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): October 5, 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 7.01. Regulation FD Disclosure.

 

On October 5, 2021, Bain Capital Specialty Finance, Inc. (the “Company”) issued a press release, announcing that it has priced an offering of $300,000,000 aggregate principal amount of 2.550% senior unsecured notes due 2026. 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 October 5, 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: October 5, 2021 By: /s/ Michael Treisman
    Name: Michael Treisman
    Title: Secretary

 

 

 

 

Exhibit 99.1 

 

 

Bain Capital Specialty Finance, Inc. Prices Public Offering of $300 Million 2.550% Unsecured Notes Due 2026

 

BOSTON – October 5, 2021 – Bain Capital Specialty Finance, Inc. (NYSE: BCSF or the “Company”) today announced that it has priced an offering of $300.0 million aggregate principal amount of 2.550% senior unsecured notes due 2026 (the “Notes”). The Notes will mature on October 13, 2026 and may be redeemed in whole or in part at the Company’s option at any time at par plus a “make-whole” premium, provided that the Notes may be redeemed at par one month prior to their maturity.

 

The offering is expected to close on or about October 13, 2021, subject to satisfaction of customary closing conditions.

 

The Company intends to use the net proceeds of this offering to repay certain outstanding indebtedness under its financing arrangements and for general corporate purposes. The Company also may make investments in existing and new portfolio companies in accordance with its investment objectives with proceeds of subsequent borrowings under its existing financing arrangements and may use the proceeds from any such subsequent borrowings for general corporate purposes.

 

Goldman Sachs & Co. LLC and SMBC Nikko Securities America, Inc. are acting as joint book-running managers and SG Americas Securities, LLC and MUFG Securities America Inc. are acting as co-managers for this offering.

 

Investors are advised to carefully consider the investment objectives, risks and charges and expenses of BCSF before investing. The pricing term sheet dated October 5, 2021, the preliminary prospectus supplement dated October 5, 2021, and the accompanying prospectus dated February 11, 2021, each of which has been filed with the U.S. Securities and Exchange Commission (the “SEC”), contain this and other information about BCSF and should be read carefully before investing.

 

The information in the pricing term sheet, the preliminary prospectus supplement, the accompanying prospectus and this press release is not complete and may be changed. The pricing term sheet, the preliminary prospectus supplement, the accompanying prospectus and this press release are not offers to sell any securities of BCSF and are not soliciting an offer to buy such securities in any state or jurisdiction where such offer and sale is not permitted.

 

BCSF’s shelf registration statement is on file and has been declared effective by the SEC. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents BCSF has filed with the SEC for more complete information about BCSF and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, BCSF, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it from Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, attn: Registration Department or SMBC Nikko Securities America, Inc., 277 Park Avenue, New York, NY 10172, attn: Debt Capital Markets or by calling toll-free 1-866-471-2526. You are advised to obtain a copy of the prospectus supplement and accompanying prospectus and to carefully review the information contained or incorporated by reference therein before making any investment decision.

 

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 June 30, 2021, BCSF has invested approximately $4.4 billion 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 SEC. 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