Attached files
file | filename |
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EX-31.1 - EX-31.1 - Bain Capital Specialty Finance, Inc. | a17-13390_1ex31d1.htm |
EX-32 - EX-32 - Bain Capital Specialty Finance, Inc. | a17-13390_1ex32.htm |
EX-31.2 - EX-31.2 - Bain Capital Specialty Finance, Inc. | a17-13390_1ex31d2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 814-01175
BAIN CAPITAL SPECIALTY FINANCE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
|
81-2878769 |
(State or Other Jurisdiction of |
|
(I.R.S. Employer |
|
|
|
200 Clarendon Street, 37th Floor |
|
02116 |
(Address of Principal Executive Office) |
|
(Zip Code) |
(617) 516-2000
(Registrants Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o |
|
Accelerated filer o |
|
|
|
Non-accelerated filer x |
|
Smaller reporting company o |
(Do not check if a smaller reporting company) |
|
Emerging growth companyo |
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of August 14, 2017, the registrant had 24,908,834.81 shares of common stock, $0.001 par value, outstanding.
FORWARD-LOOKING STATEMENTS
Statements contained in this Quarterly Report on Form 10-Q (the Quarterly Report) (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Company, BCSF Advisors, LP (the Advisor) and/or Bain Capital Credit, LP and its affiliated advisers (collectively, Bain Capital Credit). Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Quarterly Report constitutes forward-looking statements, which can be identified by the use of forward-looking terminology such as may, will, should, seek, expect, anticipate, project, estimate, intend, continue, target, or believe or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in the section entitled Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K (the Annual Report) for the fiscal year ended December 31, 2016 and in our filings with the Securities and Exchange Commission (the SEC).
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this Quarterly Report because we are an investment company.
Bain Capital Specialty Finance, Inc.
Statements of Assets and Liabilities
|
|
As of |
|
As of |
| ||
|
|
June 30, 2017 |
|
December 31, 2016 |
| ||
|
|
(Unaudited) |
|
|
| ||
Assets |
|
|
|
|
| ||
Investments at fair value: |
|
|
|
|
| ||
Non-controlled/non-affiliate investments (amortized cost of $407,699,190 and $106,251,499, respectively) |
|
$ |
412,243,177 |
|
$ |
107,942,008 |
|
Controlled/affiliate investments (amortized cost of $5,735,679 and $0, respectively) |
|
5,735,679 |
|
|
| ||
Total investments at fair value (amortized cost of $413,434,869 and $106,251,499, respectively) |
|
417,978,856 |
|
107,942,008 |
| ||
Cash and cash equivalents |
|
20,344,691 |
|
66,732,154 |
| ||
Foreign cash (cost of $48,708 and $0, respectively) |
|
48,811 |
|
|
| ||
Collateral on certain derivative investments |
|
2,020,000 |
|
|
| ||
Capital contributions receivable |
|
165,221,922 |
|
|
| ||
Deferred financing costs |
|
907,292 |
|
1,088,751 |
| ||
Deferred offering costs |
|
121,152 |
|
329,995 |
| ||
Interest receivable on investments |
|
1,440,015 |
|
596,164 |
| ||
Prepaid insurance |
|
46,703 |
|
139,875 |
| ||
Receivable for sales and paydowns of investments |
|
5,288,243 |
|
20,415 |
| ||
Other assets |
|
|
|
5,723 |
| ||
Total Assets |
|
$ |
613,417,685 |
|
$ |
176,855,085 |
|
|
|
|
|
|
| ||
Liabilities |
|
|
|
|
| ||
Revolving credit facility |
|
$ |
76,277,000 |
|
$ |
59,100,000 |
|
Interest payable |
|
105,418 |
|
17,992 |
| ||
Payable for investments purchased |
|
26,480,864 |
|
6,266,467 |
| ||
Unrealized depreciation on forward currency exchange contracts |
|
1,409,238 |
|
|
| ||
Base management fee payable |
|
582,131 |
|
178,204 |
| ||
Incentive fee payable |
|
463,397 |
|
253,576 |
| ||
Accounts payable and accrued expenses |
|
895,521 |
|
478,419 |
| ||
Directors fees payable |
|
|
|
133,806 |
| ||
Distributions payable |
|
2,739,972 |
|
82,363 |
| ||
Total Liabilities |
|
108,953,541 |
|
66,510,827 |
| ||
|
|
|
|
|
| ||
Commitments and Contingencies (See Note 10) |
|
|
|
|
| ||
|
|
|
|
|
| ||
Net Assets |
|
|
|
|
| ||
Preferred stock, $0.001 par value per share, 10,000,000,000 shares authorized, none issued and outstanding as of June 30, 2017 and December 31, 2016, respectively |
|
$ |
|
|
$ |
|
|
Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 24,908,835 and 5,490,882 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively |
|
24,909 |
|
5,491 |
| ||
Paid in capital in excess of par value |
|
502,299,938 |
|
109,677,129 |
| ||
Accumulated undistributed net investment income (loss) |
|
(950,010 |
) |
(1,028,871 |
) | ||
Accumulated undistributed net realized gains |
|
393,640 |
|
|
| ||
Net unrealized appreciation |
|
2,695,667 |
|
1,690,509 |
| ||
Total Net Assets |
|
504,464,144 |
|
110,344,258 |
| ||
Total Liabilities and Total Net assets |
|
$ |
613,417,685 |
|
$ |
176,855,085 |
|
|
|
|
|
|
| ||
Net asset value per share |
|
$ |
20.25 |
|
$ |
20.10 |
|
See Notes to Financial Statements
Bain Capital Specialty Finance, Inc.
