0000895345-16-000569.txt : 20161018 0000895345-16-000569.hdr.sgml : 20161018 20161017215014 ACCESSION NUMBER: 0000895345-16-000569 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20161018 DATE AS OF CHANGE: 20161017 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-89666 FILM NUMBER: 161939766 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: SANKATY CREDIT MEMBER, LLC CENTRAL INDEX KEY: 0001309111 IRS NUMBER: 510422163 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 SC 13D 1 jf13d-bcsf_bccm.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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

With a copy to:

Richard Ansbacher
Fried, Frank, Harris, Shriver & Jacobson LLP
801 17th Street, NW
Washington, DC 20006
(202) 384-1200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

October 6, 2016
(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) T
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
 
4,971,069.30
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
4,971,069.30
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
 
4,971,069.30
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
 
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
91.0%  (1)
14
TYPE OF REPORTING PERSON
 
OO

(1)
Based on 5,464,197.90 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) T
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
 
2,467,028.90
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
2,467,028.90
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
 
2,467,028.90
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
 
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
45.1%  (1)
14
TYPE OF REPORTING PERSON
 
PN


(1)
Based on 5,464,197.90 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) T
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
 
2,100,000.00
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
2,100,000.00
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
 
2,100,000.00
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
 
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
38.4%  (1)
14
TYPE OF REPORTING PERSON
 
PN

(1)
Based on 5,464,197.90 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) T
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
 
404,040.40
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
404,040.40
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
 
404,040.40
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
 
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.4%  (1)
14
TYPE OF REPORTING PERSON
 
PN

(1)
Based on 5,464,197.90 shares of Common Stock outstanding as of the date of filing.

 
ITEM 1. SECURITY AND ISSUER
 
This Statement on Schedule 13D (this "Statement") relates to the common stock, par value $0.001 (the "Common Stock"), of Bain Capital Specialty Finance, Inc., a Delaware corporation (the "Issuer").  The address of the Issuer's principal executive offices is 200 Clarendon Street, 37th Floor, Boston, Massachusetts 02116.

ITEM 2. IDENTITY AND BACKGROUND

(a)
This Statement is being filed jointly by the following persons (collectively, the "Reporting Persons")*:

(i)
BCSF Holdings, LP ("BCSF Holdings"), a Delaware limited partnership, whose general partner is BCSF Holdings Investors, L.P. ("BCSF Holdings GP").
(ii)
Bain Capital Distressed and Special Situations 2016 (F), L.P. ("F Holdings"), a Delaware limited partnership, whose general partner is Bain Capital Distressed and Special Situations 2016 Investors (F), L.P. ("F Holdings GP").
(iii)
Bain Capital Credit Holdings (MRF), L.P. ("MRF Holdings" and, together with BCSF Holdings and F Holdings, the "Funds"), a Delaware limited partnership, whose general partner is Bain Capital Credit Holdings Investors (MRF), LP ("MRF Holdings GP").
(iv)
Bain Capital Credit Member, LLC ("BCCM"), a Delaware limited liability company, is the general partner of BCSF Holdings GP, F Holdings GP, and MRF Holdings GP.

* The Reporting Persons have entered into a joint filing agreement, dated as of October 17, 2016, a copy of which is attached hereto as Exhibit 99.1.

(b)
The address of the principal business office of each of the Reporting Persons is 200 Clarendon Street, 37th Floor, Boston, Massachusetts 02116.

(c)
The principal business of BCCM is serving as the general partner of various entities, including BCSF Holdings GP, F Holdings GP, and MRF Holdings GP.

The Funds are principally engaged in the business of the investment in securities.

(d)
During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding.

(e)
During the last five years, none of the Reporting Persons has been 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.
 
(f)
See Item 2(c) above.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

As of October 6, 2016, as reflected in this Statement, the Reporting Persons beneficially owned an aggregate of 4,971,069.30 shares of Common Stock (the "Subject Shares").

The Subject Shares were acquired by or on behalf of the Funds using investment capital.  The aggregate consideration paid for the Subject Shares purchased by the Reporting Persons was approximately $99,421,386.

