SCHEDULE 13G/A: Bain Capital Entities Disclose 12.6% Stake in Waystar Holding Corp. via Amended 13G Filing

Bain Capital-affiliated entities, BCPE Derby Investor, LP and BCPE Derby (DE) SPV, LP, have disclosed a collective beneficial ownership of 12.6% of Waystar Holding Corp.'s common stock as of March 31, 2025, according to an amended Schedule 13G filing.

Summary

• BCPE Derby Investor, LP and BCPE Derby (DE) SPV, LP, both Delaware limited partnerships, are the reporting persons in this Schedule 13G Amendment No. 2 filing.
• These entities are affiliated with Bain Capital Investors, LLC, which may be deemed to share voting and dispositive power over the securities.
• As of March 31, 2025, BCPE Derby Investor, LP beneficially owned 3,143,772 shares, representing 1.8% of Waystar Holding Corp.'s outstanding common stock.
• As of the same date, BCPE Derby (DE) SPV, LP beneficially owned 18,610,764 shares, representing 10.8% of Waystar Holding Corp.'s outstanding common stock.
• Collectively, the reporting persons beneficially own an aggregate of 21,754,536 shares, which represents approximately 12.6% of the outstanding common stock.
• The percentage of ownership is based on 173,018,999 shares of common stock reported as issued and outstanding by Waystar Holding Corp. in its Quarterly Report on Form 10-Q filed on April 30, 2025.
• The reporting persons are parties to a Stockholders Agreement with Waystar Holding Corp., which was filed on a Form 8-K by the Issuer on June 12, 2024.
• This agreement grants the reporting persons the right to nominate one director to Waystar's board of directors for as long as they hold 5% or more of the then-outstanding common stock.
• The agreement further requires the reporting persons and other parties with similar nomination rights to vote in favor of those nominated pursuant to the agreement.
• Despite the voting requirements, the reporting persons expressly disclaim membership in such a group for purposes of Section 13(d) under the Securities Exchange Act of 1934.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, which is neutral in tone. The significant stake by Bain Capital could be viewed positively by investors, but the filing itself does not contain subjective language or performance metrics.

Positives

• The significant ownership stake (12.6%) by Bain Capital, a prominent investment firm, may signal confidence in Waystar Holding Corp.'s long-term prospects.
• The Stockholders Agreement provides Bain Capital with the right to nominate a director to Waystar's board, indicating a level of influence and potential strategic alignment.

Negatives

• The filing itself does not present any negative financial or operational information about Waystar Holding Corp.

Risks

• The Stockholders Agreement's voting requirements could lead to the reporting persons and other parties being deemed a 'group' for purposes of Section 13(d) of the Securities Exchange Act of 1934, despite their explicit disclaimer, potentially incurring additional regulatory obligations or scrutiny.

Future Outlook

NA

Industry Context

This filing reflects a significant institutional investment by Bain Capital in Waystar Holding Corp., a company operating in the healthcare technology or financial services sector (implied by 'Waystar Holding Corp.' and 'Digital Drive'). Such large stakes by private equity firms are common in industries undergoing consolidation or technological transformation, indicating a strategic long-term interest in the company's performance and potential for value creation.

Corporate Governance

Legal Proceedings

• The Reporting Persons explicitly disclaim membership in a 'group' for purposes of Section 13(d) under the Securities Exchange Act of 1934, despite the voting requirements of the Stockholders Agreement potentially leading to such a classification. This highlights a potential legal interpretation issue.

Stakeholder Impact

• Shareholders: The significant stake held by Bain Capital, a prominent investment firm, could be seen as a vote of confidence, potentially influencing investor sentiment. The Stockholders Agreement also outlines specific governance rights that could impact other shareholders.
• Management/Board: The right of Bain Capital to nominate a director could lead to changes in board composition and strategic direction.

Next Steps

• The Stockholders Agreement grants the Reporting Persons the right to nominate one director to the Issuer's board of directors for as long as they hold 5% or more of the then-outstanding common stock, implying potential future board representation.

Key Dates

Keywords

Waystar Holding Corp., Bain Capital, Schedule 13G, beneficial ownership, common stock, SEC filing, institutional ownership, corporate governance, stockholders agreement, director nomination, BCPE Derby Investor, BCPE Derby (DE) SPV