UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
16, 2021
|
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pursuant to the Adjournment Proposal, the Annual Meeting may be adjourned in order to permit further solicitation of proxies by the Company.
Secretary |
marked thereon. All properly executed proxies received by the Board that do not specify how shares should be voted will be voted "FOR"“FOR” each of the proposals described in this Proxy Statement, and in the discretion of the persons named as proxies in connection with any other matter which may properly come before the Annual Meeting or at any adjournment or postponement thereof.
$15,000.
If your shares are held in "street name"“street name”, the broker or nominee that holds your shares has the authority to vote them, absent your approval, only as to routine matters, of which there are none at the Annual Meeting. As a result, for all matters to be voted on at the Annual Meeting, the broker or nominee that holds your shares will need to obtain your authorization to vote those shares and has enclosed a voting instruction form with this proxy statement. In either case, they will vote your shares as you direct on their voting instruction form. You can vote by completing the enclosed voting instruction form and returning it in the enclosed U.S. postage-prepaid envelope. If you want to vote your shares electronically via the live webcast at the Annual Meeting, you must obtain a valid proxy from your broker or nominee. You should refer to the instructions provided in the enclosed voting instruction form for further information. Additionally, the availability of telephone or Internet voting depends on the voting process used by the broker or nominee that holds your shares.
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Broker Non-Votes
notices of internet availability of proxy materials, prospectuses or annual reports or you are now receiving multiple copies of these documents and would like to receive a single copy in the future, please contact your Authorized Institution.
Name and Address | Nature of Beneficial Ownership | Shares Beneficially Owned | Percentage | ||||||
---|---|---|---|---|---|---|---|---|---|
Beneficial Owners of More Than 5% | |||||||||
Dimension Capital Management LLC(1) | Beneficial | 3,971,908.00 | 7.69 | % | |||||
Bain Capital Distressed and Special Situations 2016 (F), L.P.(2) | Record | 7,293,065.48 | 14.12 | % | |||||
Bain Capital Credit Member, LLC | Beneficial | 8,696,252.67 | 16.84 | % | |||||
Independent Directors | |||||||||
Amy Butte | Beneficial | 2,800.00 | * | ||||||
David A. Fubini | N/A | — | — | ||||||
Thomas A. Hough | Beneficial | 16,590.19 | * | ||||||
Jay Margolis | Beneficial | 23,085.49 | * | ||||||
Clare S. Richer | Beneficial | 5,417.00 | * | ||||||
Interested Directors | |||||||||
Michael A. Ewald(3) | Beneficial | 91,424.23 | * | ||||||
Jeffrey B. Hawkins | Beneficial | 65,437.57 | * | ||||||
Executive Officers Who Are Not Directors | |||||||||
Sally F. Dornaus | N/A | — | |||||||
James Goldman | N/A | — | |||||||
Michael J. Boyle | Beneficial | 19,201.42 | * | ||||||
Michael Treisman | N/A | — | |||||||
Directors and Executive Officers as a Group (11 persons) | Beneficial | 223,955.92 | * |
Name and Address | | | Nature of Beneficial Ownership | | | Shares Beneficially Owned | | | Percentage | | |||||||||
Beneficial Owners of More Than 5% | | | | | | | | | | | | | | | | | | | |
Dimension Capital Management LLC(1) | | | | | Beneficial | | | | | | 4,575,512 | | | | | | 7.09% | | |
Bain Capital Distressed and Special Situations 2016(F), L.P. (2) | | | | | Record | | | | | | 9,914,820.48 | | | | | | 15.36% | | |
Bain Capital Credit Member, LLC | | | | | Beneficial | | | | | | 11,822,432.67 | | | | | | 18.31% | | |
Independent Directors | | | | | | | | | | | | | | | | | | | |
Amy Butte | | | | | Beneficial | | | | | | 3,593.00 | | | | | | * | | |
David A. Fubini | | | | | N/A | | | | | | — | | | | | | — | | |
Thomas A. Hough | | | | | Beneficial | | | | | | 20,500.02 | | | | | | * | | |
Jay Margolis | | | | | Beneficial | | | | | | 28,856.00 | | | | | | * | | |
Clare S. Richer | | | | | Beneficial | | | | | | 7,367.00 | | | | | | * | | |
Interested Directors | | | | | | | | | | | | | | | | | | | |
Michael A. Ewald(3) | | | | | Beneficial | | | | | | 131,226.95 | | | | | | * | | |
Jeffrey B. Hawkins | | | | | Beneficial | | | | | | 100,000.00 | | | | | | * | | |
Executive Officers Who Are Not Directors | | | | | | | | | | | | | | | | | | | |
Sally F. Dornaus | | | | | Beneficial | | | | | | 2,660.87 | | | | | | * | | |
