n
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __ to __
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
Incorporation or Organization)
Identification No.)
200 Clarendon Street, 37th Floor
Boston, MA
02116
(Address of Principal Executive Office)
(Zip Code)
(617) 516‑2000
(Registrant’s Telephone Number, Including Area Code)
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
BCSF
New York Stock Exchange
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒
As of May 5, 2025, the registrant had 64,868,507 shares of common stock outstanding.
TABLE OF CONTENTS
Page
PART I
FINANCIAL INFORMATION
3
Item 1.
Consolidated Financial Statements
Consolidated Statements of Assets and Liabilities as of March 31, 2025 (unaudited) and December 31, 2024
Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (unaudited)
4
Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2025 and 2024 (unaudited)
5
Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited)
6
Consolidated Schedules of Investments as of March 31, 2025 (unaudited) and December 31, 2024
7
Notes to Consolidated Financial Statements (unaudited)
45
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
121
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
140
Item 4.
Controls and Procedures
PART II
OTHER INFORMATION
Legal Proceedings
141
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Default Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits, Consolidated Financial Statement Schedules
142
Signatures
147
i
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, 2024 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 may be 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, 2024. 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.
ii
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share data)
As of
March 31, 2025
December 31, 2024
(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliate investments (amortized cost of $1,799,763 and $1,784,019, respectively)
$
1,813,479
1,773,742
Non-controlled/affiliate investments (amortized cost of $74,926 and $77,269, respectively)
71,524
75,733
Controlled affiliate investments (amortized cost of $581,375 and $585,702, respectively)
579,942
581,714
Cash and cash equivalents
10,168
51,562
Foreign cash (cost of $28,476 and $2,640, respectively)
28,188
1,963
Restricted cash and cash equivalents
55,609
45,541
Collateral on derivatives
2,900
9,755
Deferred financing costs
4,333
4,591
Interest receivable on investments
31,061
39,164
Interest rate swap
5,371
—
Receivable for sales and paydowns of investments
32,186
37,760
Prepaid insurance
197
Unrealized appreciation on forward currency exchange contracts
1,471
4,690
Dividend receivable
6,083
5,745
Total Assets
2,642,315
2,632,157
Liabilities
Debt (net of unamortized debt issuance costs of $12,588 and $4,929, respectively)
1,451,204
1,390,270
Interest payable
11,610
13,860
Payable for investments purchased
1,917
29,490
Collateral payable on derivatives
6,000
Unrealized depreciation on forward currency exchange contracts
39
1,185
Base management fee payable
9,068
9,160
Incentive fee payable
2,222
4,696
Accounts payable and accrued expenses
15,751
14,771
Distributions payable
29,053
Total Liabilities
1,497,811
1,492,485
Commitments and Contingencies (See Note 10)
Net Assets
Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 64,868,507 and 64,562,265 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively
65
Paid in capital in excess of par value
1,164,045
1,159,493
Total distributable loss
(19,606
)
(19,886
Total Net Assets
1,144,504
1,139,672
Total Liabilities and Total Net Assets
Net asset value per share
17.64
17.65
See Notes to Consolidated Financial Statements
Consolidated Statements of Operations
For the Three Months Ended March 31,
2025
2024
Income
Investment income from non-controlled/non-affiliate investments:
Interest from investments
41,672
43,849
Dividend income
1,725
PIK income
6,606
5,067
Other income
2,833
5,255
Total investment income from non-controlled/non-affiliate investments
52,836
54,171
Investment income from non-controlled/affiliate investments:
8
2,581
821
17
315
42
Total investment income from non-controlled/affiliate investments
67
3,717
Investment income from controlled affiliate investments:
9,148
9,165
4,786
7,446
2
Total investment income from controlled affiliate investments
13,936
16,611
Total investment income
66,839
74,499
Expenses
Interest and debt financing expenses
18,904
18,056
Base management fee
8,818
Incentive fee
9,232
Professional fees
714
801
Directors fees
174
Other general and administrative expenses
2,571
2,443
Total expenses, net of fee waivers
33,653
39,524
Net investment income before taxes
33,186
34,975
Income tax expense, including excise tax
1,076
1,025
Net investment income
32,110
33,950
Net realized and unrealized gains (losses)
Net realized loss on non-controlled/non-affiliate investments
(20,986
(2,536
Net realized gain (loss) on non-controlled/affiliate investments
(2,967
4,719
Net realized gain (loss) on foreign currency transactions
(249
23
Net realized gain (loss) on forward currency exchange contracts
(2,405
1,727
Net change in unrealized appreciation on foreign currency translation
435
(208
Net change in unrealized appreciation on forward currency exchange contracts
(2,073
1,241
Net change in unrealized appreciation on non-controlled/non-affiliate investments
23,993
10,558
Net change in unrealized appreciation on non-controlled/affiliate investments
(1,866
(13,358
Net change in unrealized appreciation on controlled affiliate investments
2,555
(1,021
Total net gain (loss)
(3,563
1,145
Net increase in net assets resulting from operations
28,547
35,095
Basic and diluted net investment income per share of common stock
0.50
0.53
Basic and diluted increase in net assets resulting from operations per share of common stock
0.44
0.55
Basic and diluted weighted average common stock outstanding
64,676,192
64,562,265
Consolidated Statements of Changes in Net Assets
Operations:
Net realized gain (loss)
(26,607
3,933
Net change in unrealized appreciation
23,044
(2,788
Stockholder distributions:
Distributions from distributable earnings
(29,191
(29,053
Net decrease in net assets resulting from stockholder distributions
Capital share transactions:
Issuances of common stock (net of offering and underwriting costs)
4,552
Shares issued in connection with dividend reinvestment plan
924
Net increase in net assets resulting from capital share transactions
5,476
Total increase in net assets
4,832
6,042
Net assets at beginning of period
1,136,466
Net assets at end of period
1,142,508
Net asset value per share of common stock
17.70
Common stock outstanding at end of period
64,868,507
Consolidated Statements of Cash Flows
Cash flows from operating activities
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash used in operating activities:
Purchases of investments
(299,374
(400,920
Proceeds from principal payments and sales of investments
251,317
296,739
Net realized (gain) loss from investments
23,953
(2,183
Net realized (gain) loss on foreign currency transactions
249
(23
2,073
(1,241
Net change in unrealized appreciation on investments
(24,682
3,821
(435
208
Increase in investments due to PIK
(5,415
(4,296
Accretion of discounts and amortization of premiums
(1,554
(1,466
Amortization of deferred financing costs and debt issuance costs
1,149
890
Changes in operating assets and liabilities:
6,855
(440
8,103
7,089
(78
(544
(338
2,507
(2,250
(396
(92
(111
(2,474
1,905
980
(322
Net cash used in operating activities
(7,269
(63,688
Cash flows from financing activities
Borrowings on debt
459,000
198,000
Repayments on debt
(395,699
(97,000
Payments of financing costs
(8,551
Proceeds from issuances of common stock (net of offering and underwriting costs)
Purchase of common shares issued in connection with dividend reinvestment plan
Stockholder distributions paid
(58,244
(27,116
Net cash provided by financing activities
1,982
73,884
Net (increase) decrease in cash, foreign cash, restricted cash and cash equivalents
(5,287
10,196
Effect of foreign currency exchange rates
186
(185
Cash, foreign cash, restricted cash and cash equivalents, beginning of period
99,066
112,484
Cash, foreign cash, restricted cash and cash equivalents, end of period
93,965
122,495
Supplemental disclosure of cash flow information:
Cash interest paid during the period
20,005
17,562
Cash paid for excise taxes during the period
3,337
2,248
As of March 31,
Cash
46,708
Restricted cash
73,553
Foreign cash
2,234
Total cash, foreign cash, restricted cash, and cash equivalents shown in the consolidated statements of cash flows
Consolidated Schedule of Investments
As of March 31, 2025
(In thousands)
Portfolio Company
Investment Type
Index (1)
Spread (1)
Interest Rate
Maturity Date
Principal/Shares
Cost
Market Value
% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Aerospace & Defense
ATS (3)(15)(19)
First Lien Senior Secured Loan - Revolver
SOFR
5.75%
10.07
%
7/12/2029
ATS (15)(19)(29)
First Lien Senior Secured Loan
10.05
7,083
7,003
BTX Precision (3)(5)(18)(19)
First Lien Senior Secured Loan - Delayed Draw
7/25/2030
(62
BTX Precision (15)(19)(29)
5.00%
9.31
6,248
6,196
BTX Precision (3)(15)(19)
9.32
14,005
13,910
(33
7,665
7,605
BTX Precision (14)(19)(25)
Equity Interest
2,199
2,792
Forward Slope (14)(19)(25)
930
1,497
Forward Slope (15)(19)
5.60%
9.90
8/22/2029
6,123
Forward Slope (15)(19)(29)
18,363
17,996
Forward Slope (3)(15)(19)
9.92
2,961
2,799
5,604
5,537
GSP Holdings, LLC (15)(19)(29)
5.90%
10.20
11/5/2027
1,127
1,109
1,048
9,549
9,552
8,880
GSP Holdings, LLC (15)(19)
4,551
4,546
4,232
Mach Acquisition R/C (3)(15)(19)
7.40%
11.68
10/19/2026
8,537
8,474
Mach Acquisition T/L (15)(19)
7.65%
11.94
34,436
34,219
Precision Ultimate Holdings, LLC (14)(19)(25)
620
781
858
1,417
975
Robinson Helicopter (14)(19)(25)
1,592
507
2,551
Saturn Purchaser Corp. (15)(19)(29)
4.85%
9.17
7/22/2030
13,281
13,186
Saturn Purchaser Corp. (3)(5)(18)(19)
(57
Solairus (3)(5)(18)(19)
(17
Whitcraft-Paradigm (3)(15)(19)
5.50%
9.80
2/15/2029
4,547
Whitcraft-Paradigm (15)(19)(29)
6.50%
10.80
11,762
11,682
Whitcraft-Paradigm (3)(18)(19)(23)
P
13.00
2/28/2029
1,460
1,445
Aerospace & Defense Total
162,619
166,057
14.5
Automotive
American Trailer Rental Group (19)(26)
Subordinated Debt
5.50% (8.75% PIK)
14.25
12/1/2027
5,557
5,519
5,222
17,144
16,975
16,115
21,408
21,204
20,124
Cardo (6)(18)(19)
5.25%
9.67
5/12/2028
98
97
Chilton (2)(3)(5)(18)(19)
2/5/2031
(24
(25
Chilton (3)(15)(19)
569
542
541
Chilton (15)(19)
23,014
22,853
22,841
Gills Point S (3)(15)(19)
9.82
5/17/2029
3,577
3,516
Gills Point S (15)(19)
3,689
3,665
7,365
Gills Point S (15)(19)(29)
12,473
1,247
1,233
Gills Point S (14)(19)(25)
215
231
Intoxalock (15)(19)(29)
5.10%
9.42
11/1/2028
11,974
11,897
Intoxalock (3)(5)(18)(19)
(20
JHCC Holdings, LLC (15)(19)(29)
9.55
9/9/2027
11,892
11,830
JHCC Holdings, LLC (3)(18)(19)
4.25%
11.75
1,133
1,103
Automotive Total
120,443
118,497
10.4
Beverage, Food & Tobacco
AgroFresh Solutions (15)(19)
6.35%
10.67
3/31/2029
6,153
6,021
AgroFresh Solutions (15)(19)(29)
10,914
10,747
3/31/2028
5,015
4,945
Arctic Glacier U.S.A., Inc. (3)(19)(26)(31)
6.76% (4.00% PIK)
15.04
5/24/2028
1,543
1,513
1,465
