<SEC-DOCUMENT>0001309111-17-000005.txt : 20170217
<SEC-HEADER>0001309111-17-000005.hdr.sgml : 20170217
<ACCEPTANCE-DATETIME>20170217102929
ACCESSION NUMBER: 0001309111-17-000005
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20170217
DATE AS OF CHANGE: 20170217
GROUP MEMBERS: BAIN CAPITAL CREDIT HOLDINGS (MRF), L.P.
GROUP MEMBERS: BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2016 (F), L.P
GROUP MEMBERS: BCSF HOLDINGS, LP
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Bain Capital Specialty Finance, Inc.
CENTRAL INDEX KEY: 0001655050
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-89666
FILM NUMBER: 17620095
BUSINESS ADDRESS:
STREET 1: C/O BAIN CAPITAL CREDIT, LP
STREET 2: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: (617) 516-2318
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL CREDIT, LP
STREET 2: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER COMPANY:
FORMER CONFORMED NAME: Sankaty Capital Corp
DATE OF NAME CHANGE: 20151007
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: BAIN CAPITAL CREDIT MEMBER, LLC
CENTRAL INDEX KEY: 0001309111
IRS NUMBER: 510422163
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2000
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER COMPANY:
FORMER CONFORMED NAME: SANKATY CREDIT MEMBER, LLC
DATE OF NAME CHANGE: 20041118
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>Schedule13DA2BDC21517.txt
<DESCRIPTION>BAIN CAPITAL CREDIT 13D/A BAIN CAPITAL SPECIALTY FINANCE, INC. AS OF FEBRUARY 17, 2017
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
BAIN CAPITAL SPECIALTY FINANCE, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
Ranesh Ramanathan
200 Clarendon Street
Boston, Massachusetts 02116
(617) 516-2493
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 15, 2017
(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. ?
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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).
1
NAME OF REPORTING PERSON
Bain Capital Credit Member, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ? (b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO (See Item 3)
5
CHECK BOX 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
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
10,651,924.36
9
SOLE DISPOSITIVE POWER
None
10
SHARED DISPOSITIVE POWER
10,651,924.36
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,651,924.36
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
?
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.51% (1)
14
TYPE OF REPORTING PERSON
IA, PN
(1)
Based on 16,772,111.81 shares of common stock, par value $0.001
("Common Stock"), outstanding as of the date of filing.
1
NAME OF REPORTING PERSON
BCSF Holdings, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ? (b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO (See Item 3)
5
CHECK BOX 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
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
5,656,301.47
9
SOLE DISPOSITIVE POWER
None
10
SHARED DISPOSITIVE POWER
5,656,301.47
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,656,301.47
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
?
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7% (1)
14
TYPE OF REPORTING PERSON
PN
(1)
Based on 16,772,111.81 shares of Common Stock outstanding
as of the date of filing.
1
NAME OF REPORTING PERSON
Bain Capital Distressed and Special Situations 2016 (F), L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ? (b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO (See Item 3)
5
CHECK BOX 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
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
4,189,552.24
9
SOLE DISPOSITIVE POWER
None
10
SHARED DISPOSITIVE POWER
4,189,552.24
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,189,552.24
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
?
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.98% (1)
14
TYPE OF REPORTING PERSON
PN
(1)
Based on 16,772,111.81 shares of Common Stock
outstanding as of the date of filing.
1
NAME OF REPORTING PERSON
Bain Capital Credit Holdings (MRF), L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ? (b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO (See Item 3)
5
CHECK BOX 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
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
806,070.65
9
SOLE DISPOSITIVE POWER
None
10
SHARED DISPOSITIVE POWER
806,070.65
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
806,070.65
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
?
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.81% (1)
14
TYPE OF REPORTING PERSON
PN
(1)
Based on 16,772,111.81 shares of Common Stock outstanding
as of the date of filing.
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D (the "Schedule 13D/A")
amends and supplements the Schedule 13D previously filed by
the undersigned with the United States Securities and Exchange
Commission on October 6, 2016 and Amendment No. 1 filed January
24, 2017 (as amended, the "Statement"). This Schedule 13D/A
is related to the Common Stock, $0.01 par value, of Bain Capital
Specialty Finance, Inc., a Delaware corporation (the "Issuer").
Unless otherwise indicated, all capitalized terms used herein
shall have the meanings ascribed to them in the Statement, and
unless amended or supplemented hereby, all information previously
filed remains in effect.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and restated in its entirety to read as follows:
On October 6, 2016 the Reporting Persons purchased an aggregate of
4,971,069.30 shares of Common Stock (the "October Shares"). The
October Shares were acquired by or on behalf of the Funds using
investment capital. The aggregate consideration paid for the Shares
purchased by the Reporting Persons was approximately $99,421,386.
On January 20, 2017, the Reporting Persons purchased an additional
4,946,337.61 shares of Common Stock (the "January Shares"). The
January Shares were acquired by or on behalf of the Funds using
investment capital. The aggregate consideration paid for the
January Shares purchased by the Reporting Persons was approximately
$99,421,386. On February 15, 2017 the Reporting Persons purchased
an aggregate of 734,517.45 shares of Common Stock (the "February
Shares"). The February Shares were acquired by or on behalf
of the Funds using investment capital. The aggregate consideration
paid for the February Shares purchased by the Reporting Persons
was approximately $14,859,288.00.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Statement is hereby amended and restated in its
entirety to read as follows:
(a) and (b) The information set forth in Rows 7 through 13 of
the cover pages to this Schedule 13D/A is hereby
incorporated herein by reference for each Reporting Person.
