Bain Capital Specialty Finance Inc美股招股说明书(2025-02-28版)

We are an externally managed specialty finance company focused on lending to middle market companies that has elected to be regulated as a businessdevelopment company, or BDC, under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940Act”). Our primary focus is capitalizing on opportunities within our Senior Direct Lending strategy, which seeks to provide risk-adjusted returns and current income toour stockholders by investing primarily in middle market direct lending opportunities across North America, Europe and Australia and also in other geographic markets.We use the term “middle market” to refer to companies with between $10.0million and $150.0million in annual earnings before interest, taxes, depreciation andamortization, or EBITDA. We are managed by our investment adviser, BCSF Advisors, LP, or the Advisor, a subsidiary of Bain Capital Credit, LP. We and the Advisor have entered into separate equity distribution agreements, or the Equity Distribution Agreements, with each of Raymond James& Associates,Inc. and Keefe, Bruyette& Woods, Inc., who we refer to as the Sales Agents, relating to the shares of common stock offered by this prospectus supplement and theaccompanying prospectus. The Equity Distribution Agreements provide that we may offer and sell shares of our common stock having an aggregate offering price of upto $250,000,000 from time to time through the Sales Agents. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus maybe made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended, or theSecurities Act, including sales made directly on the New York Stock Exchange or similar securities exchanges or sales made to or through a market maker other than onan exchange, at prices related to the prevailing market prices or at negotiated prices. Pursuant to the Equity Distribution Agreements, the Sales Agents will receive a commission from us of up to 1.50% of the gross sales price. The Sales Agents arenot required to sell any specific number or dollar amount of common stock but each Sales Agent will use its commercially reasonable efforts consistent with its sales andtrading practices to sell the shares of our common stock offered by this prospectus supplement and the accompanying prospectus. See “Plan of Distribution” beginningon pageS-11of this prospectus supplement. The sales price per share of our common stock offered by this prospectus supplement and the accompanying prospectus, lesscommissions payable under the Equity Distribution Agreements and discounts, if any, will not be less than the net asset value per share of our common stock at the timeof such sale. Our common stock is traded on the New York Stock Exchange under the symbol “BCSF”. The last reported closing price for our common stock on February26,2025 was $18.63per share. The net asset value of our common stock as of December31, 2024 (the last date prior to the date of this prospectus supplement on which wedetermined net asset value) was $17.65 per share. Shares ofclosed-endinvestment companies, including business development companies, frequently trade at a discount to their net asset value. If ourshares trade at a discount to our net asset value, it will likely increase the risk of loss for purchasers in this offering. Investing in our common stock involves ahigh degree of risk. Before buying any of our common stock, you should read the discussion of the material risks of investing in our common stock, includingthe risk of leverage, in “Risk Factors” beginning on page 18 of the accompanying prospectus or otherwise included in or incorporated by reference herein or inthe accompanying prospectus and in any free writing prospectuses we have authorized for use in connection with this offering, and under similar headings inthe other documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus. This prospectus supplement, the accompanying prospectus, and any related free writing prospectus, and the documents incorporated by reference in thisprospectus supplement and the accompanying prospectus, contain important information about us that a prospective investor should know before investing in ourcommon stock. Please read this prospectus supplement, the accompanying prospectus, any related free writing prospectus and the documents incorporated by referenceherein and therein, before you invest and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information about us withthe Securities and Exchange Commission, or the SEC. We maintain a website athttp://www.baincapitalspecialtyfinance.comand make all of our annual, quarterly andcurrent reports, proxy statements and other publicly filed information available on or through our we