Arctic Glacier U.S.A., Inc. (19)(26)(31)
15.06
12,519
12,350
12,019
BCSF Project Aberdeen, LLC (14)(19)(25)
2,217
2,358
Hellers (6)(18)(19)(26)
BKBM
3.56% (2.19% PIK)
9.41
9/27/2030
NZ$
3,979
2,423
2,188
BBSY
9.93
AUD
1,789
1,240
1,083
Hellers (6)(19)(26)
15.00% PIK
15.00
3/27/2031
474
292
261
Hellers (2)(3)(5)(6)(18)(19)
(14
NPC International, Inc. (14)(19)(25)(27)
274
410
34
PPX (14)(19)(25)
Preferred Equity
33
5,000
4,000
Spindrift (19)(26)
13.75% PIK
13.75
2/19/2033
1,421
1,380
1,379
Spindrift (14)(19)(25)
1
500
501
Beverage, Food & Tobacco Total
49,024
47,356
4.1
Capital Equipment
AXH Air Coolers (3)(15)(19)
10/31/2029
871
840
1,835
1,793
AXH Air Coolers (15)(19)(29)
7,400
7,342
AXH Air Coolers (14)(19)(25)
3,417
1,104
6,917
7,045
6,997
DiversiTech (17)
3.76%
8.06
12/22/2028
East BCC Coinvest II, LLC (14)(19)(25)
1,419
1,229
463
Ergotron Acquisition LLC (16)(19)(29)
9.58
7/6/2028
10,964
10,828
FCG Acquisitions, Inc. (14)(19)(25)
Goodfellow (6)(15)(19)
SONIA
10.55
2/6/2032
£
1,059
1,301
1,354
EURIBOR
7.78
2/10/2032
€
5,500
5,627
5,946
1,705
1,744
1,843
2,224
2,203
2,202
9.71
1,614
2,080
2,072
Goodfellow (3)(6)(18)(19)
PPT Group (2)(3)(5)(6)(18)(19)
2/28/2031
(11
(16
PPT Group (6)(18)(19)
9.96
6,177
7,711
7,913
PPT Group (6)(14)(19)(25)
376
TCFIII Owl Finance, LLC (19)(26)
12.00% PIK
12.00
1/30/2027
6,354
6,327
Capital Equipment Total
57,476
63,528
5.6
Chemicals, Plastics & Rubber
AP Plastics Group, LLC (16)(19)
4.75%
9.60
8/10/2028
176
AP Plastics Group, LLC (16)(19)(29)
8,117
7,981
2,149
2,129
Duraco (3)(19)(32)
6/6/2029
199
173
139
Duraco (19)(29)(32)
11,704
11,546
11,353
V Global Holdings LLC (16)(19)
8.28
12/22/2027
101
V Global Holdings LLC (16)(19)(29)
5,729
5,673
V Global Holdings LLC (3)(16)(19)
5.85%
10.17
7,055
6,798
Chemicals, Plastics & Rubber Total
34,834
34,390
3.0
9
Construction & Building
Chase Industries, Inc. (15)(19)(26)
5.65% (1.50% PIK)
11.45
11/11/2027
27,399
26,791
26,372
2,686
2,626
2,585
Chase Industries, Inc. (3)(15)(19)(26)
1,084
1,024
1,020
Service Master (15)(19)(26)
5.86% (1.00% PIK)
11.19
8/16/2027
1,573
1,563
Service Master (14)(19)(25)
169
112
Service Master (18)(19)(26)
6.01% (1.00% PIK)
11.33
921
914
3,167
7,589
7,533
Service Master (3)(18)(19)(26)
11.31
17,303
17,237
Elk (14)(19)(25)
810
72
722
1,107
Zeus Fire & Security (3)(15)(19)
12/11/2030
110
Zeus Fire & Security (2)(3)(5)(18)(19)
(19
Zeus Fire & Security (15)(19)
9.29
13,420
13,325
13,319
Construction & Building Total
75,235
75,968
6.6
Consumer Goods: Durable
New Milani Group LLC (15)(19)(29)
6/6/2026
11,179
11,006
Stanton Carpet (15)(19)
Second Lien Senior Secured Loan
9.15%
13.44
11,434
11,297
11,435
Tangent Technologies Acquisition, LLC (15)(19)
9.00%
13.32
5/30/2028
8,915
8,812
TLC Holdco LP (14)(19)(25)
1,281
1,221
1,540
TLC Purchaser, Inc. (15)(19)(29)
5.76%
10.06
10/11/2027
13,131
12,877
TLC Purchaser, Inc. (3)(5)(18)(19)
(27
Consumer Goods: Durable Total
45,186
46,200
4.0
Consumer Goods: Non-Durable
Evriholder (19)(29)(32)
6.90%
11.20
1/24/2028
6,016
5,973
5,986
Fineline Technologies, Inc. (14)(19)(25)
939
1,288
Hempz (2)(3)(5)(18)(19)
10/25/2029
(15
Hempz (15)(19)
2,293
2,275
2,276
RoC Skincare (15)(19)(29)
10.08
2/21/2031
9,900
9,774
RoC Skincare (3)(5)(18)(19)
2/21/2030
Solaray, LLC (15)(19)
6.85%
11.17
12/15/2025
13,099
13,083
12,837
Solaray, LLC (15)(19)(29)
28,441
27,873
Solaray, LLC (3)(18)(19)
12,052
12,045
WU Holdco, Inc. (15)(19)
9.30
3/26/2027
1,657
1,643
WU Holdco, Inc. (15)(19)(29)
36,799
36,666
WU Holdco, Inc. (3)(18)(19)
3,461
3,447
Consumer Goods: Non-Durable Total
114,247
114,115
10.0
10
Consumer Goods: Wholesale
WSP (7)(14)(15)(19)(26)
1.15% (4.00% PIK)
9.44
4/27/2028
3,195
3,103
2,396
WSP (7)(14)(19)(26)
8.00% PIK
8.00
2,084
1,995
WSP (14)(19)(25)
12
216
2,898
WSP (2)(3)(5)(7)(14)(18)(19)
(6
Consumer Goods: Wholesale Total
8,218
2,334
0.2
Containers, Packaging & Glass
ASP-r-pac Acquisition Co LLC (16)(19)(29)
6.26%
12/29/2027
5,769
5,664
ASP-r-pac Acquisition Co LLC (3)(16)(19)
6.11%
10.44
1,601
1,562
Containers, Packaging & Glass Total
7,226
7,370
0.6
Energy: Electricity
WCI Gigawatt Purchaser (15)(19)(29)
6.01%
10.34
11/19/2027
1,408
1,393
1,394
WCI Gigawatt Purchaser (3)(15)(19)
5.86%
10.18
3,754
3,722
3,703
Energy: Electricity Total
5,115
5,097
0.4
Environmental Industries
Reconomy (6)(18)(19)
6.25%
10.71
68
83
87
6.00%
8.36
27
28
29
Reconomy (3)(5)(6)(18)(19)
(72
Titan Cloud Software, Inc (14)(19)(25)
3,532
5,184
Titan Cloud Software, Inc (18)(19)(26)
2.00% (4.60% PIK)
11.03
9/7/2029
26,953
26,789
Titan Cloud Software, Inc (3)(18)(19)(26)
10.86
9/7/2028
3,599
3,566
10.90
12,094
12,028
Environmental Industries Total
45,954
47,946
4.2
FIRE: Finance
Allworth Financial Group, L.P. (3)(15)(19)
12/23/2027
877
Allworth Financial Group, L.P. (15)(19)(29)
9.07
854
847
1,474
Allworth Financial Group, L.P. (3)(5)(18)(19)
(8
Choreo (3)(18)(19)
2/18/2028
Congress Wealth (3)(5)(18)(19)
6/30/2029
(35
11
Congress Wealth (3)(15)(19)(29)
6,357
Congress Wealth (15)(19)
1,650
1,648
Congress Wealth (3)(18)(19)
Congress Wealth (14)(19)(25)
16
323
589
Insigneo Financial Group LLC (19)(26)
10.00% PIK
10.00
8/1/2027
2,071
2,086
Insigneo Financial Group LLC (14)(19)(25)
534
535
2,796
Insigneo Financial Group LLC (15)(19)
6.60%
11.02
8/1/2028
267
262
Lagerbox (6)(15)(19)
3.50%
6.22
12/20/2028
750
779
811
Parmenion (6)(18)(19)
5/23/2029
295
369
381
PMA (2)(3)(5)(18)(19)
1/31/2031
(18
PMA (16)(19)
58
57
Sikich (19)(25)(26)
13.00% PIK
3,307
Sikich (14)(19)(25)
Warrants
488
TA/Weg Holdings (15)(19)(29)
10/2/2028
9,185
2,319
2,315
Wealth Enhancement Group (WEG) (3)(5)(18)(19)
10/4/2028
(34
Wealth Enhancement Group (WEG) (3)(15)(19)
7,772
7,694
FIRE: Finance Total
37,964
41,377
3.6
FIRE: Insurance
Margaux UK Finance Limited (6)(18)(19)
10.21
12/19/2025
499
658
644
McLarens Acquisition Inc. (16)(19)(29)
11,887
11,857
McLarens Acquisition Inc. (16)(19)
2,872
McLarens Acquisition Inc. (3)(16)(19)
12/16/2025
748
747
MRHT (3)(6)(18)(19)
8.61
2/1/2029
4,825
5,128
5,217
MRHT (6)(15)(19)
6.75%
9.28
956
1,034
PCF (3)(16)(19)
10,228
10,197
Simplicity (3)(16)(19)
9.19
12/31/2031
1,392
1,350
1,305
Simplicity (2)(3)(5)(18)(19)
(42
(43
Simplicity (16)(19)(29)
35,437
35,090
35,082
FIRE: Insurance Total
68,877
68,974
6.0
Healthcare & Pharmaceuticals
AEG Vision (3)(15)(19)
3/27/2027
9,482
8,956
AEG Vision (15)(19)(29)
16,309
16,179
17,787
17,645
2,053
2,037
AOM Infusion (2)(3)(5)(18)(19)
3/19/2032
(3
(4
AOM Infusion (16)(19)
3,643
3,606
Apollo Intelligence (14)(19)(25)
3,378
2,916
Apollo Intelligence (16)(19)(29)
5/31/2028
15,039
15,223
14,964
Apollo Intelligence (3)(16)(19)
6,710
6,672
6,660
Beacon Specialized Living (3)(15)(19)
3/25/2028
2,444
2,333
Beacon Specialized Living (15)(19)(29)
4,963
4,919
Beacon Specialized Living (3)(18)(19)
Caregiver (19)(26)
16.50% PIK
16.50
1/1/2030
8,696
8,593
8,588
CB Titan Holdings, Inc. (14)(19)(25)
1,953
EHE Health (3)(18)(19)
8/7/2030
EHE Health (15)(19)(29)
10,842
10,745
EHE Health (14)(19)(25)
2,178
Great Expressions Dental Center PC (15)(19)(26)
1.15% (3.00% PIK)
8.45
9/30/2026
9,859
9,880
8,874
HealthDrive (15)(19)
6.10%
10.42
8/20/2029
1,903
271
HealthDrive (3)(15)(19)
606
599
HealthDrive (3)(18)(19)
HealthDrive (14)(19)(25)
18
1,822
1,897
Masco (6)(18)(19)(26)
13.25
10/4/2032
5,350
5,271
Mertus 522. GmbH (6)(18)(19)(26)
6.25% (0.75% PIK)
9.69
5/28/2026
227
253
237
9.38
133
146
Nafinco (3)(6)(15)(19)
7.76
8/29/2031
1,510
1,549
Nafinco (6)(18)(19)
7.97
52
56
55
Nafinco (3)(6)(18)(19)
7.87
5/30/2031
220
223
Odyssey Behavioral Health (2)(3)(5)(18)(19)
11/21/2030
(86
(36
Odyssey Behavioral Health (15)(19)
5/21/2031
3,619
3,576
3,601
Odyssey Behavioral Health (14)(19)(25)
22
2,388
Pharmacy Partners (19)(32)
10.81
1,685
1,669
Pharmacy Partners (3)(5)(18)(19)
(54
Premier Imaging, LLC (15)(19)(26)(29)
2.26% (4.00% PIK)
10.56
3/31/2026
8,033
8,003
7,229
Premier Imaging, LLC (15)(19)(26)
2,167
2,157
1,950
Red Nucleus (2)(3)(5)(18)(19)
10/17/2031
(31
Red Nucleus (3)(16)(19)
476
487
Red Nucleus (16)(19)
RedMed Operations (Collage Rehabilitation) (2)(3)(5)(18)(19)
(7
RedMed Operations (Collage Rehabilitation) (3)(15)(19)
1,051
1,040
RedMed Operations (Collage Rehabilitation) (15)(19)
25,413
25,286
25,285
SunMed Group Holdings, LLC (16)(19)(29)
9.89
6/16/2028
8,496
8,416
Sunmed Group Holdings, LLC (3)(5)(18)(19)
6/16/2027
(5
Healthcare & Pharmaceuticals Total
179,101
175,897
15.4
13
High Tech Industries
Access (6)(18)(19)
6/28/2029
80
99
103
Applitools (2)(3)(5)(18)(19)
5/25/2028
(51
Applitools (6)(16)(19)(26)
6.25% PIK
5/25/2029
20,019
19,921
19,668
Appriss (2)(3)(5)(18)(19)
3/10/2031
(13
Appriss (3)(15)(19)
380
354
Appriss (15)(19)
22,114
21,948
Appriss Holdings, Inc. (14)(19)(25)
2,136
1,606
1,786
Appriss Holdings, Inc. (15)(19)
7.15%
11.48
5/6/2027
10,996
10,905
Appriss Holdings, Inc. (3)(5)(18)(19)
AQ Software Corporation (14)(19)(25)
1,095
1,844
1,825
502
1,431
Chartbeat (19)(26)
16.00% PIK
16.00
10/4/2030
11,457
11,278
11,285
Chartbeat (14)(19)(25)
Cloud Technology Solutions (CTS) (6)(15)(19)(26)
2.23% (4.77% PIK)
11.46
2,043
2,595
2,623
Cloud Technology Solutions (CTS) (6)(14)(19)(25)
4,408
5,360
5,417
Eagle Rock Capital Corporation (14)(19)(25)
3,345
7,935
Eleven Software (14)(19)(25)
109
132
896
1,088
Eleven Software (18)(19)
8.25%
12.55
4/25/2027
7,439
7,403
8.10%
12.42
9/25/2026
1,488
1,483
Govineer Solutions (fka Black Mountain) (2)(3)(5)(18)(19)
10/7/2030
(45
(59
(30
(39
Govineer Solutions (fka Black Mountain) (15)(19)
7,420
7,364
LogRhythm (2)(3)(5)(18)(19)
7/2/2029
NearMap (3)(5)(6)(18)(19)
12/9/2029
(60
PayRange (14)(19)(25)
4,527
4,716
PayRange (2)(3)(5)(18)(19)
10/31/2030
PayRange (15)(19)
9.57
7,079
7,014
7,026
PlentyMarkets (3)(6)(18)(19)
9/13/2031
PlentyMarkets (2)(3)(5)(6)(18)(19)
3/13/2032
(142
(143
RetailNext (2)(3)(5)(18)(19)
12/5/2030
(29
RetailNext (15)(19)
7.00%
17,007
16,850
16,837
Revalize, Inc. (15)(19)(29)
10.19
4/15/2027
5,236
5,214
5,131
Revalize, Inc. (15)(19)
1,964
1,956
1,925
Revalize, Inc. (3)(15)(19)
804
799
777
SAM (19)(26)
14.25% PIK
5/9/2028
38,517
38,357
SensorTower (14)(19)(25)
156
2,400
7,637
SensorTower (19)(29)(31)
7.50%
11.80
3/15/2029
11,135
10,999
SensorTower (3)(5)(18)(19)
Superna Inc. (3)(5)(6)(18)(19)
3/6/2028
Superna Inc. (6)(14)(19)(25)
1,463
2,722
14
Superna Inc. (6)(15)(19)
10.79
2,700
2,670
Utimaco (6)(14)(19)(25)
2,223
2,190
Utimaco (6)(18)(19)
8.94
5/14/2029
92
Utimaco (6)(16)(19)
10.68
128
127
260
Ventiv Holdco, Inc. (14)(19)(25)
529
909
High Tech Industries Total
199,143
208,985
18.3
Hotel, Gaming & Leisure
Awayday (15)(19)
9/6/2031
3,688
Awayday (3)(15)(19)
9/6/2030
698
683
Awayday (15)(19)(29)
19,242
19,069
12,242
12,199
City BBQ (3)(5)(18)(19)
9/4/2030
(38
City BBQ (15)(19)(29)
5.35%
9.66
15,341
15,224
City BBQ (14)(19)(25)
1,271
1,345
City BBQ (3)(18)(19)
Concert Golf Partners Holdco LLC (3)(5)(18)(19)
4/1/2031
(49
Concert Golf Partners Holdco LLC (16)(19)(29)
9.06
3/31/2031
6,675
6,587
4/1/2030
Le Berger SA (6)(15)(19)
3.75%
6.11
2/21/2028
522
539
Pollo Tropical (2)(3)(5)(18)(19)
10/23/2029
(12
Pollo Tropical (15)(19)
9.54
6,190
6,117
6,113
Pyramid Global Hospitality (19)(24)(29)
1/19/2028
5,286
5,268
9,800
9,620
Pyramid Global Hospitality (3)(5)(18)(19)
(47
Hotel, Gaming & Leisure Total
80,078
80,957
7.1
Media: Advertising, Printing & Publishing
AdThrive (18)