(Unaudited)
|
|
For the Three Months Ended June 30, |
|
For the Six Months Ended June 30, |
| ||||||||
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
| ||||
Income |
|
|
|
|
|
|
|
|
| ||||
Investment income from non-controlled, non-affiliate investments: |
|
|
|
|
|
|
|
|
| ||||
Interest from investments |
|
$ |
4,432,338 |
|
$ |
|
|
$ |
6,674,754 |
|
$ |
|
|
Other income |
|
88,988 |
|
|
|
88,988 |
|
|
| ||||
Total investment income from non-controlled, non-affiliate investments |
|
4,521,326 |
|
|
|
6,763,742 |
|
|
| ||||
Investment income from controlled, affiliate investments: |
|
|
|
|
|
|
|
|
| ||||
Interest from investments |
|
7,846 |
|
|
|
7,846 |
|
|
| ||||
Total investment income from controlled, affiliate investments: |
|
7,846 |
|
|
|
7,846 |
|
|
| ||||
Total investment income |
|
4,529,172 |
|
|
|
6,771,588 |
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Expenses |
|
|
|
|
|
|
|
|
| ||||
Interest and debt financing expenses |
|
$ |
202,431 |
|
$ |
|
|
$ |
397,908 |
|
$ |
|
|
Amortization of deferred offering costs |
|
104,998 |
|
|
|
208,843 |
|
|
| ||||
Base management fee |
|
582,131 |
|
|
|
848,715 |
|
|
| ||||
Incentive fee |
|
116,392 |
|
|
|
209,820 |
|
|
| ||||
Professional fees |
|
486,168 |
|
|
|
899,707 |
|
|
| ||||
Directors fees |
|
68,250 |
|
|
|
136,062 |
|
|
| ||||
Other general and administrative expenses |
|
174,412 |
|
|
|
286,491 |
|
|
| ||||
Total expenses |
|
1,734,782 |
|
|
|
2,987,546 |
|
|
| ||||
Net investment income |
|
2,794,390 |
|
|
|
3,784,042 |
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net realized and unrealized gains (losses) |
|
|
|
|
|
|
|
|
| ||||
Net realized gain (loss) on non-controlled, non-affiliate investments |
|
(87,531 |
) |
|
|
32,601 |
|
|
| ||||
Net realized gain on foreign currency transactions |
|
516,344 |
|
|
|
581,045 |
|
|
| ||||
Net realized gain (loss) on forward currency exchange contracts |
|
(220,006 |
) |
|
|
(220,006 |
) |
|
| ||||
Net change in unrealized depreciation on foreign currency translation |
|
(424,018 |
) |
|
|
(439,082 |
) |
|
| ||||
Net change in unrealized depreciation on forward currency exchange contracts |
|
(1,147,554 |
) |
|
|
(1,409,238 |
) |
|
| ||||
Net change in unrealized appreciation on non-controlled, non-affiliate investments |
|
2,138,706 |
|
|
|
2,853,478 |
|
|
| ||||
Total net realized and unrealized gains |
|
775,941 |
|
|
|
1,398,798 |
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net increase in net assets resulting from operations |
|
$ |
3,570,331 |
|
$ |
|
|
$ |
5,182,840 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Per Common Share Data |
|
|
|
|
|
|
|
|
| ||||
Basic and diluted net investment income per common share |
|
$ |
0.16 |
|
$ |
|
|
$ |
0.27 |
|
$ |
|
|
Basic and diluted increase in net assets resulting from operations per common share |
|
$ |
0.21 |
|
$ |
|
|
$ |
0.37 |
|
$ |
|
|
Basic and diluted weighted average common shares outstanding |
|
17,221,607.35 |
|
1,000.00 |
|
14,068,548.80 |
|
1,000.00 |
|
See Notes to Financial Statements
Bain Capital Specialty Finance, Inc.
Statements of Changes in Net Assets
(Unaudited)
|
|
For the Six Months Ended June 30, |
| ||||
|
|
2017 |
|
2016 |
| ||
|
|
|
|
|
| ||
Operations: |
|
|
|
|
| ||
Net investment income |
|
$ |
3,784,042 |
|
$ |
|
|
Net realized gains |
|
393,640 |
|
|
| ||
Net change in unrealized appreciation |
|
1,005,158 |
|
|
| ||
Net increase in net assets resulting from operations |
|
5,182,840 |
|
|
| ||
Stockholder distributions: |
|
|
|
|
| ||
Distributions from net investment income |
|
(3,914,024 |
) |
|
| ||
Net decrease in net assets resulting from stockholder distributions |
|
(3,914,024 |
) |
|
| ||
Capital share transactions: |
|
|
|
|
| ||
Issuance of common stock |
|
392,735,246 |
|
|
| ||
Reinvestment of stockholder distributions |
|
115,824 |
|
|
| ||
Net increase in net assets resulting from capital share transactions |
|
392,851,070 |
|
|
| ||
|
|
|
|
|
| ||
Total increase in net assets |
|
394,119,886 |
|
|
| ||
Net assets at beginning of period |
|
110,344,258 |
|
|
| ||
Net assets at end of period |
|
$ |
504,464,144 |
|
$ |
|
|
|
|
|
|
|
| ||
Net asset value per common share |
|
$ |
20.25 |
|
$ |
|
|
Common stock outstanding at end of period |
|
24,908,835 |
|
1,000 |
|
See Notes to Financial Statements
Bain Capital Specialty Finance, Inc.
