Filing Details
- Accession Number:
- 0000950170-25-016475
- Form Type:
- 13D Filing
- Publication Date:
- 2025-02-06 19:00:00
- Filed By:
- Bain Capital DCB Investments, LP
- Company:
- Bain Capital Private Credit
- Filing Date:
- 2025-02-07
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Bain Capital DCB Investments, LP | 3,480,000 | 0 | 3,480,000 | 0 | 3,480,000 | 23.9% |
Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Bain Capital Private Credit (Name of Issuer) |
Class I common shares of beneficial interest, $0.01 par value per share (Title of Class of Securities) |
000000000 (CUSIP Number) |
Bain Capital DCB Investments 200 Clarendon Street, Boston, MA, 02116 617-516-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/01/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Bain Capital DCB Investments, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
Unknown
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,480,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class I common shares of beneficial interest, $0.01 par value per share |
| (b) | Name of Issuer:
Bain Capital Private Credit |
| (c) | Address of Issuer's Principal Executive Offices:
200 Clarendon Street, 37th Floor, Boston,
MASSACHUSETTS
, 02116. |
| Item 2. | Identity and Background |
| (a) | Bain Capital DCB Investments, LP |
| (b) | 200 Clarendon Street, Boston MA 02116 |
| (c) | Bain Capital DCB Investments (GP), LLC, a Delaware limited liability ("DCB GP"), and together with the Reporting Person (the "Bain Capital Entitites"), is the general partner of the reproting person. The Bain Capital Entities are principally engaged in the business of investment in securities. |
| (d) | During the last five years, neither the Reporting Person, DCB GP nor any person named in Schedule I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, neither the Reporting Person, DCB GP nor any person named in Schedule I has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. |
| (f) | Delaware |
| Item 3. | Source and Amount of Funds or Other Consideration |
On February 1, 2024, Bain Capital SIP Investments, LP, an affiliate of the Reporting Person transferred 3,480,000 Common Shares of the Issuer to the Reporting Person, at a price of $25.00 per Common Share for an aggreagte of $87,000,000, pursuant to a Purchase, Sale and Transfer Agreement entered into beteen the parties. | |
| Item 4. | Purpose of Transaction |
The information set forth in Items 3 and 6 of this Statement are incorporated by reference in its entirety into this Item 4.
The Reporting Person acquired the securities reported herein for investment purposes. The Reporting Person is an affiliate of BCPC Advisors, LP, the Issuer's investment advisor (the "Advisor"). From time to time, in such capacity and as a significant shareholder of the Issuer, the Reporting Person may engage in discussions with the Advisor and officers and trustees of the Issuer regarding the management of the Issuer. The Reporting Person reviews and intends to continue to review its investment in the Issuer. Depending upon the factors discussed below and subject to applicable law, the Reporting Person may from time to time acquire additional securities of the Issuer or sell or otherwise dispose of some or all of its securities of the Issuer. The Reporting Person may pursue any such transactions at any time and from time to time without prior notice, and such transactions will depend upon a variety of factors, including current and anticipated future trading prices of the securities of the Issuer, the financial condition, results of operations and prospects of the Issuer, general economic, financial market and industry conditions, other investment and business opportunities available to the Reporting Person, tax considerations and other factors. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date herof, the Reporting Person holds 3,480,000 Common Shares, representing approximately 23.9% of the outstanding Common Shares. Based on information receieved by the Reporting Person from the Issuer, there are 14,531,205 Common Shares outstanding as of February 1, 2025. |
| (b) | See Item 5(a) above. |
| (c) | Execept as reported in the Statement, neither the Reporting Person, DCB GP nor any of the indivuduals listed on Schedule I has effected any transactions in the Common Shares during the past sixty (60) days. |
| (d) | Except as otherwise described in this Item 5, no one other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned by the Reporting Person as described in this Item 5. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Items 3 and 4 of this Statement is incorporated by reference in its entirety into this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 Schedule I, Information Relating to Directors and Executive Officers of the Reporting Person |
| SIGNATURE | |
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.
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