issued thereunder.
As of September 30, 2025, the fair value of the outstanding July 2026 Notes was $147.3 million. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
On July 29, 2021, we entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021 and October 28, 2021, respectively. The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the July 2021 NPA.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the July 2021 NPA.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings — July 2026 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the July 2021 NPA and the July 2026 Notes issued thereunder.
As of September 30, 2025, the fair value of the outstanding July 2026 Notes was $147.3 million. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
On July 29, 2021, we entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021 and October 28, 2021, respectively. The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the July 2021 NPA.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the July 2021 NPA.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings — July 2026 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the July 2021 NPA and the July 2026 Notes issued thereunder.
As of September 30, 2025, the fair value of the outstanding July 2026 Notes was $147.3 million. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
On July 29, 2021, we entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021 and October 28, 2021, respectively. The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the July 2021 NPA.
The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the July 2021 NPA.
The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings — July 2026 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the July 2021 NPA and the July 2026 Notes issued thereunder.
As of September 30, 2025, the fair value of the outstanding July 2026 Notes was $147.3 million. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
      
Long Term Debt, Dividends and Covenants [Text Block] Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the July 2021 NPA Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the July 2021 NPA Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the July 2021 NPA Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the July 2021 NPA      
May 2027 Unsecured Notes [Member]              
Capital Stock, Long-Term Debt, and Other Securities [Abstract]              
Long Term Debt, Title [Text Block]
May 2027 Notes
May 2027 Notes
May 2027 Notes
May 2027 Notes
      
Long Term Debt, Structuring [Text Block]
On May 10, 2022, we entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the May 2022 NPA.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings — May 2027 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the May 2022 NPA and the May 2027 Notes issued thereunder.
As of September 30, 2025, the fair value of the outstanding May 2027 Notes was $155.2 million. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, we entered into a $100.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $0.2 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $(14.7) thousand. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
On May 10, 2022, we entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the May 2022 NPA.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings — May 2027 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the May 2022 NPA and the May 2027 Notes issued thereunder.
As of September 30, 2025, the fair value of the outstanding May 2027 Notes was $155.2 million. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, we entered into a $100.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $0.2 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $(14.7) thousand. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
On May 10, 2022, we entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the May 2022 NPA.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings — May 2027 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the May 2022 NPA and the May 2027 Notes issued thereunder.
As of September 30, 2025, the fair value of the outstanding May 2027 Notes was $155.2 million. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, we entered into a $100.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $0.2 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $(14.7) thousand. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
On May 10, 2022, we entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.
The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the May 2022 NPA.
The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 5. Borrowings — May 2027 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the May 2022 NPA and the May 2027 Notes issued thereunder.
As of September 30, 2025, the fair value of the outstanding May 2027 Notes was $155.2 million. The fair value determinations of the May 2027 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the Series D Notes, on May 10, 2022, we entered into a $100.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $0.2 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
In connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pay quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $(14.7) thousand. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs. 		     
Long Term Debt, Dividends and Covenants [Text Block]
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the May 2022 NPA.
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the May 2022 NPA.
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the May 2022 NPA.
Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of September 30, 2025, we were in compliance with all covenants under the May 2022 NPA.
      
6.150% Senior Unsecured Notes Due June 2030 Notes [Member]              
Capital Stock, Long-Term Debt, and Other Securities [Abstract]              
Long Term Debt, Title [Text Block]
June 2030 Notes
June 2030 Notes
June 2030 Notes
June 2030 Notes
      
Long Term Debt, Structuring [Text Block]
On June 11, 2025, we and U.S. Bank Trust Company, National Association (the “Trustee”) entered into an Indenture (the “Base Indenture”) and a Supplemental Indenture thereto (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The First Supplemental Indenture relates to our issuance of $400.0 million in aggregate principal amount of our 6.150% senior unsecured notes due 2030 (the “June 2030 Notes”).