James Goldman | | | | | N/A | | | | | | — | | | | | | | | |
Michael J. Boyle | | | | | Beneficial | | | | | | 26,563.00 | | | | | | * | | |
Michael Treisman | | | | | N/A | | | | | | — | | | | | | | | |
Directors and Executive Officers as a Group (11 persons) | | | | | Beneficial | | | | | | 320,766.84 | | | | | | * | | |
Name of Director | | | Dollar Range of Equity Securities in the Company(1)(2) | ||
---|---|---|---|---|---|
| | ||||
| | | | ||
Amy Butte | | | $50,001 – $100,000 | | |
David A. Fubini | | | None | | |
Thomas A. Hough | | | Over $100,000 | | |
Jay Margolis | | | Over $100,000 | | |
Clare S. Richer | | ||||
| |||||
| | Over $100,000 | | ||
| | | | | |
Michael A. Ewald | | | Over $100,000 | | |
Jeffrey B. Hawkins | | | Over $100,000 | |
Class III Director Nominees
Name and Age | | | Position(s) held with the Company | | | Term of Office and Length of Time Served | | | Principal Occupation(s) During the Past Five Years | | | Other Directorships Held During the Past Five Years | | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Independent Director | | | |||||||||||||||||||
Jay Margolis (72) | | | Director and Chairman of the Compensation Committee | | | Class II Director since 2016; term expires 2021 | | | None | | | Board Member of Boston Beer Company (NYSE:SAM) (2006 – 2017), NFP Off Broadway Theater Company (2015 – Present) and Lovepop (2019 – Present) | | ||||||||
Interested Director* | | | |||||||||||||||||||
Michael A. Ewald (48) | | | Director, Chief Executive Officer | | | Class II Director since 2016; term expires 2021 | | | Managing Director, the head of the Private Credit Group and Portfolio Manager for the Middle Market Opportunities and Senior Direct Lending fund strategies of Bain Capital Credit (2008 – Present) | | | Board Member and Chair of the Board at Cradles To Crayons (2014 – 2017; 2017 – Present); Board Member of the Dana Farber Leadership Council (2008 – 2020) and a Proprietor of the Boston Athenaeum (2002 – Present); Board Member of Rotorcraft Leasing Company, LLC (2012 – 2018), Frontier Tubular Solutions, LLC (2010 – 2018), Work N’ Gear (2008 – 2017), Hamilton | |
Name and Age | | | Position(s) held with the Company | | | Term of Office and Length of Time Served | | | Principal Occupation(s) During the Past Five Years | | | Other Directorships Held During the Past Five Years | |
| | | | | | | | | | | | Specialty Bar (2008 – 2017) and Tenax Aerospace, LLC (2018 – Present) | |
Name and Age | | | Position(s) held with the Company | | | Term of Office and Length of Time Served | | | Principal Occupation(s) During the Past Five Years | | | Other Directorships Held During the Past Five Years | |
Independent Directors | | | |||||||||||
(53) | | ||||||||||||
| Director | | | Class I Director since July 2019; term expires 2023 | | | None | | | Board Member of Tuscan Holdings Corp. (2019 | |
Name and Age | | | Position(s) held with the Company | | | Term of Office and Length of Time Served | | | Principal Occupation(s) During the Past Five Years | | | Other Directorships Held During the Past Five Years | |
| | | | | | | | | | | | and Independent Trustee and Chair of Audit Committee of Fidelity Investments Strategic Advisers Funds (2011 | |
Thomas A. Hough (68) | | | Director and Chairman of the Audit Committee | | | Class I Director since 2016; term expires 2023 | | None | | | Independent Board Member, Audit Committee Member, Chair of the Finance Committee and Investment Committee of the National Kidney Foundation (2012 | | |
Clare S. Richer (62) | | Director | | | Class I Director since July 2019; term expires 2023 | | | Chief Financial Officer of Putnam Investments (investment management) (2008 | | | Independent Board Member, Audit Committee Member and Head of the Finance Committee of Principal Financial Group (2020 – Present); Board Member of the State Street Global Advisors SPDR ETF Mutual Funds (2018 | |
information technology, legal, and real estate. Prior to that, he worked primarily as a CFO for a number of companies including Vectrix Business Solutions, Inc., Jamba Juice Company, Chief Auto Parts, Inc., Roy Rogers Restaurants, and Peoples Drug Stores, Inc. Mr. Hough previously worked at Deloitte & Touche for thirteen years where he performed primarily audit services. Mr. Hough received a B.A. in administrative studies from Rowan University and subsequently received his certification as a CPA. He is currently onan independent director, audit committee member and chair of the board offinance committee and investment committee for the National Kidney Foundation.