4.36%
8.69
3/23/2028
4,949
4,879
4,870
Facts Global Energy (6)(18)(19)
9.56
12/20/2031
9,461
9,420
9,367
Facts Global Energy (2)(3)(5)(6)(18)(19)
(63
6/20/2031
6,813
6,749
6,745
Kpler (6)(15)(19)
3/3/2030
100
120
129
8.59
106
108
Kpler (6)(18)(19)
OGH Bidco Limited (3)(6)(18)(19)
6/29/2029
2,613
OGH Bidco Limited (6)(18)(19)
164
170
TGI Sport Bidco Pty Ltd (6)(17)(19)
6.12%
10.57
6/24/2029
69
88
89
TGI Sport Bidco Pty Ltd (6)(18)(19)
11.15
4/30/2026
76
61
7.11%
11.44
73
Media: Advertising, Printing & Publishing Total
24,349
24,085
2.1
15
Media: Broadcasting & Subscription
Lightning Finco Limited (6)(16)(19)
5.68%
10.02
8/31/2028
1,443
1,438
8.08
1,300
1,429
1,406
Media: Broadcasting & Subscription Total
2,867
2,849
Media: Diversified & Production
Aptus 1724 Gmbh (6)(19)(21)(26)
4.15% (4.00% PIK)
12.44
3/3/2028
5,094
4,075
Efficient Collaborative Retail Marketing Company, LLC (15)(19)(26)
6.01% (3.75% PIK)
14.06
12/31/2025
11,258
9,425
9,119
17,310
14,416
14,021
Efficient Collaborative Retail Marketing Company, LLC (3)(15)(19)
6.61%
10.94
1,244
Music Creation Group Bidco GmbH (6)(19)(21)(26)
4,165
4,109
3,332
Media: Diversified & Production Total
34,288
31,791
2.8
Retail
Galeria (6)(19)(26)
4/9/2029
9,261
9,933
10,013
Galeria (6)(14)(19)(25)
New Look Vision Group (6)(15)(19)
CORRA
5.82%
8.48
5/26/2028
CAD
20
New Look Vision Group (3)(6)(15)(19)
5/26/2026
694
483
54
43
38
New Look Vision Group (6)(18)(19)(26)
4.15% (2.00% PIK)
10.45
388
Thrasio, LLC (15)(19)(26)
10.26% PIK
14.55
6/18/2029
4,739
4,760
3,934
Thrasio, LLC (14)(19)(25)
70
1,546
Retail Total
24,967
16,444
1.4
Services: Business
ACAMS (14)(19)(25)
2,414
Advanced Aircrew (2)(3)(18)(19)
7/26/2030
Advanced Aircrew (15)(19)
10.82
5,081
5,036
5,056
Advanced Aircrew (14)(19)(25)
592
622
Allbridge (3)(5)(18)(19)
6/5/2030
Allbridge (15)(19)(29)
9,023
8,965
Allbridge (3)(18)(19)
AMI (3)(16)(19)
767
733
AMI (16)(19)(29)
9,274
9,209
9,204
Avalon Acquiror, Inc. (15)(19)(29)
3/10/2028
14,244
14,165
14,101
Avalon Acquiror, Inc. (3)(15)(19)
5,882
5,789
5,798
Beneficium (2)(3)(6)(18)(19)
6/28/2031
(140
Beneficium (6)(15)(19)
7,497
9,394
9,531
Brook Bidco (6)(14)(19)(25)
5,675
7,783
7,208
Brook Bidco (6)(18)(19)(26)
4.03% (3.50% PIK)
12.48
7/10/2028
861
1,160
Brook Bidco (6)(16)(19)(26)
4.18% (3.50% PIK)
12.51
345
460
445
123
159
Cube (3)(18)(19)
5/20/2031
Cube (18)(19)(26)
3.00% (4.50% PIK)
11.78
8,836
8,858
Darcy Partners (14)(19)(25)
359
360
521
Darcy Partners (18)(19)
7.75%
12.17
6/1/2028
1,492
Darcy Partners (3)(18)(19)
Datix Bidco Limited (3)(5)(6)(18)(19)
4/30/2031
10/30/2030
Datix Bidco Limited (17)(19)
16,626
16,334
Datix Bidco Limited (3)(6)(18)(19)
Discovery Senior Living (3)(15)(19)
9.81
3/18/2030
1,181
1,123
Discovery Senior Living (3)(5)(18)(19)
DTIQ (2)(3)(5)(18)(19)
9/30/2029
(81
DTIQ (2)(3)(18)(19)
DTIQ (13)(19)(29)
11.82
16,693
16,426
16,443
DTIQ (14)(19)(25)
3,995
936
Easy Ice (3)(15)(19)
5.40%
9.70
2,208
2,135
2,051
Easy Ice (2)(3)(5)(18)(19)
(73
Easy Ice (15)(19)(29)
14,526
14,323
14,308
Electronic Merchant Systems (2)(3)(18)(19)
8/1/2030
Electronic Merchant Systems (16)(19)(29)
7,133
7,020
7,062
Electronic Merchant Systems (14)(19)(25)
148
1,596
1,833
Elevator Holdco Inc. (14)(19)(25)
2,448
3,374
E-Tech Group (3)(15)(19)
4.50%
4/9/2030
182
171
162
Fiduciaire Jean-Marc Faber (FJMF) (2)(3)(5)(6)(18)(19)
2/13/2032
(83
iBanFirst (6)(18)(19)(26)
12.32
7/13/2028
3,654
3,759
3,951
3,792
3,949
4,099
104
107
3,996
4,116
4,320
iBanFirst Facility (6)(14)(19)(25)
7,112
8,136
24,394
ImageTrend (15)(19)
10.32
1/31/2029
2,500
2,477
10.29
17,000
16,809
ImageTrend (3)(5)(18)(19)
masLabor (14)(19)(25)
433
masLabor (18)(19)
7/1/2027
8,298
8,178
Morrow Sodali (15)(19)(29)
5.73%
4/25/2028
2,593
2,582
Morrow Sodali (3)(15)(19)
1,452
1,435
Opus2 (6)(14)(19)(25)
2,272
3,320
Opus2 (6)(18)(19)
5.80%
10.26
5/5/2028
168
158
Orion (2)(3)(5)(18)(19)
3/19/2027
Orion (3)(15)(19)
320
317
313
Orion (15)(19)
4,264
4,225
4,221
PRGX (2)(3)(5)(18)(19)
12/20/2030
PRGX (15)(19)
17,399
17,386
Pure Wafer (2)(3)(5)(18)(19)
11/12/2030
(9
Pure Wafer (3)(15)(19)
396
378
Pure Wafer (15)(19)
7,481
7,413
7,406
Pure Wafer (14)(19)(25)
1,236
Rydoo (6)(15)(19)
9.13
9/12/2031
1,556
1,722
1,666
Rydoo (6)(14)(19)(25)
200
229
466
520
519
SoftCo (6)(14)(19)(25)
652
SoftCo (6)(15)(19)
9.00
2/22/2031
2,000
2,146
2,162
Spring Finco BV (3)(6)(18)(19)
7/15/2029
NOK
TEI Holdings Inc. (17)(29)
4.00%
8.30
4/9/2031
2,641
2,629
2,648
TES Global (6)(18)(19)
9.46
1/27/2029
Webcentral (6)(18)(19)
10.58
12/18/2030
Webcentral (3)(6)(18)(19)
1,849
1,761
1,782
Services: Business Total
234,042
252,977
22.1
Services: Consumer
Master ConcessionAir (3)(19)(33)
8.75%
13.05
6/21/2029
184
175
8.50%
12.80
Master ConcessionAir (19)(33)
1,734
1,702
1,699
MZR Aggregator (14)(19)(25)
798
342
MZR Buyer, LLC (15)(19)(26)(29)
6.85% (0.50% PIK)
11.67
11,783
11,703
11,194
MZR Buyer, LLC (15)(19)(26)
7.00% (0.50% PIK)
11.69
5,210
5,154
MZR Buyer, LLC (2)(3)(5)(18)(19)
(26
(87
312
301
137
135
130
Spotless Brands (3)(15)(19)
9.75
7/25/2028
10,896
10,802
Surrey Bidco Limited (6)(7)(14)(18)(19)(26)
7.28% PIK
11.73
5/11/2026
77
53
WhiteWater Express (19)(26)
14.00% PIK
14.00
8,250
Services: Consumer Total
39,202
38,006
3.3
Telecommunications
Meriplex Communications, Ltd. (16)(19)(29)
7/17/2028
12,032
11,885
11,851
Meriplex Communications, Ltd. (16)(19)
7,157
7,097
7,049
2,824
2,793
2,782
Taoglas (15)(19)(29)
7.25%
11.55
595
Taoglas (14)(19)(25)
19
2,259
2,130
9,953
9,879
9,853
Taoglas (3)(6)(15)(19)
11.53
1,101
1,087
Taoglas (6)(15)(19)
447
437
443
Telecommunications Total
36,066
35,803
3.1
Transportation: Cargo
A&R Logistics, Inc. (15)(19)(26)
5.65% (1.25% PIK)
8/3/2026
933
919
886
2,394
2,393
2,273
2,688
2,687
2,554
5,902
5,899
5,606
A&R Logistics, Inc. (15)(19)(26)(29)
13,087
13,081
12,433
A&R Logistics, Inc. (3)(15)(19)(22)(26)
5.60% (1.25% PIK)
4,731
4,676
4,422
ARL Holdings, LLC (14)(19)(25)
41
Grammer Investment Holdings LLC (14)(19)(25)
122
1,011
1,019
332
1,183
Gulf Winds International (15)(19)
7.60%
11.92
12/16/2028
1,074
1,064
1,031
Gulf Winds International (15)(19)(29)
11,725
11,495
5,292
5,194
5,080
REP Coinvest III- A Omni, L.P. (14)(19)(25)
1,377
636
RoadOne (15)(19)(29)
10.49
12/29/2028
11,721
RoadOne (3)(18)(19)
10.50
1,729
1,647
RoadOne (18)(19)
923
Transportation: Cargo Total
65,874
62,611
5.5
Transportation: Consumer
PrimeFlight (15)(19)
5/1/2029
9,405
9,315
PrimeFlight Acquisition LLC (15)(19)
4,045
3,992
PrimeFlight Acquisition LLC (15)(19)(29)
9.79
12,036
11,858
833
Transportation: Consumer Total
25,998
26,319
2.3
Utilities: Water
Vessco Water (3)(16)(19)
7/24/2031
879
859
Vessco Water (3)(5)(18)(19)
(10
Vessco Water (16)(19)
2,187
2,170
Utilities: Water Total
3,019
3,066
0.3
Wholesale
Abracon Group Holding, LLC. (7)(14)(16)(19)(26)(29)
10.96
14,437
14,317
10,577
Abracon Group Holding, LLC. (7)(14)(16)(19)(26)
2.05% (4.60% PIK)
2,064
2,017
1,512
Hultec (14)(19)(25)
651
995
SureWerx (16)(19)
12/28/2028
SureWerx (3)(16)(19)
12/28/2029
SureWerx (3)(16)(19)(34)
845
828
Wholesale Total
18,351
14,480
1.3
Non-Controlled/Non-Affiliate Investments Total
1,799,763
158.5
Non-Controlled/Affiliate Investments
Ansett Aviation Training (6)(10)(19)(25)
5,119
3,842
8,994
Ansett Aviation Training (6)(10)(18)(19)
4.69%
8.79
9/24/2031
7,072
5,308
4,414
9,150
13,408
1.2
ADT Pizza, LLC (10)(19)(25)
6,720
3,373
3,252
Walker Edison (7)(10)(14)(18)(19)(26)
6.90% PIK
724
Walker Edison (3)(7)(10)(14)(15)(19)(26)
398
Walker Edison (10)(14)(19)(25)
60
5,592
Walker Edison (7)(10)(14)(15)(19)(26)
3/31/2027
7,239
6,621
Walker Edison (7)(10)(14)(15)(19)
6.40%
10.70
3,182
3,088
2,370
926
873
2,171
2,044
19,340
3,492
DC Blox (10)(15)(19)(26)
1.00% (9.00% PIK)
14.32
6/30/2025
1,370
DC Blox (10)(14)(19)(25)
37,842
39,004
3,851
5,208
5,743
51
43,063
51,372
4.4
Non-Controlled/Affiliate Investments Total
74,926
6.2
Controlled Affiliate Investments
BCC Jetstream Holdings Aviation (Off I), LLC (6)(10)(11)(14)(20)(25)
11,863
10,483
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(14)(20)(25)
1,116
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(14)(20)
8,013
6,371
Gale Aviation (Offshore) Co (6)(10)(11)(19)(25)
74,166
70,770
95,158
87,624
7.6
Legacy Corporate Lending HoldCo, LLC (10)(11)(14)(19)(25)
900
1,168
Legacy Corporate Lending HoldCo, LLC (10)(11)(19)(25)
35,550
42,253
36,450
43,421
3.8
Investment Vehicles
Bain Capital Senior Loan Program, LLC (6)(10)(11)(18)(19)
Subordinated Note Investment Vehicles
10.00%
12/27/2033
148,995
136,930
Bain Capital Senior Loan Program, LLC (6)(10)(11)(25)
Preferred Equity Interest Investment Vehicles
701
Equity Interest Investment Vehicles
5,594
6,087
International Senior Loan Program, LLC (6)(10)(11)(18)(19)
8.00%
12.30
2/22/2028
190,729
International Senior Loan Program, LLC (6)(10)(11)(25)
63,587
60,615
54,207
Investment Vehicles Total
405,943
388,654
34.0
Parcel2Go (6)(10)(11)(18)(19)
11/26/2031
Parcel2Go (6)(10)(11)(14)(19)(25)
14,221
0.0
Lightning Holdings B, LLC (6)(10)(11)(14)(19)(25)
43,459
43,768
60,187
5.3
Controlled Affiliate Investments Total
581,375
50.7
Investments Total
2,456,064
2,464,945
215.4
Cash Equivalents
Goldman Sachs Financial Square Government Fund Institutional Share Class
4.26
8,365
Goldman Sachs US Treasury Liquid Reserves Fund (30)
49,904
Cash Equivalents Total
58,269
5.1
Investments and Cash Equivalents Total
2,514,333
2,523,214
220.5
Interest Rate Swap
Description
Hedged Items
Company Receives
Company Pays
Counterparty
Settlement Date
Notional Amount
Upfront Payments/Receipts
Unrealized Appreciation
March 2030 Notes
5.95%
SOFR + 1.90%
Wells Fargo
3/15/2030
350,000
-
21
Forward Foreign Currency Exchange Contracts
Currency Purchased
Currency Sold
Unrealized Appreciation(8)
US DOLLARS 6,849
POUND STERLING 5,610
Bank of New York Mellon
4/23/2025
(392
US DOLLARS 81
EURO 0
5/15/2025
US DOLLARS 9,158
AUSTRALIAN DOLLARS 13,980
5/27/2025
442
US DOLLARS 29,225
EURO 26,190
855
US DOLLARS 2,949
EURO 2,670
US DOLLARS 313
CANADIAN DOLLAR 430
US DOLLARS 9
POUND STERLING 0
6/10/2025
US DOLLARS 358
EURO 310
US DOLLARS 4,792
EURO 4,380
6/12/2025
US DOLLARS 2,483
EURO 2,360
6/13/2025
(76
US DOLLARS 9,890
POUND STERLING 7,710
6/23/2025
(61
US DOLLARS 1
7/21/2025
(1
US DOLLARS 8,321
POUND STERLING 6,450
7/23/2025
US DOLLARS 2,762
AUSTRALIAN DOLLARS 3,739
7/28/2025
430
US DOLLARS 5,159
EURO 4,680
US DOLLARS 1,029
POUND STERLING 800
7/29/2025
US DOLLARS 8,880
EURO 7,870
8/22/2025
311
US DOLLARS 2,442
EURO 2,190
9/10/2025
US DOLLARS 5,089
AUSTRALIAN DOLLARS 8,090
9/17/2025
US DOLLARS 4,938
POUND STERLING 3,780
10/8/2025
US DOLLARS 15,164
EURO 13,610
305
US DOLLARS 424
CANADIAN DOLLAR 600
US DOLLARS 4,042
EURO 3,852
1/9/2026
(184
US DOLLARS 7,650
EURO 7,225
1/28/2026
(285
US DOLLARS 1,388
POUND STERLING 1,118
1/30/2026
US DOLLARS 1,922
POUND STERLING 1,480
3/20/2026
US DOLLARS 16,492
EURO 14,990
3/27/2026
US DOLLARS 9,445
EURO 8,610
BNP Paribas
3/30/2026
US DOLLARS 2,470
NEW ZEALAND DOLLAR 4,290
6/15/2026
US DOLLARS 7,111
POUND STERLING 5,620
8/27/2026
(118
US DOLLARS 1,031
POUND STERLING 820
11/25/2026
US DOLLARS 2,278
EURO 2,000
10/28/2027
1,432
Investment
Acquisition Date
ACAMS
3/10/2022
ADT Pizza, LLC
10/29/2018
Advanced Aircrew
7/26/2024
Ansett Aviation Training
3/24/2022
Apollo Intelligence
6/1/2022
Appriss Holdings, Inc.
