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8-K

Bain Capital Specialty Finance, Inc. (BCSF)

8-K 2021-11-03 For: 2021-11-03
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Added on April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):November 3, 2021

BAIN CAPITAL SPECIALTY FINANCE, INC.

(Exact name of Registrant as Specified in ItsCharter)

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

(Addressof Principal Executive Offices)****(ZipCode)

Registrant’s telephone number, includingarea code: (617) 516-2000

N/A

(Former Name or Former Address, if Changed SinceLast 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)
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¨ 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 November 3, 2021, Bain Capital Specialty Finance, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2021. 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 November 3, 2021, the Company issued a press release announcing the declaration of a fourth fiscal quarter 2021 dividend of $0.34 per share for stockholders of record as of December 31, 2021, payable on January 28, 2022. 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 November 3, 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: November 3, 2021 By: /s/ Michael Treisman
Name: Michael Treisman
Title: Secretary

Exhibit 99.1

Bain Capital SpecialtyFinance, Inc. Announces September 30, 2021 Financial Results and Declares Fourth Quarter 2021 Dividend of $0.34 per Share

BOSTON –November 3, 2021 – Bain Capital Specialty Finance, Inc. (NYSE: BCSF, the “Company”, “our” or “we”) today announced financial results for the third quarter ended September 30, 2021, and that its Board of Directors has declared a dividend of $0.34 per share for the fourth quarter of 2021.

“Our positive third quarter earnings results were driven by higher interest income and continued stable credit quality across our diversified portfolio,” said Michael Ewald, Chief Executive Officer of BCSF. “We also had a strong quarter of new origination activity, demonstrating the strength of Bain Capital Credit’s Private Credit Group in sourcing compelling new investment opportunities in the middle market.”

QUARTERLYHIGHLIGHTS

· Net<br> investment income per share was $0.34, as compared to $0.34 for the quarter ended June 30,<br> 2021;
· Net<br> income per share was $0.36, as compared to $0.66 for the quarter ended June 30, 2021;
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· Net<br> asset value per share as of September 30, 2021 was $17.03, as compared to $17.01 as of June<br> 30, 2021;
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· Gross<br> and net investment fundings were $286.4 million and $31.5 million, respectively. Ending debt-to-equity<br> (net of cash) ratio was 1.15x, as compared to 1.12x as of June 30, 2021;
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· No<br> investments were on non-accrual status as of September 30, 2021;
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· Subsequent<br> to quarter-end, the Company’s Board of Directors declared a dividend of $0.34 per share<br> for the fourth quarter of 2021 payable to stockholders of record as of December 31, 2021^(1)^;<br> and
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· On<br> October 13, 2021, the Company closed an offering of $300.0 million aggregate principal amount<br> of 2.55% unsecured notes due 2026. The net proceeds of the offering were primarily used to<br> pay down debt under the Company’s revolving credit facilities.
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SELECTEDFINANCIAL HIGHLIGHTS


($ in millions, unless otherwise noted) Q3 2021 Q2 2021
Net investment income per share $ 0.34 $ 0.34
Net investment income $ 21.8 $ 21.9
Earnings per share $ 0.36 $ 0.66
Dividends per share declared and payable $ 0.34 $ 0.34
($ in millions, unless otherwise noted) As of September 30, 2021 As of June 30, 2021
--- --- --- --- ---
Total fair value of investments $ 2,356.7 $ 2,319.5
Total assets $ 2,498.7 $ 2,449.3
Total net assets $ 1,099.7 $ 1,098.3
Net asset value per share $ 17.03 $ 17.01

PORTFOLIOAND INVESTMENT ACTIVITY

For the three months ended September 30, 2021, the Company invested $286.4 million in 39 portfolio companies, including $229.1 million in 10 new companies, $46.2 million in 28 existing companies and $11.1 million in the ISLP. The Company had $254.9 million of principal repayments and sales in the quarter. On a net basis, our investments in the quarter totaled $31.5 million.

For the three months ended September 30, 2021, the ISLP invested $63.5 million in five portfolio companies. The ISLP had $62.3 million of principal repayments and sales in the quarter. On a net basis, ISLP’s investments in the quarter totaled $1.2 million.

Investment Activityfor the Quarter Ended September 30, 2021:

($ in millions) Q3 2021 Q2 2021
Investment Fundings $ 286.4 $ 213.2
Sales and Repayments $ 254.9 $ 257.7
Net Investment Activity $ 31.5 $ (44.5 )

As of September 30, 2021, the Company’s investment portfolio had a fair value of $2,356.7 million, comprised of investments in 105 portfolio companies operating across 29 different industries.

