UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 10, 2020

 

 

BAIN CAPITAL SPECIALTY FINANCE, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

DELAWARE   814-01175   81-2878769  
(State or Other Jurisdiction
of Incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)

 

200 Clarendon Street, 37th Floor, Boston, MA   02116
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (617) 516-2000

 

____ N/A ____

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                                                                     Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $.001 par value   BCSF   New York Stock Exchange

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On June 10, 2020 (the “Closing Date”), Bain Capital Specialty Finance, Inc. (the “Company”) entered into a Master Note Purchase Agreement with the Purchasers listed on the Purchaser Schedule thereto (the “Note Purchase Agreement”), in connection with the Company’s issuance of $150 million aggregate principal amount of its 8.500% senior unsecured notes due 2023 (the “Notes”).

 

The aggregate principal amount of the Notes was increased relative to the aggregate principal amount set forth in Item 8.01 of the Company’s Current Report on Form 8-K filed on May 29, 2020. The other terms of the Notes are set forth in Item 8.01 of the Company’s Current Report on Form 8-K filed on May 29, 2020 and such information disclosed in Item 8.01of the Company’s Current Report on Form 8-K filed on May 29, 2020 is incorporated by reference into this Item 1.01.

  

The Note Purchase Agreement will be filed with the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2020.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

 

Item 7.01. Regulation FD Disclosure.

 

On June 11, 2020, the Company issued a press release, announcing the results of its transferable rights offering. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section.  The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits.

 

99.1 Press Release, dated June 11, 2020

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Bain Capital Specialty Finance, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BAIN CAPITAL SPECIALTY FINANCE, INC.
     
     
Date:  June 11, 2020 By: /s/ Michael Treisman
  Name:  Michael Treisman
  Title: Secretary

 

 

 

 

Exhibit 99.1

 

 

 

Bain Capital Specialty Finance, Inc. Announces Final Results of Transferable Rights Offering

 

BOSTON – June 11, 2020 – Bain Capital Specialty Finance, Inc. (NYSE: BCSF, the “Company”, “our” or “we”) announced the final results of its transferable rights offering, which entitled holders of rights to purchase one new share of common stock for every four rights held at a subscription price of $10.2163 per share. The rights offering expired on June 5, 2020 at 5:00 p.m., Eastern Standard Time (EST).

 

The Company received total subscription requests for 26,158,198 shares of common stock, including primary subscriptions for 11,223,943 shares and over-subscription requests for an additional 14,934,255 shares. The primary subscription participation rate of 87% resulted in only 1,688,510 shares available to fill over-subscription requests.

 

In total, the Company sold 12,912,453 shares of its common stock for aggregate gross proceeds of approximately $131.9 million.

 

Proration of any available over-subscription shares will be made in accordance with the procedures described in the prospectus for the rights offering and confirmations of shares purchased will be mailed to participants on or before June 16, 2020. Any excess payment to be refunded to a participating rights holder will be mailed by the subscription agent to the rights holder as promptly as practicable after the confirmations are sent to the participants. No interest will be paid on any amounts refunded. Participants in the rights offering will receive a confirmation showing the number of shares purchased pursuant to the exercise of the primary subscription rights, the number of shares, if any, acquired pursuant to the over-subscription privilege, the per share and total purchase price for such shares, and any additional amount payable to the Company by the participating rights holder or any excess amount to be refunded by the Company to the participating rights holder, in each case based on the $10.2163 subscription price.

 

The Company expects to use the net proceeds of this offering to (i) repay outstanding indebtedness, including indebtedness under the BCSF Revolving Credit Facility and the JPM Credit Facility, in an aggregate amount equal to at least $100 million, in order to continue to maintain an appropriate level of debt in a challenging market environment, (ii) support our existing portfolio companies, particularly in light of current market conditions, and (iii) make opportunistic investments, in accordance with our investment objectives and policies, in assets that BCSF Advisors, LP believes have become undervalued due to the current extreme market volatility, and on more attractive terms than we would otherwise be able to obtain under typical, less volatile market conditions.

 

J.P. Morgan, BofA Securities and Morgan Stanley acted as Dealer Managers for the offering.

 

About Bain Capital Specialty Finance, Inc.

 

Bain Capital Specialty Finance, Inc. is an externally managed specialty finance company focused on lending to middle-market companies. BCSF is managed by BCSF Advisors, L.P., an SEC-registered investment adviser and a subsidiary of Bain Capital Credit, L.P. Since commencing investment operations on October 13, 2016, and through March 31, 2020, BCSF has invested approximately $3,675.5 million in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. BCSF’s investment objective is to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds. BCSF has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended.

 

Forward-Looking Statements

 

Certain information contained herein may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included herein may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the U.S. Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

 

 

 

 

 

Investor Contact:

Katherine Schneider

Tel. +1 212 803 9613

investors@baincapitalbdc.com

 

Media Contact:

Charlyn Lusk

Tel. +1 646 502 3549

clusk@stantonprm.com