Name and Age | | | Position(s) held with the Company | | | Term of Office and Length of Time Served | | | Principal Occupation(s) During the Past Five Years | | | Other Directorships Held During the Past Five Years | | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Independent Director | | | |||||||||||||||||||
(67) | | ||||||||||||||||||||
| Director and Chairman of the | | | Class | | Senior Lecturer in the Organizational Behavior Unit at Harvard Business School (2015 – Present) | | | Board Member of | | |||||||||||
Interested Director* | | | |||||||||||||||||||
(51) | | Chairman of the Board | | | Class | | | Managing Director | | Chair of the Board | |
Jay Margolis has served as a Director since 2016. Mr. Margolis has significant knowledge and experience in consumer products retailing, merchandising, consumer insights, strategic planning, and corporate governance. He previously served as the Chairman and CEO of Cache, Inc., a publicly-held specialty chain of women's apparel stores headquartered in New York, from 2013 until it filed for bankruptcy in February 2015. Previously, he was the Chairman of Intuit Consulting LLC, a consulting firm specializing in retail, fashion, and consumer products. Prior to his time with Intuit, Mr. Margolis served as the President and CEO of Apparel Group of Limited Brands Corporation where he oversaw operations of Limited Brands' Apparel Division. Before assuming that position, he had been President and Chief Operating Officer of Massachusetts-based Reebok International. Mr. Margolis also has held executive positions at Esprit de Corp USA, Tommy Hilfiger Inc., and Liz Claiborne, Inc. He received a B.A. from Queens College, a part of The City University of New York. Mr. Margolis currently serves as an active board member at Lovepop and NFP Off Broadway Theater Company. He had previously served on the boards of Boston Beer Company, Godiva Chocolatier, Inc. and Burlington Coat Factory.
Michael A. Ewald has served as a Director since 2016. Mr. Ewald is President and Chief Executive Officer of the Company, serves on the Advisor's Credit Committee, and is a member of Bain Capital Credit's Credit Committee. He is a Managing Director, the head of the Private Credit Group and
Portfolio Manager for Bain Capital Credit, LP's ("Bain Capital Credit") Middle Market Opportunities and Senior Direct Lending fund strategies, each of which is an affiliate of the Company. Previously, Mr. Ewald was an Associate Consultant at Bain & Company for three years where he focused on strategy consulting to the Financial Services, Manufacturing and Consumer Products industries. Prior to that, he worked at Credit Suisse First Boston as an analyst in the Regulated Industries group. Mr. Ewald received an M.B.A. from the Amos Tuck School of Business at Dartmouth College and a B.A. magna cum laude from Tufts University.
Class III Directors with Terms Expiring in 2022
| ||||||||
---|---|---|---|---|---|---|---|---|
David G. Fubini | ||||||||
David G. Fubini has served as a Director since 2016. Mr. Fubini has served as a Senior Lecturer in the Organizational Behavior Unit at Harvard Business School since 2015. Previously, he was a Senior Partner of McKinsey & Company where he worked for over 34 years. He was McKinsey'sMcKinsey’s Managing Director of the Boston office, and the past leader of the North American Organization Practice as well as the founder and leader of the firm'sfirm’s Worldwide Merger Integration Practice. During his tenure, Mr. Fubini led, and/or had been a member of, many firm personnel committees, as well as a participant in a wide cross-section of McKinsey'sMcKinsey’s governance forums and committees. Prior to joining McKinsey, he was an initial member of a small group that became the McNeil Consumer Products Company of Johnson & Johnson and helped launch the Tylenol family of products into the over-the-counter consumer marketplace. Mr. Fubini graduated with a B.B.A. from University of Massachusetts, Amherst and an M.B.A. from Harvard Business School, both with distinction. He is currently a member of the board of directors for Leidos and Mitre Corporations and was formerly a Trustee of the University of Massachusetts System and was formerly on the board member of Compuware Corporation.
