8-K
Bain Capital Specialty Finance, Inc. (BCSF)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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):February 27, 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>of Incorporation) | (Commission File Number) | (IRS Employer<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>Symbol(s) | Name of each exchange 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 February 27, 2025, Bain Capital Specialty Finance, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2024. 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 27, 2025, the Company issued a press release announcing the declaration of a first fiscal quarter 2025 dividend of $0.42 per share and additional dividends totaling $0.12 per share for 2025, to be distributed in four consecutive quarterly payments of $0.03 per share per quarter. The first fiscal quarter 2025 dividend of $0.42 per share and the first additional dividend of $0.03 per share are for stockholders of record as of March 17, 2025 and payable on March 31, 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 February 27, 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: | February 27, 2025 | By: | /s/ Jessica Yeager |
| Name: Jessica Yeager<br>Title: Vice President |
EX-99.1
Exhibit 99.1
Bain Capital Specialty Finance, Inc. Announces December 31, 2024 Financial Results and Declares First Quarter 2025 Dividend of $0.42 per Share and Additional Dividends Totaling $0.12 per Share for 2025
BOSTON – February 27, 2025– Bain Capital Specialty Finance, Inc. (NYSE: BCSF, the “Company”, “our” or “we”) today announced financial results for the fourth quarter and fiscal year ended December 31, 2024, and that its Board of Directors (the “Board”) has declared a dividend of $0.42 per share for the first quarter of 2025 and has also declared additional dividends totaling $0.12 per share for 2025.
“BCSF delivered strong quarterly and full year 2024 results as we continued to benefit from high net investment income and stable credit performance, supported by an active year of investment activity where we saw record originations,” said Michael Ewald, Chief Executive Officer of BCSF. “As a result of our strong performance, we are pleased to announce another year of additional dividends for our shareholders. Looking ahead in 2025, we believe the Company is well positioned to continue to source and execute attractive middle market investment opportunities and drive further value for our shareholders.”
QUARTERLY HIGHLIGHTS
- Net investment income (NII) per share was $0.52, equating to an annualized NII yield on book value of 11.8%(1);
- Net income per share was $0.34, equating to an annualized return on book value of 7.8%(1); Net asset value per share as of December 31, 2024 was $17.65, as compared to $17.76 as of September 30, 2024;
- Gross and net investment fundings were $547.8 million and $42.7 million, respectively; ending net debt-to-equity was 1.13x, as compared to 1.09x as of September 30, 2024(2);
- Investments on non-accrual represented 1.3% and 0.2% of the total investment portfolio at amortized cost and fair value, respectively, as of December 31, 2024;
- Subsequent to quarter-end, the Company’s Board of Directors declared a dividend of $0.42 per share for the first quarter of 2025 payable to stockholders of record as of March 17, 2025 and has also declared additional dividends totaling $0.12 per share for 2025, to be distributed in four consecutive quarterly payments of $0.03 per share per quarter. The first additional dividend is payable to stockholders of record as of March 17, 2025(3); and
- On February 6, 2025, the Company closed an offering of $350.0 million aggregate principal amount of 5.950% unsecured notes due 2030. The net proceeds of the offering were primarily used to repay outstanding secured indebtedness under its financing arrangements and for general corporate purposes.
SELECTED FINANCIAL HIGHLIGHTS
| ($ in millions, unless otherwise noted) | Q4 2024 | Q3 2024 | ||
|---|---|---|---|---|
| Net investment income per share | $ | 0.52 | $ | 0.53 |
| Net investment income | $ | 33.6 | $ | 34.0 |
| Earnings per share | $ | 0.34 | $ | 0.51 |
| Dividends per share declared and payable | $ | 0.45 | $ | 0.45 |
| ($ in millions, unless otherwise noted) | As of<br>December 31, 2024 | As of<br>September 30, 2024 | ||
| --- | --- | --- | --- | --- |
| Total fair value of investments | $ | 2,431.2 | $ | 2,408.0 |
| Total assets | $ | 2,632.2 | $ | 2,543.7 |
| Total net assets | $ | 1,139.7 | $ | 1,146.6 |
| Net asset value per share | $ | 17.65 | $ | 17.76 |
PORTFOLIO AND INVESTMENT ACTIVITY
For the three months ended December 31, 2024, the Company invested $547.8 million in 88 portfolio companies, including $317.3 million in 15 new companies and $230.5 million in 73 existing companies. The Company had $505.1 million of principal repayments and sales in the quarter, resulting in net investment fundings of $42.7 million.
