Bain Capital Specialty Finance Inc美股招股说明书(2026-01-22版)

BAIN CAPITAL SPECIALTY FINANCE, INC. % Notes due We are offering for sale $in aggregate principal amount of% Notes due, which we refer to as the Notes. The Notes will matureon,. We will pay interest on the Notes semi-annually in arrears onandof each year, beginning on, 2026. We mayredeem the Notes in whole or in part at any time, or from time to time, at the applicable redemption price discussed under the caption “Specific Terms of theNotes and the Offering—Optional Redemption” in this prospectus supplement. In addition, holders of the Notes can require us to repurchase some or all of theNotes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date upon theoccurrence of a Change of Control Repurchase Event (as defined herein). The Notes will be issued in minimum denominations of $2,000 and integral multiplesof $1,000 in excess thereof. The Notes will be our general unsecured obligations that rank senior in right of payment to all of our existing and future indebtedness that is expresslysubordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectivelyjunior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing suchindebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles orsimilar facilities. None of our current indebtedness is subordinated to the Notes and we do not presently expect to issue any such subordinated debt. 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 (“BDC”), under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the“1940 Act”). Our primary focus is capitalizing on opportunities within Bain Capital Credit’s Senior Direct Lending Strategy, as defined herein, which seeks toprovide risk-adjusted returns and current income to investors by investing primarily in middle-market direct lending opportunities across North America, Europeand Australia and also in other geographic markets. We use the term “middle market” to refer to companies with between $10.0million and $150.0million inannual earnings before interest, taxes, depreciation and amortization (“EBITDA”). We focus on (i)senior secured investments with a first or second lien oncollateral and strong structures and documentation intended to protect the lender (including “unitranche” loans, which are loans that combine both senior andmezzanine debt) and (ii)mezzanine debt and other junior securities with a focus on downside protection. We may also invest in mezzanine debt and other juniorsecurities, including common and preferred equity, and in secondary purchases of assets or portfolios, on an opportunistic basis, but such investments are not theprincipal focus of our investment strategy. We are managed by our investment adviser, BCSF Advisors, LP, a subsidiary of Bain Capital Credit, LP (the“Advisor”). Investing in our securities involves a high degree of risk, including credit risk and the risk of the use of leverage, and ishighly speculative. The securities in which we invest will generally not be rated by any rating agency, and if they were rated,they would be below investment grade. These securities, which may be referred to as “junk bonds,” have predominantlyspeculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Before buying any shares ofour securities, you should read the discussion of the material risks of investing in our securities in “RiskFactors” beginning onpageS-6 of this prospectus supplement and page24 of the accompanying prospectus and the matters discussed in thedocuments incorporated or deemed to be incorporated by reference in this prospectus supplement and the accompanyingprospectus. 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 inour securities. Please read this prospectus supplement, the accompanying prospectus, and any related free writing prospectus, and the documents incorporated byreference in this prospectus supplement and the accompanying prospectus, before investing and keep them for future reference. We file annual, quarterly andcurrent reports, proxy statements and other information about us with the Securities and Exchange Commission (the “SEC”), which we incorporate by referenceherein. See “Incorporation by Reference.” This information will be available by written or oral