(c) Schedule I hereto, which is incorporated by reference into this
Item 5(c) as if restated in full herein, describes all of the
transactions in shares of Common Stock beneficially owned by the
Reporting Persons acquired or sold during the past sixty (60) days.
(d) Several underlying investors have the right to receive dividends
from, or proceeds from the sale of, the shares of Common Stock that are
held of record by the Funds. Specifically, Employees Retirement
System of Texas, Commonfund MSB Master Fund, LLC, and DCM Investments, LP
each have the right to receive dividends from, or proceeds from the sale
of, the shares of Common Stock that are held of record by BCSF Holdings.
The Northern Trust Company, in its capacity as custodian for Future Fund
Board of Guardians acting in connection with the Future Fund, has the
right to receive dividends from, or proceeds from the sale of, the
shares of Common Stock that are held of record by BCSF Holdings. The
Northern Trust Company, in its capacity as custodian for Future Fund
Board of Guardians acting in connection with the Medical Research Future
Fund, has the right to receive dividends from, or proceeds from the sale
of, the shares of Common Stock that are held of record by MRF Holdings.
No other underlying investor of the Funds has a right to receive dividends
from, or the proceeds from the sale of, more than five percent of the
shares of Common Stock.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1:
Joint Filing Agreement, dated February 15, 2017
SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information
set forth in this Schedule 13D/A is true, complete and correct.
Dated: February 17, 2017
BAIN CAPITAL CREDIT MEMBER, LLC
By: /s/ Ranesh Ramanathan
Name: Ranesh Ramanathan
Title: Managing Director and General
Counsel
BCSF HOLDINGS, LP
By: BCSF Holdings Investors, L.P., its General
Partner
By: Bain Capital Credit Member, LLC, its
General Partner
By: /s/ Ranesh Ramanathan
Name: Ranesh Ramanathan
Title: Managing Director and General
Counsel
BAIN CAPITAL DISTRESSED AND
SPECIAL SITUATIONS 2016 (F), L.P.
By: Bain Capital Distressed and Special
Situations 2016 Investors (F), L.P., its General
Partner
By: Bain Capital Credit Member, LLC, its
General Partner
By: /s/ Ranesh Ramanathan
Name: Ranesh Ramanathan
Title: Managing Director and General
Counsel
BAIN CAPITAL CREDIT HOLDINGS (MRF),
L.P.
By: Bain Capital Credit Holdings Investors
(MRF), LP, its General Partner
By: Bain Capital Credit Member, LLC, its
General Partner
By: /s/ Ranesh Ramanathan
Name: Ranesh Ramanathan
Title: Managing Director and General
Counsel
SCHEDULE I
Shares of Common Stock beneficially owned by the Reporting
Persons acquired or sold during the past sixty (60) days.
The transactions described below were effected through
direct subscriptions to the Issuer. As reflected in Item
5, and by virtue of the relationships described therein,
BCCM may be deemed to share beneficial ownership of the
shares reflected in the transactions listed below.
Purchaser
Trade Date
Shares Purchased/(Sold)
Price Per Share (1)
Total Price (1)
BCSF Holdings, LP
1/20/2017
2,454,755.12
$20.10
$49,340,578
Bain Capital Distressed and
Special Situations 2016 (F),
L.P.
1/20/2017
2,089,552.24
$20.10
$42,000,000
Bain Capital Credit Holdings
(MRF), L.P.
1/20/2017
402,030.25
$20.10
$8,080,808
BCSF Holdings, LP
2/13/2017
734,517.45
$20.23
$14,859,288
(1) Not including any brokerage commissions or service charges.
EXHIBIT 99.1
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D is filed on behalf of each of the undersigned
and that all subsequent amendments to such statement on Schedule 13D
shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing statements. The undersigned
acknowledge that each shall be responsible for the timely filing
of such amendments and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not
be responsible for the completeness and accuracy of the information
concerning the other entity or person, except to the extent that he
or it knows or has reason to believe that such
information is inaccurate.
Dated: February 17, 2017
BAIN CAPITAL CREDIT MEMBER, LLC
By: /s/ Ranesh Ramanathan
Name: Ranesh Ramanathan
Title: Managing Director and General Counsel
BCSF HOLDINGS, LP
By: BCSF Holdings Investors, L.P., its General
Partner
By: Bain Capital Credit Member, LLC, its
General Partner
By: /s/ Ranesh Ramanathan
Name: Ranesh Ramanathan
Title: Managing Director and General Counsel
BAIN CAPITAL DISTRESSED AND
SPECIAL SITUATIONS 2016 (F), L.P.
By: Bain Capital Distressed and Special
Situations 2016 Investors (F), L.P., its General
Partner
By: Bain Capital Credit Member, LLC, its
General Partner
By: /s/ Ranesh Ramanathan
Name: Ranesh Ramanathan
Title: Managing Director and General Counsel
BAIN CAPITAL CREDIT HOLDINGS (MRF),
L.P.
By: Bain Capital Credit Holdings Investors
(MRF), LP, its General Partner
By: Bain Capital Credit Member, LLC, its
General Partner
By: /s/ Ranesh Ramanathan
Name: Ranesh Ramanathan
Title: Managing Director and General Counsel
Page 5
Page 2
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>