Investment Activity for the Quarter Ended December 31, 2024:
| ($ in millions) | Q4 2024 | Q3 2024 | ||
|---|---|---|---|---|
| Investment Fundings | $ | 547.8 | $ | 413.1 |
| Sales and Repayments | $ | 505.1 | $ | 248.0 |
| Net Investment Activity | $ | 42.7 | $ | 165.1 |
As of December 31, 2024, the Company’s investment portfolio had a fair value of $2,431.2 million, comprised of investments in 168 portfolio companies operating across 30 different industries.
Investment Portfolio at Fair Value as of December 31, 2024:
| Investment Type | in Millions | % of Total | |||
|---|---|---|---|---|---|
| First Lien Senior Secured Loan | 64.1 | % | |||
| Second Lien Senior Secured Loan | 1.2 | ||||
| Subordinated Debt | 2.2 | ||||
| Preferred Equity | 7.0 | ||||
| Equity Interest | 9.5 | ||||
| Warrants | 0.0 | ||||
| Investment Vehicles | 16.0 | ||||
| Subordinated Note in ISLP | 7.8 | ||||
| Equity Interest in ISLP | 2.3 | ||||
| Subordinated Note in SLP | 6.1 | ||||
| Preferred and Equity Interest in SLP | ) | (0.2 | ) | ||
| Total | 100 | % |
All values are in US Dollars.
As of December 31, 2024, the weighted average yield on the investment portfolio at amortized cost and fair value were 11.7% and 11.8%, respectively, as compared to 12.1% and 12.1%, respectively, as of September 30, 2024(4). 92% of the Company’s debt investments at fair value were in floating rate securities.
As of December 31, 2024, five portfolio companies were on non-accrual status, representing 1.3% and 0.2% of the total investment portfolio at amortized cost and fair value, respectively.
As of December 31, 2024, ISLP’s investment portfolio had an aggregate fair value of $655.8 million, comprised of investments in 35 portfolio companies operating across 15 different industries. The investment portfolio on a fair value basis was comprised of 96.6% first lien senior secured loans, 0.8% second lien senior secured loans and 2.6% equity interests. 100% of ISLP’s debt investments at fair value were in floating rate securities.
As of December 31, 2024, SLP’s investment portfolio had an aggregate fair value of $1,399.2 million, comprised of investments in 100 portfolio companies operating across 27 different industries. The investment portfolio on a fair value basis was comprised of 99.4% first lien senior secured loans, 0.4% second lien senior secured loans and 0.2% equity interests. 99.9% of SLP’s debt investments at fair value were in floating rate securities.
RESULTS OF OPERATIONS
For the three months ended December 31, 2024 and September 30, 2024, total investment income was $73.3 million and $72.5 million, respectively.
Total expenses (before taxes) for the three months ended December 31, 2024 and September 30, 2024 were $38.4 million and $37.5 million, respectively.
Net investment income for the three months ended December 31, 2024 and September 30, 2024 was $33.6 million or $0.52 per share and $34.0 million or $0.53 per share, respectively.
During the three months ended December 31, 2024, the Company had net realized and unrealized losses of $11.5 million.
Net increase in net assets resulting from operations for the three months ended December 31, 2024 was $22.1 million, or $0.34 per share.
CAPITAL AND LIQUIDITY
As of December 31, 2024, the Company had total principal debt outstanding of $1,395.2 million, including $442.7 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 and $300.00 million outstanding in the Company’s senior unsecured notes due October 2026.
For the three months ended December 31, 2024, the weighted average interest rate on debt outstanding was 5.1%, as compared to 5.1% for the three months ended September 30, 2024.