(Unaudited)
|
|
For the Six Months Ended June 30, |
| ||||
|
|
2017 |
|
2016 |
| ||
Cash flows from operating activities |
|
|
|
|
| ||
Net increase in net assets resulting from operations |
|
$ |
5,182,840 |
|
$ |
|
|
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities: |
|
|
|
|
| ||
Purchases of investments |
|
(305,271,134 |
) |
|
| ||
Proceeds from principal payments and sales of investments |
|
13,380,378 |
|
|
| ||
Net realized gain from investments |
|
(32,601 |
) |
|
| ||
Net change in unrealized depreciation on forward currency exchange contracts |
|
1,409,238 |
|
|
| ||
Net change in unrealized appreciation on investments |
|
(2,853,478 |
) |
|
| ||
Net change in unrealized depreciation on foreign currency translation |
|
439,082 |
|
|
| ||
Accretion of discounts and amortization of premiums |
|
(305,669 |
) |
|
| ||
Amortization of deferred financing costs and upfront commitment fees |
|
181,459 |
|
|
| ||
Amortization of deferred offering costs |
|
208,843 |
|
|
| ||
Changes in operating assets and liabilities: |
|
|
|
|
| ||
Collateral on certain derivative investments |
|
(2,020,000 |
) |
|
| ||
Interest receivable on investments |
|
(843,851 |
) |
|
| ||
Prepaid insurance |
|
93,172 |
|
|
| ||
Other assets |
|
5,723 |
|
|
| ||
Interest payable |
|
87,426 |
|
|
| ||
Base management fee payable |
|
403,927 |
|
|
| ||
Incentive fee payable |
|
209,821 |
|
|
| ||
Accounts payable and accrued expenses |
|
417,102 |
|
|
| ||
Directors fees payable |
|
(133,806 |
) |
|
| ||
Net cash used in operating activities |
|
(289,441,528 |
) |
|
| ||
|
|
|
|
|
| ||
Cash flows from financing activities |
|
|
|
|
| ||
Borrowings on revolving credit facility |
|
94,689,940 |
|
|
| ||
Repayments on revolving credit facility |
|
(77,959,900 |
) |
|
| ||
Proceeds from issuance of common stock |
|
227,513,324 |
|
|
| ||
Stockholder distributions paid |
|
(1,140,591 |
) |
|
| ||
Net cash provided by financing activities |
|
243,102,773 |
|
|
| ||
|
|
|
|
|
| ||
Net decrease in cash, foreign cash and cash equivalents |
|
(46,338,755 |
) |
|
| ||
Effect of foreign currency exchange rates |
|
103 |
|
|
| ||
Cash, foreign cash and cash equivalents, beginning of period |
|
66,732,154 |
|
|
| ||
Cash, foreign cash and cash equivalents, end of period |
|
$ |
20,393,502 |
|
|
| |
|
|
|
|
|
| ||
Supplemental disclosure of cash flow information: |
|
|
|
|
| ||
Cash interest paid during the period |
|
$ |
212,175 |
|
$ |
|
|
Supplemental disclosure of non-cash information: |
|
|
|
|
| ||
Reinvestment of stockholder distributions |
|
$ |
115,824 |
|
$ |
|
|
See Notes to Financial Statements
Bain Capital Specialty Finance, Inc.
