Barings Private Credit Corporation

Structure and status

• Formed April 2, 2021 as Barings Private Credit LLC (Maryland LLC) and converted to Barings Private Credit Corporation (Maryland corporation) effective May 13, 2021.
• Elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940.
• Externally managed by Barings LLC (the Adviser); Barings also provides administration services under an Administration Agreement. Barings is a MassMutual subsidiary.
• Tax status: elected to be treated as a regulated investment company (RIC) for federal income tax purposes.

Fund structure and trading status

• External, privately offered perpetual-life BDC; shares are not listed on a public exchange or securities market.
• Shares are intended to be sold in private offerings generally at the BDC’s monthly net asset value (NAV).

Primary investment objective and strategy

• Objective: generate current income by investing directly in privately held middle-market companies to fund acquisitions, growth, or refinancing.
• Primary focus: senior secured private debt investments in well-established middle-market companies across industries.
• Opportunistic allocations: may include equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities, and high-yield investments.
• Leverage: used prudently to enhance returns with an emphasis on capital preservation.
• Credit profile: a significant portion of investments may be rated below investment grade or would be below investment grade if rated.

Initial portfolio and ongoing investment approach

• Initial Portfolio acquired May 12, 2021 from MassMutual and C.M. Life Insurance Company (a MassMutual subsidiary), comprising senior secured private debt investments and related funding obligations to middle-market businesses.
• Aggregate purchase price for the Initial Portfolio: $602.4 million (equal to the sum of fair values of each investment at time of purchase, net of accrued fees for unfunded obligations).
• Investments were valued as of March 31, 2021 by an independent third-party valuation firm; investments acquired after March 31, 2021 were initially valued at cost.
• Ongoing investments continue to focus on senior secured private debt in middle-market companies; terms typically five to seven years; interest generally SOFR plus 450 to 650 basis points per year.

Origination, underwriting, and portfolio management process

• Origination and underwriting are handled by Barings Global Private Finance (Barings GPF), with support from Barings’ investment teams and committees.
• Investment process: pre-screen, preliminary investment proposal, formal due diligence, model development, internal review, investment committee approval, and documentation.
• Investment committee approval: majority vote of those present, with a majority of committee members required to approve new middle-market investments.
• Portfolio management: Barings oversees ongoing monitoring, quarterly reviews, focus credit list reviews, sponsor relationship management, and maintains a comprehensive data and portfolio management system.
• Emphasis on risk management, consistent underwriting, and diversification across industries and geographies; the fund may hold single positions exceeding 5% of assets or 10% of voting securities and is non-diversified under the 1940 Act.

Adviser relationship and capabilities

• Adviser: Barings LLC, a global asset management firm registered with the SEC under the Advisers Act.
• Sub-adviser for European investments: Baring International Investment Limited (BIIL), an indirect, wholly owned subsidiary of Barings. BIIL is registered with the SEC and the FCA and manages European investments for the Company.
• Barings GPF is part of Barings’ Global Fixed Income Platform (as of year-end 2025, roughly $384.5 billion platform) and provides private credit, fixed income, and related investment capabilities.
• Portfolio Managers: Bryan High, Thomas McDonnell, Matthew Freund, and Daniel Verwholt (jointly responsible for day-to-day management; supported by Barings’ investment teams and committees).

Valuation and accounting

• Fair value is determined in good faith using ASC 820 guidelines and a three-tier hierarchy (Level 1, Level 2, Level 3); Level 3 inputs are often used for middle-market private debt and equity investments.
• Barings is designated as the Valuation Designee; a pricing committee within Barings approves and oversees valuation processes.
• Independent valuation providers perform quarterly valuations for loans and equity investments that are not traded or lack readily available market quotations, using methods such as synthetic rating analysis, discounted cash flows, and re-underwriting analyses.
• Valuation sources: independent pricing vendors are used where possible; if pricing is not obtainable, Barings uses internal pricing procedures and may adjust outside inputs based on internal judgments.
• Typical input levels: money market fund investments and exchange-listed equity use Level 1 inputs; syndicated loans and structured products use Level 2 inputs; middle-market/private debt and equity use Level 3 inputs.

Key quantitative details

• Initial Portfolio aggregate purchase price: $602.4 million.
• Debt investment terms: five to seven years; interest SOFR plus 450 to 650 basis points.
• Barings GPF: over 120 investment professionals as of December 31, 2025; seven offices across the U.S., Europe, Australia/New Zealand, and Asia.
• Management structure: the Company generally has no employees; external management and administration are provided by Barings under the Advisory and Administration Agreements.

Governance and structure

• The Company is non-exchange traded and privately offered, with governance and day-to-day investment decisions driven by Barings’ investment committees and Portfolio Managers.
• The Company emphasizes sponsor-backed middle-market lending, active portfolio management, and a disciplined underwriting framework.