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Form 8-K Barings Private Credit For: May 19

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May 20, 2022 1:07 PM EDT

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
Date of Report (Date of earliest event reported): May 19, 2022

_________________________________________________________
Barings Private Credit Corporation
(Exact name of registrant as specified in its charter)
 _________________________________________________________
Maryland 814-01397 86-3780522
(State or Other Jurisdiction
of Incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
300 South Tryon Street, Suite 2500
Charlotte, North Carolina		28202
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (704) 805-7200
N/A
(Former name or former address, if changed since last report.)
_________________________________________________________
Securities registered pursuant to Section 12(b) of the Act: None.
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

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 3.02.    Unregistered Sales of Equity Securities.
As of May 1, 2022, Barings Private Credit Corporation (the “Company”) sold 748,197.344 unregistered shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (with the final number of shares issued being determined on May 19, 2022) pursuant to subscription agreements entered into with the participating investors for aggregate consideration of approximately $15.8 million.
The offer and sale of the Shares was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder (the “Private Offering”). The Company relied, in part, upon representations from the participating investors that the investors are “accredited investors” as defined in Regulation D under the Securities Act.
Item 8.01.    Other Events.
Net Asset Value
The net asset value per share of the Common Stock as of April 30, 2022 is $21.08.
Status of Offering
The Company is currently conducting the Private Offering on a continuous basis for up to $2.0 billion in shares of Common Stock. As of the date hereof, the Company has issued an aggregate of 51,038,482 shares of Common Stock in the Private Offering for total consideration of $1,039.3 million. The Company intends to continue selling shares of Common Stock in the Private Offering on a monthly basis.


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.
 
 Barings Private Credit Corporation
Date: May 20, 2022 By: /s/ Jonathan A. Landsberg
  Jonathan A. Landsberg
  Chief Financial Officer




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