Investment Portfolioat Fair Value as of September 30, 2021:

Investment Type in Millions % of Total
First Lien Senior Secured Loans 80.1 %
Second Lien Senior Secured Loans 4.9
Subordinated Debt 0.7
Equity Interest 6.8
Preferred Equity 1.4
Warrants 0.0
Investment Vehicles 6.1
Subordinated Note in ISLP 4.5
Equity Interest in ISLP 1.6
Total 100.0 %

All values are in US Dollars.

As of September 30, 2021, the weighted average yield on the investment portfolio at amortized cost and fair value were 7.5% and 7.6%, respectively, as compared to 7.5% and 7.7%, respectively, as of June 30, 2021.^(2)^ 98.9% of the Company’s debt investments at fair value were in floating rate securities.

As of September 30, 2021, no investments were on non-accrual status.

As of September 30, 2021, ISLP’s investment portfolio had an aggregate fair value of $395.8 million, comprised of investments in 23 portfolio companies operating across 10 different industries. The investment portfolio on a fair value basis was comprised of 96.7% first lien senior secured loans and 3.3% second lien senior secured loans. 100% of ISLP’s debt investments at fair value were in floating rate securities.

RESULTS OF OPERATIONS

For the three months ended September 30, 2021 and June 30, 2021, total investment income was $49.5 million and $46.5 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 September 30, 2021 and June 30, 2021 were $27.8 million and $24.6 million, respectively. The increase was primarily driven by an increase in investment advisory fees as a result of no fee waivers by the Advisor given the Company’s net investment income coverage of the dividend during the quarter ended September 30, 2021.

Net investment income for the three months ended September 30, 2021 and June 30, 2021 was $21.8 million or $0.34 per share and $21.9 million or $0.34 per share, respectively.

During the three months ended September 30, 2021, the Company had net realized and unrealized gains of $1.6 million.

Net increase in net assets resulting from operations for the three months ended September 30, 2021 was $23.3 million, or $0.36 per share.

CAPITALAND LIQUIDITY


As of September 30, 2021, the Company had total principal debt outstanding of $1,356.7 million, including $179.7 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 debt issued through BCC Middle Market CLO 2019-1 LLC, $112.5 million outstanding in the Company’s senior unsecured notes due 2023 and $300.0 million outstanding in the Company’s senior unsecured notes due 2026.

For the three months ended September 30, 2021, the weighted average interest rate on debt outstanding was 3.0%, as compared to 3.2% for the three months ended June 30, 2021.

As of September 30, 2021, the Company had cash and cash equivalents (including foreign cash) of $35.1 million, $270.3 million of capacity under its JPM Credit Facility and $50.0 million of capacity under the Revolving Advisor Loan. As of September 30, 2021, the Company had $225.3 million of undrawn investment commitments.

As of September 30, 2021, the Company’s debt-to-equity and debt-to-equity (net of cash) ratios were 1.23x and 1.15x, respectively, as compared to 1.20x and 1.12x, respectively, as of June 30, 2021.

As of September 30, 2021, the Company was in compliance with all terms under its secured credit facilities.

During the quarter, the Company repurchased $37.5 million of its senior 8.50% unsecured notes due 2023 at a total cost of $39.5 million.


Endnotes

(1) The fourth quarter<br> dividend is payable on January 28, 2022 to holders of record as of December 31, 2021.
(2) The weighted average<br> yield is computed as (a) the annual stated interest rate or yield earned on the relevant<br> accruing debt and other income producing securities plus amortization of fees and discounts<br> on the performing debt and other income producing investments, divided by (b) the total relevant<br> investments at amortized cost. The weighted average yield does not represent the total return<br> to our stockholders.
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CONFERENCECALL INFORMATION


A conference call to discuss the Company’s financial results will be held live at 8:00 a.m. Eastern Time on November 4, 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:<br> 1-800-458-4121
· International:<br> 1-323-794-2597
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· Conference<br> ID: 7785735
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All participants will need to reference “Bain Capital Specialty Finance - Third Quarter Ended September 30, 2021 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 November 11, 2021 via a webcast link located on the Investor Resources section of BCSF’s website, and via the dial-in numbers listed below:

· Domestic:<br> 1-844-512-2921
· International:<br> 1-412-317-6671
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· Conference<br> ID: 7785735#
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BainCapital Specialty Finance, Inc.