Jeffrey B. Hawkins has served as a Director since 2016 and is the Chairman of the Board. He is a Managing Director and Deputy Managing Partner, a member of both the Chief Operating Officer and a Risk & Oversight Committee member
Name | | | Age | | | ||
Position | | ||||||
Sally F. Dornaus | | | | | Chief Financial Officer | | |
James Goldman | | | | | Chief Compliance Officer | | |
Michael J. Boyle | | | | President | | ||
Michael Treisman | | | | | Vice President & Secretary | |
Board Meetings and Attendance
| | | ||||||||||
Board Committees | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
| ||||||||||||
Independent Director | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | ||
Amy Butte | | | ☒ | | | ☒ | | | ☒ | | ||
David G. Fubini | | ☒ | | ☒ | | | Chair | | ||||
Thomas A. Hough | | | Chair | | ☒ | | ☒ | | ||||
Jay Margolis | | ☒ | | | Chair | | ☒ | | ||||
Clare S. Richer | | ☒ | | | | ☒ | |
Nominating and Corporate Governance Committee
nominees. In determining whether to recommend a director nominee, the Nominating and Corporate Governance Committee considers and discusses diversity, among other factors, with a view toward the needs of the Board as a whole. The Nominating and Corporate Governance Committee generally conceptualizes diversity expansively to include, without limitation, concepts such as race, gender, ethnic background, national origin, differences of viewpoint, professional experience, education, skill and other qualities that contribute to the Board, when identifying and recommending director nominees. The Nominating and Corporate Governance Committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the goal of creating a board of directors that best serves our needs and the interests of our stockholders.
No compensation is paid to Directors who are "interested“interested persons,"” as such term is defined in Section 2(a)(19) of the 1940 Act, of the Company.
Name of Director | | | Aggregate Compensation From the Company(5) | | |||
Independent Directors | | | | | | | |
Amy Butte | | | | $ | 143,446.23 | | |
David G. Fubini(1) | | | | $ | 142,500.00 | | |
Thomas A. Hough(2) | | | | $ | 153,741.23 | | |
Jay Margolis(3) | | | | $ | 143,568.99 | | |
Clare S. Richer | | | | $ | 142,500.00 | | |
Interested Directors(4) | | | | | | | |
Michael A. Ewald | | | | $ | — | | |
Jeffrey B. Hawkins | | | | $ | — | | |
Name of Director | Aggregate Compensation From the Company(5) | |||
---|---|---|---|---|
Independent Directors | ||||
Amy Butte | $ | 60,982.93 | ||
David G. Fubini(1) | $ | 136,293.13 | ||
Thomas A. Hough(2) | $ | 152,295.57 | ||
Jay Margolis(3) | $ | 135,661.87 | ||
Clare S. Richer | $ | 60,322.04 | ||
Interested Directors(4) | ||||
Michael A. Ewald | $ | — | ||
Jeffrey B. Hawkins | $ | — |
of impropriety, we discourage trades by Covered Personnel that are of a short-term, speculative nature rather than for investment purposes. Under the Insider Trading Policy, short-selling and margining of, or borrowing against, securities of the Company are prohibited.
Investment Advisory Agreement
2020.
Market Conditions Have Created, and May in the Future Create, Attractive Investment and Acquisition Opportunities
Further, if then-current Stockholders of the Company do not purchase any shares to maintain their percentage interest, regardless of whether such offering is above or below the then-current NAV, their voting power will be diluted.
from the most recently determined NAV. It is not possible to predict the level of market price decline that may occur. These examples are provided for illustrative purposes only.
