Bain Capital Credit, LP, a Delaware limited partnership wholly owned by Bain Capital, LP (“Bain
Capital”), and its subsidiaries provide investment advisory services across a diverse range of credit
strategies. Collectively, Bain Capital Credit, LP and its subsidiaries are referred to as “Bain Capital
Credit.”
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Bain Capital Credit provides investment advisory services to pooled investment vehicles and single
limited partner partnerships that are exempt from registration under the Investment Company Act
of 1940 (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933
(the “Securities Act” and such investment vehicles and partnerships are referred to as “Bain Capital
Credit Partnerships”). Bain Capital Credit also provides collateral management services to entities
structured as collateralized loan obligations (“CLOs”) and investment management services to
clients in separately managed accounts (“Separate Account Clients”), which may be structured in
various forms. Additionally, Bain Capital Credit provides advisory or sub-advisory services to a
registered investment company and business development companies (“1940 Act Funds”).
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Bain Capital Credit Partnerships, the CLOs and the 1940 Act Funds are collectively referred to as
“Bain Capital Credit Funds.” The Bain Capital Credit Funds and Separate Account Clients are
referred to collectively as “Bain Capital Credit Clients.”
Bain Capital Credit’s investment advisory activities include providing investment advice to Bain
Capital Credit Clients that have four main strategies: bank loan and multi-sector credit, structured
credit, mezzanine & junior capital and global direct lending, and special situations investing. As the
investment manager, investment adviser or sub-adviser to each Bain Capital Credit Client, Bain
Capital Credit (along with, in the case of each Bain Capital Credit Partnership, the general partner
(“General Partner”)
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3 of such Bain Capital Credit Partnership), identifies investment opportunities
for, and participates in the acquisition, management, monitoring and disposition of investments of,
each Bain Capital Credit Client.
Bain Capital Credit generally uses fundamental credit analysis to identify attractive investment
opportunities and seeks strong risk adjusted returns, primarily in credit products and fixed-income
investments. Bain Capital Credit provides investment advice regarding investments in performing
and distressed bank loans, high yield bonds, investment grade bonds, mortgages, non-performing
loans, mezzanine & junior capital, structured products, credit based securities, swap transactions
(including total rate of return swaps and credit default swaps), derivative instruments, equities, short
sales, currency hedging transactions, securities lending arrangements, repurchase agreements,
investments as a limited partner in partnerships, and other assets. Bain Capital Credit Clients can
use leverage directly and/or indirectly. Use of leverage will increase the volatility of levered
investments.
1 References to Bain Capital Credit include the Special Situations business unit.
2 The 1940 Act Funds carry additional regulatory obligations and restrictions. These restrictions may not apply to other Bain Capital
Credit Clients.
3 References to General Partner in relation to carried interest for purposes of this document include any Special Limited Partner for
applicable Bain Capital Credit Funds.
Bain Capital Credit provides investment advisory services to each Bain Capital Credit Client
pursuant to separate advisory, investment management, or collateral management agreements (each,
an “Advisory Agreement”) or separate sub-advisory agreements (each, a “Sub-Advisory
Agreement”).
Bain Capital Credit provides investment advisory services to each of the Bain Capital Credit
Partnerships pursuant to the Advisory Agreements. Investment advice is provided by Bain Capital
Credit directly to Bain Capital Credit Partnerships, subject to the direction and control of the
affiliated General Partner of such Bain Capital Credit Partnership and not individually to investors
in the Bain Capital Credit Partnerships. Any restrictions on investments in certain types of securities
are established by the General Partner of the applicable Bain Capital Credit Partnership, and set
forth in the documentation received by each limited partner prior to investment in such Bain Capital
Credit Partnership. Once invested in a Bain Capital Credit Partnership, investors generally cannot
impose restrictions on the types of securities in which such Bain Capital Credit Partnership may
invest.
Bain Capital Credit provides investment management services to each Separate Account Client in
accordance with the terms and conditions of the Advisory Agreement. The terms of these
documents, including any restrictions on investments in certain types of securities, are generally
established
at the time of the formation of the applicable separate account and are the result of
negotiations with the applicable Separate Account Client. The Advisory Agreement of a Separate
Account Client may be changed by such Separate Account Client only to the extent permitted by
the applicable Advisory Agreement.
