Barings Private Credit Corp 8-K

What Happened

• Barings Private Credit Corporation filed an 8-K on February 6, 2026 reporting the entry into a Second Supplemental Indenture with U.S. Bank Trust Company and the issuance of $350,000,000 aggregate principal amount of 5.750% notes due February 6, 2029. Interest is payable semi‑annually on February 6 and August 6, beginning August 6, 2026.
• The Notes were sold in a private placement (Rule 144A/Reg S) to initial purchasers and closed February 6, 2026. Net proceeds to the company were approximately $344.2 million after discounts and expenses. Proceeds are expected to be used to repay borrowings under credit facilities, make portfolio investments, and for general corporate purposes.

Key Details

• Principal: $350,000,000 of 5.750% notes due February 6, 2029; interest paid semi‑annually Feb 6 / Aug 6 (first payment Aug 6, 2026).
• Security and ranking: general unsecured obligations; pari passu with other unsecured unsubordinated debt, senior to subordinated debt, effectively junior to secured debt and structurally junior to subsidiary indebtedness.
• Hedging: entered a $350.0 million notional interest rate swap (receives fixed 5.750% semi‑annually; pays compounded daily SOFR + 2.383%), maturing February 6, 2029.
• Registration rights: agreement with representatives of initial purchasers (SMBC Nikko, BNP Paribas, ING Financial Markets, Wells Fargo) obligates the company to file a registration statement for an exchange offer within 365 days or pay additional interest if deadlines are missed.

Why It Matters

• The company has raised long‑dated unsecured debt at a fixed 5.75% coupon, increasing available liquidity (about $344.2M net) to refinance credit facilities and fund investments — important for ongoing portfolio deployment and balance‑sheet management.
• The interest rate swap broadly converts the new notes into a floating exposure (paying SOFR + 2.383%) for the life of the notes, which affects the company’s interest expense sensitivity to short‑term rates.
• Investors should note the ranking (unsecured and structurally junior to subsidiary debt), the covenant obligations in the indenture (including asset coverage reporting), and the registration rights timeline that could lead to additional interest payments if registration deadlines aren’t met.