UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 30, 2025, Bain Capital Specialty Finance, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, BCSF Advisors, LP (the “Adviser”), and SMBC Nikko Securities America, Inc., Wells Fargo Securities, LLC, BNP Paribas Securities Corp. and Santander US Capital Markets LLC, as the representatives of the underwriters, in connection with the issuance and sale of $350,000,000 aggregate principal amount of the Company’s 5.950% Notes due 2030 (the “Offering”).
The Underwriting Agreement includes customary representations, warranties, and covenants by the Company and the Adviser. It also provides for customary indemnification by each of the Company, the Adviser, and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-265951) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated January 30, 2025 and a final prospectus supplement dated February 3, 2025.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this report as Exhibit 99.1 and which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Underwriting Agreement, dated January 30, 2025, by and among Bain Capital Specialty Finance, Inc., BCSF Advisors, LP, and SMBC Nikko Securities America, Inc., Wells Fargo Securities, LLC, BNP Paribas Securities Corp. and Santander US Capital Markets LLC, as the representative of the underwriters. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 3, 2025 | By: | /s/ Jessica Yeager | ||||
| Name: | Jessica Yeager | |||||
| Title: | Secretary | |||||