5/3/2021
AQ Software Corporation
12/10/2021
4/14/2022
12/29/2022
ARL Holdings, LLC
5/3/2019
AXH Air Coolers
10/31/2023
Bain Capital Senior Loan Program, LLC
12/27/2021
BCC Jetstream Holdings Aviation (Off I), LLC
6/1/2017
BCC Jetstream Holdings Aviation (On II), LLC
BCSF Project Aberdeen, LLC
7/3/2024
Brook Bidco
7/8/2021
BTX Precision
7/25/2024
CB Titan Holdings, Inc.
5/1/2017
Chartbeat
10/4/2024
City BBQ
9/4/2024
Cloud Technology Solutions (CTS)
12/15/2022
Congress Wealth
6/27/2024
6/30/2023
Darcy Partners
DC Blox
9/23/2024
DTIQ
9/30/2024
Eagle Rock Capital Corporation
12/9/2021
East BCC Coinvest II, LLC
7/23/2019
EHE Health
8/7/2024
Electronic Merchant Systems
7/12/2024
Elevator Holdco Inc.
12/23/2019
Eleven Software
3/20/2024
4/25/2022
Elk
11/1/2019
FCG Acquisitions, Inc.
1/24/2019
Fineline Technologies, Inc.
2/22/2021
Forward Slope
3/15/2024
Gale Aviation (Offshore) Co
1/2/2019
Galeria
8/1/2024
Gills Point S
5/17/2023
Grammer Investment Holdings LLC
10/1/2018
24
HealthDrive
8/18/2023
Hultec
3/31/2023
iBanFirst Facility
7/13/2021
Insigneo Financial Group LLC
8/1/2022
International Senior Loan Program, LLC
Legacy Corporate Lending HoldCo, LLC
4/21/2023
Lightning Holdings B, LLC
1/2/2020
masLabor
7/1/2021
MZR Aggregator
9/17/2024
12/22/2020
NPC International, Inc.
4/1/2021
Odyssey Behavioral Health
11/21/2024
Opus2
6/16/2021
Parcel2Go
11/26/2024
PayRange
PPT Group
2/28/2025
PPX
7/29/2021
Precision Ultimate Holdings, LLC
11/6/2019
10/7/2024
Pure Wafer
11/12/2024
REP Coinvest III- A Omni, L.P.
2/5/2021
Robinson Helicopter
6/30/2022
Rydoo
9/26/2024
SensorTower
Service Master
7/15/2021
8/16/2021
Sikich
5/6/2024
SoftCo
3/1/2024
Spindrift
2/19/2025
Superna Inc.
3/8/2022
Taoglas
2/28/2023
Thrasio, LLC
6/18/2024
Titan Cloud Software, Inc
11/4/2022
TLC Holdco LP
10/11/2019
Utimaco
6/28/2022
Ventiv Holdco, Inc.
9/3/2019
Walker Edison
3/1/2023
WSP
5/20/2024
8/31/2021
25
As of December 31, 2024
Interest
Maturity
Principal/
Market
% of
Rate
Date
Shares
Value
NAV (4)
ATS (2)(3)(18)(19)
7,101
7,016
7,012
9.36
7,301
7,223
4,352
4,326
14,234
14,114
Forming Machining Industries Holdings, LLC (7)(14)(18)(19)(26)
8.90% PIK
13.41
10/9/2026
7,453
6,874
335
Forming Machining Industries Holdings, LLC (18)(19)
4.40%
8.91
10/9/2025
15,985
15,968
12,388
11.18
6,139
6,008
18,409
18,020
11.21
3,554
3,382
3,553
8,618
8,507
GSP (14)(19)(25)
818
GSP (15)(19)(29)
5.65%
9.98
1,130
1,118
11/6/2025
9,574
9,567
9,478
4,544
4,505
7,532
7,460
Mach Acquisition T/L (15)(19)(26)
6.65% (2.00% PIK)
13.27
34,518
34,255
1,777
Robinson Helicopter (15)(19)(29)
6/30/2028
10,872
10,707
7/23/2029
13,587
13,482
7/22/2029
(32
Whitcraft-Paradigm (3)(18)(19)
9.83
2,740
2,738
10.83
11,792
1,155
1,140
195,018
189,734
16.6
26
5,434
5,393
5,270
16,765
16,578
16,261
20,935
20,706
20,307
1,966
1,902
9.95
3,698
3,671
10.03
7,384
7,376
9.87
12,505
9.86
1,251
1,235
240
12,005
11,918
(22
11,922
1,386
94,811
94,323
8.3
Banking, Finance, Insurance & Real Estate
9.33
14,633
14,388
14,377
1,603
10.09
2,599
2,587
1,292
1,274
32
3,200
3,185
Banking, Finance, Insurance & Real Estate Total
23,045
23,650
14,942
14,698
AgroFresh Solutions (3)(15)(19)
4,764
15.09
12,425
12,240
11,865
Arctic Glacier U.S.A., Inc. (2)(3)(5)(19)(26)(31)
458
282
248
3.50% (2.25% PIK)
10.65
1,781
1,068
3.94% (2.25% PIK)
10.40
3,962
2,413
49,166
48,350
AXH Air Coolers (3)(5)(18)(19)
(44
10.93
7,337
AXH Air Coolers (15)(19)
9.84
16,562
16,438
8.09
9.61
10,994
10,845
Jonathan Acquisition Company (18)(19)
9.10%
13.43
8,000
7,892
6,167
6,134
53,347
57,500
5.0
9.40
7,138
6,990
7,137
Aurora Plastics (16)(19)(29)
2,193
371
358
11,733
11,566
11,498
8.78
102
96
5,744
5,682
10.15
12/22/2025
5,661
5,615
5,346
32,497
32,185
5/12/2025
27,374
26,762
26,074
2,683
2,622
2,556
849
Elk Parent Holdings, LP (14)(19)(25)
1,202
1,811
11.22
1,574
228
913
7,523
11.34
16,288
16,206
Zeus Fire & Security (3)(18)(19)
9.45
32,954
32,707
32,706
93,674
95,483
8.4
11,209
13.74
11,284
8.90%
13.39
8,802
10.11
13,162
12,881
(40
45,147
46,323
11.23
6,055
6,006
6,025
6,816
6,757
6,756
10.52
9,925
9,791
13,135
13,124
12,807
28,521
27,808
9,219
1,661
1,646
36,897
36,719
1,932
1,930
114,602
114,302
WSP (15)(19)(26)
9.74
3,162
3,156
2,538
235
WSP (2)(3)(5)(18)(19)
(2
8,275
2,735
10.85
5,784
5,668
10.47
696
653
6,321
6,480
10.53
1,412
1,395
1,398
10.22
1,365
1,330
1,314
2,725
2,712
10.95
85
8.68
26,640
26,460
1,866
1,831
11,960
43,745
45,763
Allworth (3)(15)(19)
161
856
848
1,464
Congress Wealth (3)(18)(19)(29)
Congress Wealth (3)(15)(19)
314
2,020
2,035
2,419
Lagerbox (3)(6)(18)(19)
5/11/2029
370
9.50
2,325
2,320
5,972
5,891
23,672
25,963
30
Margaux Acquisition Inc. (16)(19)(29)
11,919
11,874
Margaux Acquisition Inc. (16)(19)
2,870
657
625
5,765
6,121
5,966
9.53
990
9,194
9,231
67,479
67,349
5.9
10.23
4,200
3,609
AEG Vision (18)(19)(29)
16,350
16,184
AEG Vision (3)(18)(19)(29)
10,545
10,367
2,059
3,191
10.27
15,078
15,198
5,167
Apollo Intelligence (3)(5)(18)(19)
(55
Beacon Specialized Living (3)(5)(18)(19)
(117
8,610
8,530
EHE Health (2)(3)(18)(19)
10,869
10,764
10,760
9,814
9,828
8,637
10.46
1,908
607
600
1,860
252
9.65
145
Nafinco (2)(3)(5)(6)(18)(19)
(50
8.02
210
31
Healthcare & Pharmaceuticals Continued
(89
(91
9.77
37,128
36,668
36,664
11.01
1,690
1,672
Premier Imaging, LLC (15)(19)(29)
10.59
7,926
7,925
Premier Imaging, LLC (15)(19)
2,137
1,924
418
385
384
4,359
8,518
8,430
163,253
159,887
14.0
19,490
19,382
19,197
1,788
12.08
11,038
10,933
1,073
1,787
491
Black Mountain (2)(3)(5)(18)(19)
(52
Black Mountain (18)(19)
13,322
Chartbeat (19)(25)(26)
5,171
5,074
5,068
Cloud Technology Solutions (CTS) (6)(15)(19)
11.70
2,537
2,491
5,233
5,470
Element Buyer, Inc. (15)(19)(29)
7/19/2026
10,989
Element Buyer, Inc. (3)(5)(18)(19)
1,067
12.58
7,396
12.46
1,482
(64
High Tech Industries Continued
(41
7,150
7,080
11.47
16,841
Revalize, Inc. (14)(19)(25)
1,401
5,250
5,223
5,040
1,969
1,959
1,890
972
966
918
13.50% PIK
13.50
38,335
5,772
11.85
24,007
23,690
Superna Inc. (2)(3)(5)(6)(18)(19)
1,747
2,706
2,674
2,679
9.15
95
6.51%
11.08
259
200,037
203,801
17.9
Aimbridge Acquisition Co., Inc. (7)(18)(19)
7.76%
12.33
2/1/2027
14,193
13,868
1,420
2,997
2,979
Awayday (2)(3)(5)(18)(19)
493
477
485
19,290
19,107
19,194
5.45%
15,214
1,313
Concert Golf Partners Holdco (16)(19)(29)
6,692
6,597
4/2/2029
9.88
5,299
5,279
9,825
9,628
(53
6,181
6,104
6,103
80,366
68,578
8.72
4,961
4,885
4,938
(67
11.12
125
9.63
2,608
165
11.36
4,187
2,866
10,858
10,657
0.9
1,437
7.83
1,427
1,346
2,864
2,789
6.15% (1.50% PIK)
2/23/2028
5,043
4,286
7.76% (1.50% PIK)
13.59
11,186
9,336
9,061
17,215
14,328
13,944
6.76%
11.09
Music Creation Group Bidco GmbH (6)(18)(19)(26)
4,108
4,047
33,998
32,027
8,943
9,577
9,255
8.99
9.03
806
548
560
10.48
387
14.89
4,561
4,575
4,014
289
1,487
24,440
18,664
1.6
2,070
5,045
5,069
610
14,140
14,042
1,075
9,205
14,280
14,191
13,995
10.77
5,781
5,714
9,388
9,338
7,730
12.01
1,159
Chamber Bidco Limited (6)(18)(19)
10.12
6/2/2028
213
212
2/20/2025
Cube (18)(19)
8,651
1,496
1,486
105
Datix Bidco Limited (3)(6)(17)(19)
288
247
16,333
(94
(71
11.86
16,735
16,449
16,442
35
Services: Business Continued
Easy Ice (15)(19)
9.99
37,563
37,008
36,999
E-Tech Group (2)(3)(5)(18)(19)
9.75% PIK
12.59
3,541
3,633
3668
3,818
3,797
3,858
3,969
3,993
23,031
12.11
2,475
12.34
16,797
Learning Pool (6)(16)(19)(26)
459
452
11.81
8,319
8,186
3,223
5.53%
154
Orion (2)(3)(5)(15)(18)(19)
204
4,274
4,227
4,226
10,916
10,809
10,807
1,594
475
Smartronix (15)(19)(29)
10.35
11/23/2028
12,381
12,228
Smartronix (3)(5)(18)(19)
11/23/2027
(70
Smartronix (15)(19)
3,660
3,585
580
9.91
2,145
8.43
2,647
2,635
2,665
TES Global (3)(6)(18)(19)
Webcentral (2)(3)(5)(6)(18)(19)
9.20
575
601
246,021
261,776
23.1
36
12.94
13.16
224
219
12.84
1,820
1,785
1,784
420
MZR Buyer, LLC (15)(19)(29)
12/22/2026
11,780
11,684
11,427
MZR Buyer, LLC (15)(19)
11.28
5,175
5,053
9.78
9,525
9,423
6.28% PIK
29,209
28,515
2.5
12,075
11,914
11,894
7,193
7,128
7,085
2,791
2,082
11.58
9,978
9,897
9,829
Taoglas (2)(3)(18)(19)
11.93
1,284
1,264
448
438
35,731
35,342
5.50% (1.25% PIK)
888
2,374
2,279
2,661
2,658
5,853
5,843
5,619
12,980
12,956
12,461
2.60% (4.25% PIK)
11.30
3,695
3,634
3,449
347
Grammer Investment Holdings LLC (19)(25)(26)
11.96
1,077
1,042
11,737
11,615
Gulf Winds International (3)(15)(19)
3,704
3,600
969
10.84
998
910
925
62,287
60,016
37
4,055
3,998
12,066
835
16,707
16,956
9.11
6,187
6,127
6,975
7,066
Abracon Group Holding, LLC. (16)(19)(26)(29)
14,269
11,416
Abracon Group Holding, LLC. (16)(19)(26)
2,040
1,632
964
8.42
40
SureWerx (3)(5)(18)(19)
764
746
17,749
14,816
1,784,019
155.6
Ansett Aviation Training (6)(10)(14)(19)(25)
8,617
4,374
12,991
1.1
ADT Pizza, LLC (10)(14)(19)(25)
6,732
8,429
0.7
Walker Edison (3)(7)(10)(14)(18)(19)(26)
278
11.56
6,933
6,434
Walker Edison (10)(15)(19)
11.06
1,941
238
18,300
4,875
DC Blox (10)(15)(19)
1.00%
5.37
6/20/2025
1,316
DC Blox (10)(19)(25)(26)
37,901
38,523
3,859
5,230
4,277
43,087
49,438
77,269
11,862
11,405
74,396
71,813
95,387
90,151
7.9
42,300
45,009
43,200
45,909
146,495
5,593
(4,849
60,614
55,408
403,441
387,793
34.1
43,309
43,620
57,807
585,702
51.1
2,446,990
2,431,189
213.3
4.39
63,795
4.40
39,787
103,582
9.1
2,550,572
2,534,771
222.4
Unrealized
Appreciation(8)
US DOLLARS 19,948
POUND STERLING 14,990
1/9/2025
(1,177
US DOLLARS 27,735
POUND STERLING 23,100
Citibank
(1,191
US DOLLARS 10,482
POUND STERLING 8,110
(327
US DOLLARS 129
US DOLLARS 71
NORWEGIAN KRONE 740
1/24/2025
US DOLLARS 2,743
AUSTRALIAN DOLLARS 4,180
2/12/2025
US DOLLARS 2,448
NEW ZEALAND DOLLAR 4,250
3/17/2025
(170
498
1,909
POUND STERLING 000
256
630
144
US DOLLARS 2,505
AUSTRALIAN DOLLARS 3,950
214
3,505
Elk Parent Holdings, LP
GSP
10/31/2024
Revalize, Inc.
