UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 24, 2021

 

 

 

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 2.02. Results of Operations and Financial Condition.

 

On February 24, 2021, Bain Capital Specialty Finance, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2020. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in Item 2.02 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 8.01 – Other Events

 

On February 24, 2021, the Company issued a press release announcing the declaration of a first fiscal quarter 2021 dividend of $0.34 per share for stockholders of record as of March 31, 2021, payable on April 30, 2021. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 Press Release, dated February 24, 2021

 

 

 

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: February 24, 2021 By: /s/ Michael Treisman
    Name: Michael Treisman
    Title: Secretary

 

 

 

 

Exhibit 99.1

 

 

Bain Capital Specialty Finance, Inc. Announces December 31, 2020 Financial Results and Declares First Quarter 2021 Dividend of $0.34 per Share

 

BOSTON – February 24, 2021 – Bain Capital Specialty Finance, Inc. (NYSE: BCSF, the “Company”, “our” or “we”) today announced its financial results for the fourth quarter and fiscal year December 31, 2020, and that its Board of Directors has declared a dividend of $0.34 per share for the first quarter of 2021.

 

“We are pleased to report strong earnings results for the fourth quarter, in line with our preliminary estimates, driven by continued credit quality improvements across our diversified portfolio,” said Michael Ewald, Chief Executive Officer of BCSF. “Looking ahead, we believe the Company is well-positioned with a solid balance sheet to continue to execute on our long-standing strategy of prudently investing in senior secured loans to high quality middle market companies with demonstrated long-term value propositions.”

 

QUARTERLY HIGHLIGHTS

 

· Net investment income per share was $0.34, as compared to $0.33 for the quarter ended September 30, 2020;

 

· Net income per share was $0.61, as compared to $0.80 for the quarter ended September 30, 2020;

 

· Net asset value per share as of December 31, 2020 was $16.54, as compared to $16.27 as of September 30, 2020;

 

· Gross and net investment fundings were $172.6 million and $(15.5) million, respectively. Ending debt-to-equity (net of cash) ratio was 1.30x, as compared to 1.33x as of September 30, 2020;

 

· The investment portfolio yield at amortized cost increased quarter-over-quarter to approximately 7.3%, up from 7.1% as of September 30, 2020(1);

 

· Credit quality improved as demonstrated by no change to non-accrual investments quarter-over-quarter and net unrealized and realized gains across the Company’s investments during the fourth quarter. Non-accrual investments represented 0.2% of the total investment portfolio at both cost and fair value as of December 31, 2020;

 

· Subsequent to quarter-end, the Company’s Board of Directors declared a dividend of $0.34 per share for the first quarter of 2021 payable to stockholders of record as of March 31, 2021(2); and

 

· On February 11, 2021, the Company announced a strategic partnership with the private credit investment business of Pantheon (“Pantheon”) to create International Senior Loan Program, LLC (“ISLP”), a joint venture formed to provide direct lending solutions to middle market borrowers primarily across Europe and Australia. ISLP’s investment portfolio initially consists of approximately $320 million in investment principal of senior secured loans contributed by BCSF (the “Initial Portfolio”). The strategic partnership is expected to provide BCSF with enhanced balance sheet flexibility to expand its global capabilities, higher portfolio yields to drive greater net investment income and greater capacity to continue to invest in new senior secured loan investments to middle market companies. Giving effect to BCSF’s transfer of the Initial Portfolio to ISLP, BCSF’s pro forma ending debt-to-equity (net of cash) ratio decreased to approximately 1.1x as of December 31, 2020(3).

 

SELECTED FINANCIAL HIGHLIGHTS

 

($ in millions, unless otherwise noted)   Q4 2020     Q3 2020  
Net investment income per share   $ 0.34     $ 0.33  
Net investment income   $ 21.9     $ 21.5  
Earnings per share   $ 0.61     $ 0.80  
Dividends per share declared and payable   $ 0.34     $ 0.34  

 

 

 

 

 

($ in millions, unless otherwise noted)   As of
December 31, 2020
    As of
September 30, 2020
 
Total fair value of investments   $ 2,484.5     $ 2,459.7  
Total assets   $ 2,603.5     $ 2,621.1  
Total net assets   $ 1,068.0     $ 1,050.5  
Net asset value per share   $ 16.54     $ 16.27  

 

PORTFOLIO AND INVESTMENT ACTIVITY

 

For the three months ended December 31, 2020, the Company invested $172.6 million in 26 portfolio companies, including $120.5 million in six new companies and $52.1 million in 20 existing companies. The Company had $188.1 million of principal repayments and sales in the quarter. On a net basis, our investments in the quarter totaled $(15.5) million.