As of December 31, 2024, the Company had cash and cash equivalents (including foreign cash) of $53.5 million, restricted cash and cash equivalents of $45.5 million, $8.3 million of unsettled trades, net of receivables and payables of investments, and $412.3 million of capacity under its Sumitomo Credit Facility. As of December 31, 2024, the Company had $560.9 million of undrawn investment commitments.
On February 6, 2025, the Company closed an offering of $350.0 million aggregate principal amount of 5.950% unsecured notes due 2030. The net proceeds of the offering were primarily used to repay outstanding secured indebtedness under its financing arrangements and for general corporate purposes.
As of December 31, 2024, the Company’s debt-to-equity and net debt-to-equity ratios were 1.22x and 1.13x, respectively, as compared to 1.14x and 1.09x, respectively, as of September 30, 2024(2).
Endnotes
Net investment income yields and net income returns are calculated on average net assets, or book value, for the respective periods shown.
Net debt-to-equity represents principal debt outstanding less cash and cash equivalents and unsettled trades, net of receivables and payables of investments.
The first quarter dividend is payable on March 31, 2025 to stockholders of record as of March 17, 2025.
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 or fair value. The weighted average yield does not represent the total return to our stockholders.
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 February 28, 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.
Participants are also invited to access the conference call by dialing one of the following numbers:
- Domestic: 1-800-267-6316
- International: 1-203-518-9783
- Conference ID: BAIN
All participants will need to reference “Bain Capital Specialty Finance - Fourth Quarter and Fiscal Year Ended December 31, 2024 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 7, 2025 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: 11158241
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share data)
| As of | |||||
|---|---|---|---|---|---|
| December 31, 2023 | |||||
| Assets | |||||
| Investments at fair value: | |||||
| Non-controlled/non-affiliate investments (amortized cost of 1,784,019 and 1,615,061, respectively) | 1,773,742 | $ | 1,593,360 | ||
| Non-controlled/affiliate investments (amortized cost of 77,269 and 132,650, respectively) | 75,733 | 147,971 | |||
| Controlled affiliate investments (amortized cost of 585,702 and 554,123, respectively) | 581,714 | 557,012 | |||
| Cash and cash equivalents | 51,562 | 42,995 | |||
| Foreign cash (cost of 2,640 and 6,865, respectively) | 1,963 | 6,405 | |||
| Restricted cash and cash equivalents | 45,541 | 63,084 | |||
| Collateral on forward currency exchange contracts | 9,755 | 7,613 | |||
| Deferred financing costs | 4,591 | 2,802 | |||
| Interest receivable on investments | 39,164 | 37,169 | |||
| Receivable for sales and paydowns of investments | 37,760 | 4,310 | |||
| Prepaid insurance | 197 | 210 | |||
| Unrealized appreciation on forward currency exchange contracts | 4,690 | — | |||
| Dividend receivable | 5,745 | 9,417 | |||
| Total Assets | 2,632,157 | $ | 2,472,348 | ||
| Liabilities | |||||
| Debt (net of unamortized debt issuance costs of 4,929 and 7,567, respectively) | 1,390,270 | $ | 1,255,933 | ||
| Interest payable | 13,860 | 13,283 | |||
| Payable for investments purchased | 29,490 | 11,453 | |||
| Unrealized depreciation on forward currency exchange contracts | 1,185 | 2,260 | |||
| Base management fee payable | 9,160 | 8,929 | |||
| Incentive fee payable | 4,696 | 7,327 | |||
| Accounts payable and accrued expenses | 14,771 | 9,581 | |||
| Distributions payable | 29,053 | 27,116 | |||
| Total Liabilities | 1,492,485 | 1,335,882 | |||
| Commitments and Contingencies (See Note 11) | |||||
| Net Assets | |||||
| Common stock, par value 0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 64,562,265 and 64,562,265 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively | 65 | 65 | |||
