SCHEDULE 13G/A: Bain Capital Entities Disclose 16.3% Stake in Waystar Holding Corp. via Amended Schedule 13G

Bain Capital affiliates, BCPE Derby Investor, LP and BCPE Derby (DE) SPV, LP, have filed an amended Schedule 13G, revealing a combined beneficial ownership of 16.3% of Waystar Holding Corp.'s common stock as of December 31, 2024.

Summary

• BCPE Derby Investor, LP and BCPE Derby (DE) SPV, LP, collectively referred to as the 'Reporting Persons', have filed an Amendment No. 1 to Schedule 13G regarding their ownership in Waystar Holding Corp.
• As of December 31, 2024, BCPE Derby Investor, LP beneficially owned 4,043,481 shares of common stock, representing approximately 2.4% of the outstanding shares.
• BCPE Derby (DE) SPV, LP beneficially owned 23,936,936 shares of common stock, representing approximately 13.9% of the outstanding shares.
• The Reporting Persons collectively beneficially own an aggregate of 27,980,417 shares of Waystar Holding Corp. common stock, which represents approximately 16.3% of the outstanding common stock.
• The percentage ownership is based on 172,086,129 shares of common stock issued and outstanding, as reported by Waystar Holding Corp. in its Quarterly Report on Form 10-Q filed on November 6, 2024.
• Bain Capital Investors, LLC (BCI) and its related entities are identified as having shared voting and dispositive power over these securities.
• The Reporting Persons are parties to a Stockholders Agreement with Waystar Holding Corp., filed on a Form 8-K on June 12, 2024, which grants them the right to nominate one director to the Issuer's board as long as they hold 5% or more of the outstanding common stock.

Sentiment

Score: 5

Explanation: The document is a factual ownership disclosure (Schedule 13G) and does not inherently convey positive or negative sentiment regarding the company's performance. It simply reports a significant beneficial ownership stake by Bain Capital entities.

Positives

• Significant institutional investment from Bain Capital, a reputable private equity firm, indicates confidence in Waystar Holding Corp.'s long-term prospects.
• The Stockholders Agreement provides the Reporting Persons with a right to nominate a director, suggesting a level of influence and oversight on the company's governance, provided their ownership remains above 5%.

Negatives

• The filing does not present any explicit negative financial or operational information, as it is primarily an ownership disclosure.

Risks

• The Stockholders Agreement may imply the formation of a 'group' for Section 13(d) purposes, despite the Reporting Persons expressly disclaiming such membership, which could lead to regulatory scrutiny or different reporting requirements if challenged.
• The influence of a large institutional investor like Bain Capital, while often positive, could also lead to strategic decisions that prioritize their investment objectives over broader shareholder interests, though no such indication is present in this filing.

Future Outlook

This document is an ownership disclosure and does not contain forward-looking statements or guidance regarding the issuer's future financial performance or strategic outlook.

Industry Context

This filing indicates continued significant institutional investment in Waystar Holding Corp., a company operating in the healthcare technology sector. Large stakes by private equity firms like Bain Capital are common in companies they have previously invested in or taken public, reflecting ongoing strategic involvement and a long-term investment horizon. The healthcare technology sector continues to attract substantial investment due to ongoing digitalization and efficiency demands in healthcare.

Corporate Governance

Stakeholder Impact

• **Shareholders**: The disclosure of a significant 16.3% stake by Bain Capital entities provides transparency regarding a major institutional investor's position. The Stockholders Agreement's provision for board nomination could influence future strategic decisions and potentially align management's interests with a major shareholder.
• **Management**: The presence of a large, influential shareholder like Bain Capital, with potential board representation, implies increased oversight and accountability for the company's management team.

Key Dates

Keywords

Waystar Holding Corp., Bain Capital, Schedule 13G, Beneficial Ownership, Common Stock, Institutional Investor, SEC Filing, Corporate Governance, Stockholders Agreement, Healthcare Technology