| | Example 1 5% Offering at 5% Discount | Example 2 10% Offering at 10% Discount | Example 3 20% Offering at 20% Discount | Example 4 25% Offering at 25% Discount | Example 5 25% Offering At 100% Discount | ||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Prior to Sale Below NAV | Following Sale | % Change | Following Sale | % Change | Following Sale | % Change | Following Sale | % Change | Following Sale | % Change | |||||||||||||||||||||||
Offering Price | ||||||||||||||||||||||||||||||||||
Price per share to public | — | $ | 10.00 | — | $ | 9.47 | — | $ | 8.42 | — | $ | 7.89 | — | $ | 0.00 | |||||||||||||||||||
Net offering proceeds per share to issuer | — | $ | 9.50 | — | $ | 9.00 | — | $ | 8.00 | — | $ | 7.50 | — | $ | 0.00 | |||||||||||||||||||
Decrease to NAV | ||||||||||||||||||||||||||||||||||
Total shares outstanding | 1,000,000 | 1,050,000 | 5.00 | % | 1,100,000 | 10.00 | % | 1,200,000 | 20.00 | % | 1,250,000 | 25.00 | % | 1,250,000 | 25.00 | % | ||||||||||||||||||
NAV per share | $ | 10.00 | $ | 0.98 | (0.20 | )% | $ | 9.91 | (0.90 | )% | $ | 9.67 | (3.30 | )% | $ | 9.50 | (5.00 | )% | $ | 8.00 | (20.00 | )% | ||||||||||||
Dilution to Stockholder A | ||||||||||||||||||||||||||||||||||
Shares held by Stockholder A | 10,000 | 10,000 | — | 10,000 | — | 10,000 | — | 10,000 | — | 10,000 | ||||||||||||||||||||||||
Percentage held by Stockholder A | 1.0 | % | 0.95 | % | (5.00 | )% | 0.91 | % | (9.00 | )% | 0.83 | % | (16.67 | )% | 0.80 | % | (20.00 | )% | 0.80 | % | (20.00 | )% | ||||||||||||
Total Asset Values | ||||||||||||||||||||||||||||||||||
Total NAV held by Stockholder A | $ | 100,000 | $ | 99,800 | (0.20 | )% | $ | 99,100 | (0.90 | )% | $ | 96,700 | (3.30 | )% | $ | 95,000 | (5.00 | )% | $ | 80,000 | (20.00 | )% | ||||||||||||
Total investment by Stockholder A (Assumed to be $10.00 per Share) | $ | 100,000 | $ | 100,000 | — | $ | 100,000 | — | $ | 100,000 | — | $ | 100,000 | — | $ | 100,000 | ||||||||||||||||||
Total (dilution)/accretion to Stockholder A (total NAV less total investment) | — | $ | (200 | ) | — | $ | (900 | ) | — | $ | (3,300 | ) | — | $ | (5,000 | ) | — | $ | (20,000 | ) | ||||||||||||||
Per Share Amounts | �� | |||||||||||||||||||||||||||||||||
NAV held by Stockholder A | — | $ | 9.98 | — | $ | 9.91 | — | $ | 9.67 | — | $ | 9.50 | — | $ | 8.00 | |||||||||||||||||||
Investment per share held by Stockholder A (Assumed to be $10.00 per Share) | $ | 10.00 | $ | 10.00 | — | $ | 10.00 | — | $ | 10.00 | — | $ | 10.00 | — | $ | 10.00 | ||||||||||||||||||
(Dilution)/accretion per share held by Stockholder A (NAV less investment per share) | — | $ | (0.02 | ) | — | $ | (0.09 | ) | — | $ | (0.33 | ) | — | $ | (0.50 | ) | — | $ | (2.00 | ) | ||||||||||||||
Percentage (dilution)/accretion to Stockholder A ((dilution)/accretion per share divided by investment per share) | — | — | (0.20 | )% | — | (0.90 | )% | — | (3.30 | )% | — | (5.00 | )% | $ | 0.00 | (20.00 | )% |
| | | | | | | | | Example 1 5% Offering at 5% Discount | | | Example 2 10% Offering at 10% Discount | | | Example 3 20% Offering at 20% Discount | | | Example 4 25% Offering at 25% Discount | | | Example 5 25% Offering At 100% Discount | | |||||||||||||||||||||||||||||||||||||||||||||
| | | Prior to Sale Below NAV | | | Following Sale | | | % Change | | | Following Sale | | | % Change | | | Following Sale | | | % Change | | | Following Sale | | | % Change | | | Following Sale | | | % Change | | |||||||||||||||||||||||||||||||||
Offering Price | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Price per share to public | | | | | — | | | | | $ | 10.00 | | | | | | — | | | | | $ | 9.47 | | �� | | | | — | | | | | $ | 8.42 | | | | | | — | | | | | $ | 7.89 | | | | | | — | | | | | $ | 0.00 | | | | | | | | |
