SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

(Rule 13e-4)

TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

Barings Private Credit Corporation

(Name of Subject Company (Issuer))

Barings Private Credit Corporation

(Names of Filing Person (Offeror and Issuer))

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

CUSIP: 06763A 101

(CUSIP Number of Class of securities)

Ian Fowler

Chief Executive Officer

Barings Private Credit Corporation

300 South Tryon Street, Suite 2500

Charlotte, North Carolina 28202

(704) 805-7200

(Name, address and telephone no. of person authorized to receive notices and communications on behalf of filing person)

Copy to:

Harry S. Pangas, Esq.

Dechert LLP

1900 K Street, NW

Washington, DC 20006

March 1, 2023

(Date Tender Offer First Published, Sent or Given to Security Holders)

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

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

☐ Third-party tender offer subject to Rule 14d-1.

☒ Issuer tender offer subject to Rule 13e-4.

☐ Going-private transaction subject to Rule 13e-3.

☐ Amendment to Schedule 13D under Rule 13d-2.

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

AMENDMENT TO TENDER OFFER STATEMENT

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Barings Private Credit Corporation, a Maryland corporation (the “Company”), with the U.S. Securities and Exchange Commission on March 1, 2023 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by the Company to purchase up to 2,645,015 shares of its common stock, par value $0.001 per share (the “Shares”), at a purchase price equal to the net asset value per Share as of March 31, 2023, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 1, 2023 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto and with the Offer to Purchase, the “Offer”), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(ii) and (a)(1)(iii), respectively.

This Amendment is being filed by the Company. Unless otherwise indicated, references to sections in the Schedule TO are references to sections of the Offer to Purchase. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

The following information is provided pursuant to Rule 13e-4:

-    The Company has received the results of the tender offer, which expired at 11:59 p.m., Eastern Time, on March 31, 2023;

-    481.464 Shares were validly tendered and not properly withdrawn prior to the expiration of the Offer. The Company has accepted for purchase 100% of the Shares that were validly tendered and not properly withdrawn prior to the expiration of the Offer, at a purchase price per Share equal to the net asset value per Share as of March 31, 2023;

-    The number of Shares that the Company has accepted for purchase in the Offer represents less than 1% of the total number of Shares outstanding as of March 1, 2023.

Items 1 through 9 and Item 11.

The information set forth in the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the below paragraph as the last paragraph in Section 3 on page 3 of the Offer to Purchase:

“On April 3, 2023, the Company issued a letter to stockholders announcing the results of the Offer, which expired at 11:59 p.m., Eastern Time, on March 31, 2023. A copy of this letter is filed as Exhibit (a)(vii) and is incorporated by reference herein.”

Item 12. Exhibits.

(a)(1)           (i)           Cover Letter to Offer to Purchase and Letter of Transmittal.*

(ii) Offer to Purchase.*

(iii) Forms of Letter of Transmittal.*

(iv) Form of Letter from the Company to Shareholders in Connection with the Company’s Acceptance of Shares.*

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(v) Form of Promissory Note.*

(vi) Forms of Notice of Withdrawal of Tender.*

(vii) Form of Letter, dated April 3, 2023, from the Company to Stockholders Announcing the Results of the Tender.

(a)(2)-(4) Not applicable.

(d)(1) Form of Fund of Funds Agreement between the Company (as Acquired Fund) and Certain Stockholder(s) (Filed as Exhibit 99.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 23, 2022 and incorporated herein by reference).*

(g) Not applicable.

(h) Not applicable.

107 Calculation of Filing Fees Table.

* Previously filed on March 1, 2023 as an exhibit to the Schedule TO.

Item 13. Information Required By Schedule 13e-3.

Not applicable.