The June 2030 Notes will mature on June 11, 2030 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the Indenture. The June 2030 Notes bear interest at a rate of 6.150% per year payable semi-annually on June 11 and December 11 of each year, commencing on December 11, 2025. The June 2030 Notes are general unsecured obligations of ours that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the June 2030 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, as amended, whether or not it is subject to those requirements and giving effect to any exemptive relief granted to us by the SEC, and to provide financial
information to the holders of the June 2030 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, we will generally be required to make an offer to purchase the outstanding June 2030 Notes at a price equal to 100% of the principal amount of such June 2030 Notes plus accrued and unpaid interest to the repurchase date.
The net proceeds received by us in connection with the June 2030 Notes offering were approximately $390.2 million, after deducting the initial purchaser discounts and estimated offering expenses.
As of September 30, 2025, the fair value of the outstanding June 2030 Notes was $402.6 million. The fair value determinations of the June 2030 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. See “Note 5. Borrowings — June 2030 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the June 2030 Notes.
In connection with the offering of the June 2030 Notes, on June 11, 2025, we entered into a $400.0 million notional value interest rate swap. We receive a fixed rate interest at 6.15% paid semi-annually and pay semi-annually based on a compounded daily rate of SOFR plus 2.50550%. The swap transaction matures on June 11, 2030. The interest expense related to the June 2030 Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $2.6 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited and Audited Consolidated Balance Sheets. The change in fair value of the interest rate swap is offset by the change in fair value of the June 2030 Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs
On June 11, 2025, we and U.S. Bank Trust Company, National Association (the “Trustee”) entered into an Indenture (the “Base Indenture”) and a Supplemental Indenture thereto (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The First Supplemental Indenture relates to our issuance of $400.0 million in aggregate principal amount of our 6.150% senior unsecured notes due 2030 (the “June 2030 Notes”).
The June 2030 Notes will mature on June 11, 2030 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the Indenture. The June 2030 Notes bear interest at a rate of 6.150% per year payable semi-annually on June 11 and December 11 of each year, commencing on December 11, 2025. The June 2030 Notes are general unsecured obligations of ours that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the June 2030 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, as amended, whether or not it is subject to those requirements and giving effect to any exemptive relief granted to us by the SEC, and to provide financial
information to the holders of the June 2030 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, we will generally be required to make an offer to purchase the outstanding June 2030 Notes at a price equal to 100% of the principal amount of such June 2030 Notes plus accrued and unpaid interest to the repurchase date.
The net proceeds received by us in connection with the June 2030 Notes offering were approximately $390.2 million, after deducting the initial purchaser discounts and estimated offering expenses.
As of September 30, 2025, the fair value of the outstanding June 2030 Notes was $402.6 million. The fair value determinations of the June 2030 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. See “Note 5. Borrowings — June 2030 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the June 2030 Notes.
In connection with the offering of the June 2030 Notes, on June 11, 2025, we entered into a $400.0 million notional value interest rate swap. We receive a fixed rate interest at 6.15% paid semi-annually and pay semi-annually based on a compounded daily rate of SOFR plus 2.50550%. The swap transaction matures on June 11, 2030. The interest expense related to the June 2030 Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $2.6 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited and Audited Consolidated Balance Sheets. The change in fair value of the interest rate swap is offset by the change in fair value of the June 2030 Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs
On June 11, 2025, we and U.S. Bank Trust Company, National Association (the “Trustee”) entered into an Indenture (the “Base Indenture”) and a Supplemental Indenture thereto (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The First Supplemental Indenture relates to our issuance of $400.0 million in aggregate principal amount of our 6.150% senior unsecured notes due 2030 (the “June 2030 Notes”).