 

Investment Activity for the Quarter Ended December 31, 2020:

 

($ in millions)   Q4 2020     Q3 2020  
Investment Fundings   $ 172.6     $ 29.2  
Sales and Repayments   $ 188.1     $ 89.9  
Net Investment Activity   $ (15.5 )   $ (60.7 )

 

As of December 31, 2020, the Company’s investment portfolio had a fair value of $2,484.5 million, comprised of investments in 105 portfolio companies operating across 28 different industries.

 

Investment Portfolio at Fair Value as of December 31, 2020:

 

Investment Type   $ in Millions     % of Total  
First Lien Senior Secured Loans   $ 2,164.9       87.1 %
Second Lien Senior Secured Loans     162.0       6.6  
Equity Interest     119.9       4.8  
Preferred Equity     37.7       1.5  
Total   $ 2,484.5       100.0 %

 

As of December 31, 2020, the weighted average yield on the investment portfolio at amortized cost and fair value were 7.3% and 7.5%, respectively, as compared to 7.1% and 7.3%, respectively, as of September 30, 2020.(1) 99.2% of the Company’s debt investments at fair value were in floating rate securities.

 

As of December 31, 2020, one portfolio company was on non-accrual status, representing 0.2% and 0.2% of the total investment portfolio at cost and fair value, respectively.

 

RESULTS OF OPERATIONS

 

For the three months ended December 31, 2020 and September 30, 2020, total investment income was $48.3 million and $46.8 million, respectively. The increase in investment income was primarily due to an increase in prepayment related income and other income.

 

Total expenses (before taxes), net of fee waivers for the three months ended December 31, 2020 and September 30, 2020 were $26.2 million and $25.4 million, respectively. The increase was primarily driven by an increase in incentive fees, partially offset by voluntary base management fee and incentive fee waivers and lower interest and debt financing expenses.

 

 

 

 

 

Net investment income for the three months ended December 31, 2020 and September 30, 2020 was $21.9 million or $0.34 per share and $21.5 million or $0.33 per share, respectively.

 

During the three months ended December 31, 2020, the Company had net realized and unrealized gains of $17.6 million.

 

Net increase in net assets resulting from operations for the three months ended December 31, 2020 was $39.5 million, or $0.61 per share.

 

CAPITAL AND LIQUIDITY

 

As of December 31, 2020, the Company had total principal debt outstanding of $1,465.5 million, including $257.7 million outstanding in the Company’s revolving credit facility with Goldman Sachs Bank USA (the “BCSF Revolving Credit Facility”), $293.3 million outstanding in the Company’s credit facility with JPMorgan Chase Bank, National Association (the “JPM Credit Facility”), $365.7 million outstanding of the notes issued through BCC Middle Market CLO 2018-1 LLC, $398.8 million outstanding of the 2019-1 Debt and $150.0 million outstanding in the Company’s senior unsecured notes due 2023.

 

For the three months ended December 31, 2020, the weighted average interest rate on debt outstanding was 3.2%, as compared to 3.3% for the three months ended September 30, 2020.

 

As of December 31, 2020, the Company had cash and cash equivalents (including foreign cash) of $54.7 million and $373.9 million of aggregate capacity under its credit facilities, including $167.2 million in the BCSF Revolving Credit Facility, $156.7 million in the JPM Credit Facility and $50.0 million in the Revolving Advisor Loan. As of December 31, 2020, the Company had $189.9 million of undrawn investment commitments.

 

As of December 31, 2020, the Company’s debt-to-equity and debt-to-equity (net of cash) ratios were 1.37x and 1.30x, respectively, as compared to 1.45x and 1.33x, respectively, as of September 30, 2020.

 

As of December 31, 2020, the Company was in compliance with all terms under its secured credit facilities.

