In re Bain Capital Credit

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101173 / September 25, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22189 
 
 
In the Matter of 
 
Bain Capital Credit 
Member, LLC 
 
Respondent. 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that 
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
Securities Exchange Act of 1934 (“Exchange Act”), against Bain Capital Credit Member, LLC 
(“Bain Capital Credit Member” or “Respondent”).   
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 
Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, 
Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.   
 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
                                                 
1
 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person 
or entity in this or any other proceeding. 
 

Summary 
 
1. These proceedings arise out of violations of the beneficial ownership reporting 
requirements of the federal securities laws.  Section 13(d) of the Exchange Act and Rule 13d-1 
thereunder together require that any person who directly or indirectly acquires beneficial 
ownership of more than five percent of a voting class of any equity security registered under 
Section 12 of the Exchange Act file a statement with the Commission.  During the relevant time, 
beneficial owners could comply with this requirement by filing a Schedule 13D with the 
Commission within 10 days after they acquired the requisite amount of beneficial ownership. 
 
2. While subject to this reporting requirement, Bain Capital Credit Member and two 
of its affiliates did not timely file two reports of their beneficial ownership of certain securities.  
Bain Capital Credit Member took responsibility for making beneficial ownership filings on behalf 
of itself and the two affiliates.  As a result, Bain Capital Credit Member violated and caused its 
affiliates to violate Section 13(d) and Rule 13d-1 thereunder. 
 
Respondent 
 
3. Bain Capital Credit Member is a Delaware limited liability company based in 
Boston, Massachusetts.  Bain Capital Credit Member serves as the general partner to certain of its 
affiliates, some of which are affiliated investment funds and some of which are entities that serve 
as the general partner to affiliated investment funds.  In the Relevant Period, Bain Capital Credit 
Member took responsibility for making beneficial ownership filings on behalf of itself and certain 
of its affiliates. 
 
Legal Framework 
 
4. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) thereunder together require 
any person who has directly or indirectly acquired beneficial ownership of more than five percent of 
any voting class of equity security registered under Section 12 of the Exchange Act to file a 
statement with the Commission disclosing certain information specified in a Schedule 13D.  During 
the relevant time, individuals or entities could comply with this requirement by filing a Schedule 
13D with the Commission within 10 days after they acquired the requisite amount of beneficial 
ownership.
2
  Section 13(d) allows shareholders and potential investors to evaluate changes in 
substantial shareholdings.
3
 
                                                 
2
 On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership reporting 
under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 
Amendments”).  Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 
Fed. Reg. 76896 (Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing 
the initial statement on Schedule 13D from 10 days to five business days, which became effective on February 5, 
2024.  Id. at 76897, 76906. 
 
3
 See generally GAF Corp. v. Milstein, 453 F.2d 709, 717 (2d Cir. 1971) cert. denied, 406 U.S. 910 (1972); see also 
SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) cert. denied, 440 U.S. 913 (1979), citing, S. Rep. 
No. 550, 90th Cong., 1st Sess. 1 (1967) and H.R. Rep. No. 1711, 90th Cong., 2d Sess. 2 (1968) (“The purpose of 
section 13(d) is to require disclosure of information by persons who have acquired a substantial interest, or increased 
 

 
5. There is no state of mind requirement for violations of Section 13(d) and the rules 
thereunder.
4
  The failure to timely file a required report, even if inadvertent, constitutes a 
violation.
5
  
 
Facts 
 
6. On June 11, 2020, an affiliate of Bain Capital Credit Member (“Affiliate 1”) 
received 2,883,356 shares of Bristow Group Inc. (“Bristow”) stock, representing beneficial 
ownership of 9.3 percent of the outstanding class.  Bain Capital Credit Member indirectly serves as 
the general partner to investment funds that hold economic interests in Affiliate 1.  Affiliate 1 
reportedly received these shares through an extended bankruptcy and a subsequent merger of 
Bristow with a publicly-traded competitor.  Bain Capital Credit Member took responsibility for 
making beneficial ownership filings for itself and Affiliate 1.  Within a few days of the transaction, 
Bain Capital Credit Member identified the obligation to make a Section 13 filing and spoke with 
outside counsel about making a filing.  The Schedule 13D was required to be filed within 10 days 
of Bain Capital Credit Member’s and Affiliate 1’s beneficial ownership crossing the five percent 
threshold.  The filing was untimely, however, as Bain Capital Credit Member did not file the 
required Schedule 13D until July 1, 2020, which was more than 10 days of the acquisition. 
 
