BAIN CAPITAL SPECIALTY FINANCE, INC.
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Common Stock, par value $0.001 per share
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05684B107
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Michael Treisman
Bain Capital Specialty Finance, Inc.
200 Clarendon Street, 37th Floor
Boston, Massachusetts 02116
(617) 516-2000
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May 14, 2019
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CUSIP No. 05684B107
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SCHEDULE 13D
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Page 1 of 4 Pages
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1
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NAMES OF REPORTING PERSONS
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Bain Capital Credit Member, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐ | ||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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None
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8
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SHARED VOTING POWER
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10,610,305.90
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9
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SOLE DISPOSITIVE POWER
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None
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10
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SHARED DISPOSITIVE POWER
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10,610,305.90
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,610,305.90
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐ | ||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20.5% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, PN
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(1)
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Based on 51,649,812.27 shares of common stock, par value $0.001 (“Common Stock”), outstanding as of May 8,
2019, as disclosed in the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on May 8, 2019.
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CUSIP No. 05684B107
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SCHEDULE 13D
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Page 2 of 4 Pages
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1
|
NAMES OF REPORTING PERSONS
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BCSF Holdings, LP
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
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☐ | ||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (See Item 3)
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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None
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8
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SHARED VOTING POWER
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1,914,053.23
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9
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SOLE DISPOSITIVE POWER
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None
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||||
10
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SHARED DISPOSITIVE POWER
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1,914,053.23
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,914,053.23
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐ | ||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.7% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1)
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Based on 51,649,812.27 shares of Common Stock outstanding as of May 8, 2019, as disclosed in the Form 10-Q
filed by the Issuer with the SEC on May 8, 2019.
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CUSIP No. 05684B107
|
SCHEDULE 13D
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Page 3 of 4 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
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Bain Capital Distressed and Special Situations 2016 (F), L.P.
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐ | ||||
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|
||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (See Item 3)
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|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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|
||||
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|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
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None
|
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|
|||
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|
||||
8
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SHARED VOTING POWER
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7,293,065.48
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||||
9
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SOLE DISPOSITIVE POWER
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None
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|||
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|
||||
10
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SHARED DISPOSITIVE POWER
|
|
|
||
7,293,065.48
|
|
|
|||
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|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,293,065.48
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐ | ||
|
|
||||
|
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
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14.1% (1)
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|||
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|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Based on 51,649,812.27 shares of Common Stock outstanding as of May 8, 2019, as disclosed in the Form 10-Q filed
by the Issuer with the SEC on May 8, 2019.
|
CUSIP No. 05684B107
|
SCHEDULE 13D
|
Page 4 of 4 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
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Bain Capital Credit Holdings (MRF), L.P.
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|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐ | ||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
1,403,187.19
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,403,187.19
|
|
|
|||
|
|
||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,403,187.19
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐ | ||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
2.7% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Based on 51,649,812.27 shares of Common Stock outstanding as of May 8, 2019, as disclosed in the Form 10-Q
filed by the Issuer with the SEC on May 8, 2019.
|
(a) and (b)
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The information set forth in Rows 7 through 13 of the cover pages to this Amendment No. 6 to the Schedule 13D is hereby incorporated herein
by reference for each Reporting Person.
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(c)
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Except for the May 14–15, 2019 Distributions described in this Amendment No. 6 to the Schedule 13D, there have been no other transactions
in the securities of the Issuer effected by the Reporting Persons during the past 60 days.
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|
BAIN CAPITAL CREDIT MEMBER, LLC
|
|||
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By:
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/s/ Andrew Viens
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||
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Name:
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Andrew Viens
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||
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Title:
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Executive Vice President
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BCSF HOLDINGS, LP
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|||
By: |
BCSF Holdings Investors, L.P., its General Partner
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|||
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By:
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Bain Capital Credit Member, LLC, its General Partner
|
||
|
By:
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/s/ Andrew Viens
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||
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Name:
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Andrew Viens
|
||
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Title:
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Executive Vice President
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BAIN CAPITAL DISTRESSED AND SPECIAL SITUATIONS 2016 (F), L.P.
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|||
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By:
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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/ Andrew Viens
|
||
|
Name:
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Andrew Viens
|
||
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Title:
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Executive Vice President
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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/ Andrew Viens
|
||
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Name:
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Andrew Viens
|
||
|
Title:
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Executive Vice President
|