Consolidated Statementsof Assets and Liabilities

(in thousands, exceptshare and per share data

**** As of ****
**** December 30, 2021 ****
**** **** ****
Assets
Investments at fair value:
Non-controlled/non-affiliate investments (amortized cost of 2,023,858 and 2,281,809, respectively) 2,005,635 $ 2,261,461
Non-controlled/affiliate investment (amortized cost of 99,438 and 93,089, respectively) 107,576 92,915
Controlled affiliate investment (amortized cost of 256,766 and 147,841, respectively) 243,460 130,112
Cash and cash equivalents 34,277 53,704
Foreign cash (cost of 1,033 and 976, respectively) 829 972
Restricted cash and cash equivalents 57,802 27,026
Collateral on forward currency exchange contracts 4,564 4,934
Deferred financing costs 864 3,131
Interest receivable on investments 20,943 15,720
Receivable for sales and paydowns of investments 3,850 5,928
Prepaid Insurance 376 -
Unrealized appreciation on forward currency exchange contracts 4,071 -
Dividend receivable 14,417 7,589
Total Assets 2,498,664 $ 2,603,492
Liabilities
Debt (net of unamortized debt issuance costs of 10,500 and 7,147, respectively) 1,346,183 $ 1,458,360
Interest payable 8,471 8,223
Payable for investments purchased 5,400 10,991
Unrealized depreciation on forward currency exchange contracts - 22,614
Base management fee payable 8,776 6,289
Incentive fee payable 4,531 3,799
Accounts payable and accrued expenses 3,673 3,261
Distributions payable 21,951 21,951
Total Liabilities 1,398,985 1,535,488
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 September 30, 2021 and December 31, 2020, respectively - $ -
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 September 30, 2021 and December 31, 2020, respectively 65 65
Paid in capital in excess of par value 1,166,453 1,166,453
Total distributable earnings (loss) (66,839 ) (98,514 )
Total Net Assets 1,099,679 1,068,004
Total Liabilities and Total Net assets 2,498,664 $ 2,603,492
Net asset value per share 17.03 $ 16.54

All values are in US Dollars.

1
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Operations
(in thousands, except share and per share data)
(Unaudited)
For the Three Months Ended September 30 For the Three Months Ended September 30 For the Three Months Ended September 30 For the Three Months Ended September 30
--- --- --- --- --- --- --- --- --- --- --- --- ---
2021 2020 2021 2020
Income
Interest from investments $ 37,821 $ 43,558 $ 114,439 $ 135,576
Dividend income 38 34 38 748
PIK income 1,046 - 3,108 -
Other income 1,181 607 5,512 1,106
Total investment income from non-controlled/non-affiliate investments 40,086 44,199 123,097 137,430
Investment income from non-controlled/affiliate investments:
Interest from investments 455 56 1,355 56
PIK income 1,421 - 4,173 -
Total investment income from non-controlled/affiliate investments 1,876 56 5,528 56
Investment income from controlled affiliate investments:
Interest from investments 4,983 715 9,192 2,225
Dividend income 2,600 1,847 7,564 6,473
PIK income - - 483 -
Total investment income from controlled affiliate investments 7,583 2,562 17,239 8,698
Total investment income 49,545 46,817 145,864 146,184
Expenses
Interest and debt financing expenses 12,265 14,426 37,115 49,614
Base management fee 8,776 8,885 26,096 26,250
Incentive fee 4,531 - 19,301 -
Professional fees 581 296 2,254 1,909
Directors fees 186 209 529 555
Other general and administrative expenses 1,445 1,545 4,075 3,878
Total expenses before fee waivers 27,784 25,361 89,370 82,206
Base management fee waiver - - (4,837 ) -
Incentive fee waiver - - (4,519 ) -
Total expenses, net of fee waivers 27,784 25,361 80,014 82,206
Net investment income 21,761 21,456 65,850 63,978
Net realized and unrealized gains (losses)
Net realized gain (loss) on non-controlled/non-affiliate investments (668 ) (24,263 ) 22,589 (34,667 )
Net realized loss on controlled affiliate investments (621 ) - (3,858 ) -
Net realized gain (loss) on foreign currency transactions (72 ) (19 ) (2,093 ) (368 )
Net realized gain (loss) on forward currency exchange contracts (2,085 ) (130 ) (23,773 ) 6,472
Net realized loss on extinguishment of debt (2,546 ) - (2,546 ) -
Net change in unrealized appreciation (depreciation) on foreign currency translation (508 ) 194 (186 ) 89
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts 6,080 (11,177 ) 26,685 (7,921 )
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliate investments 922 73,892 2,125 (45,077 )
Net change in unrealized appreciation on non-controlled/affiliate investments 2,905 1,689 8,312 4,697
Net change in unrealized appreciation (depreciation) on controlled affiliate investments (1,826 ) (10,185 ) 4,423 (18,421 )
Total net gains (losses) 1,581 30,001 31,678 (95,196 )
Net increase (decrease) in net assets resulting from operations $ 23,342 $ 51,457 $ 97,528 $ (31,218 )
Basic and diluted net investment income per common share $ 0.34 $ 0.33 $ 1.02 $ 1.13
Basic and diluted increase (decrease) in net assets resulting from operations per common share $ 0.36 $ 0.80 $ 1.51 $ (0.55 )
Basic and diluted weighted average common shares outstanding 64,562,265 64,562,265 64,562,265 56,692,267

