8-K
Bain Capital Specialty Finance, Inc. (BCSF)
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): May 5, 2025
BAIN CAPITAL SPECIALTY FINANCE, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 814-01175 | 81-2878769 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 200 Clarendon Street<br> <br>37th Floor | ||
| --- | --- | |
| Boston, Massachusetts | 02116 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (617) 516-2000
(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:
| ☐ | 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | BCSF | New York Stock Exchange |
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 5, 2025, Bain Capital Specialty Finance, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2025. 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 May 5, 2025, the Company issued a press release announcing the declaration of a second fiscal quarter 2025 dividend of $0.42 per share and an additional dividend of $0.03 per share that was previously announced on February 27, 2025. The second fiscal quarter 2025 dividend of $0.42 per share and the additional dividend of $0.03 per share are for stockholders of record as of June 16, 2025 and payable on June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| 99.1 | Press Release, dated May 5, 2025. |
|---|---|
| 104 | Cover page interactive data file (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BAIN CAPITAL SPECIALTY FINANCE, INC. | ||
|---|---|---|
| Date: May 5, 2025 | By: | /s/ Jessica Yeager |
| Name: Jessica Yeager | ||
| Title: Vice President |
EX-99.1
Exhibit 99.1
Bain Capital Specialty Finance, Inc. Announces March 31, 2025 Financial Results and Declares Second Quarter2025 Dividend of $0.42 per Share
BOSTON – May 5, 2025 – Bain Capital Specialty Finance, Inc. (NYSE: BCSF, the “Company”, “our” or “we”) today announced financial results for the first quarter ended March 31, 2025, and that its Board of Directors (the “Board”) has declared a dividend of $0.42 per share for the second quarter of 2025 and an additional dividend of $0.03 per share that was previously announced.
“BCSF’s first quarter results represent a strong start to the year driven by high net investment income, stable net asset value and continued solid credit performance,” said Michael Ewald, Chief Executive Officer of BCSF. “We believe the Company is well-positioned to navigate potential market volatility given our diversified portfolio of predominantly first lien senior secured loans, balance sheet strength, and our global team’s deep experience and disciplined investment approach.”
QUARTERLY HIGHLIGHTS
| • | Net investment income (NII) per share was $0.50, equating to an annualized NII yield on book value of 11.3%^(1)^; |
|---|---|
| • | Net income per share was $0.44, equating to an annualized return on book value of 10.0%^(1)^; |
| --- | --- |
| • | Net asset value per share as of March 31, 2025 was $17.64, as compared to $17.65 as of<br>December 31, 2024; |
| --- | --- |
| • | Gross and net investment fundings were $277.2 million and $30.8 million, respectively; ending net debt-to-equity was 1.17x, as compared to 1.13x as of December 31, 2024^(2)^; |
| --- | --- |
| • | Investments on non-accrual represented 1.4% and 0.7% of the total<br>investment portfolio at amortized cost and fair value, respectively, as of March 31, 2025; |
| --- | --- |
| • | During the quarter, the Company closed an offering of $350.0 million aggregate principal amount of 5.950%<br>unsecured notes due 2030 (the “March 2030 Notes”). In connection with the March 2030 Notes, the Company entered into an interest rate swap agreement to receive a fixed interest rate of 5.950% per annum and pay a floating interest rate of<br>SOFR plus 1.90% per annum; and |
| --- | --- |
| • | Subsequent to quarter-end, the Company’s Board of Directors declared<br>a dividend of $0.42 per share for the second quarter of 2025 payable to stockholders of record as of June 16, 2025. The Board of Directors previously announced an additional dividend of $0.03 per share payable to stockholders of record as of<br>June 16, 2025^(3)^. |
| --- | --- |
SELECTED FINANCIAL HIGHLIGHTS
| ($ in millions, unless otherwise noted) | Q1 2025 | Q4 2024 | ||
|---|---|---|---|---|
| Net investment income per share | $ | 0.50 | $ | 0.52 |
| Net investment income | $ | 32.1 | $ | 33.6 |
| Earnings per share | $ | 0.44 | $ | 0.34 |
| Dividends per share declared and payable | $ | 0.45 | $ | 0.45 |
| ($ in millions, unless otherwise noted) | As ofMarch 31, 2025 | As ofDecember 31, 2024 | ||
| --- | --- | --- | --- | --- |
| Total fair value of investments | $ | 2,464.9 | $ | 2,431.2 |
| Total assets | $ | 2,642.3 | $ | 2,632.2 |
| Total net assets | $ | 1,144.5 | $ | 1,139.7 |
| Net asset value per share | $ | 17.64 | $ | 17.65 |
PORTFOLIO AND INVESTMENT ACTIVITY
For the three months ended March 31, 2025, the Company invested $277.2 million in 89 portfolio companies, including $140.3 million in 13 new companies, $134.4 million in 75 existing companies and $2.5 million in SLP. The Company had $246.4 million of principal repayments and sales in the quarter, resulting in net investment fundings of $30.8 million.