Net offering proceeds per share to issuer | | | | | — | | | | | $ | 9.50 | | | | | | — | | | | | $ | 9.00 | | | | | | — | | | | | $ | 8.00 | | | | | | — | | | | | $ | 7.50 | | | | | | — | | | | | $ | 0.00 | | | | | | | | |
Decrease to NAV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total shares outstanding | | | | | 1,000,000 | | | | | | 1,050,000 | | | | | | 5.00% | | | | | | 1,100,000 | | | | | | 10.00% | | | | | | 1,200,000 | | | | | | 20.00% | | | | | | 1,250,000 | | | | | | 25.00% | | | | | | 1,250,000 | | | | | | 25.00% | | |
NAV per share | | | | $ | 10.00 | | | | | $ | 9.98 | | | | | | (0.20)% | | | | | $ | 9.91 | | | | | | (0.90)% | | | | | $ | 9.67 | | | | | | (3.30)% | | | | | $ | 9.50 | | | | | | (5.00)% | | | | | $ | 8.00 | | | | | | (20.00)% | | |
Dilution to Stockholder A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares held by Stockholder A | | | | | 10,000 | | | | | | 10,000 | | | | | | — | | | | | | 10,000 | | | | | | — | | | | | | 10,000 | | | | | | — | | | | | | 10,000 | | | | | | — | | | | | | 10,000 | | | | | | | | |
Percentage held by Stockholder A | | | | | 1.0% | | | | | | 0.95% | | | | | | (5.00)% | | | | | | 0.91% | | | | | | (9.00)% | | | | | | 0.83% | | | | | | (16.67)% | | | | | | 0.80% | | | | | | (20.00)% | | | | | | 0.80% | | | | | | (20.00)% | | |
Total Asset Values | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total NAV held by Stockholder A | | | | $ | 100,000 | | | | | $ | 99,800 | | | | | | (0.20)% | | | | | $ | 99,100 | | | | | | (0.90)% | | | | | $ | 96,700 | | | | | | (3.30)% | | | | | $ | 95,000 | | | | | | (5.00)% | | | | | $ | 80,000 | | | | | | (20.00)% | | |
Total investment by Stockholder A (Assumed to be $10.00 per Share) | | | | $ | 100,000 | | | | | $ | 100,000 | | | | | | — | | | | | $ | 100,000 | | | | | | — | | | | | $ | 100,000 | | | | | | — | | | | | $ | 100,000 | | | | | | — | | | | | $ | 100,000 | | | | | | | | |
Total (dilution)/accretion to Stockholder A (total NAV less total investment) | | | | | — | | | | | $ | (200) | | | | | | — | | | | | $ | (900) | | | | | | — | | | | | $ | (3,300) | | | | | | — | | | | | $ | (5,000) | | | | | | — | | | | | $ | (20,000) | | | | | | | | |
Per Share Amounts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NAV held by Stockholder A | | | | | — | | | | | $ | 9.98 | | | | | | — | | | | | $ | 9.91 | | | | | | — | | | | | $ | 9.67 | | | | | | — | | | | | $ | 9.50 | | | | | | — | | | | | $ | 8.00 | | | | | | | | |
Investment per share held by Stockholder A (Assumed to be $10.00 per Share) | | | | $ | 10.00 | | | | | $ | 10.00 | | | | | | — | | | | | $ | 10.00 | | | | | | — | | | | | $ | 10.00 | | | | | | — | | | | | $ | 10.00 | | | | | | — | | | | | $ | 10.00 | | | | | | | | |
(Dilution)/accretion per share held by Stockholder A (NAV less investment per share) | | | | | — | | | | | $ | (0.02) | | | | | | — | | | | | $ | (0.09) | | | | | | — | | | | | $ | (0.33) | | | | | | — | | | | | $ | (0.50) | | | | | | — | | | | | $ | (2.00) | | | | | | | | |
Percentage (dilution)/accretion to Stockholder A ((dilution)/ accretion per share divided by investment per share) | | | | | — | | | | | | — | | | | | | (0.20)% | | | | | | — | | | | | | (0.90)% | | | | | | — | | | | | | (3.30)% | | | | | | — | | | | | | (5.00)% | | | | | $ | 0.00 | | | | | | (20.00)% | | |
offering is made will include a chart for these examples based on the actual number of shares in such offering and the actual discount from the most recently determined NAV. It is not possible to predict the level of market price decline that may occur. These examples are provided for illustrative purposes only.
