UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): July 18, 2025 |
BAIN CAPITAL PRIVATE CREDIT
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
814-01474 |
87-6984749 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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200 Clarendon Street, 37th Floor |
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Boston, Massachusetts |
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02116 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (617) 516-2000 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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None |
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N/A |
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N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 7.01. Regulation FD Disclosure.
July 2025 Distributions
On July 18, 2025, Bain Capital Private Credit (the “Fund”) declared regular distribution for Class I common shares of beneficial interest (the “Shares”) in the amount per share set forth below:
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Gross Distribution |
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Shareholder
Servicing and/or
Distribution Fee* |
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Net Distribution |
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Class I Shares |
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$ |
0.1875 |
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$ |
0.00 |
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$ |
0.1875 |
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The regular distribution for the Shares is payable to shareholders of record as of July 31, 2025 and will be paid on or about August 29, 2025.
The distribution will be paid in cash or reinvested in additional Shares for shareholders participating in the Fund’s distribution reinvestment plan.
Item 8.01. Other Events.
Net Asset Value
The net asset value (“NAV”) per share for Class I Shares of the Fund as of June 30, 2025, as determined in accordance with the Fund’s valuation policy, is set forth below.
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NAV per share as of
June 30, 2025 |
Class I Shares |
$ |
25.73 |
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As of June 30, 2025, the Fund’s aggregate NAV was $644.5 million, the fair value of its investment portfolio was $1,185.1 million and it had principal debt outstanding of $592.1 million, resulting in a debt-to-equity ratio of approximately 0.92x. The net debt-to-equity ratio, which represents principal debt outstanding, less cash and unsettled trades was approximately 0.82x as of June 30, 2025.
Portfolio Update
As of June 30, 2025, the Fund’s investment portfolio at fair value was approximately $1,185.1 million across 136 portfolio companies operating across 26 different industries. As of June 30, 2025, based on fair value, the Fund’s investment portfolio was comprised of 92% in first lien senior secured debt, 4% in subordinated debt, 1% in preferred equity, 2% in common equity and 1% in an investment vehicle. 93% of the Fund’s debt investment portfolio was floating rate as of June 30, 2025.
Status of Offering
The Fund is currently publicly offering on a continuous basis up to $2.0 billion in Shares (the “Offering”). The following table lists the Shares and total consideration for the Offering as of the date of this filing (through the July 1, 2025 subscription date). The Fund intends to continue selling Shares in the Offering on a monthly basis.
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Common Shares Issued |
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Total Consideration |
Class I Shares |
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25,608,169 |
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$ |
651.6 |
million |
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Total Offering* |
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25,608,169 |
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$ |
651.6 |
million |
*Amounts may not sum due to rounding.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: |
July 18, 2025 |
By: |
/s/ Adriana Rojas Garzón |
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Name: Adriana Rojas Garzón
Title: Vice President |