Bain Capital SpecialtyFinance, Inc.


Consolidated Statementsof Operations

(in thousands, exceptshare and per share data)

(Unaudited)

For the Three<br> Months Ended<br> June 30, For the Three<br> Months Ended<br> June 30, For the Six<br> Months Ended<br> June 30, For the Six<br> Months Ended<br> June 30,
2021 2020 2021 2020
Income
Investment income from non-controlled/non-affiliate investments:
Interest from investments $ 36,706 $ 44,147 $ 76,619 $ 92,018
Dividend income - 681 - 714
PIK income 1,082 - 2,062 -
Other income 875 59 4,331 499
Total investment income from non-controlled/non-affiliate investments 38,663 44,887 83,012 93,231
Investment income from non-controlled/affiliate investments:
Interest from investments 477 - 900 -
PIK income 1,366 - 2,752 -
Total investment income from non-controlled/affiliate investments 1,843 - 3,652 -
Investment income from controlled affiliate investments:
Interest from investments 2,572 738 4,209 1,510
Dividend income 2,929 2,246 4,964 4,626
PIK income 483 - 483 -
Total investment income from controlled affiliate investments 5,984 2,984 9,656 6,136
Total investment income 46,490 47,871 96,320 99,367
Expenses
Interest and debt financing expenses 13,017 17,312 24,850 35,188
Base management fee 8,623 8,639 17,320 17,365
Incentive fee 8,042 - 14,771 -
Professional fees 714 643 1,673 1,613
Directors fees 171 171 343 346
Other general and administrative expenses 1,241 1,084 2,629 2,333
Total expenses before fee waivers 31,808 27,849 61,586 56,845
Base management fee waiver (2,723 ) - (4,837 ) -
Incentive fee waiver (4,519 ) - (4,519 ) -
Total expenses, net of fee waivers 24,566 27,849 52,230 56,845
Net investment income 21,924 20,022 44,090 42,522
Net realized and unrealized gains (losses)
Net realized gain (loss) on non-controlled/non-affiliate investments 4,845 52 23,258 (10,404 )
Net realized loss on controlled affiliate investments - - (3,237 ) -
Net realized gain (loss) on foreign currency transactions 1,005 66 (2,021 ) (349 )
Net realized gain (loss) on forward currency exchange contracts (18,396 ) 5,097 (21,688 ) 6,602
Net change in unrealized appreciation (depreciation) on foreign currency translation (65 ) 104 322 (105 )
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts 16,028 (9,865 ) 20,604 3,256
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliate investments 4,426 10,418 1,202 (118,969 )
Net change in unrealized appreciation on non-controlled/affiliate investments 5,780 3,008 5,407 3,008
Net change in unrealized appreciation (depreciation) on controlled affiliate investments 6,886 (7,130 ) 6,249 (8,236 )
Total net gains (losses) 20,509 1,750 30,096 (125,197 )
Net increase (decrease) in net assets resulting from operations $ 42,433 $ 21,772 # $ 74,186 $ (82,675 )
Basic and diluted net investment income per common share $ 0.34 $ 0.37 $ 0.68 $ 0.81
Basic and diluted increase (decrease) in net assets resulting from operations per common share $ 0.66 $ 0.40 $ 1.15 $ (1.57 )
Basic and diluted weighted average common shares outstanding 64,562,265 53,778,239 64,562,265 52,714,025

About Bain CapitalSpecialty 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 September 30, 2021, BCSF has invested approximately $4.7 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-LookingStatements

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