| | | Prior to Sale Below NAV | | | 50% Participation | | | 150% Participation | | |||||||||||||||||||||
| | | Following Sale | | | % Change | | | Following Sale | | | % Change | | ||||||||||||||||||
Offering Price | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Price per share to public | | | | | — | | | | | $ | 7.89 | | | | | | — | | | | | $ | 7.89 | | | | | | — | | |
Net proceeds per share to issuer | | | | | — | | | | | $ | 7.50 | | | | | | — | | | | | $ | 7.50 | | | | | | — | | |
Increases in Shares and Decrease to NAV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total shares outstanding | | | | | 1,000,000 | | | | | | 1,250,000 | | | | | | 25.00% | | | | | | 1,250,000 | | | | | | 25.00% | | |
NAV per share | | | | $ | 10.00 | | | | | $ | 9.50 | | | | | | (5.00)% | | | | | $ | 9.50 | | | | | | (5.00)% | | |
(Dilution)/Accretion to Participating Stockholder A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares held by Stockholder A | | | | | 10,000 | | | | | | 11,250 | | | | | | 12.50% | | | | | | 13,750 | | | | | | 37.50% | | |
Percentage held by Stockholder A | | | | | 1.00% | | | | | | 0.90% | | | | | | (10.00)% | | | | | | 1.10% | | | | | | 10.00% | | |
Total Asset Values | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total NAV held by Stockholder A | | | | $ | 100,000 | | | | | $ | 106,875 | | | | | | 6.88% | | | | | $ | 130,625 | | | | | | 30.63% | | |
Total investment by Stockholder A (assumed to be $10.00 per share on shares held prior to sale) | | | | $ | 100,000 | | | | | $ | 109,863 | | | | | | 9.86% | | | | | $ | 129,588 | | | | | | 29.59% | | |
Total (dilution)/accretion to Stockholder A (total NAV less total investment) | | | | | — | | | | | $ | (2,988) | | | | | | — | | | | | $ | 1,037 | | | | | | — | | |
Per Share Amounts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NAV held by Stockholder A | | | | | — | | | | | $ | 9.50 | | | | | | — | | | | | $ | 9.50 | | | | | | — | | |
Investment per share held by Stockholder A (assumed to be $10.00 per share on shares held prior to sale) | | | | $ | 10.00 | | | | | $ | 9.77 | | | | | | (2.30)% | | | | | $ | 9.42 | | | | | | (5.80)% | | |
(Dilution)/accretion per share held by Stockholder A (NAV less investment per share) | | | | | — | | | | | $ | (0.27) | | | | | | — | | | | | $ | 0.08 | | | | | | — | | |
Percentage (dilution)/accretion to Stockholder A (dilution/accretion per share divided by investment per share) | | | | | — | | | | | | — | | | | | | (2.76)% | | | | | | — | | | | | | 0.85% | | |
| | 50% Participation | 150% Participation | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Prior to Sale Below NAV | Following Sale | % Change | Following Sale | % Change | |||||||||||
Offering Price | ||||||||||||||||
Price per share to public | — | $ | 7.89 | — | $ | 7.89 | — | |||||||||
Net proceeds per share to issuer | — | $ | 7.50 | — | $ | 7.50 | — | |||||||||
Increases in Shares and Decrease to NAV | ||||||||||||||||
Total shares outstanding | 1,000,000 | 1,250,000 | 25.00 | % | 1,250,000 | 25.00 | % | |||||||||
NAV per share | $ | 10.00 | $ | 9.50 | (5.00 | )% | $ | 9.50 | (5.00 | )% | ||||||
(Dilution)/Accretion to Participating Stockholder A | ||||||||||||||||
Shares held by Stockholder A | 10,000 | 11,250 | 12.50 | % | 13,750 | 37.50 | % | |||||||||
Percentage held by Stockholder A | 1.00 | % | 0.90 | % | (10.00 | )% | 1.10 | % | 10.00 | % | ||||||
Total Asset Values | ||||||||||||||||
Total NAV held by Stockholder A | $ | 100,000 | $ | 106,875 | 6.88 | % | $ | 130,625 | 30.63 | % | ||||||
Total investment by Stockholder A (assumed to be $10.00 per share on shares held prior to sale) | $ | 100,000 | $ | 109,863 | 9.86 | % | $ | 129,588 | 29.59 | % | ||||||
Total (dilution)/accretion to Stockholder A (total NAV less total investment) | — | $ | (2,988 | ) | — | $ | 1,037 | — | ||||||||
Per Share Amounts | ||||||||||||||||
NAV held by Stockholder A | — | $ | 9.50 | — | $ | 9.50 | — | |||||||||
Investment per share held by Stockholder A (assumed to be $10.00 per share on shares held prior to sale) | $ | 10.00 | $ | 9.77 | (2.30 | )% | $ | 9.42 | (5.80 | )% | ||||||
(Dilution)/accretion per share held by Stockholder A (NAV less investment per share) | — | $ | (0.27 | ) | — | $ | 0.08 | — | ||||||||
Percentage (dilution)/accretion to Stockholder A (dilution/accretion per share divided by investment per share) | — | — | (2.76 | )% | — | 0.85 | % |
Required Vote
Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval, and cannot commence until such approval has been granted. The Audit Committee has delegated pre-approval authority to its chairperson (the "Chairperson"“Chairperson”) and may delegate pre-approval authority to one or more of its other members. The Chairperson and any other member or members to whom such authority is delegated will report any pre-approval decisions to the Audit Committee at its next scheduled meeting.
