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
23,451,980(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
23,451,980(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
23,451,980(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)
30.0%(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, (iv) 4,625,998 Common Shares acquired by CD&R Holdings on June 28, 2019 and (v) 3,207,200 Common Shares acquired by CD&R Holdings on September 25, 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 approximately 30.0% (or 29.99% rounded to the second decimal place), 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 78,199,336 (calculated by adding the 68,504,717 Common Shares outstanding as of July 31, 2019, as reported in the Issuers Form 10-Q, filed August 7, 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
23,451,980(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
23,451,980(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
23,451,980(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)
30.0%(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, (iv) 4,625,998 Common Shares acquired by CD&R Holdings on June 28, 2019 and (v) 3,207,200 Common Shares acquired by CD&R Holdings on September 25, 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 approximately 30.0% (or 29.99% rounded to the second decimal place), 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 78,199,336 (calculated by adding the 68,504,717 Common Shares outstanding as of July 31, 2019, as reported in the Issuers Form 10-Q, filed August 7, 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. 4 amends the Statement on Schedule 13D initially filed on January 2, 2018 with the Securities and Exchange Commission and amended on November 21, 2018, March 14, 2019 and June 28, 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 September 25, 2019, CD&R Holdings acquired from Credit Suisse Capital LLC (CS) 3,207,200 Common Shares for a total acquisition price of $102,886,804.56, pursuant to a previously disclosed agreement with CS dated as of November 20, 2018 (the Agreement). CD&R Holdings funded the acquisition with one of 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 23,451,980 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, 4,625,998 and 3,207,200 of such Common Shares were acquired by CD&R Holdings on August 9, 2018, March 11, 2019, June 28, 2019 and September 25, 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 30.0% (or 29.99% rounded to the second decimal place) 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) 68,504,717 Common Shares outstanding as of July 31, 2019, as reported in the Issuers Form 10-Q, filed August 7, 2019.
(c) The 3,207,200 Common Shares acquired by CD&R Holdings on September 25, 2019 pursuant to the Agreement were acquired at a price per share equal to $32.0799.
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 September 25, 2019, the transactions contemplated by the third supplemental confirmation were completed, which concludes all transactions contemplated by the Agreement.
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