As of June 30, 2017
(Unaudited)
Portfolio Company |
|
Industry |
|
Asset Type |
|
Spread Above Index (1) |
|
Interest Rate |
|
Maturity Date |
|
Principal/ |
|
Amortized Cost |
|
Fair Value |
|
Percentage of |
| |||
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Non-controlled/non-affiliate company investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Anaren, Inc. |
|
Aerospace & Defense |
|
First lien senior secured loan |
|
L+ 4.50% |
|
5.80% |
|
2/18/2021 |
|
$ |
2,534,103 |
|
$ |
2,547,709 |
|
$ |
2,546,774 |
|
0.5% |
|
DAE Aviation Holdings, Inc. |
|
Aerospace & Defense |
|
First lien senior secured loan |
|
L+ 3.75% |
|
4.98% |
|
7/7/2022 |
|
$ |
9,974,619 |
|
10,089,735 |
|
10,041,948 |
|
2.0% |
| ||
Salient CRGT, Inc. |
|
Aerospace & Defense |
|
First lien senior secured loan |
|
L+ 5.75% |
|
6.98% |
|
2/28/2022 |
|
$ |
3,829,677 |
|
3,757,484 |
|
3,800,955 |
|
0.7% |
| ||
TECT Power Holdings, LLC |
|
Aerospace & Defense |
|
Second lien senior secured loan |
|
L+ 8.50% |
|
9.73% |
|
12/27/2021 |
|
$ |
14,757,969 |
|
14,463,128 |
|
14,462,810 |
|
2.9% |
| ||
|
|
|
|
|
|
|
|
Total Aerospace & Defense |
|
|
|
30,858,056 |
|
30,852,487 |
|
6.1% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
CST Buyer Company |
|
Automotive |
|
First lien senior secured loan |
|
L+ 6.25% |
|
7.61% |
|
3/1/2023 |
|
$ |
10,295,195 |
|
10,148,153 |
|
10,346,671 |
|
2.1% |
| ||
CST Buyer Company |
|
Automotive |
|
Revolver (2) (3) |
|
|
|
|
|
3/1/2023 |
|
$ |
|
|
(12,724 |
) |
4,487 |
|
0.0% |
| ||
|
|
|
|
|
|
|
|
|
|
Total Automotive |
|
|
|
10,135,429 |
|
10,351,158 |
|
2.1% |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
NPC International, Inc. |
|
Hotel, Gaming & Leisure |
|
Second lien senior secured loan |
|
L+ 7.50% |
|
8.72% |
|
4/18/2025 |
|
$ |
4,703,667 |
|
4,680,564 |
|
4,774,218 |
|
0.9% |
| ||
NPC International, Inc. |
|
Hotel, Gaming & Leisure |
|
Delayed draw term loan (2) (3) |
|
|
|
|
|
4/18/2025 |
|
$ |
|
|
(20,002 |
) |
(20,002 |
) |
0.0% |
| ||
|
|
|
|
|
|
|
|
Total Hotel, Gaming & Leisure |
|
|
|
4,660,562 |
|
4,754,216 |
|
0.9% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Dorner Manufacturing Corp. |
|
Capital Equipment |
|
First lien senior secured loan |
|
L+ 5.75% |
|
7.05% |
|
3/15/2023 |
|
$ |
8,351,508 |
|
8,151,598 |
|
8,351,508 |
|
1.7% |
| ||
Dorner Manufacturing Corp. |
|
Capital Equipment |
|
Revolver (3) |
|
L+ 5.75% |
|
7.05% |
|
3/15/2023 |
|
$ |
494,497 |
|
468,232 |
|
495,596 |
|
0.1% |
| ||
Excelitas Technologies Corp. |
|
Capital Equipment |
|
First lien senior secured loan |
|
L+ 5.00% |
|
5.00% |
|
11/2/2020 |
|
$ |
1,953,942 |
|
1,961,270 |
|
1,955,164 |
|
0.4% |
| ||
FineLine Technologies, Inc. |
|
Capital Equipment |
|
First lien senior secured loan |
|
L+ 4.75% |
|
6.05% |
|
11/2/2022 |
|
$ |
14,733,054 |
|
14,433,460 |
|
14,512,058 |
|
2.9% |
| ||
FineLine Technologies, Inc. |
|
Capital Equipment |
|
Revolver (2) (3) |
|
|
|
|
|
11/2/2021 |
|
$ |
|
|
(51,240 |
) |
(39,311 |
) |
0.0% |
| ||
|
|
|
|
|
|
|
|
Total Capital Equipment |
|
|
|
24,963,320 |
|
25,275,015 |
|
5.1% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
ASP Chromaflo Intermediate Holdings, Inc. |
|
Chemicals, Plastics & Rubber |
|
First lien senior secured loan |
|
L+ 4.00% |
|
5.23% |
|
11/20/2023 |
|
$ |
512,566 |
|
510,215 |
|
515,930 |
|
0.1% |
| ||
ASP Chromaflo Intermediate Holdings, Inc. |
|
Chemicals, Plastics & Rubber |
|
First lien senior secured loan |
|
L+ 4.00% |
|
5.23% |
|
11/20/2023 |
|
$ |
666,499 |
|
663,442 |
|
670,874 |
|
0.2% |
| ||
Niacet b.v. |
|
Chemicals, Plastics & Rubber |
|
First lien senior secured loan (6) |
|
L+ 4.50% |
|
5.50% |
|
2/1/2024 |
|
|
3,884,666 |
|
4,149,529 |
|
4,433,071 |
|
0.9% |
| ||
Niacet Corporation |
|
Chemicals, Plastics & Rubber |
|
First lien senior secured loan |
|
L+ 4.50% |
|
5.80% |
|
2/1/2024 |
|
$ |
2,234,400 |
|
2,213,158 |
|
2,231,607 |
|
0.4% |
| ||
|
|
|
|
|
|
|
|
Total Chemicals, Plastics & Rubber |
|
|
|
7,536,344 |
|
7,851,482 |
|
