Bain Capital Private Credit entered into a definitive agreement on October 8, 2026, to issue $350,000,000 in aggregate principal amount of 7.600% notes due 2031. The transaction, filed as a Current Report on Form 8-K with the Securities and Exchange Commission, was executed through a private placement to qualified institutional buyers and certain non-U.S. persons.
The notes will mature on October 8, 2031, and bear interest at a rate of 7.600% per year. Interest payments are scheduled to be made semiannually on April 8 and October 8 of each year, beginning on April 8, 2027. The notes are direct unsecured obligations of Bain Capital Private Credit.
Proceeds from the offering are expected to be used for general corporate purposes, repayment of indebtedness under revolving credit facilities, and investments in existing and new portfolio companies. The indenture governing the notes includes covenants requiring the company to comply with specific reporting obligations and to provide financial information to holders if it ceases to be subject to reporting requirements under the Securities Exchange Act of 1934.
The indenture also includes a change of control repurchase provision. If a change of control occurs simultaneously with the notes receiving a below-investment-grade rating from both Fitch Ratings, Inc. and Moody’s Investor Services, Inc., the company will be required to offer to purchase the notes at 100% of the principal amount plus accrued and unpaid interest.
In connection with the issuance, the company entered into an interest rate swap agreement with a notional amount of $350,000,000 maturing on October 8, 2031. Under this agreement, Bain Capital Private Credit will receive fixed rate interest semiannually at 7.60% and pay variable rate interest semiannually based on 3-month quarterly compounded SOFR plus 2.8515%.
The company also entered into a Registration Rights Agreement with representatives of the initial purchasers, including BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., and SMBC Nikko Securities America, Inc. This agreement obligates the company to file a registration statement to offer to exchange the notes for registered notes, with a deadline of 365 days after the initial issuance, or to use an existing registration statement.