Investment Activity for the Quarter Ended March 31, 2025:
| ($ in millions) | Q1 2025 | Q4 2024 | ||
|---|---|---|---|---|
| Investment Fundings | $ | 277.2 | $ | 547.8 |
| Sales and Repayments | $ | 246.4 | $ | 505.1 |
| Net Investment Activity | $ | 30.8 | $ | 42.7 |
As of March 31, 2025, the Company’s investment portfolio had a fair value of $2,464.9 million, comprised of investments in 175 portfolio companies operating across 29 different industries.
Investment Portfolio at Fair Value as of March 31, 2025:
| Investment Type | in Millions | % of Total | ||
|---|---|---|---|---|
| First Lien Senior Secured Loan | 64.2 | % | ||
| Second Lien Senior Secured Loan | 0.8 | |||
| Subordinated Debt | 3.4 | |||
| Preferred Equity | 6.7 | |||
| Equity Interest | 9.2 | |||
| Warrants | 0.0 | |||
| Investment Vehicles | 15.7 | |||
| Subordinated Note in ISLP | 7.7 | |||
| Equity Interest in ISLP | 2.2 | |||
| Subordinated Note in SLP | 5.6 | |||
| Preferred and Equity Interest in SLP | 0.2 | |||
| Total | **** | 100.0 | % |
All values are in US Dollars.
As of March 31, 2025, the weighted average yield on the investment portfolio at amortized cost and fair value were 11.5% and 11.5%, respectively, as compared to 11.7% and 11.8%, respectively, as of December 31, 2024^(4)(5)^. 93.2% of the Company’s debt investments at fair value were in floating rate securities.
As of March 31, 2025, four portfolio companies were on non-accrual status, representing 1.4% and 0.7% of the total investment portfolio at amortized cost and fair value, respectively.
As of March 31, 2025, ISLP’s investment portfolio had an aggregate fair value of $657.9 million, comprised of investments in 34 portfolio companies operating across 15 different industries. The investment portfolio on a fair value basis was comprised of 96.5% first lien senior secured loans, 0.8% second lien senior secured loans and 2.7% equity interests. 100% of ISLP’s debt investments at fair value were in floating rate securities.
As of March 31, 2025, SLP’s investment portfolio had an aggregate fair value of $1,424.6 million, comprised of investments in 98 portfolio companies operating across 26 different industries. The investment portfolio on a fair value basis was comprised of 99.6% first lien senior secured loans and 0.4% second lien senior secured loans. 100% of SLP’s debt investments at fair value were in floating rate securities.^^
RESULTS OF OPERATIONS
For the three months ended March 31, 2025 and December 31, 2024, total investment income was $66.8 million and $73.3 million, respectively.
Total expenses (before taxes) for the three months ended March 31, 2025 and December 31, 2024 were $33.7 million and $38.4 million, respectively.
Net investment income for the three months ended March 31, 2025 and December 31, 2024 was $32.1 million or $0.50 per share and $33.6 million or $0.52 per share, respectively.
During the three months ended March 31, 2025, the Company had net realized and unrealized losses of $3.6 million.
Net increase in net assets resulting from operations for the three months ended March 31, 2025 was $28.5 million, or $0.44 per share.
CAPITAL AND LIQUIDITY
As of March 31, 2025, the Company had total principal debt outstanding of $1,458.5 million, including $156.0 million outstanding in the Company’s Sumitomo Credit Facility, $352.5 million outstanding of the debt issued through BCC Middle Market CLO 2019-1 LLC, $300.0 million outstanding in the Company’s senior unsecured notes due March 2026, $300.0 million outstanding in the Company’s senior unsecured notes due October 2026, and $350.0 million outstanding in the Company’s senior unsecured notes due March 2030.