44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) was formed on October 5, 2015 and commenced investment operations on October 13, 2016. The Company has elected to be treated and is regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes the Company has elected to be treated and intends to operate in a manner so as to continuously qualify as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is externally managed by BCSF Advisors, LP (the “Advisor”), our investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Advisor also provides the administrative services necessary for the Company to operate (in such capacity, the “Administrator”).
On November 19, 2018, the Company closed its initial public offering (the “IPO”), which was a Qualified IPO, issuing 7,500,000 shares of common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018.
The Company’s primary focus is capitalizing on opportunities within the Advisor’s Senior Direct Lending Strategy, which seeks to provide risk-adjusted returns and current income to its stockholders by investing primarily in middle-market companies with between $10.0 million and $150.0 million in annual earnings before interest, taxes, depreciation and amortization (“EBITDA”). The Company focuses on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender. The Company generally seeks to retain voting control in respect of the loans or particular classes of securities in which the Company invests through maintaining affirmative voting positions or negotiating consent rights that allow the Company to retain a blocking position. The Company may also invest in mezzanine debt and other junior securities and in secondary purchases of assets or portfolios, as described below. Investments are likely to include, among other things, (i) senior first lien, stretch senior, senior second lien, unitranche, (ii) mezzanine debt and other junior investments and (iii) secondary purchases of assets or portfolios that primarily consist of middle-market corporate debt. The Company may also invest, from time to time, in equity securities, distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities.
Our operations are comprised of a single operating and reportable business segment, asset management. The Chief Operating Decision Maker (the “CODM”) consists of the Company’s Chief Executive Officer and Chief Financial Officer, as these are the individuals responsible for determining the Company’s investment strategy, capital allocation, expense structure, launch and dissolution and entering into significant contracts on behalf of the Company. The CODM uses key metrics to determine how to allocate resources and in determining the amount of dividends to be distributed to the Company's stockholders. Key metrics include, but are not limited to, net investment income and net increase in net assets resulting from operations that are reported on the Consolidated Statements of Operations, Financial Highlights reported in Note 11, underlying investment cost and market value as disclosed on the consolidated schedule of investments and expected yield relative to the risk of the individual assets as disclosed in the composition of the investment portfolio and associated yield table. As the Company's operations comprise of a single reporting segment, the segment assets are reflected on the accompanying consolidated balance sheet as “total assets” and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.
The Company’s Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s Consolidated Financial Statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10‑Q and Regulation S-X. These Consolidated Financial Statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. The Company has determined it meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC 946”). The functional currency of the Company is U.S. dollars and these Consolidated Financial Statements have been prepared
in that currency. Certain prior period information has been reclassified to conform to the current period presentation and this had no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.
The information included in this Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.
The Company will generally consolidate any wholly, or substantially, owned subsidiary when the design and purpose of the subsidiary is to act as an extension of the Company’s investment operations and to facilitate the execution of the Company’s investment strategy. Accordingly, the Company consolidated the results of its subsidiaries BCSF I, BCSF II C, BCSF CFSH, LLC, BCSF CFS, LLC and BCC Middle Market CLO 2019‑1, LLC in its Consolidated Financial Statements. All intercompany transactions and balances have been eliminated in consolidation. Since the Company is an investment company, portfolio investments held by the Company are not consolidated into the Consolidated Financial Statements. The portfolio investments held by the Company (including its investments held by consolidated subsidiaries) are included on the Consolidated Statements of Assets and Liabilities as investments at fair value.
The preparation of the Consolidated Financial Statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.
The Advisor shall value the investments owned by the Company, subject at all times to the oversight of the Company's Board of Directors (the “Board”). The Advisor shall follow its own written valuation policies and procedures as approved by the Board when determining valuations. A short summary of the Advisor’s valuation policies is below.
Investments for which market quotations are readily available are typically valued at such market quotations. Pursuant to Rule 2a-5 under the 1940 Act, the Board designates the Advisor as Valuation Designee to perform fair value determinations for the Company for investments that do not have readily available market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at a price that reflects such security’s fair value.
With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, comparable company multiple models, comparisons of financial ratios of peer companies that are public, and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist us in its valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
With respect to investments for which market quotations are not readily available, in particular, illiquid/hard to value assets, the Advisor will typically undertake a multi-step valuation process, which includes among other things, the below:
46
In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their concluded ranges.
The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value in accordance with US GAAP and required disclosures of fair value measurements. The fair value of a financial instrument is the amount that would be received in an orderly transaction between market participants at the measurement date. The Company determines the fair value of investments consistent with its valuation policy. The Company discloses the fair value of its investments in a hierarchy which prioritizes and ranks the level of market observability used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:
A financial instrument’s level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuations of Level 2 investments are generally based on quotations received from pricing services, dealers or brokers. Consideration is given to the source and nature of the quotations and the relationship of recent market activity to the quotations provided.
Transfers between levels, if any, are recognized at the beginning of the reporting period in which the transfers occur. The Company evaluates the source of inputs used in the determination of fair value, including any markets in which the investments, or similar investments, are trading. When the fair value of an investment is determined using inputs from a pricing service (or principal market makers), the Company considers various criteria in determining whether the investment should be classified as a Level 2 or Level 3 investment. Criteria considered includes the pricing methodologies of the pricing services (or principal market makers) to determine if the inputs to the valuation are observable or unobservable, as well as the number of prices obtained and an assessment of the quality of the prices obtained. The level of an investment within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment.
The fair value assigned to these investments is based upon available information and may fluctuate from period to period. In addition, it does not necessarily represent the amount that might ultimately be realized upon sale. Due to inherent uncertainty of valuation, the estimated fair value of investments may differ from the value that would have been used had a ready market for the security existed, and the difference could be material.
The Company records its investment transactions on a trade date basis. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specified identification method. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Commitment fees are recorded on an accrual basis and recognized as interest income. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized against or accreted into interest income using the effective interest method or straight-line method, as applicable. For the Company’s investments in revolving bank loans, the cost basis of the investment purchased is adjusted for the cash received for the discount on the total balance committed. The fair value is also adjusted for price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative value until it is offset by the future amounts called and funded. Upon
47
prepayment of a loan or debt security, any prepayment premium, unamortized upfront loan origination fees and unamortized discount are recorded as interest income.
Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest or dividend income, as applicable.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Distributions received from an equity interest, limited liability company or a limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. For the three months ended March 31, 2025 and 2024, the Company recorded $6.5 million and $8.3 million, respectively, of dividend income, of which, $0.1 million and $0.0 million, respectively, related to PIK dividends. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status.
Certain structuring fees and amendment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered.
Expenses are recorded on an accrual basis.
Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current. The Company may make exceptions to this treatment if a loan has sufficient collateral value and is in the process of collection. As of March 31, 2025, there were twelve loans from four issuers on non-accrual. As of December 31, 2024, there were eight loans from five issuers on non-accrual.
Distributions to common stockholders are recorded on the record date. The amount to be distributed, if any, is determined by the Board each quarter, and is generally based upon the earnings estimated by the Advisor. Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with US GAAP. The Company may pay distributions to its stockholders in a year in excess of its investment company taxable income and net capital gain for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. This excess generally would be a tax-free return of capital in the period and generally would reduce the stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent; they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses.
The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and incur applicable U.S. federal excise tax and pay a 4% tax on such income, as required. To the extent that we determine that our estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, we accrue excise tax, if any, on estimated excess taxable income as such taxable income is earned. For the three months ended March 31, 2025 and 2024, we recorded an expense of $1.1 million and $1.0 million, respectively for U.S. federal excise tax.
The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.
48
The Company distributes net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, the Company may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to stockholders.
The Company has adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.
Offering costs consist primarily of fees and expenses incurred in connection with the offering of shares, legal, printing and other costs associated with the preparation and filing of applicable registration statements. To the extent such expenses relate to equity offerings, these expenses are charged as a reduction of paid-in-capital upon each such offering.
Cash and cash equivalents consist of deposits held at custodian banks, and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost or amortized cost, which approximates fair value. The Company may deposit its cash and cash equivalents in financial institutions and, at certain times, such balances may exceed the Federal Deposit Insurance Corporation insurance limits. Cash equivalents are presented separately on the consolidated schedules of investments. Restricted cash is collected and held by the trustee who has been appointed as custodian of the assets securing certain of the Company’s financing transactions.
The accounting records of the Company are maintained in U.S. dollars. The fair values of foreign securities, foreign cash and other assets and liabilities denominated in foreign currency are translated to U.S. dollars based on the current exchange rates at the end of each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. Unrealized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates are included in the net change in unrealized appreciation on foreign currency translation on the Consolidated Statements of Operations. Net realized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to changes in foreign currency exchange rates are included in net realized gain (loss) on foreign currency transactions on the Consolidated Statements of Operations. The portion of both realized and unrealized gains and losses on investments that result from changes in foreign currency exchange rates is not separately disclosed, but is included in net realized gain (loss) on investments and net change in unrealized appreciation on investments, respectively, on the Consolidated Statements of Operations.
The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. A forward currency exchange contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The Company does not utilize hedge accounting and as such the Company recognizes the value of its derivatives at fair value on the Consolidated Statements of Assets and Liabilities with changes in the net unrealized appreciation on forward currency exchange contracts recorded on the Consolidated Statements of Operations. Forward currency exchange contracts are valued using the prevailing forward currency exchange rate of the underlying currencies. Unrealized appreciation on forward currency exchange contracts are recorded on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Cash collateral maintained in accounts held by counterparties is included in collateral on derivatives on the Consolidated Statements of Assets and Liabilities. Notional amounts and the gross fair value of forward currency exchange contracts assets and liabilities are presented separately on the consolidated schedules of investments.
Changes in net unrealized appreciation are recorded on the Consolidated Statements of Operations in net change in unrealized appreciation on forward currency exchange contracts. Net realized gains and losses are recorded on the Consolidated Statements of Operations in net realized gain (loss) on forward currency exchange contracts. Realized gains and losses on forward currency exchange contracts are determined using the difference between the fair market value of the forward currency exchange contract at the time it was opened and the fair market value at the time it was closed or covered. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms.
49
The Company uses interest rate swaps to hedge some of the Company’s fixed rate debt. The Company has designated each interest rate swap held as the hedging instrument in an effective hedge accounting relationship, and therefore the periodic payments and receipts are recognized as components of interest expense in the Consolidated Statements of Operations. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a derivative asset or derivative liability on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by a change in the carrying value of the fixed rate debt. Any amounts paid to the counterparty to cover collateral obligations under the terms of the interest rate swap agreement are included in collateral on derivatives and collateral payable on derivatives on the Company’s Consolidated Statements of Assets and Liabilities. Please see “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 5. Debt and Note 7. Derivatives” for additional detail.
