Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Barings Private Credit Corporation (Name of Issuer) |
Common Stock (Title of Class of Securities) |
06763A101 (CUSIP Number) |
Ann Maurer c/o UMB Fund Services, Inc., 235 West Galena Street Milwaukee, WI, 53212 414-299-2270 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/23/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 06763A101 |
| 1 |
Name of reporting person
Cliffwater Corporate Lending Fund | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
42,041,303.20 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IV |
Comment for Type of Reporting Person:
1 The Reporting Persons have waived voting power in excess of 4.99%.
SCHEDULE 13D
|
| CUSIP No. | 06763A101 |
| 1 |
Name of reporting person
Cliffwater LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
42,041,303.20 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
2. The Reporting Persons have waived voting power in excess of 4.99%.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Barings Private Credit Corporation |
| (c) | Address of Issuer's Principal Executive Offices:
300 South Tryon Street, Suite 2500, Charlotte,
NORTH CAROLINA
, 28202. |
| Item 2. | Identity and Background |
| (a) | This Statement is being filed by Cliffwater Corporate Lending Fund, a statutory trust organized under the laws of the state of Delaware ("CCLF"), and Cliffwater LLC, a Delaware limited liability company, its investment adviser (together with CCLF, the "Reporting Persons"). The following are the officers of CCLF: Stephen Nesbitt, President; Lance Johnson, Treasurer; Ann Maurer, Treasurer; and Bernadette Murphy, Chief Compliance Officer. The following are the trustees of CCLF: Matthew Worley, Dominic Garcia, Paul Williams and Stephen Nesbitt. |
| (b) | The address of CCLF's principal place of business and principal executive office is c/o UMB, 235 West Galena Street, Milwaukee, WI 53212. The address of Cliffwater LLC's principal place of business and principal executive office is 4640 Admiralty Way, 11th Floor, Marina del Rey, CA 90292. |
| (c) | See Item 2(a) |
| (d) | None of the persons or entities listed above has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | See Item 2(d). |
| (f) | All of the individuals listed above are citizens of the United States. See Item 2(a). |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses to Items 7 to 13 on the two cover pages of this Schedule 13D are incorporated herein by reference. The Reporting Persons have waived voting power in excess of 4.99%. |
| (b) | See Item 5(b). |
| (c) | None of CCLF or the persons listed in Item 2 above effected any transactions in the shares during the sixty days before the date of this Schedule 13D/A. |
| Item 7. | Material to be Filed as Exhibits. |
Fund of Funds Agreement, Dated as of August 20, 2021, between Cliffwater Corporate Lending Fund and Barings Private Credit Corporation. https://www.sec.gov/Archives/edgar/data/1659851/000110465921113553/tm2127109d1_ex99b.htm |
| SIGNATURE | |
After reasonable 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.
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