1.6% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Bolt Infrastructure Merger Sub, Inc. |
|
Construction & Building |
|
First lien senior secured loan |
|
L+ 4.00% |
|
5.21% |
|
5/31/2024 |
|
$ |
2,704,225 |
|
2,690,704 |
|
2,724,507 |
|
0.5% |
| ||
Regan Development Holdings Limited |
|
Construction & Building |
|
First lien senior secured loan (6) (12) |
|
EURIBOR + 7.00% |
|
7.50% |
|
5/2/2022 |
|
|
2,825,002 |
|
3,077,840 |
|
3,227,847 |
|
0.7% |
| ||
Regan Development Holdings Limited |
|
Construction & Building |
|
First lien senior secured loan (6) (12) |
|
EURIBOR + 7.00% |
|
7.50% |
|
5/2/2022 |
|
|
8,574,506 |
|
9,143,401 |
|
9,584,009 |
|
1.9% |
| ||
Regan Development Holdings Limited |
|
Construction & Building |
|
Delayed draw term loan (3) (6) (12) |
|
|
|
|
|
5/2/2022 |
|
|
|
|
|
|
|
|
0.0% |
| ||
Wilsonart LLC |
|
Construction & Building |
|
First lien senior secured loan |
|
L+ 3.50% |
|
4.80% |
|
12/19/2023 |
|
$ |
2,493,734 |
|
2,515,043 |
|
2,505,684 |
|
0.5% |
| ||
|
|
|
|
|
|
|
|
Total Construction & Building |
|
|
|
17,426,988 |
|
18,042,047 |
|
3.6% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Kronos Acquisition Holdings Inc. |
|
Consumer goods: non-durable |
|
First lien senior secured loan |
|
L+ 4.50% |
|
5.79% |
|
8/26/2022 |
|
$ |
2,783,522 |
|
2,776,563 |
|
2,805,790 |
|
0.5% |
| ||
Melissa & Doug, LLC |
|
Consumer goods: non-durable |
|
First lien senior secured loan |
|
L+ 4.50% |
|
5.80% |
|
6/19/2024 |
|
$ |
3,849,930 |
|
3,830,765 |
|
3,883,617 |
|
0.8% |
| ||
|
|
|
|
|
|
|
|
Total Consumer goods: non-durable |
|
|
|
6,607,328 |
|
6,689,407 |
|
1.3% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
BWAY Holding Company |
|
Containers, Packaging & Glass |
|
First lien senior secured loan |
|
L+ 3.25% |
|
4.33% |
|
4/3/2024 |
|
$ |
10,000,000 |
|
9,968,750 |
|
10,003,570 |
|
2.0% |
| ||
CSP Technologies North America, LLC |
|
Containers, Packaging & Glass |
|
First lien senior secured loan |
|
L+ 5.25% |
|
6.55% |
|
1/29/2022 |
|
$ |
12,349,512 |
|
12,349,512 |
|
12,411,260 |
|
2.4% |
| ||
|
|
|
|
|
|
|
Total Containers, Packaging & Glass |
|
|
|
22,318,262 |
|
22,414,830 |
|
4.4% |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Drive DeVilbiss |
|
Healthcare & Pharmaceuticals |
|
First lien senior secured loan |
|
L+ 5.50% |
|
6.80% |
|
1/3/2023 |
|
$ |
6,800,150 |
|
6,226,891 |
|
6,251,888 |
|
1.2% |
| ||
Endo Luxembourg Holding Company S.a.r.l. and NIMA |
|
Healthcare & Pharmaceuticals |
|
First lien senior secured loan (6) (12) |
|
L+ 4.25% |
|
5.50% |
|
4/29/2024 |
|
$ |
15,000,000 |
|
15,249,379 |
|
15,144,135 |
|
3.0% |
| ||
Great Expressions Dental Centers PC |
|
Healthcare & Pharmaceuticals |
|
First lien senior secured loan |
|
L+ 4.75% |
|
5.97% |
|
9/28/2023 |
|
$ |
8,104,755 |
|
7,994,955 |
|
8,064,231 |
|
1.6% |
| ||
Great Expressions Dental Centers PC |
|
Healthcare & Pharmaceuticals |
|
Delayed draw term loan (2) (3) |
|
|
|
|
|
9/28/2023 |
|
$ |
|
|
(4,500 |
) |
(3,335 |
) |
0.0% |
| ||
Great Expressions Dental Centers PC |
|
Healthcare & Pharmaceuticals |
|
Revolver (3) |
|
L+ 4.75% |
|
5.97% |
|
9/28/2022 |
|
$ |
360,103 |
|
344,690 |
|
354,268 |
|
0.1% |
| ||
Island Medical Management Holdings, LLC |
|
Healthcare & Pharmaceuticals |
|
Delayed draw term loan (2) (3) |
|
|
|
|
|
9/1/2022 |
|
$ |
|
|
(13,815 |
) |
(9,210 |
) |
0.0% |
| ||
Island Medical Management Holdings, LLC |
|
Healthcare & Pharmaceuticals |
|
First lien senior secured loan |
|
L+ 5.50% |
|
6.50% |
|
9/1/2022 |
|
$ |
10,682,657 |
|
10,522,412 |
|
10,575,830 |
|
2.1% |
| ||
TecoStar Holdings, Inc. |
|
Healthcare & Pharmaceuticals |
|
First lien senior secured loan |
|
L+ 8.50% |
|
9.67% |
|
11/1/2024 |
|
$ |
9,471,942 |
|
9,237,527 |
|
9,235,144 |
|
1.8% |
| ||
U.S. Anesthesia Partners, Inc. |
|
Healthcare & Pharmaceuticals |
|
Second lien senior secured loan |
|
L+ 7.25% |
|
8.47% |
|
6/23/2025 |
|
$ |
16,520,000 |
|
16,272,284 |
|
16,272,200 |
|
3.2% |
| ||
|
|
|
|
|
|
|
|
Total Healthcare & Pharmaceuticals |
|
|
|
65,829,823 |
|
65,885,151 |
|
