8-K
Bain Capital Specialty Finance, Inc. (BCSF)
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 eventreported): August 5, 2020
BAIN CAPITAL SPECIALTY FINANCE, INC.
(Exact name of Registrant as Specifiedin Its Charter)
| DELAWARE | 814-01175 | 81-2878769 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
200Clarendon Street, 37^th^ 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 ChangedSince 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)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 August 5, 2020, Bain Capital Specialty Finance, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 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 August 5, 2020, the Company issued a press release announcing the declaration of a third fiscal quarter 2020 dividend of $0.34 per share for stockholders of record as of September 30, 2020, payable on October 30, 2020. 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 August 5, 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<br> CAPITAL SPECIALTY FINANCE, INC. | |||
|---|---|---|---|
| Date:<br> August 5, 2020 | By: | /s/<br> Michael Treisman | |
| Name: | Michael<br> Treisman | ||
| Title: | Secretary |
Exhibit 99.1
Bain Capital Specialty Finance, Inc.Announces June 30, 2020 Financial Results and Declares Third Quarter 2020 Dividend of $0.34 per Share
BOSTON – August 5, 2020 – Bain Capital Specialty Finance, Inc. (NYSE: BCSF, the “Company”, “our” or “we”) announced today its financial results for the second quarter June 30, 2020 and that its Board of Directors has declared a dividend of $0.34 per share for the third quarter of 2020.
“Despite the continued challenging economic backdrop, we delivered solid financial results driven by stable credit quality across our diversified portfolio of primarily first lien senior secured loans,” said Michael Ewald, President and Chief Executive Officer of BCSF. “We also strengthened our balance sheet during the quarter as our demonstrated access to capital markets further positioned the Company to better withstand continued market uncertainty and volatility.”
QUARTERLY HIGHLIGHTS
| · | Net investment income per share was $0.37,<br>as compared to $0.44 for the quarter ended March 31, 2020; |
|---|---|
| · | Net income (loss) per share was $0.40<br>as compared to $(2.02) for the quarter ended March 31, 2020; |
| --- | --- |
| · | Net<br> asset value per share as of June 30, 2020 was $15.81 as compared to $15.82 as of<br> March 31, 2020 pro-forma adjusted for the rights offering;^(1)^ |
| --- | --- |
| · | Credit quality remained stable during<br>the quarter with no new investments placed on non-accrual. Non-accrual investments represented 1.1% of the total investment portfolio<br>at fair value as of June 30, 2020; |
| --- | --- |
| · | During the quarter, the Company completed<br>a rights offering issuing 12.9 million common shares with total gross proceeds of $131.9 million. This new equity capital allowed<br>the Company to strengthen its balance sheet as demonstrated by the significant decrease in the Company’s leverage ratio quarter-over-quarter.<br>The Company’s ending debt-to-equity (net of cash) ratio was 1.42x as of June 30, 2020 as compared to 1.78x as of March 31,<br>2020; |
| --- | --- |
| · | In June 2020, the Company completed<br>an offering of $150.0 million aggregate principal amount of 8.50% senior unsecured notes due 2023 (the “2023 Notes”).<br>The 2023 Notes are subject to a two-year non-call period, unless redeemed earlier at par plus a “make-whole” premium.<br>The proceeds from the offering were used to pay down existing indebtedness under the Company’s secured credit facilities<br>and enhanced the Company’s available liquidity; and |
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| · | Subsequent to quarter-end, the Company’s<br>Board of Directors declared a dividend of $0.34 per share for the third quarter of 2020 payable to stockholders of record as of<br>September 30, 2020.^(2)^ |
| --- | --- |
SELECTED FINANCIAL HIGHLIGHTS
| ($ in millions, unless otherwise noted) | Q2 2020 | Q1 2020 | **** | ||
|---|---|---|---|---|---|
| Net investment income per share | $ | 0.37 | $ | 0.44 | |
| Net investment income | $ | 20.0 | $ | 22.5 | |
| Earnings (loss) per share | $ | 0.40 | $ | (2.02 | ) |
| Dividends per share declared and payable | $ | 0.34 | $ | 0.41 | |
| ($ in millions, unless otherwise noted) | As of June 30, 2020 | As of March 31, 2020 | |||
| --- | --- | --- | --- | --- | --- |
| Total fair value of investments | $ | 2,476.0 | $ | 2,484.5 | |
| Total assets | $ | 2,610.0 | $ | 2,604.3 | |
| Total net assets | $ | 1,021.0 | $ | 892.8 | |
| Net asset value per share | $ | 15.81 | $ | 17.29 | ^(1)^ |
PORTFOLIO AND INVESTMENTACTIVITY
For the three months ended June 30, 2020, the Company invested $49.2 million in 16 portfolio companies across 10 different industries. New investments were primarily driven by fundings to existing portfolio companies. The Company had $67.1 million of principal repayments and sales in the quarter. On a net basis, our investments in the quarter totaled $(17.9) million.