For the three months ended March 31, 2025, the weighted average interest rate on debt outstanding was 4.8%, as compared to 5.1% for the three months ended December 31, 2024.
As of March 31, 2025, the Company had cash and cash equivalents (including foreign cash) of $38.4 million, restricted cash and cash equivalents of $55.6 million, $30.3 million of unsettled trades, net of receivables and payables of investments, and $699.0 million of capacity under its Sumitomo Credit Facility. As of March 31, 2025, the Company had $544.6 million of undrawn investment commitments.
As of March 31, 2025, the Company’s debt-to-equity and net debt-to-equity ratios were 1.27x and 1.17x, respectively, as compared to 1.22x and 1.13x, respectively, as of December 31, 2024^(2)^.
Endnotes
| (1) | Net investment income yields and net income returns are calculated on average net assets, or book value, for<br>the respective periods shown. |
|---|---|
| (2) | Net debt-to-equity represents<br>principal debt outstanding less cash and cash equivalents and unsettled trades, net of receivables and payables of investments. |
| --- | --- |
| (3) | The second quarter dividend is payable on June 30, 2025 to stockholders of record as of June 16,<br>2025. |
| --- | --- |
| (4) | The weighted average yield is computed as (a) the annual stated interest rate or yield earned on the<br>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 or fair value.<br>The weighted average yield does not represent the total return to our stockholders. |
| --- | --- |
| (5) | For non-stated rate income producing investments, computed based on<br>(a) the dividend or interest income earned for the respective trailing twelve months ended on the measurement date, divided by (b) the ending amortized cost or fair value, as applicable. In instances where historical dividend or interest<br>income data is not available or not representative for the trailing twelve months ended, the dividend or interest income is annualized. |
| --- | --- |
CONFERENCE CALL INFORMATION
A conference call to discuss the Company’s financial results will be held live at 8:30 a.m. Eastern Time on May 6, 2025. Please visit BCSF’s webcast link located on the Events & Presentations page of the Investor Resources section of BCSF’s website at http://www.baincapitalspecialtyfinance.com for a slide presentation that complements the Earnings Conference Call.
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share data)
| As of | |||
|---|---|---|---|
| December 31,2024 | |||
| Assets | |||
| Investments at fair value: | |||
| Non-controlled/non-affiliate<br>investments (amortized cost of 1,799,763 and 1,784,019, respectively) | 1,813,479 | $ | 1,773,742 |
| Non-controlled/affiliate investments (amortized cost of<br>74,926 and 77,269, respectively) | 71,524 | 75,733 | |
| Controlled affiliate investments (amortized cost of 581,375 and 585,702, respectively) | 579,942 | 581,714 | |
| Cash and cash equivalents | 10,168 | 51,562 | |
| Foreign cash (cost of 28,476 and 2,640, respectively) | 28,188 | 1,963 | |
| Restricted cash and cash equivalents | 55,609 | 45,541 | |
| Collateral on derivatives | 2,900 | 9,755 | |
| Deferred financing costs | 4,333 | 4,591 | |
| Interest receivable on investments | 31,061 | 39,164 | |
| Interest rate swap | 5,371 | — | |
| Receivable for sales and paydowns of investments | 32,186 | 37,760 | |
| Prepaid insurance | — | 197 | |
| Unrealized appreciation on forward currency exchange contracts | 1,471 | 4,690 | |
| Dividend receivable | 6,083 | 5,745 | |
| Total Assets | 2,642,315 | $ | 2,632,157 |
| Liabilities | |||
| Debt (net of unamortized debt issuance costs of 12,588 and 4,929, respectively) | 1,451,204 | 1,390,270 | |
| Interest payable | 11,610 | 13,860 | |
| Payable for investments purchased | 1,917 | 29,490 | |
| Collateral payable on derivatives | 6,000 | — | |
| Unrealized depreciation on forward currency exchange contracts | 39 | 1,185 | |
| Base management fee payable | 9,068 | 9,160 | |
| Incentive fee payable | 2,222 | 4,696 | |
| Accounts payable and accrued expenses | 15,751 | 14,771 | |
| Distributions payable | — | 29,053 | |
| Total Liabilities | 1,497,811 | 1,492,485 | |
| Commitments and Contingencies (See Note 10) | |||
| Net Assets | |||
| Common stock, par value 0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized,<br>64,868,507 and 64,562,265 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | 65 | 65 | |
| Paid in capital in excess of par value | 1,164,045 | 1,159,493 | |
| Total distributable loss | (19,606 | (19,886 | |
| Total Net Assets | 1,144,504 | 1,139,672 | |
| Total Liabilities and Total Net Assets | 2,642,315 | 2,632,157 | |
| Net asset value per share | 17.64 | $ | 17.65 |
All values are in US Dollars.