7. During the investigation of the Bristow filing, Bain Capital Credit Member 
undertook a review of its other Schedule 13D filings at the Commission staff’s request and 
voluntarily reported that it had made an untimely Schedule 13D filing regarding a different 
affiliate’s (“Affiliate 2”) position in Algoma Steel Group Inc. (“Algoma”), a foreign private issuer 
with securities listed on NASDAQ.  Affiliate 2 reportedly received these shares after an extended 
Canadian bankruptcy of Algoma and subsequent merger with a publicly-listed special purpose 
acquisition company.  Bain Capital Credit Member reported that on February 17, 2022, this 
affiliate received 6,997,852 shares of Algoma stock, which were purchased for the accounts of 
Affiliate 2’s clients.  These shares, together with the Algoma stock that the affiliate already owned 
at the time, represented a beneficial ownership of 13.6 percent of the outstanding class of Algoma 
stock.  Bain Capital Credit Member took general responsibility for making beneficial ownership 
filings for this affiliate.  By early April 2022, Bain Capital Credit Member identified the need to 
make a Section 13 filing and evaluated with outside counsel the need to make a filing.  The 
Schedule 13D was required to be filed within 10 days of the affiliate’s beneficial ownership 
crossing the five percent threshold.  The filing was untimely, however, as Bain Capital Credit 
                                                 
their interest in the equity securities of a company by a substantial amount, within a relatively short period of 
time.”). 
 
4
 See, e.g., Savoy Indus., 587 F.2d at 1167 (“Indeed, the plain language of section 13(d)(1) gives no hint that 
intentional conduct need be found, but rather, appears to place a simple and affirmative duty of reporting on certain 
persons.”). 
 
5
 Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *1–2 (May 19, 1980) (Commission opinion) (“We 
have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 
violation.”); Herbert Moskowitz, 77 SEC 446, 2002 WL 434524, at *7 (Mar. 21, 2002) (Commission opinion) 
(“evidence of both motive for non-disclosure and actual market impact ... is irrelevant” to whether violations of 
Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred). 

Member did not file the required Schedule 13D until April 13, 2022, which was more than 10 days 
of the acquisition.  
 
8. Both investments were managed by a business unit associated with Bain Capital 
Credit Member that specializes in credit transactions, does not typically invest in public equities, 
and therefore does not typically file Schedule 13D reports.  In some private credit transactions, 
entities may not have knowledge of their precise holdings in an issuer until after a transaction 
closes, which in these instances affected the timely monitoring of changes to holdings of public 
securities.  During the global COVID-19 pandemic, the unit’s internal processes did not timely 
identify the need to make the Bristow and Algoma filings, and as a result, Bain Capital Credit 
Member did not file the Schedule 13D reports for these transactions timely.   
 
9. Since staff contacted Bain Capital Credit Member regarding the untimely Schedule 
13Ds, Bain Capital Credit Member has taken steps to help ensure Schedule 13D filings involving 
credit restructuring investments are timely filed, including by enhancing its monitoring systems.   
 
Violations 
 
10. As a result of the conduct described above, Respondent violated, and caused its 
affiliates to violate, Section 13(d)(1) of the Exchange Act and Rule 13d-1 thereunder. 
 
Remedial Efforts and Cooperation 
 
11. In determining to accept the Offer, the Commission considered remedial acts 
undertaken by Respondent after being approached by Commission staff, as well as cooperation 
afforded to the Commission staff. 
  
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent Bain Capital Credit Member’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, Respondent Bain Capital Credit 
Member, LLC cease and desist from committing or causing any violations and any future violations 
of Section 13(d)(1) of the Exchange Act and Rule 13d-1 thereunder. 
 
B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $130,000 to the Securities and Exchange Commission for transfer to the 
general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 
payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.   
 
Payment must be made in one of the following ways:   
 

(1) Respondent may transmit payment electronically to the Commission, 
which will provide detailed ACH transfer/Fedwire instructions upon 
request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Bain Capital Credit Member as a Respondent in these proceedings, and the file number of these 
proceedings; a copy of the cover letter and check or money order must be sent to D. Mark Cave, 
Associate Director, Division of Enforcement, Securities and Exchange Commission, 100 F St., 
NE, Washington, DC 20549.  
 
 C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission's counsel in this action, and pay the amount 
of the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
 
 D. Respondent acknowledges that the Commission is not imposing a civil penalty in 
excess of $130,000, based upon its cooperation in a Commission investigation.  If at any time 
following the entry of the Order, the Division of Enforcement (“Division”) obtains information 
indicating that Respondent knowingly provided materially false or misleading information or 
materials to the Commission, or in a related proceeding, the Division may, at its sole discretion 
and with prior notice to the Respondent, petition the Commission to reopen this matter and seek  
  

an order directing that the Respondent pay an additional civil penalty.  Respondent may contest 
by way of defense in any resulting administrative proceeding whether it knowingly provided 
materially false or misleading information, but may not:  (1) contest the findings in the Order; or 
(2) assert any defense to liability or remedy, including, but not limited to, any statute of 
limitations defense. 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 
 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101173 / September 25, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22189 

 

 

In the Matter of 

 

Bain Capital Credit 

Member, LLC 

 

Respondent. 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER 

  

I. 