Investment Activity for the QuarterEnded June 30, 2020:
| ($ in millions) | Q2 2020 | **** | Q1 2020 | ||
|---|---|---|---|---|---|
| Investment Fundings | $ | 49.2 | $ | 276.1 | |
| Sales and Repayments | $ | 67.1 | $ | 180.7 | |
| Net Investment Activity | $ | (17.9 | ) | $ | 95.4 |
As of June 30, 2020, the Company’s investment portfolio had a fair value of $2,476.0 million, comprised of investments in 109 portfolio companies operating across 30 different industries.
Investment Portfolio at Fair Value asof June 30, 2020:
| Investment Type | in<br> Millions | % of Total | **** | |
|---|---|---|---|---|
| First Lien Senior Secured Loans | 86.7 | % | ||
| First Lien Last Out Loans | 0.9 | |||
| Second Lien Senior Secured Loans | 6.3 | |||
| Subordinated Debt | 0.6 | |||
| Equity Interest | 4.6 | |||
| Preferred Equity | 0.9 | |||
| Warrants | 0.0 | |||
| Total | 100.0 | % |
All values are in US Dollars.
As of June 30, 2020, the weighted average yield on the investment portfolio at amortized cost and fair value were 6.6% and 6.9%, respectively.^(3)^ 99.2% of the Company’s debt investments at fair value were in floating rate securities.
As of June 30, 2020, two portfolio companies were on non-accrual status, representing 1.8% and 1.1% of the total investment portfolio at cost and fair value, respectively.
RESULTS OF OPERATIONS
For the three months ended June 30, 2020 and March 31, 2020, total investment income was $47.9 million and $51.5 million, respectively. The decrease in investment income was primarily driven by a decrease in interest income due to a decrease in the applicable London Interbank Offered Rate (LIBOR).
Total expenses before taxes for the three months ended June 30, 2020 and March 31, 2020 were $27.9 million and $29.0 million, respectively. The decrease was primarily driven by lower interest and debt financing expenses and lower other operating expenses.
Net investment income after taxes for the three months ended June 30, 2020 and March 31, 2020 was $20.0 million, or $0.37 per share and $22.5 million or $0.44 per share, respectively.
During the three months ended June 30, 2020, the Company had net realized and unrealized gains of $1.8 million.
Net increase in net assets resulting from operations for the three months ended June 30, 2020 was $21.8 million, or $0.40 per share.
CAPITAL AND LIQUIDITY
As of June 30, 2020, the Company had total principal debt outstanding of $1,550.2 million, including $323.3 million outstanding in the Company’s revolving credit facility with Goldman Sachs Bank USA (the “BCSF Revolving Credit Facility”), $312.4 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 2023 Notes.
For the three months ended June 30, 2020, the weighted average interest rate on debt outstanding was 3.7%, as compared to 4.1% for the three months ended March 31, 2020.
As of June 30, 2020, the Company had cash and cash equivalents (including foreign cash) of $76.7 million and $364.3 million of aggregate capacity under its credit facilities, including $176.7 million in the BCSF Revolving Credit Facility, $137.6 million in the JPM Credit Facility and $50.0 million in the Revolving Advisor Loan. As of June 30, 2020, the Company had $119.1 million of undrawn investment commitments.
As of June 30, 2020, the Company’s debt-to-equity and debt-to-equity (net of cash) ratios were 1.52x and 1.42x, respectively. These leverage ratios were down significantly quarter-over-quarter primarily driven by the equity capital raised in the rights offering; as of March 31, 2020, the Company’s debt-to-equity and debt-to-equity (net of cash) ratios were 1.86x and 1.78x, respectively.
