| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DSEY | Ordinary Shares, $0.0001 par value | Other | -133M | -56.26% | 103M | Jul 5, 2023 | See Footnotes | F1, F2, F3, F4, F5, F6 | ||
| transaction | DSEY | Ordinary Shares, $0.0001 par value | Disposed to Issuer | -$810M | -103M | -100% | $7.84 | 0 | Jul 5, 2023 | See Footnotes | F1, F2, F3, F4, F5, F6 |
Bain Capital Investors Llc is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 8, 2023, by and among the Issuer, Olympus Water Holdings IV, L.P. ("Parent"), acting by its general partner, Olympus Water Holdings Limited, and Diamond Merger Limited, the reported securities were disposed of, with 103,379,563 Ordinary Shares cancelled and exchanged into the right to receive $7.84 in cash and 132,970,571 Ordinary Shares contributed to Olympus Water Holdings I, L.P. ("Topco"), an affiliate of Parent, in exchange for certain common and preferred shares of Solenis Holding Limited pursuant to the Rollover Contribution Agreement, dated as of March 8, 2023, by and among BCPE Diamond Investor, LP ("BCPE Diamond Investor") and Topco. |
| F2 | Bain Capital Fund XI, L.P. ("Fund XI") is the sole member of BCPE Diamond GP, LLC ("BCPE Diamond GP"), which is the general partner of BCPE Diamond Investor. Bain Capital Partners XI, L.P. ("Partners XI") is the general partner of Fund XI. Partners XI may be deemed to share voting and dispositive power with respect to shares held by Fund XI. Partners XI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| F3 | Bain Capital Partners Europe IV, LP ("GP IV") is the general partner of Bain Capital Europe Fund IV, LP ("Europe IV"), which is the sole shareholder of BCPE Diamond Cayman Holding Limited ("BCPE Diamond"). GP IV and Europe IV may be deemed to share voting and dispositive power with respect to shares held by BCPE Diamond. Each of GP IV and Europe IV disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| F4 | Boylston Coinvestors, LLC is the general partner of each of BCIP Associates IV, LP ("BCIP IV"), BCIP Associates IV-B, LP ("BCIP IV-B"), BCIP Trust Associates IV, LP ("BCIP T IV") and BCIP Trust Associates IV-B, LP ("BCIP T IV-B" and, together with BCPE Diamond Investor, Fund XI, BCPE Diamond, BCIP IV, BCIP IV-B and BCIP T IV, the "Bain Capital Entities"). |
| F5 | The Ordinary Shares held directly by each of Fund XI, BCPE Diamond, BCIP IV, BCIP IV-B, BCIP T IV and BCIP T IV-B were previously transferred to BCPE Diamond Investor in a transaction exempt from Section 16 pursuant to Rule 16a-13. |
| F6 | Bain Capital Investors, LLC ("BCI") is the general partner of Partners XI and GP IV and governs the investment strategy and decision-making process with respect to investments held by BCIP IV, BCIP IV-B, BCIP T IV and BCIP T IV-B. As a result, BCI may be deemed to share voting and dispositive power with respect to the shares held by the Bain Capital Entities. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
Exhibit 99.1- Joint Filer Information