 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that 

cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 

Securities Exchange Act of 1934 (“Exchange Act”), against Bain Capital Credit Member, LLC 

(“Bain Capital Credit Member” or “Respondent”).   

 

II. 

 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 

Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, 

Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.   

 

III. 

 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

 

                                                 
1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person 

or entity in this or any other proceeding. 

 



Summary 

 

1. These proceedings arise out of violations of the beneficial ownership reporting 

requirements of the federal securities laws.  Section 13(d) of the Exchange Act and Rule 13d-1 

thereunder together require that any person who directly or indirectly acquires beneficial 

ownership of more than five percent of a voting class of any equity security registered under 

Section 12 of the Exchange Act file a statement with the Commission.  During the relevant time, 

beneficial owners could comply with this requirement by filing a Schedule 13D with the 

Commission within 10 days after they acquired the requisite amount of beneficial ownership. 

 

2. While subject to this reporting requirement, Bain Capital Credit Member and two 

of its affiliates did not timely file two reports of their beneficial ownership of certain securities.  

Bain Capital Credit Member took responsibility for making beneficial ownership filings on behalf 

of itself and the two affiliates.  As a result, Bain Capital Credit Member violated and caused its 

affiliates to violate Section 13(d) and Rule 13d-1 thereunder. 

 

Respondent 

 

3. Bain Capital Credit Member is a Delaware limited liability company based in 

Boston, Massachusetts.  Bain Capital Credit Member serves as the general partner to certain of its 

affiliates, some of which are affiliated investment funds and some of which are entities that serve 

as the general partner to affiliated investment funds.  In the Relevant Period, Bain Capital Credit 

Member took responsibility for making beneficial ownership filings on behalf of itself and certain 

of its affiliates. 

 

Legal Framework 

 

4. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) thereunder together require 

any person who has directly or indirectly acquired beneficial ownership of more than five percent of 

any voting class of equity security registered under Section 12 of the Exchange Act to file a 

statement with the Commission disclosing certain information specified in a Schedule 13D.  During 

the relevant time, individuals or entities could comply with this requirement by filing a Schedule 

13D with the Commission within 10 days after they acquired the requisite amount of beneficial 

ownership.2  Section 13(d) allows shareholders and potential investors to evaluate changes in 

substantial shareholdings.3 

                                                 
2 On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership reporting 

under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 

Amendments”).  Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 

Fed. Reg. 76896 (Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing 

the initial statement on Schedule 13D from 10 days to five business days, which became effective on February 5, 

2024.  Id. at 76897, 76906. 

 
3 See generally GAF Corp. v. Milstein, 453 F.2d 709, 717 (2d Cir. 1971) cert. denied, 406 U.S. 910 (1972); see also 

SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) cert. denied, 440 U.S. 913 (1979), citing, S. Rep. 

No. 550, 90th Cong., 1st Sess. 1 (1967) and H.R. Rep. No. 1711, 90th Cong., 2d Sess. 2 (1968) (“The purpose of 

section 13(d) is to require disclosure of information by persons who have acquired a substantial interest, or increased 

 



 

5. There is no state of mind requirement for violations of Section 13(d) and the rules 

thereunder.4  The failure to timely file a required report, even if inadvertent, constitutes a 

violation.5  

 

Facts 

 

6. On June 11, 2020, an affiliate of Bain Capital Credit Member (“Affiliate 1”) 

received 2,883,356 shares of Bristow Group Inc. (“Bristow”) stock, representing beneficial 

ownership of 9.3 percent of the outstanding class.  Bain Capital Credit Member indirectly serves as 

the general partner to investment funds that hold economic interests in Affiliate 1.  Affiliate 1 

reportedly received these shares through an extended bankruptcy and a subsequent merger of 

Bristow with a publicly-traded competitor.  Bain Capital Credit Member took responsibility for 

making beneficial ownership filings for itself and Affiliate 1.  Within a few days of the transaction, 

Bain Capital Credit Member identified the obligation to make a Section 13 filing and spoke with 

outside counsel about making a filing.  The Schedule 13D was required to be filed within 10 days 

of Bain Capital Credit Member’s and Affiliate 1’s beneficial ownership crossing the five percent 

threshold.  The filing was untimely, however, as Bain Capital Credit Member did not file the 

required Schedule 13D until July 1, 2020, which was more than 10 days of the acquisition. 