As of June 30, 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 8:00 a.m. Eastern Time on August 6, 2020. Please visit BCSF’s webcast link located on the Events & Presentations page of the Investor Resources section of BCSF’s website 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 |
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| · | Conference ID: 10146185 |
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All participants will need to enter the Conference ID followed by the # sign and reference “Bain Capital Specialty Finance” 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 August 13, 2020 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 | ||||
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| · | Conference ID: 10146185 | ||||
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| Bain Capital Specialty Finance, Inc. | |||||
| --- | |||||
| Consolidated Statements of Assets and Liabilities | |||||
| (in thousands, except share and per share data) | |||||
| As of | |||||
| --- | --- | --- | --- | --- | --- |
| December 31, 2019 | |||||
| (Unaudited) | |||||
| Assets | |||||
| Investments at fair value: | |||||
| Non-controlled/non-affiliate investments (amortized cost of 2,467,545 and 2,416,854, respectively) | 2,334,972 | $ | 2,403,250 | ||
| Non-controlled/affiliate investment (amortized cost of 6,720 and 6,720, respectively) | 9,728 | 6,720 | |||
| Controlled affiliate investment (amortized cost of 136,127 and 113,689, respectively) | 131,287 | 117,085 | |||
| Cash and cash equivalents | 76,364 | 36,531 | |||
| Foreign cash (cost of 520 and 854, respectively) | 305 | 810 | |||
| Restricted cash and cash equivalents | 26,230 | 31,505 | |||
| Collateral receivable on forward currency exchange contracts | 1,604 | - | |||
| Deferred financing costs | 3,562 | 3,182 | |||
| Interest receivable on investments | 16,214 | 22,482 | |||
| Receivable for sales and paydowns of investments | 2,468 | 21,994 | |||
| Unrealized appreciation on forward currency exchange contracts | 3,070 | 1,034 | |||
| Dividend receivable | 4,214 | 961 | |||
| Total Assets | 2,610,018 | $ | 2,645,554 | ||
| Liabilities | |||||
| Debt (net of unamortized debt issuance costs of 7,876 and 4,584, respectively) | 1,542,281 | $ | 1,574,635 | ||
| Offering costs payable | 1,286 | - | |||
| Interest payable | 10,888 | 15,534 | |||
| Payable for investments purchased | 95 | 293 | |||
| Collateral payable on forward currency exchange contracts | - | 331 | |||
| Unrealized depreciation on forward currency exchange contracts | 32 | 1,252 | |||
| Base management fee payable | 8,640 | 7,265 | |||
| Incentive fee payable | - | 4,513 | |||
| Accounts payable and accrued expenses | 3,892 | 2,155 | |||
| Distributions payable | 21,951 | 21,176 | |||
| Total Liabilities | 1,589,065 | 1,627,154 | |||
| Commitments and Contingencies | |||||
| Net Assets | |||||
| Preferred stock, 0.001 par value per share, 10,000,000,000 shares<br> authorized, none issued and outstanding as of June 30, 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 June 30, 2020 and December 31, 2019, respectively | 65 | 52 | |||
| Paid in capital in excess of par value | 1,166,685 | 1,038,343 | |||
| Total distributable earnings (loss) | (145,797 | ) | (19,995 | ) | |
| Total Net Assets | 1,020,953 | 1,018,400 | |||
| Total Liabilities and Total Net assets | 2,610,018 | $ | 2,645,554 | ||
| Net asset value per share | 15.81 | $ | 19.72 |
All values are in US Dollars.