13.0% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Harbortouch Payments, LLC |
|
High Tech Industries |
|
First lien senior secured loan |
|
L+ 4.75% |
|
5.98% |
|
10/13/2023 |
|
$ |
12,076,155 |
|
11,963,030 |
|
12,136,536 |
|
2.4% |
| ||
Netsmart Technologies, Inc. |
|
High Tech Industries |
|
First lien senior secured loan |
|
L+ 4.50% |
|
5.80% |
|
4/19/2023 |
|
$ |
14,358,061 |
|
14,394,513 |
|
14,465,747 |
|
2.9% |
| ||
Qlik Technologies |
|
High Tech Industries |
|
First lien senior secured loan |
|
L+ 3.50% |
|
4.67% |
|
4/26/2024 |
|
$ |
15,000,000 |
|
14,976,207 |
|
14,926,875 |
|
2.9% |
| ||
SolarWinds Holdings, Inc. |
|
High Tech Industries |
|
First lien senior secured loan |
|
L+ 3.50% |
|
4.73% |
|
2/3/2023 |
|
$ |
9,974,937 |
|
10,049,305 |
|
10,011,097 |
|
2.0% |
| ||
Zywave, Inc. |
|
High Tech Industries |
|
First lien senior secured loan |
|
L+ 5.00% |
|
6.27% |
|
11/17/2022 |
|
$ |
17,818,113 |
|
17,660,151 |
|
17,818,113 |
|
3.5% |
| ||
Zywave, Inc. |
|
High Tech Industries |
|
Revolver (2) (3) |
|
|
|
|
|
11/17/2022 |
|
$ |
|
|
(17,239 |
) |
|
|
0.0% |
| ||
|
|
|
|
|
|
|
|
Total High Tech Industries |
|
|
|
69,025,967 |
|
69,358,368 |
|
13.7% |
| |||||
Bain Capital Specialty Finance, Inc.
Schedule of Investments
As of June 30, 2017
(Unaudited)
Portfolio Company |
|
Industry |
|
Asset Type |
|
Spread Above Index (1) |
|
Interest Rate |
|
Maturity Date |
|
Principal/ |
|
Amortized Cost |
|
Fair Value |
|
Percentage of |
| |||
Deluxe Entertainment Services Group Inc. |
|
Media: Diversified & Production |
|
First lien senior secured loan |
|
L+ 5.50% |
|
6.66% |
|
2/28/2020 |
|
$ |
12,926,720 |
|
12,238,199 |
|
12,934,799 |
|
2.6% |
| ||
International Entertainment Investments Limited |
|
Media: Diversified & Production |
|
First lien senior secured loan (6) (12) |
|
L+ 4.25% |
|
4.50% |
|
5/31/2022 |
|
£ |
7,673,114 |
|
9,259,361 |
|
9,894,288 |
|
1.9% |
| ||
International Entertainment Investments Limited |
|
Media: Diversified & Production |
|
Delayed draw term loan (3) (5) (6) (12) |
|
L+ 4.00% |
|
4.25% |
|
2/28/2022 |
|
£ |
289,258 |
|
351,806 |
|
350,386 |
|
0.1% |
| ||
|
|
|
|
|
|
Total Media: Diversified & Production |
|
|
|
21,849,366 |
|
23,179,473 |
|
4.6% |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Endries International, Inc. |
|
Metals & Mining |
|
First lien senior secured loan |
|
L+ 4.75% |
|
5.97% |
|
6/1/2023 |
|
$ |
6,556,711 |
|
6,459,284 |
|
6,458,360 |
|
1.3% |
| ||
Endries International, Inc. |
|
Metals & Mining |
|
Delayed draw term loan (2) (3) |
|
|
|
|
|
6/1/2023 |
|
$ |
|
|
(48,637 |
) |
(49,175 |
) |
0.0% |
| ||
Endries International, Inc. |
|
Metals & Mining |
|
Revolver (3) |
|
P+ 3.75% |
|
8.00% |
|
6/1/2022 |
|
$ |
596,661 |
|
548,149 |
|
547,485 |
|
0.1% |
| ||
|
|
|
|
|
|
|
|
Total Metals & Mining |
|
|
|
6,958,796 |
|
6,956,670 |
|
1.4% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
CH Hold Corp. |
|
Retail |
|
First lien senior secured loan |
|
L+ 3.00% |
|
4.23% |
|
2/1/2024 |
|
$ |
1,391,093 |
|
1,387,852 |
|
1,397,759 |
|
0.3% |
| ||
CH Hold Corp. |
|
Retail |
|
Second lien senior secured loan |
|
L+ 7.25% |
|
8.48% |
|
2/3/2025 |
|
$ |
1,215,470 |
|
1,209,608 |
|
1,249,655 |
|
0.3% |
| ||
CH Hold Corp. |
|
Retail |
|
Delayed draw term loan (2) (3) |
|
|
|
|
|
2/1/2024 |
|
$ |
|
|
(337 |
) |
668 |
|
0.0% |
| ||
K-Mac Holdings Corp. |
|
Retail |
|
Revolver (3) |
|
L+ 3.50% |
|
3.50% |
|
2/28/2022 |
|
$ |
234,667 |
|
234,667 |
|
244,267 |
|
0.0% |
| ||
K-Mac Holdings Corp. |
|
Retail |
|
First lien senior secured loan |
|
L+ 4.75% |
|
5.97% |
|
12/20/2022 |
|
$ |
14,220,000 |
|
14,015,546 |
|
14,305,320 |
|
2.8% |
| ||
|
|
|
|
|
|
|
|
Total Retail |
|
|
|
16,847,336 |
|
17,197,669 |
|
3.4% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Adler & Allan Group Limited |
|
Services: Business |
|
First lien last out loan (6) (12) |
|
L+ 7.50% |
|
8.00% |
|
6/30/2024 |
|
£ |
15,141,463 |
|
19,041,237 |
|
19,179,407 |
|
3.8% |
| ||
Advantage Sales & Marketing Inc. |
|
Services: Business |
|
First lien senior secured loan |