The June 2030 Notes will mature on June 11, 2030 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the Indenture. The June 2030 Notes bear interest at a rate of 6.150% per year payable semi-annually on June 11 and December 11 of each year, commencing on December 11, 2025. The June 2030 Notes are general unsecured obligations of ours that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the June 2030 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, as amended, whether or not it is subject to those requirements and giving effect to any exemptive relief granted to us by the SEC, and to provide financial
information to the holders of the June 2030 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, we will generally be required to make an offer to purchase the outstanding June 2030 Notes at a price equal to 100% of the principal amount of such June 2030 Notes plus accrued and unpaid interest to the repurchase date.
The net proceeds received by us in connection with the June 2030 Notes offering were approximately $390.2 million, after deducting the initial purchaser discounts and estimated offering expenses.
As of September 30, 2025, the fair value of the outstanding June 2030 Notes was $402.6 million. The fair value determinations of the June 2030 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. See “Note 5. Borrowings — June 2030 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the June 2030 Notes.
In connection with the offering of the June 2030 Notes, on June 11, 2025, we entered into a $400.0 million notional value interest rate swap. We receive a fixed rate interest at 6.15% paid semi-annually and pay semi-annually based on a compounded daily rate of SOFR plus 2.50550%. The swap transaction matures on June 11, 2030. The interest expense related to the June 2030 Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $2.6 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited and Audited Consolidated Balance Sheets. The change in fair value of the interest rate swap is offset by the change in fair value of the June 2030 Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs
On June 11, 2025, we and U.S. Bank Trust Company, National Association (the “Trustee”) entered into an Indenture (the “Base Indenture”) and a Supplemental Indenture thereto (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The First Supplemental Indenture relates to our issuance of $400.0 million in aggregate principal amount of our 6.150% senior unsecured notes due 2030 (the “June 2030 Notes”).
The June 2030 Notes will mature on June 11, 2030 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the Indenture. The June 2030 Notes bear interest at a rate of 6.150% per year payable semi-annually on June 11 and December 11 of each year, commencing on December 11, 2025. The June 2030 Notes are general unsecured obligations of ours that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the June 2030 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, as amended, whether or not it is subject to those requirements and giving effect to any exemptive relief granted to us by the SEC, and to provide financial
information to the holders of the June 2030 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, we will generally be required to make an offer to purchase the outstanding June 2030 Notes at a price equal to 100% of the principal amount of such June 2030 Notes plus accrued and unpaid interest to the repurchase date.
The net proceeds received by us in connection with the June 2030 Notes offering were approximately $390.2 million, after deducting the initial purchaser discounts and estimated offering expenses.
As of September 30, 2025, the fair value of the outstanding June 2030 Notes was $402.6 million. The fair value determinations of the June 2030 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. See “Note 5. Borrowings — June 2030 Notes” to our Unaudited Consolidated Financial Statements for additional information regarding the June 2030 Notes.
In connection with the offering of the June 2030 Notes, on June 11, 2025, we entered into a $400.0 million notional value interest rate swap. We receive a fixed rate interest at 6.15% paid semi-annually and pay semi-annually based on a compounded daily rate of SOFR plus 2.50550%. The swap transaction matures on June 11, 2030. The interest expense related to the June 2030 Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2025, the interest rate swap had a fair value of $2.6 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited and Audited Consolidated Balance Sheets. The change in fair value of the interest rate swap is offset by the change in fair value of the June 2030 Notes. The fair value of the interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs 		     
Long Term Debt, Dividends and Covenants [Text Block]
The Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, as amended, whether or not it is subject to those requirements and giving effect to any exemptive relief granted to us by the SEC, and to provide financial
information to the holders of the June 2030 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
The Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, as amended, whether or not it is subject to those requirements and giving effect to any exemptive relief granted to us by the SEC, and to provide financial
information to the holders of the June 2030 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
The Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, as amended, whether or not it is subject to those requirements and giving effect to any exemptive relief granted to us by the SEC, and to provide financial
information to the holders of the June 2030 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
The Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, as amended, whether or not it is subject to those requirements and giving effect to any exemptive relief granted to us by the SEC, and to provide financial
information to the holders of the June 2030 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.