| Bain Capital Specialty Finance, Inc. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Statements of Operations | ||||||||||||
| (in thousands, except share and per share data) | ||||||||||||
| (Unaudited) | ||||||||||||
| For<br> the Three Months Ended<br><br> June 30, | For<br> the Three Months Ended<br><br> June 30, | For<br> the Six Months Ended <br><br> June 30, | For<br> the Six Months Ended<br><br> June 30, | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Income | ||||||||||||
| Investment income from non-controlled/non-affiliate<br> investments: | ||||||||||||
| Interest from<br> investments | $ | 44,147 | $ | 44,938 | $ | 92,018 | $ | 75,326 | ||||
| Dividend income | 681 | - | 714 | 16 | ||||||||
| Other<br> income | 59 | 369 | 499 | 391 | ||||||||
| Total investment income from<br> non-controlled/non-affiliate investments | 44,887 | 45,307 | 93,231 | 75,733 | ||||||||
| Investment income from controlled<br> affiliate investments: | ||||||||||||
| Interest from investments | 738 | 135 | 1,510 | 242 | ||||||||
| Dividend income | 2,246 | 5,152 | 4,626 | 14,510 | ||||||||
| Other<br> income | - | 4 | - | 4 | ||||||||
| Total<br> investment income from controlled affiliate investments | 2,984 | 5,291 | 6,136 | 14,756 | ||||||||
| Total<br> investment income | 47,871 | 50,598 | 99,367 | 90,489 | ||||||||
| Expenses | ||||||||||||
| Interest and debt financing<br> expenses | 17,312 | 16,619 | 35,188 | 27,165 | ||||||||
| Base management fee | 8,639 | 7,983 | 17,365 | 14,734 | ||||||||
| Incentive fee | - | 4,490 | - | 8,575 | ||||||||
| Professional fees | 643 | 275 | 1,613 | 826 | ||||||||
| Directors fees | 171 | 106 | 346 | 211 | ||||||||
| Other<br> general and administrative expenses | 1,084 | 1,587 | 2,333 | 2,430 | ||||||||
| Total<br> expenses before fee waivers | 27,849 | 31,060 | 56,845 | 53,941 | ||||||||
| Base management fee waiver | - | (1,617 | ) | - | (3,867 | ) | ||||||
| Incentive<br> fee waiver | - | - | - | (1,982 | ) | |||||||
| Total<br> expenses, net of fee waivers | 27,849 | 29,443 | 56,845 | 48,092 | ||||||||
| Net<br> investment income | 20,022 | 21,155 | 42,522 | 42,397 | ||||||||
| Net realized and unrealized<br> gains (losses) | ||||||||||||
| Net realized gain (loss)<br> on non-controlled/non-affiliate investments | 52 | (571 | ) | (10,404 | ) | (1,421 | ) | |||||
| Net realized gain on controlled<br> affiliate investments | - | 265 | - | 265 | ||||||||
| Net realized gain (loss)<br> on foreign currency transactions | 66 | (318 | ) | (349 | ) | (312 | ) | |||||
| Net realized gain on forward<br> currency exchange contracts | 5,097 | 7,063 | 6,602 | 10,696 | ||||||||
| Net change in unrealized<br> appreciation (depreciation) on foreign currency translation | 104 | 499 | (105 | ) | 300 | |||||||
| Net change in unrealized<br> appreciation (depreciation) on forward currency exchange contracts | (9,865 | ) | (5,866 | ) | 3,256 | (9,149 | ) | |||||
| Net change in unrealized<br> appreciation (depreciation) on non-controlled/non-affiliate investments | 10,418 | 275 | (118,969 | ) | 14,642 | |||||||
| Net change in unrealized<br> appreciation on non-controlled/affiliate investments | 3,008 | - | 3,008 | - | ||||||||
| Net<br> change in unrealized appreciation (depreciation) on controlled affiliate investments | (7,130 | ) | (3,280 | ) | (8,236 | ) | 1,116 | |||||
| Total<br> net gains (losses) | 1,750 | (1,933 | ) | (125,197 | ) | 16,137 | ||||||
| Net increase<br> (decrease) in net assets resulting from operations | $ | 21,772 | $ | 19,222 | $ | (82,675 | ) | $ | 58,534 | |||
| Basic and diluted net investment income per common<br> share | $ | 0.37 | $ | 0.41 | $ | 0.81 | $ | 0.82 | ||||
| Basic and diluted increase in net assets resulting<br> from operations per common share | $ | 0.40 | $ | 0.37 | $ | (1.57 | ) | $ | 1.14 | |||
| Basic and diluted weighted average common shares<br> outstanding | 53,778,239 | 51,629,544 | 52,714,025 | 51,556,248 |
Endnotes
| (1) | Adjusted net asset value per share is a non-GAAP measure and is provided in addition to, but not<br>as a substitute for, net asset value per share. Adjusted net asset value per share represents the dilution impact of the rights<br>offering. As of March 31, 2020, adjusted and GAAP net asset value per share was $15.82 and $17.29, respectively. BCSF believes<br>this non-GAAP financial measure is useful to investors as an additional tool to evaluate the quarter-over-quarter effect of the<br>rights offering that occurred during the quarter ended June 30, 2020. |
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| (2) | The third quarter dividend is payable on October 30, 2020 to holders of record as of September 30,<br>2020. |
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| (3) | Information as of June 30, 2020. Weighted average yields are computed as (a) the annual<br>stated interest rate or yield earned on the relevant accruing debt and other income producing securities, divided by (b) the<br>total relevant investments at amortized cost or at fair value, as applicable. |
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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 June 30, 2020, BCSF has invested approximately $3,704.7 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
Media Contact:
Charlyn Lusk
Tel. +1 646 502 3549