ITEM 4. PURPOSE OF TRANSACTION

The Subject Shares were acquired by the Funds for investment purposes.  Each Fund has committed to purchase additional shares of Common Stock from the Issuer.  See Item 6 below. The Reporting Persons intend to review their respective investment in the Issuer on a continuing basis and may, from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Issuer, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the Funds' investment in the Issuer as they deem appropriate, including: (i) acquiring additional shares of Common Stock and/or other equity, other securities, or derivative or other instruments that are based upon or relate to the value of the shares of Common Stock (collectively, "Securities") in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; or (iii) engaging in any hedging or similar transactions with respect to the Securities.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) and (b) The information set forth in Rows 7 through 13 of the cover pages to this Schedule 13D 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 F 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 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
Each Fund has entered into a subscription agreement with the Issuer substantially in the form of Exhibit 99.2 (each, a "Subscription Agreement"), whereby each such Fund has committed to contribute capital to the Issuer in an amount up to the amount set forth in each such Fund's respective Subscription Agreement to acquire shares of Common Stock.  BCSF Holdings has made a capital commitment of $246,702,890 to the Issuer; F Holdings has made a capital commitment of $210,000,000 to the Issuer; and MRF Holdings has made a capital commitment of $40,404,040 to the Issuer.

Each Fund has entered into a proxy agreement with the Issuer substantially in the form of Exhibit 99.3 (each, a "Proxy Agreement"), whereby each such Fund granted to, and appointed, the Issuer as each such Fund's respective proxy and attorney-in-fact to vote all of the shares of Common Stock that now are held by each such Fund, on an echo-voting basis, in the same proportion for or against the matter that is subject to the vote as the proportion reflected in the vote of the other shareholders of the Issuer; provided that, at any time, each such Fund may notify the Issuer that, beginning from the date that is 61 calendar days from such notice, the proxy shall be revoked with regard to such number of Common Stock as indicated in such notice.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 99.1:
        Joint Filing Agreement, dated October 17, 2016
   
Exhibit 99.2:
        Form of Subscription Agreement filed as Exhibit 10.4 to the Form 10 (filed by the Issuer on October 6, 2016, and incorporated herein by reference)
   
Exhibit 99.3:
        Form of Proxy Agreement


SIGNATURES

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.

Dated:  October 17, 2016
 
 
  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
10/13/2016
2,467,028.90
$20.00
$49,340,578
Bain Capital Distressed and Special Situations 2016 (F), L.P.
10/13/2016
2,100,000.00
$20.00
$42,000,000
Bain Capital Credit Holdings (MRF), L.P.
10/13/2016
404,040.40
$20.00
$8,080,808



(1) Not including any brokerage commissions or service charges.
 
EX-99.1 2 jf13dex99_1.htm

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:  October 17, 2016
 
 
 
  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  
 
 
EX-99.3 3 jf13dex99_3.htm

Exhibit 99.3
 
 
PROXY AGREEMENT
PROXY AGREEMENT, dated as of October 17, 2016 (the "Proxy Agreement") by and between Bain Capital Specialty Finance, Inc., a Delaware corporation (the "Company") and [ ] (the "Stockholder").
RECITALS
WHEREAS, the Stockholder holds shares of common stock, par value $0.001 per share (the "Common Stock") of the Company as of the date of this Proxy Agreement and may hold or otherwise beneficially own additional shares of Common Stock in the future;
WHEREAS, the Stockholder desires, and deems it to be in the best interests of the Stockholder, to grant this proxy to the Company in order that the Stockholder not retain voting control of any shares of Common Stock; and
WHEREAS, the Company has agreed to vote the shares for which a proxy is granted pursuant to this Proxy Agreement in the manner set forth herein.
NOW, THEREFORE in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
ARTICLE I.

PROXY AND VOTING AGREEMENT
Section 1.01.     Proxy.
(a)     The Stockholder hereby (i) grants to, and appoints, the Company, and any person designated in writing by the Company, and each of them individually, Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholder, to vote all of the shares of Common Stock that now are or hereafter may be held or otherwise beneficially owned by the Stockholder, including any and all other shares of Common Stock or securities of the Company issued or issuable in respect thereof on or prior to the date hereof (the "Covered Shares"), or grant a consent or approval in respect of the Covered Shares, in accordance with the terms of this Proxy and (ii) revokes any and all proxies heretofore given in respect of the Covered Shares. If requested, the Stockholder will execute supplementary proxies and consents to give effect to this Proxy Agreement in connection with any vote or consent solicitation.
(b)     This Proxy Agreement is coupled with an interest and is granted in consideration of the Company entering into that certain Subscription Agreement by and between the Company and the Stockholder.
(c)     The attorneys-in-fact and proxies named above are hereby authorized and empowered by the Stockholder at any time after the date hereof to act as the Stockholder's attorney-in-fact and proxy and hereby agrees to vote the Covered Shares in the same proportion as the vote of all other holders of the Common Stock, excluding any shares of Common Stock held by the Stockholder, and to exercise all voting, consent and similar rights of the Stockholder with respect to the Covered Shares (including, without limitation, the power to execute and deliver written consents), at every annual, special, adjourned or postponed meeting of the stockholders of the Company and in every written consent in lieu of such a meeting (such authorization and empowerment, the "Proxy"); provided that, at any time, the Stockholder may notify the Company that, beginning from the date that is 61 calendar days from such notice, the Proxy shall be revoked with regard to such number of Covered Shares as indicated in such notice.  The Stockholder shall not commit or agree to take any action inconsistent with the foregoing.
ARTICLE II.