18, 2021
procedures and requirements are only a summary of the provisions in our bylaws regarding stockholder nominations of directors and proposals of business to be considered by the stockholders. Please refer to our bylaws for more information on stockholder proposal requirements.
PROXY CARD PROXY VOTING OPTIONS 1. MAIL your signed and voted proxy back in the postage paid envelope provided YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY! 2. ONLINE at proxyonline.com using your proxy control number found below STOCKHOLDER REGISTRATION 3. By PHONE when you dial 1-888-227-9349 toll-free to reach an automated touchtone voting line 4. By PHONE with a live operator when you call toll-free (866) 342-4881 Monday through Friday 9 a.m. to 10 p.m. Eastern time 12345678910 CONTROL NUMBER BAIN CAPITAL SPECIALTY FINANCE, INC. PROXY FOR AN ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2020 The undersigned, revoking prior proxies, hereby appoints James Goldman and Adriana Rojas Garzón, or any of them, as attorneys-in-fact and proxies of the undersigned, granted in connection with the voting of the shares subject hereto. Each of them, with full power of substitution, are entitled to vote shares held in the name of the undersigned as of the record date at the Annual Meeting of Stockholders of Bain Capital Specialty Finance, Inc. (the “Company”), to be held on May 28, 2020, at 2:30 p.m., Eastern Time, or at any adjournment thereof, with respect to the Proposals described in the Notice of Meeting and accompanying Proxy Statement. The Annual Meeting will be held virtually at: [•]. The undersigned acknowledges receiving the Notice of Meeting and accompanying Proxy Statement. Do you have questions? If you have any questions about how to vote your proxy or about the Annual Meeting in general, please call toll-free 866-342-4881. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 28, 2020. The Notice and Proxy Statement for the Annual Meeting, and the 2019 Annual Report, are available at: www.proxyonline.com/docs/baincapitalsf2020.pdf [PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE] SIGN, DATE AND VOTE ON THE REVERSE SIDE
PROXY CARD BAIN CAPITAL SPECIALTY FINANCE, INC. YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. The signer(s) acknowledges receipt with this Proxy Statement of the Board of Directors. Your signature(s) on this should be exactly as your name(s) appear on this Proxy (reverse side). If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing. SIGNATURE (AND TITLE IF APPLICABLE) DATE SIGNATURE (IF HELD JOINTLY) DATE This proxy is solicited on behalf of the Company’s Board of Directors, and the Proposals have been unanimously approved by the Board of Directors and recommended for approval by stockholders. When properly executed, this proxy will be voted as indicated, or if no choice is indicated, “FOR”, the Proposals. The proxy will be voted in accordance with the proxyholders’ discretion as to any other matters that may arise at the Annual Meeting, in accordance with SEC rules. THE BOARD OF DIRECTORS, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL PROPOSALS. TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: • PROPOSALS 1. To elect three Class I Directors of the Company who will serve for a three-year term expiring at the 2023 annual meeting of stockholders or until their respective successor is duly elected and qualified; Nominees: 1a. Amy Butte 1b. Thomas A. Hough 1c. Clare S. Richer FOR FOR AGAINST AGAINST ABSTAIN ABSTAIN 2. To authorize flexibility for the Company, with the approval of the Company’s Board of Directors, to sell shares of the Company’s common stock (during the next 12 months following such stockholder authorization), at a price below the then-current net asset value per share, subject to certain limitations described in the accompanying Proxy Statement; FOR AGAINST ABSTAIN 3. To approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies; and NOTE: Such other business as may properly come before the meeting or any adjournment thereof. [PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
THANK YOU FOR VOTING [PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]