CUSIP No. 073685109
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1.
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Name of Reporting Person
CD&R BOULDER HOLDINGS, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
CAYMAN ISLANDS
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
20,244,780(1)
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
20,244,780(1)
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
20,244,780(1)
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
25.9%(2)
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14.
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Type of Reporting Person (See Instructions)
PN
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(1) The total number of shares of common stock, par value $0.01 per share (the
Common Shares
), reported includes (i) on an as-converted basis (based on the initial conversion price of $41.26, as adjusted), 9,694,619 Common Shares that are issuable upon the conversion, at the option of the holder, of 400,000 Shares of Series A Cumulative Convertible Participating Preferred Stock (the
Preferred Shares
) that, as of the date hereof, are held directly by CD&R Boulder Holdings, L.P. (
CD&R Holdings
), (ii) 314,400 Common Shares acquired by CD&R Holdings on August 9, 2018, (iii) 5,609,763 Common Shares acquired by CD&R Holdings on March 11, 2019 and (iv) 4,625,998 Common Shares acquired by CD&R Holdings on June 28, 2019. Each Preferred Share is entitled to vote with holders of the Common Shares on an as-converted basis, based on the initial conversion price of $41.26, as adjusted, and accrued dividends through the date of conversion. All of these Common Shares may be deemed to be beneficially owned by CD&R Investment Associates IX, Ltd., as the general partner of CD&R Holdings (
CD&R Holdings GP
).
(2) CD&R Holdings voting percentage is 25.9%, calculated using a fraction, the numerator of which is the number of Common Shares described in footnote (1) above and the denominator of which is 78,171,581 (calculated by adding the 68,476,962 Common Shares outstanding as of April 30, 2019, as reported in the Issuers Form 10-Q, filed May 8, 2019, plus the number of Common Shares described in clause (i) of footnote (1) above).
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CUSIP No. 073685109
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1.
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Name of Reporting Person
CD&R INVESTMENT ASSOCIATES IX, LTD.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
CAYMAN ISLANDS
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
20,244,780(1)
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
20,244,780(1)
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
20,244,780(1)
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
25.9%(2)
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14.
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Type of Reporting Person (See Instructions)
CO
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(1)
The total number of Common Shares reported includes (i) on an as-converted basis (based on the initial conversion price of $41.26, as adjusted), 9,694,619 Common Shares that are issuable upon the conversion, at the option of the holder, of 400,000 Preferred Shares that, as of the date hereof, are held directly by CD&R Holdings, (ii) 314,400 Common Shares acquired by CD&R Holdings on August 9, 2018, (iii) 5,609,763 Common Shares acquired by CD&R Holdings on March 11, 2019 and (iv) 4,625,998 Common Shares acquired by CD&R Holdings on June 28, 2019. Each Preferred Share is entitled to vote with holders of the Common Shares on an as-converted basis, based on the initial conversion price of $41.26, as adjusted, and accrued dividends through the date of conversion. All of these Common Shares may be deemed to be beneficially owned by CD&R Holdings GP.
(2)
CD&R Holdings voting percentage is 25.9%, calculated using a fraction, the numerator of which is the number of Common Shares described in footnote (1) above and the denominator of which is 78,171,581 (calculated by adding the 68,476,962 Common Shares outstanding as of April 30, 2019, as reported in the Issuers Form 10-Q, filed May 8, 2019, plus the number of Common Shares described in clause (i) of footnote (1) above).
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EXPLANATORY NOTE
PREAMBLE
This Amendment No. 3 amends the Statement on Schedule 13D initially filed on January 2, 2018 with the Securities and Exchange Commission and amended on November 21, 2018 and March 14, 2019 (as amended, the
Schedule 13D
) by (i) CD&R Boulder Holdings, L.P., a Cayman Islands exempted limited partnership (
CD&R Holdings
), and (ii) CD&R Investment Associates IX, Ltd. (
CD&R Holdings GP
) (together with CD&R Holdings, collectively, the
Reporting Persons
).
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the
Schedule 13D
is hereby amended and supplemented to add the following:
On June 28, 2019, CD&R Holdings acquired from Credit Suisse Capital LLC (
CS
) 4,625,998 Common Shares for a total acquisition price of $158,081,454.06, pursuant to a previously disclosed agreement with CS dated as of November 20, 2018 (the
Agreement
). CD&R Holdings funded the acquisition with one or more of the Reporting Persons or their respective affiliates cash on hand from capital contributions from its partners.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented to add the following:
(a) (i) CD&R Holdings is the beneficial owner of 20,244,780 Common Shares on an as-converted basis. 9,694,619 of such Common Shares are issuable upon conversion (based on an initial conversion price of $41.26, as adjusted), at the option of the holder, of the 400,000 Preferred Shares that, as of the date hereof, are held directly by CD&R Holdings. 314,400, 5,609,763 and 4,625,998 of such Common Shares were acquired by CD&R Holdings on August 9, 2018, March 11, 2019 and June 28, 2019, respectively, and are, as of the date hereof, held directly by CD&R Holdings. Taking into account this beneficial ownership, CD&R Holdings voting interest is approximately 25.9% of the voting power of the Issuer, based on (x) an initial conversion price of $41.26 with respect to the Preferred Shares and (y) 68,476,962 Common Shares outstanding as of April 30, 2019, as reported in the Issuers Form 10-Q, filed May 8, 2019.
(c) The 4,625,998 Common Shares acquired by CD&R Holdings on June 28, 2019 pursuant to the Agreement were acquired at a price per share equal to $34.1724.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented to add the following:
On June 28, 2019, CD&R Holdings and CS, represented by Credit Suisse Securities (USA) LLC, entered into an amendment to the Agreement (the
Amendment
), pursuant to which Section 18 of the Agreement was deleted in its entirety and replaced in accordance with the terms of the Amendment to clarify certain operative provisions of the U.S. Special Resolution Regime (as defined in the Amendment) contemplated by the ISDA 2018 U.S. Resolution Stay Protocol as it applies to CS and the Agreement.
Item 7. Material to be Filed as Exhibits.
Exhibit Number
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Description of Exhibit
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1
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Exhibit 99.6 Letter Agreement, dated June 28, 2019, between CD&R Holdings and CS, represented by Credit Suisse Securities (USA) LLC
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