See Notes to Consolidated Financial Statements
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Operations
(in thousands, except share and per share data)
(Unaudited)
| For the Three Months EndedMarch 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Income | ||||||
| Investment income from<br>non-controlled/non-affiliate investments: | ||||||
| Interest from investments | $ | 41,672 | $ | 43,849 | ||
| Dividend income | 1,725 | — | ||||
| PIK income | 6,606 | 5,067 | ||||
| Other income | 2,833 | 5,255 | ||||
| Total investment income from<br>non-controlled/non-affiliate investments | 52,836 | 54,171 | ||||
| Investment income from non-controlled/affiliate<br>investments: | ||||||
| Interest from investments | 8 | 2,581 | ||||
| Dividend income | — | 821 | ||||
| PIK income | 17 | 315 | ||||
| Other income | 42 | — | ||||
| Total investment income from non-controlled/affiliate<br>investments | 67 | 3,717 | ||||
| Investment income from controlled affiliate investments: | ||||||
| Interest from investments | 9,148 | 9,165 | ||||
| Dividend income | 4,786 | 7,446 | ||||
| PIK income | 2 | — | ||||
| Total investment income from controlled affiliate investments | 13,936 | 16,611 | ||||
| Total investment income | 66,839 | 74,499 | ||||
| Expenses | ||||||
| Interest and debt financing expenses | 18,904 | 18,056 | ||||
| Base management fee | 9,068 | 8,818 | ||||
| Incentive fee | 2,222 | 9,232 | ||||
| Professional fees | 714 | 801 | ||||
| Directors fees | 174 | 174 | ||||
| Other general and administrative expenses | 2,571 | 2,443 | ||||
| Total expenses, net of fee waivers | 33,653 | 39,524 | ||||
| Net investment income before taxes | 33,186 | 34,975 | ||||
| Income tax expense, including excise tax | 1,076 | 1,025 | ||||
| Net investment income | 32,110 | 33,950 | ||||
| Net realized and unrealized gains (losses) | ||||||
| Net realized loss on<br>non-controlled/non-affiliate investments | (20,986 | ) | (2,536 | ) | ||
| Net realized gain (loss) on non-controlled/affiliate<br>investments | (2,967 | ) | 4,719 | |||
| Net realized gain (loss) on foreign currency transactions | (249 | ) | 23 | |||
| Net realized gain (loss) on forward currency exchange contracts | (2,405 | ) | 1,727 | |||
| Net change in unrealized appreciation on foreign currency translation | 435 | (208 | ) | |||
| Net change in unrealized appreciation on forward currency exchange contracts | (2,073 | ) | 1,241 | |||
| Net change in unrealized appreciation on non-controlled/non-affiliate investments | 23,993 | 10,558 | ||||
| Net change in unrealized appreciation on<br>non-controlled/affiliate investments | (1,866 | ) | (13,358 | ) | ||
| Net change in unrealized appreciation on controlled affiliate investments | 2,555 | (1,021 | ) | |||
| Total net gain (loss) | (3,563 | ) | 1,145 | |||
| Net increase in net assets resulting from operations | $ | 28,547 | $ | 35,095 | ||
| Basic and diluted net investment income per share of common stock | $ | 0.50 | $ | 0.53 | ||
| Basic and diluted increase in net assets resulting from operations per share of common<br>stock | $ | 0.44 | $ | 0.55 | ||
| Basic and diluted weighted average common stock outstanding | 64,676,192 | 64,562,265 |
See Notes to Consolidated Financial Statements
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 March 31, 2025, BCSF has invested approximately $9,060.8 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. (212) 803-9613
investors@baincapitalbdc.com
Media Contact:
Charlyn Lusk
Tel. (646) 502-3549
clusk@stantonprm.com