The Company records costs related to issuance of revolving debt obligations as deferred financing costs. These costs are deferred and amortized using the straight-line method over the stated maturity life of the obligation. The Company records costs related to the issuance of term debt obligations as debt issuance costs. These costs are deferred and amortized using the effective interest method. These costs are presented as a reduction to the outstanding principal amount of the term debt obligations on the Consolidated Statements of Assets and Liabilities. In the event that we modify or extinguish our debt before maturity, the Company follows the guidance in ASC Topic 470‑50, Modification and Extinguishments. For modifications to or exchanges of our revolving debt obligations, any unamortized deferred financing costs related to lenders who are not part of the new lending group are expensed. For extinguishments of our term debt obligations, any unamortized debt issuance costs are deducted from the carrying amount of the debt in determining the gain or loss from the extinguishment.
The Company has elected to be treated for U.S. federal income tax purposes as a RIC under the Code. So long as the Company maintains its status as a RIC, it will generally not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually as dividends to its stockholders. As a result, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the Consolidated Financial Statements of the Company.
The Company intends to comply with the applicable provisions of the Code pertaining to RICs and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the Consolidated Financial Statements. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through March 31, 2025 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until the Company files our tax return for the tax year ending December 31, 2025. The character of income and gains that the Company distributes is determined in accordance with income tax regulations that may differ from US GAAP. BCSF CFSH, LLC, BCSF CFS, LLC, and BCC Middle Market CLO 2019‑1, LLC are disregarded entities for tax purposes and are consolidated with the tax return of the Company.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its Consolidated Financial Statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes, if any, are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. Management has analyzed the Company’s tax positions, and has concluded that no liability for unrecognized tax benefits related to uncertain tax positions on returns to be filed by the Company for all open tax years should be recorded. The Company identifies its major tax jurisdiction as the United States, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. As of March 31, 2025, the tax years that remain subject to examination are from 2021 forward.
The Company’s management has evaluated recently issued accounting standards through May 5, 2025, the issuance date of the Consolidated Financial Statements, and noted that no recent accounting pronouncements will have a material impact on the Consolidated Financial Statements of the Company except for what is noted below:
50
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”), which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning with the first quarter ended March 31, 2028. Early adoption and retrospective application is permitted. The Company is currently assessing the impact of this guidance.
The following table shows the composition of the investment portfolio, at amortized cost and fair value as of March 31, 2025 (with corresponding percentage of total portfolio investments):
Amortized Cost
Percentage ofTotal Portfolio
Fair Value
1,602,250
65.2
1,579,493
64.2
20,109
0.8
20,350
85,096
3.5
82,777
3.4
127,458
5.2
166,144
6.7
215,208
8.8
226,899
9.2
628
Subordinated Notes in Investment Vehicles (1)
339,724
13.8
327,659
13.3
Preferred Equity Interest in Investment Vehicles (1)
Equity Interests in Investment Vehicles (1)
66,209
2.7
60,294
2.4
Total
100.0
The following table shows the composition of the investment portfolio, at amortized cost and fair value as of December 31, 2024 (with corresponding percentage of total portfolio investments):
First Lien Senior Secured Loans
1,579,288
64.5
1,557,823
64.1
Second Lien Senior Secured Loans
48,720
2.0
30,104
54,443
2.2
53,350
142,046
5.8
170,876
7.0
Equity Interests
219,052
9.0
230,615
9.5
337,224
13.9
66,207
50,559
The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of March 31, 2025 (with corresponding percentage of total portfolio investments):
USA
2,170,951
88.4
2,146,122
87.2
Cayman Islands
117,934
4.8
130,957
5.4
United Kingdom
66,889
67,543
Belgium
23,383
1.0
40,169
Luxembourg
20,561
20,873
Germany
20,539
18,757
Australia
9,239
13,542
0.5
Ireland
10,471
10,022
Canada
4,651
5,963
Italy
New Zealand
3,941
3,518
0.1
Netherlands
1,827
Guernsey
The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of December 31, 2024 (with corresponding percentage of total portfolio investments):
2,200,090
90.0
2,157,167
88.8
118,016
129,620
37,580
1.5
37,229
22,457
37,201
21,559
19,702
15,918
10,470
10,380
10,178
9,849
4,727
4,992
3,915
3,451
251
The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of March 31, 2025 (with corresponding percentage of total portfolio investments):
Investment Vehicles (2)
15.8
266,927
10.9
267,089
10.8
234,098
253,033
10.3
8.1
8.5
7.3
109,642
4.5
122,798
4.9
4.7
4.6
79,129
3.2
87,175
FIRE: Finance (1)
74,414
84,798
FIRE: Insurance (1)
2.6
52,397
50,608
64,526
49,692
1.9
Consumer goods: Wholesale
The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2024 (with corresponding percentage of total portfolio investments):
16.5
15.9
299,555
12.2
292,876
12.0
246,075
10.1
261,830
8.2
105,907
4.3
117,823
3.9
78,818
84,780
66,872
71,872
55,898
56,779
63,447
51,198
1.8
On February 9, 2021, the Company and Pantheon (“Pantheon”), a leading global alternative private markets manager, formed the International Senior Loan Program, LLC (“ISLP”), an unconsolidated joint venture. ISLP invests primarily in non-US first lien senior secured loans. ISLP was formed as a Delaware limited liability company. The Company and Pantheon committed to initially provide $138.3 million of debt and $46.1 million of equity capital, to ISLP. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments. Pursuant to the terms of the transaction, Pantheon invested $50.0 million to acquire a 29.5% stake in ISLP. The Company contributed debt investments of $317.1 million for a 70.5% stake in ISLP, and received a one-time gross distribution of $190.2 million in cash in consideration of contributing such investments. On December 14, 2023, the Company and Pantheon entered into the second amendment to the amended and restated limited liability company agreement which, among other things, increased capital commitments and changed the proportionate share ownership. The Company and Pantheon agreed to contribute an additional $5.0 million and $45.3 million, respectively, which resulted in new ownership stakes of 64.0% and 36.0%, respectively. As of March 31, 2025, the Company’s investment in ISLP consisted of subordinated notes of $190.7 million and equity interests of $54.2 million. As of December 31, 2024, the Company’s investment in ISLP consisted of subordinated notes of $190.7 million and equity interests of $55.4 million.
As of March 31, 2025, the Company had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $254.3 million. The Company had contributed $254.3 million in capital and has $0.0 million in unfunded capital contributions. As of March 31, 2025, Pantheon had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $149.2 million. Pantheon had contributed $149.2 million in capital and has $0.0 million in unfunded capital contributions.
As of December 31, 2024, the Company had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $254.3 million. The Company had contributed $254.3 million in capital and had $0.0 million in unfunded capital contributions. As of December 31, 2024, Pantheon had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $149.2 million. Pantheon had contributed $149.2 million in capital and had $0.0 million in unfunded capital contributions.
In future periods, the Company may sell certain of its investments or a participating interest in certain of its investments to ISLP. Since inception, the Company has sold $1,063.7 million of its investments to ISLP. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale.
The Company has determined that ISLP is an investment company under ASC 946; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly or substantially owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its investments in ISLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control ISLP due to the allocation of voting rights among ISLP members. The Company measures the fair value of ISLP in accordance with ASC 820, using the net asset value (or its equivalent) as a practical expedient. The Company and Pantheon each appointed two members to ISLP’s four-person Member Designees’ Committee. All material decisions with respect to ISLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee.
As of March 31, 2025, ISLP had $657.9 million in debt and equity investments, at fair value. As of December 31, 2024, ISLP had $655.8 million in debt and equity investments, at fair value.
Additionally, ISLP, through a wholly-owned subsidiary, entered into a $300.0 million senior secured revolving credit facility which bears interest at LIBOR (or an alternative risk-free interest rate index) plus 225 basis points with JP Morgan (the “ISLP Credit Facility Tranche A”).
On February 4, 2022, ISLP entered into the second amended and restated credit agreement, which among other things formed an additional tranche (“ISLP Credit Facility Tranche B” and collectively with ISLP Credit Facility Tranche A, the “ISLP Credit Facilities”) with an initial financing limit of $50.0 million on May 31, 2022, and $200.0 million on August 31, 2022, bringing the total facility size to $500.0 million.
On June 30, 2023, ISLP entered into the third amendment and restated credit agreement, which among other things, replaced LIBOR with Term SOFR and consolidated Tranche A and Tranche B, with a size of $500.0 million.
On September 11, 2023, ISLP entered into the fourth amended and restated credit agreement, which among other things, extended the maturity to February 9, 2027, modified concentration limitations and changed the interest rate to SOFR (or an alternative risk-free interest rate index) plus 246 basis points.
As of March 31, 2025, the ISLP Credit Facilities had $301.9 million of outstanding debt under the credit facility. As of December 31, 2024 the ISLP Credit Facilities had $297.6 million of outstanding debt under the credit facility. The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the three months ended March 31, 2025 and year ended December 31, 2024 were 7.0% and 7.5%, respectively.
Below is a summary of ISLP’s portfolio at fair value:
Total investments
657,867
655,804
Weighted average yield on investments
10.6
Number of borrowers in ISLP
Largest portfolio company investment
51,370
51,142
Total of five largest portfolio company investments
198,995
196,173
Unfunded commitments
3,328
3,907
Below is a listing of ISLP’s individual investments as of March 31, 2025:
Principal /
% of Members
Shares (9)
Equity (4)
Australian Dollar
Ansett Aviation Training (18)(19)
4.69
14,144
9,830
8,827
Ansett Aviation Training (14)(19)
10,238
7,115
17,988
16,945
26,815
32.8
TGI Sport Bidco Pty Ltd (18)(19)
7.00
9,730
7,096
6,073
TGI Sport Bidco Pty Ltd (17)(19)
7.11
4,081
2,568
2,547
9,664
8,620
10.5
Australian Dollar Total
26,609
35,435
43.3
British Pound
Reconomy (18)(19)
6.25
6,050
7,809
6.00
6,578
8,094
8,205
Reconomy (3)(18)(19)
5,663
7,091
7,059
22,230
23,073
28.2
Parmenion (18)(19)
5.50
29,070
35,358
37,521
45.8
Margaux UK Finance Limited (16)(19)
5.75
7,299
9,220
11.5
Access (18)(19)
5.25
7,880
9,120
10,171
9,764
12,602
Cloud Technology Solutions (CTS) (15)(19)(26)
0.25% (8.00% PIK)
12.45
1/3/2030
9,462
11,951
12,151
32,958
34,924
42.6
Kpler (15)(19)
4,312
5,495
5,565
OGH Bidco Limited (18)(19)
9/2/2029
5,172
6,068
5,717
13,160
15,229
16,094
6.12
6,700
8,636
8,648
35,428
36,024
44.0
Beneficium (15)(19)
9,722
Brook Bidco (18)(19)(26)
26,495
35,605
33,342
Datix Bidco Limited (18)(19)
8,160
10,484
10,532
Brook Bidco (16)(19)(26)
5,849
7,728
7,539
8,138
10,751
10,489
Opus2 (18)(19)
5.80
16,517
15,684
Parcel2Go (18)(19)
4,338
5,438
5,319
Parcel2Go (14)(19)
1,407,911
TES Global (18)(19)
5.00
1,200
1,494
1,541
14,364
17,662
18,539
115,401
112,516
137.4
Surrey Bidco Limited (7)(14)(18)(19)(26)
7,180
8,406
5,560
6.8
British Pound Total
259,001
259,038
316.3
Canadian Dollar
New Look (Delaware) Corporation (15)(19)(26)
4.32% (2.00% PIK)
8.98
18,004
14,743
12,524
New Look Vision Group (15)(19)
5.82
1,171
903
815
1,615
1,564
17,261
14,903
18.2
Canadian Dollar Total
European Currency
9,142
9,264
9,538
11.6
2,440
2,638
MRHT (15)(19)
6.75
12,000
12,999
12,974
5,480
MRHT (3)(18)(19)
1,014
979
1,016
19,473
19,470
23.8
59
Mertus 522. GmbH (18)(19)(26)
13,175
15,957
13,747
22,498
27,252
23,474
Nafinco (18)(19)
8,397
8,520
Pharmathen (18)(19)
5.68
8.26
1/19/2029
13,492
15,095
14,332
2,453
2,627
2,606
69,328
62,679
76.5
Onventis (15)(19)
7.25
1/14/2030
13,919
15,098
15,049
Utimaco (18)(19)
8,361
8,853
23,459
23,902
29.2
14,981
16,242
16,197
Kpler (18)(19)
3,246
3,519
3,510
19,761
19,707
24.1
Lightning Finco Limited (16)(19)
2,619
2,951
2,832
Aptus 1724. Gmbh (19)(21)(26)
4.00% (4.00% PIK)
10.51
35,863
42,299
31,020
37.8
iBanFirst (18)(19)(26)
14,598
16,371
15,783
Webcentral (18)(19)
8.63
3,423
3,780
3,700
3,323
3,462
3,592
23,613
23,075
European Currency Total
212,623
194,861
237.9
Norwegian Krone
Spring Finco BV (18)(19)
NIBOR
174,360
16,601
16,577
20.2
Norwegian Krone Total
U.S. Dollar
Cardo (18)(19)
9,653
9,607
9,652
11.8
5.90
22,984
22,295
27.2
4,959
6.1
NearMap (15)(19)
23,284
23,122
Utimaco (16)(19)