|
L+ 3.25% |
|
4.55% |
|
7/23/2021 |
|
$ |
9,974,359 |
|
9,901,106 |
|
9,632,737 |
|
1.9% |
| ||
Camelot Finance LP |
|
Services: Business |
|
First lien senior secured loan (12) |
|
L+ 3.50% |
|
4.73% |
|
10/3/2023 |
|
$ |
7,980,000 |
|
8,054,571 |
|
8,036,522 |
|
1.6% |
| ||
Genuine Financial Holdings LLC |
|
Services: Business |
|
First lien senior secured loan |
|
L+ 4.75% |
|
6.06% |
|
1/26/2023 |
|
$ |
9,738,009 |
|
9,623,048 |
|
9,815,913 |
|
1.9% |
| ||
Learfield Communications LLC |
|
Services: Business |
|
Second lien senior secured loan |
|
L+ 7.25% |
|
8.48% |
|
12/2/2024 |
|
$ |
5,400,000 |
|
5,350,146 |
|
5,413,500 |
|
1.1% |
| ||
OPE Inmar Acquisition, Inc. |
|
Services: Business |
|
Second lien senior secured loan |
|
P+ 7.00% |
|
11.00% |
|
5/1/2025 |
|
$ |
5,058,410 |
|
4,999,454 |
|
5,033,117 |
|
1.0% |
| ||
Restaurant Technologies, Inc. |
|
Services: Business |
|
First lien senior secured loan |
|
L+ 4.75% |
|
5.94% |
|
11/23/2022 |
|
$ |
5,293,185 |
|
5,245,436 |
|
5,286,569 |
|
1.1% |
| ||
Restaurant Technologies, Inc. |
|
Services: Business |
|
Second lien senior secured loan |
|
L+ 8.75% |
|
9.94% |
|
11/23/2023 |
|
$ |
1,693,548 |
|
1,662,282 |
|
1,685,081 |
|
0.3% |
| ||
Travel Leaders Group, LLC |
|
Services: Business |
|
First lien senior secured loan |
|
L+ 5.25% |
|
6.48% |
|
1/25/2024 |
|
$ |
295,575 |
|
294,223 |
|
297,237 |
|
0.1% |
| ||
|
|
|
|
|
|
|
|
Total Services: Business |
|
|
|
64,171,503 |
|
64,380,083 |
|
12.8% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Masergy Holdings, Inc. |
|
Telecommunications |
|
First lien senior secured loan |
|
L+ 3.75% |
|
5.05% |
|
12/15/2023 |
|
$ |
696,616 |
|
693,722 |
|
701,841 |
|
0.1% |
| ||
Masergy Holdings, Inc. |
|
Telecommunications |
|
Second lien senior secured loan |
|
L+ 8.50% |
|
9.80% |
|
12/16/2024 |
|
$ |
778,846 |
|
771,482 |
|
790,529 |
|
0.2% |
| ||
Polycom, Inc. |
|
Telecommunications |
|
First lien senior secured loan |
|
L+ 5.25% |
|
6.44% |
|
9/27/2023 |
|
$ |
13,696,700 |
|
13,517,472 |
|
13,873,620 |
|
2.8% |
| ||
|
|
|
|
|
|
|
|
Total Telecommunications |
|
|
|
14,982,676 |
|
15,365,990 |
|
3.1% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
CSVC Acquisition Corp. |
|
Utilities: Electric |
|
Corporate Bond |
|
|
|
7.75% |
|
6/15/2025 |
|
$ |
8,478,000 |
|
8,478,000 |
|
8,684,651 |
|
1.7% |
| ||
|
|
|
|
|
|
|
|
Total Utilities: Electric |
|
|
|
8,478,000 |
|
8,684,651 |
|
1.7% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
American Tire Distributors Inc. |
|
Wholesale |
|
First lien senior secured loan |
|
L+ 4.25% |
|
5.48% |
|
9/1/2021 |
|
$ |
14,961,735 |
|
15,049,434 |
|
15,004,480 |
|
3.0% |
| ||
|
|
|
|
|
|
|
|
Total Wholesale |
|
|
|
15,049,434 |
|
15,004,480 |
|
3.0% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Total non-controlled/non-affiliate company investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
407,699,190 |
|
412,243,177 |
|
81.8% |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Controlled/affiliate company investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
BCC Jetstream Holdings Aviation (On II), LLC |
|
Transportation: Cargo |
|
First lien senior secured loan (10) (11) (14) |
|
|
|
10.00% |
|
6/2/2022 |
|
$ |
941,502 |
|
941,502 |
|
941,502 |
|
0.2% |
| ||
BCC Jetstream Holdings Aviation (On II), LLC |
|
Transportation: Cargo |
|
Equity Interest (10) (11) (14) |
|
|
|
|
|
|
|
$ |
166,147 |
|
166,147 |
|
166,147 |
|
0.0% |
| ||
BCC Jetstream Holdings Aviation (On II), LLC |
|
Transportation: Cargo |
|
Unfunded Commitment (7) (10) (11) (14) |
|
|
|
|
|
6/2/2022 |
|
$ |
|
|
|
|
|
|
0.0% |
| ||
BCC Jetstream Holdings Aviation (Off I), LLC |
|
Transportation: Cargo |
|
Equity Interest (6) (10) (11) (14) |
|
|
|
|
|
|
|
$ |
2,675,151 |
|
2,675,151 |
|
2,675,151 |
|
0.5% |
| ||
|
|
|
|
|
|
|
|
Total Transportation: Cargo |
|
|
|
3,782,800 |
|
3,782,800 |
|
0.7% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
BCC Tecomet Holdings (E), L.P. |
|
Healthcare & Pharmaceuticals |
|