Bain Capital Credit provides collateral management services to each CLO in accordance with the
terms and conditions of the applicable collateral management agreement, indenture, and other
related documents of each such CLO. The terms of the Advisory Agreements and other related
documents of each CLO were generally established at the time of the formation of the applicable
CLO and are the result of negotiations with certain potential investors in the applicable CLO.
With respect to the 1940 Act Funds, Bain Capital Credit provides investment advisory services in
accordance with the relevant 1940 Act Fund’s investment policies and restrictions, as stated in such
1940 Act Fund’s then-current prospectus, statement of additional information, and/or other public
filings.
Bain Capital Credit has advisory subsidiaries based in the United States and other countries,
including:
o BCSF Advisors, LP, a Delaware limited partnership and SEC registered investment
adviser, which provides advisory and sub-advisory services to registered investment
companies, including business development companies;
o Bain Capital Credit U.S. CLO Manager, LLC, a Delaware limited liability company and
relying advisor to Bain Capital Credit, LP, which provides investment advisory services to
investment vehicles, primarily CLOs;
o Bain Capital Credit CLO Advisors, LP, a Delaware limited partnership and relying advisor
to Bain Capital Credit, LP, which provides investment advisory services to CLOs;
o Bain Capital Credit U.S. CLO Manager II, LP, a Delaware limited partnership and
relying advisor to Bain Capital Credit, LP, which provides investment advisory services to
CLOs;
o Bain Capital Credit, Ltd., a UK-based and FCA registered firm, which provides collateral
management services to CLOs;
o Bain Capital Investments (Ireland) Limited, based in Dublin, a Central Bank of Ireland
authorized firm and an Alternative Investment Fund Manager (“AIFM”);
o Bain Capital Credit (Australia), Pty. Ltd., an Australian Securities and Investments
Commission licensed firm, which provides consulting advice to Bain Capital Credit;
o Bain Capital Credit (Asia), Limited, a Hong Kong-based and Securities & Futures
Commission licensed firm, which provides consulting advice to Bain Capital Credit; and
o Bain Capital (Singapore) PTE Ltd, a Monetary Authority of Singapore licensed firm,
which provides consulting advice to Bain Capital Credit.
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In addition, Bain Capital Credit is affiliated with Bain Capital Investments (Europe), Ltd., a FCA
registered firm and an AIFM.
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Bain Capital Credit also has other affiliated entities, including asset servicers based in Europe and
Asia, joint ventures based in Asia, and certain vehicles that – from time to time – will engage in
proprietary trades and/or other activities for its benefit.
Bain Capital Credit, LP provides consulting services to Bain Capital Credit, Ltd., in connection with
the latter’s role as collateral manager to certain CLOs. In certain limited circumstances, Bain
Capital Credit acts as agent for such facilities. Bain Capital Credit, LP also provides portfolio
management services to Bain Capital Investments (Europe), Ltd., and Bain Capital Investments
(Ireland), Ltd. in connection with their roles as an AIFM. In addition, Bain Capital Credit, LP
provides certain resources and services to other subsidiaries, including BCSF Advisors, LP and
Bain Capital Credit CLO Advisors, LP. Lastly, Bain Capital Credit U.S. CLO Manager, LLC, and
Bain Capital Credit U.S. CLO Manager II, LP delegate directly or indirectly activities related to the
business of acting as a collateral manager or sponsor of CLOs to Bain Capital Credit, LP and/or
Bain Capital Credit, Ltd.
Bain Capital Credit has been in business since 1997. Bain Capital Credit has advisory offices located
in Boston, New York, Chicago, London, Melbourne, Sydney, Dublin, Madrid, Hong Kong,
Guangzhou, Seoul, Singapore, Mumbai, and Lisbon. As of January 1, 2023, Bain Capital Credit
and its subsidiaries manage approximately $59,743,569,048 client assets, which are predominantly
managed on a discretionary basis.
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4 This list does not represent all of Bain Capital Credit’s subsidiaries or affiliates.
5 For purposes of this Form ADV, references to Bain Capital Credit subsidiaries should be read to include Bain Capital Investments
(Europe), Ltd.
6 This AUM figure includes all vehicles managed by Bain Capital Credit, LP and its subsidiaries (including those that file separate
Form ADVs), and includes credit vehicles managed by Bain Capital Investments (Europe), Ltd.