3

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	BARINGS PRIVATE CREDIT CORPORATION
	By:	/s/ Ashlee Steinnerd
	Name:	Ashlee Steinnerd
	Title:	Chief Legal Officer
Dated: April 3, 2023

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EXHIBIT INDEX

Exhibit
(a)(1)(i)	Cover Letter to Offer to Purchase and Letter of Transmittal.*
(a)(1)(ii)	Offer to Purchase.*
(a)(1)(iii)	Forms of Letter of Transmittal.*
(a)(1)(iv)	Form of Letter from the Company to Shareholders in Connection with the Company’s Acceptance of Shares.*
(a)(1)(v)	Form of Promissory Note.*
(a)(1)(vi)	Forms of Notice of Withdrawal of Tender.*
(a)(1)(vii)	Form of Letter, dated April 3, 2023, from the Company to Stockholders Announcing the Results of the Tender.
(d)(1)	Form of Fund of Funds Agreement between the Company (as Acquired Fund) and Certain Stockholder(s) (Filed as Exhibit 99.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 23, 2022 and incorporated herein by reference).*
107	Calculation of Filing Fees Table.

* Previously filed on March 1, 2023 as an exhibit to the Schedule TO.

  5

EX-99.(A)(1)(VII)

Exhibit (a)(1)(vii)

BARINGS PRIVATE CREDIT CORPORATION

Announcement of Results of Previously Announced

Tender Offer by Barings Private Credit Corporation for its Shares

April 3, 2023

Dear Stockholder:

Barings Private Credit Corporation (the “Company”) today announced the results of its previously announced tender offer to purchase up to 2,645,015 shares of its common stock, par value $0.001 per share (the “Shares”), which expired at 11:59 p.m., Eastern Time, on March 31, 2023.

Based on the final count by DST Systems, Inc., the Company’s transfer agent (the “Transfer Agent”), 481.464 Shares were properly tendered and not properly withdrawn prior to the expiration date for the tender offer.

In accordance with the terms of the tender offer, the Company accepted for purchase 100% of the Shares properly tendered and not properly withdrawn. The number of Shares that the Company has accepted for purchase in the tender offer represents less than 1% of the total number of Shares outstanding as of March 1, 2023.

In accordance with the terms of the tender offer, stockholders that have sold Shares to the Company in the tender offer have been issued a non-interest bearing, non-transferable and non-negotiable promissory note, which is being held on the stockholder’s behalf by the Transfer Agent, entitling the stockholder to receive payment(s) in an aggregate amount equal to the net asset value of the tendered Shares as of March 31, 2023.

If you have any questions, please contact the Company’s Transfer Agent at (844)-700-1483.

Sincerely,

Barings Private Credit Corporation

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

FORM TO-I/A

(Form Type)

Barings Private Credit Corporation

(Name of Issuer)

Barings Private Credit Corporation

(Name of Person(s) Filing Statement)

Table 1: Transaction Valuation

	Transaction Valuation	Fee Rate	Amount of Filing Fee
Fees to Be Paid	$54,566,659.45 (1)	0.0001102	-
Fees Previously Paid	$0.0		$6,013.25 (2)
Total Transaction Valuation	$54,566,659.45 (1)
Total Fees Due for Filing			$6,013.25 (2)
Total Fees Previously Paid			$6,013.25 (2)
Total Fee Offsets			N/A
Net Fee Due			$0.00

(1) Calculated as the aggregate maximum purchase price for shares of common stock, par value $0.001 per share, of Barings Private Credit Corporation (“Shares”), based upon the net asset value per Share as of January 31, 2023 of $20.63. This amount is based upon the offer to purchase up to 2,645,015 Shares. The fee of $6,013.25 was paid in connection with the filing of the Schedule TO-I by Barings Private Credit Corporation (File No. 005-92837) on March 1, 2023.

(2) Calculated at $110.20 per $1,000,000.00 of the Transaction Valuation in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for Fiscal Year 2023.

Table 2: Fee Offset Claims and Sources

	Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Fee Paid with Fee Offset Source
Fee Offset Claims	Barings Private Credit Corporation	SC TO-I	005-92837	March 1, 2023		$6,013.25
Fee Offset Sources					March 1, 2023		$6,013.25