16,450
16,348
16,327
8,550
8,497
8,486
47,967
48,097
58.7
23,907
23,801
Media: Broadcasting and Subscription Total
Aptus 1724 Gmbh (19)(21)(26)
10,247
10,214
8,197
Avalon Acquiror, Inc. (15)(19)
11,670
11,611
11,553
5.40
8,479
8,355
8,352
19,966
19,905
24.4
U.S. Dollar Total
139,498
137,053
167.4
671,593
803.3
62
Settlement
AUSTRALIAN DOLLARS 480
EURO 292
Morgan Stanley
06/10/2025
EURO 2,016
AUSTRALIAN DOLLARS 3,357
Standard Chartered
04/15/2025
EURO 3,061
AUSTRALIAN DOLLARS 4,980
EURO 2,199
AUSTRALIAN DOLLARS 3,690
US DOLLARS 2,285
AUSTRALIAN DOLLARS 3,590
02/24/2026
US DOLLARS 7,610
AUSTRALIAN DOLLARS 12,373
(101
US DOLLARS 13,555
AUSTRALIAN DOLLARS 19,560
1,358
US DOLLARS 7,026
AUSTRALIAN DOLLARS 10,830
272
EURO 4,576
BRITISH POUNDS 3,860
(37
EURO 3,118
BRITISH POUNDS 2,840
06/12/2025
EURO 755
BRITISH POUNDS 682
11/10/2025
BRITISH POUNDS 550
EURO 628
BRITISH POUNDS 1,370
US DOLLARS 1,669
Goldman Sachs
US DOLLARS 2,713
BRITISH POUNDS 2,090
US DOLLARS 7,956
BRITISH POUNDS 6,553
(502
US DOLLARS 2,797
BRITISH POUNDS 2,220
05/13/2025
(69
US DOLLARS 3,616
BRITISH POUNDS 2,970
(218
US DOLLARS 13,374
BRITISH POUNDS 10,983
(802
US DOLLARS 1,000
BRITISH POUNDS 840
(84
US DOLLARS 502
BRITISH POUNDS 402
US DOLLARS 1,071
BRITISH POUNDS 860
EURO 215
CANADIAN DOLLARS 337
02/26/2026
EURO 528
CANADIAN DOLLARS 777
US DOLLARS 882
CANADIAN DOLLARS 1,243
US DOLLARS 1,992
CANADIAN DOLLARS 2,863
EURO 945
DANISH KRONE 7,046
DANISH KRONE 24,136
US DOLLARS 3,349
US DOLLARS 3,569
DANISH KRONE 25,974
(195
EURO 864
NORWEGIAN KRONE 10,164
EURO 18,912
US DOLLARS 20,060
01/09/2026
690
EURO 9,805
US DOLLARS 10,040
557
EURO 666
US DOLLARS 740
06/18/2025
EURO 4,079
US DOLLARS 4,480
06/23/2025
EURO 611
US DOLLARS 680
EURO 4,850
US DOLLARS 5,160
US DOLLARS 5,168
EURO 4,860
(177
US DOLLARS 22,450
EURO 21,935
(1,258
US DOLLARS 23,690
EURO 21,780
US DOLLARS 677
EURO 640
US DOLLARS 1,425
EURO 1,290
US DOLLARS 29,725
EURO 27,780
(657
NORWEGIAN KRONE 5,310
US DOLLARS 466
US DOLLARS 3,260
NORWEGIAN KRONE 37,466
(296
(1,088
63
64
Below is a listing of ISLP’s individual investments as of December 31, 2024:
9,831
8,747
17,234
16,946
25,981
31.1
6,018
7.2
24,031
31,999
38.3
7,574
7,888
4,830
6,269
6,171
21,633
25.9
35,332
36,393
43.6
7,318
9,245
9,161
11.0
9,115
9,865
12,224
12.95
9,042
11,430
11,263
32,432
33,352
39.9
47545
4312
5495
5398
10.74
47363
5172
6068
5728
6.50
47298
13160
15221
15610
47293
6700
8636
8388
35,420
35,124
42.0
9,718
35,591
32,838
10,476
10,215
Learning Pool (16)(19)(26)
7,654
10,650
5.53
16,497
15,212
4,290
5,379
TES Global (2)(3)(18)(19)
17,651
17,892
113,791
109,162
130.6
6,771
5,086
256,034
249,911
299.1
66
10.25
17,959
14,711
12,481
1,174
905
816
2,254
1,618
1,566
14,863
17.8
Chemicals, Plastics, & Rubber
9,280
9,058
Chemicals, Plastics, & Rubber Total
2,525
12,992
12,419
9.43
5,492
5,246
18,484
17,665
21.1
13,129
15,896
13,111
27,233
22,469
8,390
8,093
10/25/2028
15,075
13,858
Pharmathen (3)(18)(19)
2,235
2,406
2,302
69,000
59,833
71.7
7.50
14,404
8,356
8,453
23,451
22,857
27.4
15,504
3,359
18,863
22.6
2,710
6.00% (1.50% PIK)
10.38
35,504
41,853
31,232
37.4
14,124
15,867
14,617
3,778
3,542
19,645
18,159
21.7
206,900
182,902
218.9
10.14
15,315
9,604
23,043
22,294
26.7
4,956
23,343
23,172
6.51
16,342
16,286
8,494
8,465
48,008
48,094
57.5
23,793
28.6
10,144
10,108
8,622
11,700
11,636
11,466
Chamber Bidco Limited (18)(19)
21,081
20,973
6.10
10,697
10,617
43,226
43,244
51.7
162,738
160,814
192.4
683,538
784.8
EURO 2,325
AUSTRALIAN DOLLARS 3,786
01/15/2025
US DOLLARS 9,408
AUSTRALIAN DOLLARS 13,954
US DOLLARS 679
AUSTRALIAN DOLLARS 1,035
03/20/2025
316
EURO 1,688
BRITISH POUNDS 1,419
(28
EURO 230
BRITISH POUNDS 200
01/21/2025
(297
(56
EURO 231
US DOLLARS 6,840
BRITISH POUNDS 5,231
290
US DOLLARS 1,833
BRITISH POUNDS 1,447
US DOLLARS 2,734
BRITISH POUNDS 2,170
02/14/2025
US DOLLARS 751
BRITISH POUNDS 590
(363
EURO 450
CANADIAN DOLLARS 679
EURO 316
CANADIAN DOLLARS 471
03/21/2025
US DOLLARS 1,822
CANADIAN DOLLARS 2,501
82
US DOLLARS 1,356
CANADIAN DOLLARS 1,830
EURO 940
DANISH KRONE 7,008
US DOLLARS 3,803
DANISH KRONE 25,832
EURO 880
NORWEGIAN KRONE 10,354
EURO 1,614
US DOLLARS 1,790
01/09/2025
EURO 16,565
US DOLLARS 18,170
(1,010
EURO 8,788
US DOLLARS 9,660
(554
US DOLLARS 28,733
EURO 26,140
1,649
US DOLLARS 634
EURO 580
02/12/2025
US DOLLARS 4,795
EURO 4,371
02/28/2025
258
US DOLLARS 3,563
NORWEGIAN KRONE 38,166
203
4,237
71
Below is the financial information for ISLP:
ASSETS
Investments at fair value (amortized cost of $671,593 and $683,538, respectively)
16,513
7,610
Foreign cash (cost of $10,050 and $21,972, respectively)
9,976
21,243
Collateral on forward currency exchange contracts
Deferred financing costs (net of accumulated amortization of $3,292 and $3,042, respectively)
1,888
2,138
14,613
13,854
Total assets
700,871
704,900
LIABILITIES
Debt
301,937
297,634
Subordinated notes payable to members
300,049
297,240
Interest payable on debt
5,182
Interest payable on subordinated notes payable to members
9,242
20,204
Distributions payable to members
1,186
550
291
429
Total liabilities
618,975
621,336
MEMBERS' EQUITY
Total members’ equity
81,896
83,564
Total liabilities and members’ equity
For the Three Months Ended
March 31, 2024
Investment income
Interest income
17,103
21,451
5,829
6,730
Interest expense on subordinated notes payable to members
8,743
9,792
Professional fees and other expenses
831
Total expenses
15,547
17,353
4,098
Net realized gain on investments
178
Net realized loss on foreign currency transactions
(879
2,726
(154
(12,377
7,347
(5,325
14,008
(11,092
Total net loss
(1,669
(649
Net increase (decrease) in members’ equity from operations
(113
On February 9, 2022, the Company, and an entity advised by Amberstone Co., Ltd. (“Amberstone”), a credit focused investment manager that advises institutional investors, committed capital to a newly formed joint venture, Bain Capital Senior Loan Program, LLC (“SLP”). Pursuant to an amended and restated limited liability company agreement (the “LLC Agreement”) between the Company and Amberstone, each such party has a 50% economic ownership interest in SLP. Amberstone’s initial capital commitments to SLP were $179.0 million, with each party expected to maintain their pro rata proportionate share for each capital contribution. SLP will seek to invest primarily in senior secured first lien loans of U.S. borrowers. Through these capital contributions, SLP acquired 70% of the membership equity interests of the Company’s 2018‑1 portfolio (“2018‑1”). The Company retained 30% of the 2018‑1 membership equity interests as a non-controlling equity interest. As of March 31, 2025, the Company’s investment in SLP consisted of subordinated notes of $136.9 million, preferred equity interests of $0.7 million and equity interests of $6.1 million. As of December 31, 2024, the Company’s investment in SLP consisted of subordinated notes of $146.5 million, preferred equity interests of $10 thousand and equity interests of ($4.8) million.
In future periods, the Company may sell certain of its investments or a participating interest in certain of its investments to SLP. Since inception, the Company has sold $1,905.9 million of its investments to SLP. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale.
The Company has determined that SLP is an investment company under ASC 946; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly or substantially owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its investments in SLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control SLP due to the allocation of voting rights among SLP members. The Company measures the fair value of SLP in accordance with ASC 820, using the net asset value (or its equivalent) as a practical expedient. The Company and Amberstone each appointed two members to SLP’s four-person Member Designees’ Committee. All material decisions with respect to SLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee.
On March 7, 2022, SLP acquired 70% of the Company’s membership interests in BCC Middle Market CLO 2018‑1 LLC (the “2018‑1 Issuer”). The Company received $56.1 million in proceeds resulting in a realized gain of $1.2 million, which is included in net realized gain in non-controlled/non-affiliate investments. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale. Through this acquisition, the 2018‑1 Issuer became a consolidated subsidiary of SLP and was
74
deconsolidated from the Company’s Consolidated Financial Statements. The Company retained the remaining 30% of the 2018‑1 membership interests as a non-controlling equity interest.
On June 15, 2023, the 2018-1 Issuer entered into a First Supplemental Indenture (“2018-1 Supplemental Indenture”), dated as of June 15, 2023, pursuant to Section 8.1(xxxi) of the Indenture, dated as of September 28, 2018, between BCC Middle Market CLO 2018-1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee. The 2018-1 Supplemental Indenture provides for, among other things, an adoption of an alternate reference rate of Term SOFR plus 0.26%, effective July 1, 2023.
On March 13, 2024, SLP refinanced the 2018-1 Issuer through a private placement of $500 million of senior secured and senior deferrable notes consisting of (i) $290.0 million of Class A-1-R Senior Secured Floating Rate Notes, which currently bear interest at the applicable reference rate plus 2.25% per annum; (ii) $20.0 million of Class A‑J‑R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 2.70% per annum; (iii) $30.0 million of Class A-2-R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 2.90% per annum; (iv) $40.0 million of Class B-R Mezzanine Secured Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 3.90% per annum; (v) $30.0 million of Class C-R Mezzanine Secured Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 5.90% per annum; and (vi) $30.0 million of Class D-R Junior Secured Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 8.32% per annum (collectively, the “2018‑1 CLO Reset Notes”). The membership interests are eliminated in consolidation on SLP’s Consolidated Financial Statements. The 2018‑1 CLO Reset Notes are scheduled to mature on April 20, 2036 and the reinvestment period ends April 20, 2028. The transaction resulted in a realized loss on the extinguishment of debt of $1.3 million from the acceleration of unamortized debt issuance costs. The obligations of the 2018-1 Issuer under the 2018-1 CLO Transaction are non-recourse to the Company.
As part of the refinancing transaction, SLP bought the Company's membership interests of the 2018-1 Issuer for $22.4 million, making SLP the sole owner of the membership interests.
Below is a table summary of the 2018‑1 CLO Reset Notes as of March 31, 2025:
Interest rate at
2018-1 Notes
Principal Amount
Spread above Index
Class A-1-R
290,000
2.25
% + 3 Month SOFR
6.54
Class A-J-R
20,000
2.70
6.99
Class A-2-R
30,000
2.90
7.19
Class B-R
40,000
3.90
8.19
Class C-R
Class D-R
8.32
12.61
Membership Interests
60,000
Non-interest bearing
Not applicable
Total 2018-1 Notes
500,000
On August 24, 2022, SLP, through a wholly-owned subsidiary, entered into a $225.0 million senior secured revolving credit facility which bore interest at SOFR plus 210 basis points with Wells Fargo, subject to leverage and borrowing base restrictions (the “MM_22_2 Credit Facility”). The maturity date of the MM_22_2 Credit Facility was August 24, 2025. On August 9, 2023, the MM_22_2 Credit Facility was terminated.
On August 9, 2023, (the “2023-1 Closing Date”), SLP, through BCC Middle Market CLO 2023‑1 LLC (the “2023‑1 Issuer”), a Delaware limited liability company and a wholly-owned and consolidated subsidiary of SLP, completed a $400.0 million term debt securitization (the “2023-1 CLO Transaction”). The Class A, B-1, B-2, C, D, and E 2023-1 notes issued in connection with the 2023-1 CLO Transaction (the “2023-1 Notes”) are secured by a diversified portfolio of the 2023-1 Issuer consisting primarily of middle market loans and participation interests in middle market loans, the majority of which are senior secured loans (the “2023-1 Portfolio”). At the 2023-1 Closing Date, the 2023-1 Portfolio was comprised of assets transferred from SLP and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the 2023-1 CLO Transaction.
75
The 2023‑1 Notes are scheduled to mature on July 20, 2035 and are included in SLP’s Consolidated Financial Statements. The membership interests are eliminated in consolidation on SLP’s Consolidated Financial Statements. Below is a table summary of the 2023-1 Notes as of March 31, 2025:
2023-1 Debt
Class A Notes
234,000
2.55
% + SOFR
6.84
Class B-1 Notes
29,000
3.80
Class B-2 Notes
9,000
Class C Notes
32,000
4.55
8.84
Class D Notes
24,000
6.65
Class E Notes
14.13
Total 2023-1 Notes
352,000
45,636
397,636
On September 27, 2023, SLP, through SLP MM CLO WH 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary, entered into a $140.0 million senior secured revolving credit facility which bore interest at SOFR plus 285 basis points with NatWest Markets PLC, subject to leverage and borrowing base restrictions (the "MM_23_3 Credit Facility"). The maturity date of the MM_23_3 Credit Facility was September 27, 2027. On July 10, 2024, the MM_23_3 Credit Facility was terminated.
On July 10, 2024 (the “2024-1 Closing Date”), SLP, through BCC Middle Market CLO 2024‑1 LLC (the “2024‑1 Issuer”), a Delaware limited liability company and a wholly-owned and consolidated subsidiary of SLP, completed a $450.4 million term debt securitization (the “2024-1 CLO Transaction”). The Class A-1, A-2, B, C, D, and E 2024-1 notes issued in connection with the 2024-1 CLO Transaction (the “2024-1 Notes”) are secured by a diversified portfolio of the 2024-1 Issuer consisting primarily of middle market loans and participation interests in middle market loans, the majority of which are senior secured loans (the “2024-1 Portfolio”). At the 2024-1 Closing Date, the 2024-1 Portfolio was comprised of assets transferred from SLP and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the 2024-1 CLO Transaction.
