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

$250,000,000BAIN CAPITAL SPECIALTY FINANCE, INC.Common Stock We are an externally managed specialty finance company focused on lending to middle market companies that has elected to beregulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended (together withthe rules and regulations promulgated thereunder, the “1940 Act”). Our primary focus is capitalizing on opportunities within ourSenior Direct Lending strategy, which seeks to provide risk-adjusted returns and current income to our stockholders by investingprimarily in middle market direct lending opportunities across North America, Europe and Australia and also in other geographicmarkets. We use the term “middle market” to refer to companies with between $10.0 million and $150.0 million in annualearnings before interest, taxes, depreciation and amortization, 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 eachof Raymond James & Associates, Inc. and Keefe, Bruyette & Woods, Inc., who we refer to as the Sales Agents, relating to theshares of common stock offered by this prospectus supplement and the accompanying prospectus. The Equity DistributionAgreements provide that we may offer and sell shares of our common stock having an aggregate offering price of up to$250,000,000 from time to time through the Sales Agents. Sales of our common stock, if any, under this prospectus supplementand the accompanying prospectus may be 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 the Securities Act, including sales made directly on theNew York Stock Exchange or similar securities exchanges or sales made to or through a market maker other than on anexchange, 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 grosssales price. The Sales Agents are not required to sell any specific number or dollar amount of common stock but each SalesAgent will use its commercially reasonable efforts consistent with its sales and trading practices to sell the shares of our commonstock offered by this prospectus supplement and the accompanying prospectus. See “Plan of Distribution” beginning on page S-11 of this prospectus supplement. The sales price per share of our common stock offered by this prospectus supplement and theaccompanying prospectus, less commissions payable under the Equity Distribution Agreements and discounts, if any, will not beless than the net asset value per share of our common stock at the time of such sale. Our common stock is traded on the New York Stock Exchange under the symbol “BCSF”. The last reported closing price for ourcommon stock on February 26, 2025 was $18.63 per share. The net asset value of our common stock as of December 31, 2024(the last date prior to the date of this prospectus supplement on which we determined net asset value) was $17.65 per share. Shares of closed-end investment companies, including business development companies, frequently trade at a discount totheir net asset value. If our shares trade at a discount to our net asset value, it will likely increase the risk of loss forpurchasers in this offering. Investing in our common stock involves a high degree of risk. Before buying any of ourcommon stock, you should read the discussion of the material risks of investing in our common stock, including the risk ofleverage, in “Risk Factors” beginning on page 18 of the accompanying prospectus or otherwise included in orincorporated by reference herein or in the accompanying prospectus and in any free writing prospectuses we haveauthorized for use in connection with this offering, and under similar headings in the other documents that areincorporated by reference into this prospectus supplement and the accompanying prospectus. This prospectus supplement, the accompanying prospectus, and any related free writing prospectus, and the documentsincorporated by reference in this prospectus supplement and the accompanying prospectus, contain important information aboutus that a prospective investor should know before investing in our common stock. Please read this prospectus supplement, theaccompanying prospectus, any related free writing prospectus and the documents incorporated by reference herein and therein,before you invest and keep it for future reference. We file annual, quarterly and current reports, proxy statements and otherinformation about us with the Securities and Exchange Commission, or the SEC. We maintain a website athttp://www.baincapitalspecialtyfinance.comand make all of our annual, quarterly and current reports, proxy statements