 

7. During the investigation of the Bristow filing, Bain Capital Credit Member 

undertook a review of its other Schedule 13D filings at the Commission staff’s request and 

voluntarily reported that it had made an untimely Schedule 13D filing regarding a different 

affiliate’s (“Affiliate 2”) position in Algoma Steel Group Inc. (“Algoma”), a foreign private issuer 

with securities listed on NASDAQ.  Affiliate 2 reportedly received these shares after an extended 

Canadian bankruptcy of Algoma and subsequent merger with a publicly-listed special purpose 

acquisition company.  Bain Capital Credit Member reported that on February 17, 2022, this 

affiliate received 6,997,852 shares of Algoma stock, which were purchased for the accounts of 

Affiliate 2’s clients.  These shares, together with the Algoma stock that the affiliate already owned 

at the time, represented a beneficial ownership of 13.6 percent of the outstanding class of Algoma 

stock.  Bain Capital Credit Member took general responsibility for making beneficial ownership 

filings for this affiliate.  By early April 2022, Bain Capital Credit Member identified the need to 

make a Section 13 filing and evaluated with outside counsel the need to make a filing.  The 

Schedule 13D was required to be filed within 10 days of the affiliate’s beneficial ownership 

crossing the five percent threshold.  The filing was untimely, however, as Bain Capital Credit 

                                                 
their interest in the equity securities of a company by a substantial amount, within a relatively short period of 

time.”). 

 
4 See, e.g., Savoy Indus., 587 F.2d at 1167 (“Indeed, the plain language of section 13(d)(1) gives no hint that 

intentional conduct need be found, but rather, appears to place a simple and affirmative duty of reporting on certain 

persons.”). 

 
5 Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *1–2 (May 19, 1980) (Commission opinion) (“We 

have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 

violation.”); Herbert Moskowitz, 77 SEC 446, 2002 WL 434524, at *7 (Mar. 21, 2002) (Commission opinion) 

(“evidence of both motive for non-disclosure and actual market impact … is irrelevant” to whether violations of 

Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred). 



Member did not file the required Schedule 13D until April 13, 2022, which was more than 10 days 

of the acquisition.  

 

8. Both investments were managed by a business unit associated with Bain Capital 

Credit Member that specializes in credit transactions, does not typically invest in public equities, 

and therefore does not typically file Schedule 13D reports.  In some private credit transactions, 

entities may not have knowledge of their precise holdings in an issuer until after a transaction 

closes, which in these instances affected the timely monitoring of changes to holdings of public 

securities.  During the global COVID-19 pandemic, the unit’s internal processes did not timely 

identify the need to make the Bristow and Algoma filings, and as a result, Bain Capital Credit 

Member did not file the Schedule 13D reports for these transactions timely.   

 

9. Since staff contacted Bain Capital Credit Member regarding the untimely Schedule 

13Ds, Bain Capital Credit Member has taken steps to help ensure Schedule 13D filings involving 

credit restructuring investments are timely filed, including by enhancing its monitoring systems.   

 

Violations 

 

10. As a result of the conduct described above, Respondent violated, and caused its 

affiliates to violate, Section 13(d)(1) of the Exchange Act and Rule 13d-1 thereunder. 

 

Remedial Efforts and Cooperation 

 

11. In determining to accept the Offer, the Commission considered remedial acts 

undertaken by Respondent after being approached by Commission staff, as well as cooperation 

afforded to the Commission staff. 

  

IV. 

 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent Bain Capital Credit Member’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

 A. Pursuant to Section 21C of the Exchange Act, Respondent Bain Capital Credit 

Member, LLC cease and desist from committing or causing any violations and any future violations 

of Section 13(d)(1) of the Exchange Act and Rule 13d-1 thereunder. 

 

B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $130,000 to the Securities and Exchange Commission for transfer to the 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.   

 

Payment must be made in one of the following ways:   

 



(1) Respondent may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Bain Capital Credit Member as a Respondent in these proceedings, and the file number of these 

proceedings; a copy of the cover letter and check or money order must be sent to D. Mark Cave, 

Associate Director, Division of Enforcement, Securities and Exchange Commission, 100 F St., 

NE, Washington, DC 20549.  

 

 C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 

a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission's counsel in this action, and pay the amount 

of the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

 

 D. Respondent acknowledges that the Commission is not imposing a civil penalty in 

excess of $130,000, based upon its cooperation in a Commission investigation.  If at any time 

following the entry of the Order, the Division of Enforcement (“Division”) obtains information 

indicating that Respondent knowingly provided materially false or misleading information or 

materials to the Commission, or in a related proceeding, the Division may, at its sole discretion 

and with prior notice to the Respondent, petition the Commission to reopen this matter and seek  

  

http://www.sec.gov/about/offices/ofm.htm


an order directing that the Respondent pay an additional civil penalty.  Respondent may contest 

by way of defense in any resulting administrative proceeding whether it knowingly provided 

materially false or misleading information, but may not:  (1) contest the findings in the Order; or 

(2) assert any defense to liability or remedy, including, but not limited to, any statute of 

limitations defense. 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

Secretary 

 


	UNITED STATES OF AMERICA
	IV.