 

 

 

 

 

CONFERENCE CALL INFORMATION

 

A conference call to discuss the Company’s financial results will be held live at 9:00 a.m. Eastern Time on February 25, 2021. Please visit BCSF’s webcast link located on the Events & Presentations page of the Investor Resources section of BCSF’s website at http://www.baincapitalbdc.com for a slide presentation that complements the Earnings Conference Call.

 

Participants are also invited to access the conference call by dialing one of the following numbers:

 

· Domestic: 1-877-300-8521
· International: 1-412-317-6026
· Conference ID: 10151833

 

All participants will need to reference “Bain Capital Specialty Finance - Fourth Quarter and Fiscal Year Ended December 31, 2020 Earnings Conference Call” once connected with the operator. All participants are asked to dial in 10-15 minutes prior to the call.

 

Replay Information:

 

An archived replay will be available approximately three hours after the conference call concludes through March 4, 2021 via a webcast link located on the Investor Resources section of BCSF’s website, and via the dial-in numbers listed below:

 

· Domestic: 1-844-512-2921
· International: 1-412-317-6671
· Conference ID: 10151833#

  

 

 

 

 

Bain Capital Specialty Finance, Inc.

 

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share data)

 

    As of December 31,  
    2020     2019  
Assets                
Investments at fair value:                
Non-controlled/non-affiliate investments (amortized cost of $2,281,809 and $2,416,854, respectively)   $ 2,261,461     $ 2,403,250  
Non-controlled/affiliate investment (amortized cost of $93,089 and $6,720, respectively)     92,915       6,720  
Controlled affiliate investment (amortized cost of $147,841 and $113,689, respectively)     130,112       117,085  
Cash and cash equivalents     53,704       36,531  
Foreign cash (cost of $976 and $854, respectively)     972       810  
Restricted cash and cash equivalents     27,026       31,505  
Collateral on forward currency exchange contracts     4,934       -  
Deferred financing costs     3,131       3,182  
Interest receivable on investments     15,720       22,482  
Receivable for sales and paydowns of investments     5,928       21,994  
Unrealized appreciation on forward currency exchange contracts     -       1,034  
Dividend receivable     7,589       961  
Total Assets   $ 2,603,492     $ 2,645,554  
                 
Liabilities                
Debt (net of unamortized debt issuance costs of $7,147 and $4,584, respectively)   $ 1,458,360     $ 1,574,635  
Interest payable     8,223       15,534  
Payable for investments purchased     10,991       293  
Collateral payable on forward currency exchange contracts     -       331  
Unrealized depreciation on forward currency exchange contracts     22,614       1,252  
Base management fee payable     6,289       7,265  
Incentive fee payable     3,799       4,513  
Accounts payable and accrued expenses     3,261       2,155  
Distributions payable     21,951       21,176  
Total Liabilities     1,535,488       1,627,154  
                 
Commitments and Contingencies                
                 
Net Assets                
Preferred stock, $0.001 par value per share, 10,000,000,000 shares authorized, none issued and outstanding as of December 31, 2020 and December 31, 2019, respectively   $ -     $ -  
Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 64,562,265 and 51,649,812 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively     65       52  
Paid in capital in excess of par value     1,166,453       1,038,343  
Total distributable earnings (loss)     (98,514 )     (19,995 )
Total Net Assets     1,068,004       1,018,400  
Total Liabilities and Total Net assets   $ 2,603,492     $ 2,645,554  
                 
Net asset value per share   $ 16.54     $ 19.72  

 

See Notes to Consolidated Financial Statements

 

 

 

 

 

Bain Capital Specialty Finance, Inc.

