SEC Form SCHEDULE 13G filed by Kestra Medical Technologies Ltd.
$KMTS
Medical/Dental Instruments
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Kestra Medical Technologies, Ltd. (Name of Issuer) |
Common Shares, par value $1.00 per share (Title of Class of Securities) |
G52441105 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G52441105 |
| 1 | Names of Reporting Persons
Bain Charger Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
27,019,225.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
52.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Kestra Medical Technologies, Ltd. | |
| (b) | Address of issuer's principal executive offices:
3933 Lake Washington BLVD NE, Suite 200, Kirkland, WA 98003 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed by Bain Charger Holdings, L.P., a Delaware limited partnership (the "Reporting Person"). Bain Capital Investors, LLC, a Delaware limited liability company ("BCI" and, together with the Reporting Person, the "Bain Capital Entities"), is the general partner of the Reporting Person. As a result, BCI may be deemed to share voting and dispositive power with respect to the securities held by Bain Charger. Voting and investment decisions with respect to the securities held by the Reporting Person are made by the partners of BCI. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address for each of the Bain Capital Entities is 200 Clarendon Street, Boston, MA 02116. | |
| (c) | Citizenship:
Each of the Bain Capital Entities is organized under the laws of the State of Delaware. | |
| (d) | Title of class of securities:
Common Shares, par value $1.00 per share | |
| (e) | CUSIP No.:
G52441105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of the close of business on March 31, 2025, the Reporting Person directly held 7,109,944 Common Shares, representing approximately 13.8% of the Issuer's outstanding Common Shares, and West Affum Holdings, L.P. ("West Affum") directly held 19,909,281 Common Shares, representing approximately 38.8% of the Issuer's outstanding Common Shares.
The Common Shares held directly by West Affum are held for the benefit of the holders of West Affum common units, including the Reporting Person, until the time such Common Shares are distributed to the holders of West Affum common units in accordance with the partnership agreement of West Affum. The Reporting Person is the sole shareholder of West Affum GP Ltd., which is the general partner of West Affum.
As a result of the foregoing, and the relationships described in Item 2(a) of this Schedule 13G, the Reporting Person may be deemed to have (ii) shared voting power with respect to an aggregate of 24,949,838 Common Shares, representing (x) 7,109,944 Common Shares held directly by the Reporting Person and (y) 17,839,894 Common Shares indirectly held by the Reporting Person through West Affum, and (ii) shared dispositive power with respect to an aggregate of 27,019,225 Common Shares.
The percentage of the outstanding Common Shares held by the Reporting Person is based on 51,348,656 Common Shares outstanding as of April 17, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 17, 2025. | |
| (b) | Percent of class:
See Item 4(a) hereof. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
See Item 4(a) hereof. | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 4(a) hereof. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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