Bain Capital Nontraded BDC to Triple Registered Capacity to $3B Amid Sector Slowdown

Bain Capital Private Credit, a perpetual-life nontraded business development company affiliated with Bain Capital Credit, has filed with the U.S. Securities and Exchange Commission to register an additional $2.01 billion in common shares, lifting total registered capacity under a newly combined prospectus to $3 billion.

The new filing carries forward $988.3 million in unsold shares from the BDC’s prior $2 billion registration, declared effective in February 2023, and adds $2.01 billion in newly registered shares.

The capacity expansion comes during an industry-wide deceleration in nontraded BDC fundraising. According to investment banking firm Robert A. Stanger & Company Inc., nontraded BDC sales for the year totaled approximately $4.9 billion through March 2026, nearly 59% below the nontraded BDC sales in their peak at the end of Q1 2025. Stanger has projected a roughly 40% year-over-year decline in nontraded BDC capital formation for 2026 and characterized the slowdown, in a subsequent analysis, as the early stages of a liquidity cycle similar to the one that reshaped the nontraded real estate investment trust market beginning in 2022. Combined publicly registered and private placement BDC sales totaled $8.9 billion in the first quarter of 2026, down 45% from the first quarter of 2025.

The fund is externally managed by an affiliate of Bain Capital Credit, which had approximately $61 billion in assets under management as of Dec. 31, 2025. Under normal conditions, it invests at least 80% of its managed assets in private credit, with a primary focus on senior secured first-lien, second-lien, and unitranche loans to middle market companies across North America, Europe, and Australia.

As of the end of 2025, the fund reported $1.75 billion in total assets and $926.7 million in net assets, up from $358.4 million in net assets at year-end 2024. The fund had issued approximately $1.01 billion in gross proceeds through March 2, 2026, all in Class I shares, indicating its capital raise to date has come predominantly through registered investment adviser and institutional channels rather than the brokerage channel. The fund declared a December 2025 special distribution and reported a portfolio of 144 companies with 93% of debt investments at floating rates. Its most recent monthly regular distribution was $0.1875 per Class I share, and net asset value per share was $25.88 as of Feb. 28, 2026.

The fund has met all share repurchase requests in full since inception, a notable counter-trend data point given the redemption pressure visible elsewhere in the sector. In its most recent tender offer, which expired March 3, 2026, the fund received requests representing 0.8% of outstanding shares, well below its 5% quarterly repurchase cap. Quarterly tender offers throughout 2024 and 2025 drew requests ranging from zero to approximately 0.6% of outstanding shares, with the fund repurchasing all validly tendered shares each quarter.

The new offering carries forward the fund’s existing fee and share-class structure with no material changes. The combined prospectus offers Class S, D, and I shares, with annual shareholder servicing and distribution fees of 0.85%, 0.25%, and zero, respectively. Maximum sales loads charged by participating intermediaries are capped at 3.5% for Class S shares and 1.5% for Class D shares; Class I shares carry no sales load. Minimum initial investments are $2,500 for Class S and Class D shares and $1 million for Class I shares. The base management fee is 0.75% of gross assets, and the incentive fee structure includes a 15% fee on net investment income above a 7% annualized hurdle, calculated on a trailing 12-quarter basis, and a 15% capital gains incentive fee. The fund conducts quarterly tender offers for up to 5% of outstanding shares, with a 2% early-repurchase deduction on shares held less than one year, and maintains an annualized distribution yield cap of 10%.

Emerson Equity LLC serves as the managing dealer for the offering, which is being conducted on a best-efforts basis.

The new offering is subject to SEC review and has not yet been declared effective.

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