 

Consolidated Statements of Operations

(in thousands, except share and per share data)

 

    For the Year Ended December 31,  
    2020     2019     2018  
Income                        
Investment income from non-controlled/non-affiliate investments:                        
Interest from investments   $ 178,186     $ 178,586     $ 73,049  
Dividend income     787       62       -  
Other income     1,955       805       545  
Total investment income from non-controlled/non-affiliate investments     180,928       179,453       73,594  
                         
Investment income from non-controlled/affiliate investments:                        
Interest from investments     1,866       -       -  
Other income     202       -       -  
Total investment income from non-controlled/affiliate investments     2,068       -       -  
                         
Investment income from controlled affiliate investments:                        
Interest from investments     2,923       1,809       314  
Dividend income     8,537       16,679       25,386  
Other income     4       4       -  
Total investment income from controlled affiliate investments     11,464       18,492       25,700  
Total investment income     194,460       197,945       99,294  
                         
Expenses                        
Interest and debt financing expenses     63,309       66,330       24,011  
Base management fee     35,215       32,702       17,544  
Incentive fee     4,473       17,418       8,670  
Professional fees     2,626       2,297       2,639  
Directors fees     726       546       278  
Other general and administrative expenses     5,398       4,772       902  
Total expenses before fee waivers     111,747       124,065       54,044  
Base management fee waiver     (2,676 )     (8,242 )     (8,772 )
Incentive fee waiver     (674 )     (2,745 )     (1,908 )
Total expenses, net of fee waivers     108,397       113,078       43,364  
Net investment income before taxes     86,063       84,867       55,930  
Excise tax expense     232       -       -  
Net investment income     85,831       84,867       55,930  
                         
                         
Net realized and unrealized gains (losses)                        
Net realized loss on non-controlled/non-affiliate investments     (33,824 )     (3,487 )     (3,345 )
Net realized gain on controlled affiliate investments     -       265       -  
Net realized gain (loss) on foreign currency transactions     130       (36 )     (489 )
Net realized gain (loss) on forward currency exchange contracts     6,472       11,043       (2,651 )
Net change in unrealized appreciation (depreciation) on foreign currency translation     108       (130 )     -  
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts     (22,396 )     (9,540 )     12,826  
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliate investments     (6,744 )     13,308       (36,334 )
Net change in unrealized depreciation on non-controlled/affiliate investments     (174 )     -       -  
Net change in unrealized appreciation (depreciation) on controlled affiliate investments     (21,125 )     1,795       708  
Total net gains (losses)     (77,553 )     13,218       (29,285 )
                         
Net increase in net assets resulting from operations   $ 8,278     $ 98,085     $ 26,645  
                         
                         
Basic and diluted net investment income per common share   $ 1.46     $ 1.64     $ 1.45  
Basic and diluted increase in net assets resulting from operations per common share   $ 0.14     $ 1.90     $ 0.69  
Basic and diluted weighted average common shares outstanding     58,670,518       51,603,415       38,567,001  

 

See Notes to Consolidated Financial Statements

 

 

 

 

 

Endnotes

 

(1) The weighted average yield is computed as (a) the annual stated interest rate or yield earned on the relevant accruing debt and other income producing securities plus amortization of fees and discounts on the performing debt and other income producing investments, divided by (b) the total relevant investments at amortized cost. The weighted average yield does not represent the total return to our stockholders.

 

(2) The first quarter dividend is payable on April 30, 2021 to holders of record as of March 31, 2021.

 

(3) On February 22, 2021, BCSF completed the transfer of the Initial Portfolio to ISLP. Based on BCSF's balance sheet and BCSF's contribution to ISLP of the Initial Portfolio, each as of quarter ended December 31, 2020. Net leverage represents principal debt outstanding less cash to equity.

 

About International Senior Loan Program

 

BCSF and Pantheon formed the ISLP joint venture on February 9, 2021. ISLP’s principal purpose is to invest in middle market direct lending opportunities across Europe and Australia. BCSF and Pantheon have agreed to contribute capital up to (subject to the terms of their agreement) approximately $255 million in aggregate to purchase interests in ISLP, with BCSF and Pantheon contributing up to approximately $180 million and $75 million, respectively. Investment decisions of ISLP require the consent of both BCSF and Pantheon.

 

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, LP, an SEC-registered investment adviser and a subsidiary of Bain Capital Credit, LP. Since commencing investment operations on October 13, 2016, and through December 31, 2020, BCSF has invested approximately $3,913.9 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

 

This letter 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 in this letter 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 letter.

 

Investor Contact:

Katherine Schneider

Tel. +1 212 803 9613

investors@baincapitalbdc.com

 

Media Contact:

Charlyn Lusk

Tel. +1 646 502 3549

clusk@stantonprm.com