0000895345-19-000271.txt : 20190724 0000895345-19-000271.hdr.sgml : 20190724 20190724170436 ACCESSION NUMBER: 0000895345-19-000271 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190724 DATE AS OF CHANGE: 20190724 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: 19971677 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 SC 13D/A 1 ja13da7-specialty_baincredit.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 7 )*


BAIN CAPITAL SPECIALTY FINANCE, INC.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

05684B107
(CUSIP Number)

Michael Treisman
Bain Capital Specialty Finance, Inc.
200 Clarendon Street, 37th Floor
Boston, Massachusetts 02116
(617) 516-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 23, 2019
(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).



CUSIP No. 05684B107
SCHEDULE 13D
Page 1 of 4 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
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 (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
 
 
8,696,252.67
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 None
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
8,696,252.67
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
8,696,252.67
 
 
 
 
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)
 
 
16.8% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA, PN
 
 
 
 
 
(1)
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.



 
CUSIP No. 05684B107
SCHEDULE 13D
Page 2 of 4 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
BCSF Holdings, LP
 
 
 
 
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
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 None
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
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)
 
 
0% (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.


 
CUSIP No. 05684B107
SCHEDULE 13D
Page 3 of 4 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
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 (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
 
 
7,293,065.48
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 None
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
7,293,065.48
 
 
 
 
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
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
14.1% (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.


 
CUSIP No. 05684B107
SCHEDULE 13D
Page 4 of 4 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
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 (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
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.



EXPLANATORY NOTE
 
This Amendment No. 7 to the statement on Schedule 13D (this “Amendment No. 7”) amends the Schedule 13D originally filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on October 18, 2016, as further amended by the Amendment No. 1 to Schedule 13D filed on January 24, 2017, the Amendment No. 2 to Schedule 13D filed on February 17, 2017, the Amendment No. 3 to Schedule 13D filed on June 27, 2017, the Amendment No. 4 to Schedule 13D filed on January 18, 2018, the Amendment No. 5 to Schedule 13D filed on November 19, 2018, and the Amendment No. 6 to Schedule 13D filed on May 15, 2019 (as so amended, the “Schedule 13D”), relating to the Common Stock, $0.001 par value per share (“Common Stock”), of Bain Capital Specialty Finance, Inc., a Delaware corporation (the “Issuer”). Unless otherwise indicated, all capitalized terms used herein in this Amendment No. 7 shall have the meanings ascribed to them in the Schedule 13D, and unless amended or supplemented hereby, all information previously filed remains in effect.

ITEM 4.     PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented with the following:
 
On May 16 and July 23, 2019, BCSF Holdings LP distributed 182,818.40 shares of Common Stock and 1,731,234.83 shares of Common Stock, respectively, in both instances for no consideration, to certain of its limited partners (the “May 16 and July 23, 2019 Distributions”).  The reduction in the Reporting Persons’ beneficial ownership as reported in this Amendment No. 7 to the Schedule 13D resulted solely from the May 16 and July 23, 2019 Distributions.  As a result of the May 16 and July 23, 2019 Distributions, BCSF Holdings LP ceased to beneficially own any shares of the Issuer’s Common Stock. 

ITEM 5.     INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following:
 
(a)
and (b) The information set forth in Rows 7 through 13 of the cover pages to this Amendment No. 7 to the Schedule 13D is hereby incorporated herein by reference for each Reporting Person.

(c)  Except for the May 16 and July 23, 2019 Distributions described in this Amendment No. 7 to the Schedule 13D, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons since the Amendment No. 6 to the Schedule 13D filed on May 15, 2019.


 
 
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: July 24, 2019
 
BAIN CAPITAL CREDIT MEMBER, LLC
 
       
 
By:
/s/ Andrew Viens
 
 
Name:
Andrew Viens
 
 
Title:
Executive Vice President
 
 
 
 
BCSF HOLDINGS, LP
 
     
  By: 
BCSF Holdings Investors, L.P., its General Partner
 
       
 
By:
Bain Capital Credit Member, LLC, its General Partner
 
       
 
By:
/s/ Andrew Viens
 
 
Name:
Andrew Viens
 
 
Title:
Executive Vice President
 
 
 
 
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/ Andrew Viens
 
 
Name:
Andrew Viens
 
 
Title:
Executive Vice President
 
 
 
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
 
 
Name:
Andrew Viens
 
 
Title:
Executive Vice President