(Name, Address and Telephone No. of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) Form SC TO I

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing.

Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

The name of the issuer is Bain Capital Private Credit (the "Fund"). The Fund is a non-diversified,closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the "1940 Act"). It is organized as a Delaware statutory trust. The principal executive office of the Fund is located at 200 Clarendon Street, 37^th Floor, Boston, MA 02116 and the telephone number is 617-516-2000.

The title of the securities that are the subject of the offer to purchase and the related Letter of Transmittal ("Offer to Purchase" and the tender offer made thereby, the "Offer") are Class I common shares of beneficial interest (the "Class I Shares"), Class D common shares of beneficial interest (the "Class D Shares"), and Class S common shares of beneficial interest (the "Class S Shares" and together with Class I Shares and Class D Shares, the "Shares") or portions thereof. As of the close of business on September 30, 2024, there were 10,354,167 Shares outstanding. Subject to the conditions set forth in the Offer to Purchase, the Fund will purchase up to 517,708 Shares that are tendered by holders of the Fund's Shares ("Shareholders") and not withdrawn as described in the Offer to Purchase (the "Offer Amount"). The Shares subject to the Offer represent approximately 5% of the Fund's Shares outstanding as of September 30, 2024.

Shares are not traded in any market.

The Fund is tendering for its own Shares. The information required by this Item is set forth in Item 2(a) above. BCPC Advisors, LP (the "Adviser") serves as the investment manager for the Fund. The Adviser is located at 200 Clarendon Street, 37^th Floor, Boston, MA 02116 and its telephone number is 617-516-2000. The members of the Fund's Board of Trustees (the "Board") are Michael J. Boyle, Michael A. Ewald, Jeffrey B. Hawkins, Amy Butte, David G. Fubini, Thomas A. Hough, Jay Margolis and Clare S. Richer (each, a "Trustee"). The Chief Executive Officer is Michael A. Ewald, the Chief Financial Officer and Principal Accounting Officer is Amit Joshi, the Chief Compliance Officer is James Goldman, the Vice President is Michael Treisman and the Secretary is Jessica Yeager. The Trustees and the executive officers of the Fund may be reached at the Fund's business address and phone number set forth in Item 2(a) above.

Not applicable.

Subject to the conditions set forth in the Offer to Purchase, the Fund will purchase up to 517,708 Shares that are tendered by Shareholders by 11:59 p.m., Eastern Time, on December 2, 2024 and not withdrawn as described in Item 4(a)(1)(vi).

The purchase price of a Share (or portion thereof) tendered will be its net asset value as of December 31, 2024 or a later date determined by the Fund if the Offer is extended (in each case, the "Valuation Date"), upon the terms and subject to the conditions set forth in the Offer to Purchase. Reference is made to the Cover Page, Section 2 "Offer to Purchase and Price" and Section 6 "Purchases and Payment" of the Offer to Purchase, which are incorporated herein by reference.

The Offer is scheduled to expire on December 2, 2024 unless extended. Reference is made to the Cover Page, Summary Term Sheet, Section 2 "Offer to Purchase and Price" and Section 5 "Withdrawal Rights" of the Offer to Purchase, which are incorporated herein by reference.

Not applicable.

Reference is made to the Cover Page, Summary Term Sheet and Section 7 "Certain Conditions of the Offer" of the Offer to Purchase, which are incorporated herein by reference.

Reference is made to Section 5 "Withdrawal Rights" of the Offer to Purchase, which is incorporated herein by reference.

Reference is made to the Cover Page, Section 4 "Procedure for Tenders" and Section 5 "Withdrawal Rights" of the Offer to Purchase, which are incorporated herein by reference. Note that certain Shareholders may be required to deliver their Letter of Transmittal to their Financial Advisor (instead of directly to the Transfer Agent). All Shareholders tendering Shares should carefully review their Letter of Transmittal and follow the delivery instructions therein.

Reference is made to Section 4 "Procedure for Tenders" and Section 6 "Purchases and Payment" of the Offer to Purchase, which are incorporated herein by reference.

Reference is made to the Cover Page, Section 3 "Amount of Tender," and Section 6 "Purchases and Payment" of the Offer to Purchase, which are incorporated herein by reference.

Reference is made to Section 2 "Offer to Purchase and Price" of the Offer to Purchase, which is incorporated herein by reference.

Not applicable.

Reference is made to Section 10 "Certain Federal Income Tax Consequences" of the Offer to Purchase, which is incorporated herein by reference.

(2) Not applicable.

Any Shares to be purchased from any officer, Trustee or affiliate of the Fund will be on the same terms and conditions as any other purchase of Shares. To the Fund's knowledge, none of the officers, Trustees, or affiliates of the Fund intends to tender Shares in the Offer.

The Fund's Prospectus dated April 30, 2024, as amended and/or supplemented from time to time (the "Prospectus"), provides that the Board has the discretion to determine whether the Fund will purchase Shares from Shareholders from time to time pursuant to written tenders. The Adviser expects that it will recommend to the Board that the Fund purchase Shares from Shareholders quarterly. However, the Fund is not required to conduct tender offers. The Fund does not know of any other contract, agreement, arrangement, or understanding, whether contingent or otherwise or whether or not legally

Reference is made to Section 1 "Background and Purpose of the Offer" of the Offer to Purchase, which is incorporated herein by reference.

Reference is made to Section 8 "Certain Information About the Fund" of the Offer to Purchase, which is incorporated herein by reference. Because Shares are not traded in any market, subsections (6), (7), and (8) of Regulation M-A Item 1006(c) are not applicable to the Fund.

Reference is made to Section 6 "Purchases and Payment" of the Offer to Purchase, which is incorporated herein by reference.

Based on the number of Shares outstanding as September 30, 2024, the following persons own the number of Shares indicated in the below table.

Person

Bain Capital SIP Investments, L.P.

Reference is made to Section 8 "Certain Information About the Fund" of the Offer to Purchase, which is incorporated herein by reference. During the past sixty (60) days, the Fund has issued to the Adviser, Trustees, officers and/or affiliates of the Fund an aggregate of approximately 0 shares, including the net impact of shares issued pursuant to the Fund's dividend reinvestment plan, for net proceeds of approximately $0 to the Adviser, any Trustee or officer of the Fund, any person controlling the Fund or the Adviser, or any affiliate of the Fund. There have been no other transactions in Shares effected during the past sixty (60) days by the Fund, the Adviser, any Trustee or executive officer of the Fund, any person controlling the Fund or the Adviser, or any affiliate of the Fund.

No persons have been employed, retained, or are to be compensated by the Fund to make solicitations or recommendations in connection with the Offer to Purchase.

The audited annual financial statements of the Fund dated December 31, 2023 filed with the SEC on EDGAR on March 27, 2024 are incorporated by reference. The Fund will prepare and transmit to Shareholders the audited annual financial statements of the Fund within 90 days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act.

Not applicable.

None.

None.

Not applicable.

None.

None.

The Offer to Purchase, attached hereto as Exhibit (a)(1)(ii), is incorporated herein by reference in its entirety.

(i) Cover Letter to Offer to Purchase and Letter of Transmittal.

Offer to Purchase.

Form of Letter of Transmittal.

Form of Letter from the Fund to Shareholders in Connection with the Fund's Acceptance of Shares.

Form of Promissory Note.

Form of Notice of Withdrawal of Tender.

(2)-(4) Not applicable.

None.

Not applicable.

Not applicable.

Not applicable.

Filing Fee Table.

107