Equity Interest (10) (11) (13) |
|
|
|
|
|
|
|
$ |
1,952,879 |
|
1,952,879 |
|
1,952,879 |
|
0.4% |
| ||
|
|
|
|
|
|
|
|
Total Healthcare & Pharmaceuticals |
|
|
|
1,952,879 |
|
1,952,879 |
|
0.4% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Total controlled/affiliate company investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,735,679 |
|
5,735,679 |
|
1.1% |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
TOTAL INVESTMENTS - 82.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
413,434,869 |
|
$ |
417,978,856 |
|
82.9% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Goldman Sachs Financial Square Government Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
595,827 |
|
$ |
595,827 |
|
0.1% |
| |
|
|
|
|
|
|
|
|
Total Cash Equivalents |
|
|
|
595,827 |
|
595,827 |
|
0.1% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
TOTAL INVESTMENTS AND CASH EQUIVALENTS - 83.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
414,030,696 |
|
$ |
418,574,683 |
|
83.0% |
|
Bain Capital Specialty Finance, Inc.
Schedule of Investments
(Unaudited)
Forward Foreign Currency Exchange Contracts (8)
Currency Purchased |
|
Currency Sold |
|
Counterparty |
|
Settlement Date |
|
Unrealized |
| |||||
USD |
|
16,380,814 |
|
EURO |
|
15,080,000 |
|
Bank of New York Mellon |
|
3/6/2018 |
|
$ |
(1,058,937 |
) |
USD |
|
1,191,406 |
|
EURO |
|
1,030,000 |
|
Bank of New York Mellon |
|
6/22/2018 |
|
(7,057 |
) | |
USD |
|
9,647,586 |
|
POUND STERLING |
|
7,635,000 |
|
Bank of New York Mellon |
|
3/6/2018 |
|
(343,244 |
) | |
|
|
|
|
|
|
|
|
$ |
(1,409,238 |
) |
(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (LIBOR or L), the Euro Interbank Offered Rate (EURIBOR or E) or the Prime (P) and which reset daily, quarterly or semiannually. For each, the Company has provided the spread over LIBOR, EURIBOR or Prime and the current weighted average interest rate in effect at June 30, 2017. Certain investments are subject to a LIBOR or Prime interest rate floor.
(2) The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.
(3) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused facility fee.
(4) Percentages are based on the Companys net assets of $504,464,144 as of June 30, 2017.
(5) Used for capital expenditures.
(6) The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Companys total assets. As of June 30, 2017, non-qualifying assets totaled 10.5% of the Companys total assets.
(7) The assets to be issued will be determined at the time the funds are called.
(8) Unrealized appreciation/(depreciation) on forward currency exchange contracts.
(9) The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling and represents Euro.
(10) As defined in the 1940 Act, the Company is deemed to be an Affiliated Investment of the Company as the Company owns five percent or more of the portfolio companys securities.
(11) As defined in the 1940 Act, the Company is deemed to Control this portfolio company as the Company either owns more than 25% of the portfolio companys outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.
(12) The Company holds this investment through Intermediary Entities (as defined). The investment disclosed in this schedule of investments reflects the ultimate interest in which the Company has rights, and obligations, if any.
(13) The Company holds a non-controlling, non-affiliate interest in TecoStar Holdings, Inc. common stock through this investment.
(14) The Company holds a non-controlling, affiliate interest in an aircraft-owning special purpose vehicle through this investment.
See Notes to Financial Statements.
Bain Capital Specialty Finance, Inc.
Schedule of Investments
As of December 31, 2016
Portfolio Company |
|
Industry |
|
Asset Type |
|
Spread |
|
Interest Rate |
|
Maturity Date |
|
Principal/ |
|
Amortized Cost |
|
Fair Value |
|
Percentage of |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
FineLine Technologies, Inc. |
|
Capital Equipment |
|
First lien senior secured loan |
|
L+4.75% |
|
5.75% |
|
11/2/2022 |
|
$ |
14,807,089 |
|
$ |
14,482,151 |