MISCELLANEOUS
Section 2.01.     Effective Date. This Proxy Agreement shall become effective upon the date first written above.
Section 2.02.     Applicable Law. This Proxy Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflict of laws.
Section 2.03.     Successors and Assigns. This Proxy Agreement may not be assigned, whether outright or by operation of law, by any party hereto without the prior written consent of the non-assigning party.  Subject to the foregoing, this Proxy Agreement shall be binding upon the parties hereto, their heirs, executors, personal representatives, successors, and assigns.
Section 2.04.     Entire Agreement; Termination. This Proxy Agreement contains the entire understanding among the parties hereto and supersedes all prior written or oral agreements among them respecting the within subject matter, unless otherwise provided herein.  There are no representations, agreements, arrangements or understandings, oral or written, among the parties hereto relating to the subject matter of this Proxy Agreement that are not fully expressed herein.
Section 2.05.     Notices. All notices and demands under this Proxy Agreement and other communications required to be delivered pursuant to this Proxy Agreement, shall be in writing or by facsimile, with a copy via email (which shall not constitute notice hereunder), and shall be deemed to have been duly given if delivered personally or by overnight courier or if mailed by certified mail, return receipt requested, postage prepaid, or sent by facsimile, to the following addresses (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):
If to the Company:
Bain Capital Specialty Finance, Inc.
200 Clarendon Street
37th Floor
Boston, Massachusetts 02116

Attn:  Ranesh Ramanathan

If to Stockholder:
[ ]

Attn:  [ ]

All such notices shall be effective: (a) if delivered personally, when received (with written confirmation of receipt), (b) if sent by overnight courier, when receipted for, (c) if mailed, five (5) days after being mailed as described above and (d) upon transmission by facsimile if a customary confirmation of delivery is received during normal business hours and, if not, the next business day after confirmation of delivery is received.

Section 2.06.     Waiver. No consent or waiver, express or implied, by any party to, or of any breach or default by another party in the performance of, this Proxy Agreement shall be construed as a consent to or waiver of any subsequent breach or default in the performance by such other party of the same or any other obligations hereunder.
Section 2.07.     Counterparts. This Proxy Agreement may be executed in several counterparts, which shall be treated as originals for all purposes, and all counterparts so executed shall constitute one agreement, binding on all the parties hereto, notwithstanding that not all the parties are signatory to the original or the same counterpart.  Any such counterpart shall be admissible into evidence as an original hereof against the person who executed it.
Section 2.08.     Headings. The headings in this Proxy Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein.
Section 2.09.     Invalidity of Provision. The invalidity or unenforceability of any provision of this Proxy Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Proxy Agreement in that jurisdiction or the validity or enforceability of this Proxy Agreement, including that provision, in any other jurisdiction.
Section 2.10.     Amendments and Waivers. The provisions of this Proxy Agreement may be modified or amended at any time and from time to time, and particular provisions of this Proxy Agreement may be waived or modified, with and only with an agreement or consent in writing signed by each of the parties hereto.
Section 2.11.     Further Assistance. The parties hereto shall execute and deliver all documents, provide all information and take or refrain from all such action as may be necessary or appropriate to achieve the purposes of this Proxy Agreement.
[Remainder of Page Intentionally Left Blank]


IN WITNESS WHEREOF this Proxy Agreement has been signed by each of the parties hereto, and shall be effective as of the date first above written.
 
  Bain Capital Specialty Finance, Inc.  
       
 
By:
   
    Name  
    Title  
       
 

  [ ]  
       
 
By:
   
    Name  
    Title