| Paid in capital in excess of par value | 1,159,493 | 1,168,384 | |||
| Total distributable loss | (19,886 | ) | (31,983 | ) | |
| Total Net Assets | 1,139,672 | 1,136,466 | |||
| Total Liabilities and Total Net Assets | 2,632,157 | $ | 2,472,348 | ||
| Net asset value per share | 17.65 | $ | 17.60 |
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 Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Income | |||||||||
| Investment income from non-controlled/non-affiliate investments: | |||||||||
| Interest from investments | 179,956 | 184,921 | 138,984 | ||||||
| Dividend income | 1,958 | 62 | 634 | ||||||
| PIK income | 22,680 | 20,536 | 13,495 | ||||||
| Other income | 18,597 | 10,561 | 15,091 | ||||||
| Total investment income from non-controlled/non-affiliate investments | 223,191 | 216,080 | 168,204 | ||||||
| Investment income from non-controlled/affiliate investments: | |||||||||
| Interest from investments | 3,140 | 9,890 | 7,470 | ||||||
| Dividend income | 920 | 4,815 | 4,109 | ||||||
| PIK income | 461 | 2,308 | 1,542 | ||||||
| Total investment income from non-controlled/affiliate investments | 4,521 | 17,013 | 13,121 | ||||||
| Investment income from controlled affiliate investments: | |||||||||
| Interest from investments | 39,145 | 33,739 | 19,819 | ||||||
| Dividend income | 25,796 | 30,957 | 18,401 | ||||||
| Total investment income from controlled affiliate investments | 64,941 | 64,696 | 38,220 | ||||||
| Total investment income | 292,653 | 297,789 | 219,545 | ||||||
| Expenses | |||||||||
| Interest and debt financing expenses | 74,688 | 80,008 | 52,318 | ||||||
| Base management fee | 35,644 | 36,095 | 34,669 | ||||||
| Incentive fee | 28,872 | 25,456 | 19,572 | ||||||
| Professional fees | 3,494 | 2,561 | 2,959 | ||||||
| Directors fees | 695 | 716 | 707 | ||||||
| Other general and administrative expenses | 10,108 | 7,981 | 5,777 | ||||||
| Total expenses, net of fee waivers | 153,501 | 152,817 | 116,002 | ||||||
| Net investment income before taxes | 139,152 | 144,972 | 103,543 | ||||||
| Income tax expense, including excise tax | 4,475 | 3,357 | 837 | ||||||
| Net investment income | 134,677 | 141,615 | 102,706 | ||||||
| Net realized and unrealized gains (losses) | |||||||||
| Net realized loss on non-controlled/non-affiliate investments | (18,174 | ) | (62,903 | ) | (1,725 | ) | |||
| Net realized gain (loss) on non-controlled/affiliate investments | 7,727 | 19,006 | (1,355 | ) | |||||
| Net realized gain (loss) on foreign currency transactions | (320 | ) | (5,134 | ) | 5,292 | ||||
| Net realized gain (loss) on forward currency exchange contracts | 2,304 | (407 | ) | 20,894 | |||||
| Net realized loss on extinguishment of debt | — | — | (747 | ) | |||||
| Net change in unrealized appreciation on foreign currency translation | (251 | ) | 4,050 | (3,644 | ) | ||||
| Net change in unrealized appreciation on forward currency exchange contracts | 5,765 | (2,322 | ) | (5,259 | ) | ||||
| Net change in unrealized appreciation on non-controlled/non-affiliate investments | 11,424 | 49,524 | (50,309 | ) | |||||
| Net change in unrealized appreciation on non-controlled/affiliate investments | (16,857 | ) | (24,271 | ) | 27,190 | ||||
| Net change in unrealized appreciation on controlled affiliate investments | (6,877 | ) | 4,217 | 12,437 | |||||
| Total net gain (loss) | (15,259 | ) | (18,240 | ) | 2,774 | ||||
| Net increase in net assets resulting from operations | 119,418 | 123,375 | 105,480 | ||||||
| Basic and diluted net investment income per share of common stock | 2.09 | 2.19 | 1.59 | ||||||
| Basic and diluted increase in net assets resulting from operations per share of common stock | 1.85 | 1.91 | 1.63 | ||||||
| Basic and diluted weighted average common stock outstanding | 64,562,265 | 64,562,265 | 64,562,265 |
All values are in US Dollars.
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 December 31, 2024, BCSF has invested approximately $8,784.3 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 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