The 2024‑1 Notes are scheduled to mature on July 17, 2036 and are included in SLP’s Consolidated Financial Statements. The Company's membership interests are eliminated in consolidation on SLP’s Consolidated Financial Statements. Below is a table summary of the 2024-1 Notes as of March 31, 2025:
2024-1 Debt
Class A-1 Notes
250,750
1.75
6.04
Class A-2 Notes
12,750
1.95
6.24
Class B Notes
25,500
2.05
6.34
34,000
2.75
7.04
4.50
Total 2024-1 Notes(1)
348,500
76,395
424,895
(1)As of March 31, 2025, there were no Class E Notes outstanding.
On December 9, 2024, SLP, through SLP MM CLO WH 3, LLC, a Delaware limited liability company and a wholly-owned subsidiary, entered into a $300.0 million senior secured revolving credit facility which bears interest at SOFR plus 200 basis points with Société Générale, subject to leverage and borrowing base restrictions (the “MM CLO WH 3 Credit Facility”). The maturity date of the MM CLO WH 3 Credit Facility is December 8, 2032. With an effective rate of 6.4% per annum, as of March 31, 2025, the MM CLO WH 3 Credit Facility had $98.0 million of outstanding debt.
The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding as of March 31, 2025 was 7.3%. The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the year ended December 31, 2024 was 8.2%.
Below is a summary of SLP’s portfolio at fair value:
1,424,630
1,399,241
Number of borrowers in SLP
37,539
35,681
176,080
171,681
991
Below is a listing of SLP’s individual investments as of March 31, 2025:
Senior Loan Program, LLC
Principal (9)
U.S. Dollars
ATS (12)(15)(19)(35)(36)
17,948
BTX Precision (12)(15)(19)(34)(35)(36)
21,663
21,539
Forward Slope (12)(15)(19)(34)(35)
5.60
14,096
13,937
Forward Slope (15)(19)(34)(35)
18,468
Forward Slope (15)(19)(36)
4,975
GSP Holdings, LLC (12)(15)(19)(34)(35)
25,090
24,725
23,334
Saturn Purchaser Corp. (12)(15)(19)(34)(35)
4.85
29,633
29,569
Whitcraft-Paradigm (15)(19)(34)
9,734
140,895
140,128
1601.9
Cardo (12)(18)(19)
10,800
Gills Point S (12)(15)(19)(34)
Intoxalock (12)(15)(19)(34)
5.10
16,883
16,776
JHCC Holdings, LLC (15)(19)(34)(35)
8,144
8,091
JHCC Holdings, LLC (12)(15)(19)(34)
16,240
16,132
61,624
61,892
707.6
AgroFresh Solutions (12)(15)(19)(34)(35)(36)
6.35
20,138
19,991
230.2
AXH Air Coolers (12)(15)(19)(34)(35)(36)
27,189
27,081
9,476
DiversiTech (12)(17)
3.76
1,974
1,977
1,979
38,534
38,644
441.8
78
Duraco (19)(32)(35)(36)
13,146
12,984
12,752
INEOS US Petrochem (12)(18)
3.85
8.17
3/14/2030
1,975
1,861
Prince\Ferro (12)(17)
4/23/2029
1,962
1,746
V Global Holdings LLC (12)(16)(19)(34)
19,860
19,796
19,264
35,623
407.3
Service Master (18)(19)(26)(34)(35)
18,727
Service Master (15)(19)(26)(36)
4,993
4,989
Zeus Fire & Security (12)(15)(19)(34)(35)(36)
19,451
19,307
19,305
43,023
43,025
491.9
New Milani Group LLC (12)(15)(19)(35)
9,790
Stanton Carpet (12)(15)(19)
4,947
TLC Purchaser, Inc. (12)(15)(19)(34)(35)(36)
5.76
35,598
34,737
49,474
50,388
576.1
Evriholder (12)(19)(32)(35)
6.90
15,829
15,707
15,749
Hempz (15)(19)(34)(35)(36)
12,170
12,068
12,079
Solaray, LLC (12)(15)(19)
6.85
9,834
9,638
RoC Skincare (12)(15)(19)(35)(36)
24,237
24,028
WU Holdco, Inc. (12)(15)(19)
6,378
6,172
74,187
74,253
848.9
3,267
3,196
2,451
WSP (7)(14)(18)(19)(26)
2,127
1,978
5,174
28.0
ASP-r-pac Acquisition Co LLC (12)(16)(19)(34)(35)
6.26
22,528
22,408
Iris Holding, Inc. (12)(17)(34)
9.14
6/28/2028
10,530
10,204
9,977
32,612
32,505
371.6
WCI Gigawatt Purchaser (12)(15)(19)(34)
6.01
20,200
20,042
19,998
WCI Gigawatt Purchaser (15)(19)(35)
4,687
4,630
4,640
3,366
28,038
27,970
319.8
79
Allworth Financial Group, L.P. (12)(15)(19)
4.75
2,095
8,258
8,259
Choreo (15)(19)(36)
Citadel (12)(18)
2.00
6.32
10/31/2031
1,990
1,996
Congress Wealth (15)(19)(34)
4,660
Hudson River Trading (12)(18)(35)
3.00
7.32
4,937
Insigneo Financial Group LLC (12)(15)(19)
6.60
3,825
PMA (12)(16)(19)(34)(35)(36)
17,500
17,249
17,238
Wealth Enhancement Group (WEG) (3)(15)(19)(35)
3,270
3,254
3,264
56,149
56,151
641.9
Acrisure LLC (12)(18)
11/6/2030
1,971
1,972
Asurion LLC (12)(18)(34)
4.10
8/19/2028
3,954
3,925
3,920
McLarens Acquisition Inc. (16)(19)(34)
8,895
McLarens Acquisition Inc. (12)(16)(19)(34)(35)
15,499
30,291
30,277
346.1
Forest Products & Paper
Multi-Color Corp (12)(17)(35)
10/29/2028
3,875
3,298
Forest Products & Paper Total
37.7
AEG Vision (12)(15)(19)(34)(35)
1,161
Apollo Intelligence (12)(16)(19)(35)
10,473
10,477
Beacon Specialized Living (12)(15)(19)(35)(36)
12,559
12,479
EHE Health (12)(15)(19)(34)(35)(36)
24,626
24,395
HealthDrive (12)(15)(19)(34)(35)
18,469
Odyssey Behavioral Health (12)(15)(19)(34)(35)(36)
33,416
33,006
33,249
Pharmacy Partners (12)(19)(32)(34)(35)
21,780
21,558
Red Nucleus (16)(19)(34)(35)(36)
16,414
16,215
16,291
SunMed Group Holdings, LLC (12)(16)(19)
9,411
WellSky (18)(34)
3.11
7.44
1,997
1,986
149,164
150,009
1715.0
Applitools (16)(19)(26)
12,689
12,621
12,499
Black Mountain (12)(15)(19)(34)(35)(36)
26,000
25,814
25,805
Gainwell Acquisition (12)(16)
8.40
10/1/2027
2,653
2,575
Logrhythm (15)(19)(35)
7,955
7,746
7,717
NearMap (15)(19)(34)(35)(36)
16,166
16,028
PayRange (15)(19)(34)(35)
11,261
11,154
11,177
Proofpoint (12)(17)
SensorTower (12)(19)(31)(34)(35)(36)
27,806
27,603
Superna Inc. (12)(15)(19)(34)(35)(36)
33,029
32,784
138,382
138,745
1586.2
Awayday (12)(15)(19)(34)(35)
24,875
24,638
City BBQ (12)(15)(19)(34)(35)(36)
5.35
22,693
22,505
Concert Golf Partners Holdco (12)(16)(19)(34)(35)
20,228
19,986
Concert Golf Partners Holdco LLC (16)(19)(36)
8.88
4,127
Pollo Tropical (15)(19)(35)(36)
4,239
4,189
4,186
Pyramid Global Hospitality (12)(19)(24)(34)(35)
15,680
15,405
90,850
91,789
1049.4
Internet Brands (12)(17)
4.25
8.57
5/3/2028
2,965
2,956
2,787
31.9
New Look (Delaware) Corporation (12)(15)(19)
5.65
9,433
9,201
3,491
2,897
1,138
Thrasio, LLC (14)(19)
5,369
597
13,468
154.0
Allbridge (12)(15)(19)(35)(36)
22,474
22,358
AMI (12)(16)(19)(34)(35)
22,000
21,842
21,835
Avalon Acquiror, Inc. (12)(15)(19)(34)(35)
31,971
31,798
31,652
TEI Holdings Inc. (17)(35)
4.00
10,562
10,606
10,593
Datix Bidco Limited (17)(19)(35)
5,913
Dealer Service Network (12)(15)(19)(34)(35)
2/9/2027
8,728
8,653
Discovery Senior Living (12)(15)(19)(35)
16,830
16,696
Discovery Senior Living (15)(19)(36)
2,816
DTIQ (12)(13)(19)(34)(35)
16,915
16,639
16,661
Easy Ice (12)(15)(19)(34)(35)(36)
24,919
24,557
24,546
Electronic Merchant Systems (12)(16)(19)(34)(35)(36)
18,000
17,698
17,820
E-Tech Group (12)(15)(19)(35)
7,939
7,870
7,820
Morrow Sodali Global LLC (12)(18)(19)
2,173
Morrow Sodali Global LLC (12)(15)(19)
5.73
7,740
7,679
Orion (15)(19)(34)(35)(36)
12,438
12,315
12,313
Pure Wafer (15)(19)(35)
3,407
212,987
213,391
2439.6
81
Eagle Parent Corp (12)(17)
8.55
3,276
3,125
MZR Buyer, LLC (12)(15)(19)(26)(34)(35)
27,235
27,201
25,874
30,471
28,999
331.5
Inmarsat (12)(17)
8.82
9/27/2029
1,980
1,887
1,750
Meriplex Communications, Ltd. (12)(16)(19)(34)
14,776
14,644
14,554
Taoglas (12)(15)(19)(34)(35)
18,418
18,194
18,234
34,725
34,538
394.9
A&R Logistics, Inc. (12)(15)(19)(26)(34)(35)
29,476
28,002
Gulf Winds International (12)(15)(19)(34)
7.60
14,052
13,835
13,490
Gulf Winds International (12)(15)(19)(35)(36)
15,874
15,720
15,239
RoadOne (15)(19)(34)
6,881
6,748
RoadOne (18)(19)(34)
1,057
1,056
66,835
64,669
739.3
PrimeFlight Acquisition LLC (12)(15)(19)
6,522
PrimeFlight Acquisition LLC (12)(15)(19)(34)(35)
22,827
22,412
28,934
29,349
335.5
Vessco Water (16)(19)(34)(35)(36)
11,500
11,429
131.5
Abracon Group Holding, LLC. (7)(14)(16)(19)(26)(34)
12,038
11,663
Blackbird Purchaser, Inc. (16)(19)(35)
12/19/2030
5,351
Hultec (12)(15)(19)(34)
6,276
6,138
SureWerx (16)(19)(34)(35)
8,198
8,055
31,207
28,643
327.5
1,438,322
16287.10
Below is a listing of SLP's individual investments as of December 31, 2024:
% ofMembers
18,204
17,983
17,977
BTX Precision (15)(19)(34)(35)(36)
15,167
15,037
Forward Slope (12)(15)(19)
11,132
10,963
18,515
4,987
25,156
24,903
Robinson Helicopter (12)(15)(19)(34)(35)(36)
32,975
32,715
30,316
30,247
164,840
165,797
1241.0
9,850
16,927
16,812
8,165
8,106
16,282
16,162
61,730
62,024
464.3
Electronic Merchant Systems (16)(19)(29)(34)(35)
10,500
10,320
10,316
2,195
2,177
7,760
20,191
20,271
151.7
AgroFresh Solutions (12)(15)(19)(34)(35)
11,202
11,095
4,950
16,045
16,202
121.3
27,075
1,981
29,056
29,186
218.5
84
13,179
13,010
12,916
8.21
1,989
19,911
19,841
36,125
270.4
18,728
4,997
23,720
23,725
177.6
9,816
4,943
34,735
49,494
50,497
378.0
15,932
15,799
15,852
Hempz (15)(19)(34)(35)
8,179
24,298
24,080
9,862
9,615
6,395
6,188
70,503
70,526
527.9
3,198
2,081
239
5,176
2,826
21.2
22,586
22,455
10,557
10,205
10,201
32,660
32,787
245.4
20,252
20,079
20,050
4,699
4,637
4,652
10.78
3,348
28,098
28,050
210.0
2,090
2,481
6.57
1,998
4,672
7.48
4,983
17,239
2,509
2,502
55,412
55,454
415.1
Asurion LLC (12)(18)
7.36
8.46
3,965
3,932
3,959
Margaux Acquisition Inc. (16)(19)(34)
8,918
Margaux Acquisition Inc. (12)(16)(19)(34)(35)
15,541
30,363
30,395
227.5
3,964
3,880
3,843
28.8
AEG Vision (12)(18)(19)(34)(35)
1,164
10,496
Beacon Specialized Living (12)(15)(19)(35)
8,955
8,871
EHE Health (12)(15)(19)(29)(34)(35)(36)
24,688
24,446
24,441
18,516
21,599
Red Nucleus (16)(19)(34)(35)
11,850
9,435
7.47
2,001
108,375
108,754
814.0
86
12,354
12,282
12,168
Black Mountain (12)(18)(19)(34)(35)
19,852
19,850
7,959
7,886
4.20
8.70
2,745
2,652
2,666
Element Buyer, Inc. (12)(15)(19)(35)(36)
5.85
24,871
Element Buyer, Inc. (12)(15)(19)(34)
10,738
7,734
16,119
11,375
11,262
1,984
1,992
SensorTower (12)(19)(31)(34)(35)
21,482
21,229
Superna Inc. (12)(15)(19)(34)(35)
33,114
32,847
32,782
169,456
169,613
1269.5
Aimbridge Acquisition Co., Inc. (7)(14)(12)(18)(19)
5,696
Awayday (12)(15)(19)(29)(34)(35)
24,938
24,691
24,813
City BBQ (12)(15)(19)(29)(34)(35)(36)
5.45
22,496
20,280
20,022
4,250
4,197
15,420
96,649
92,430
691.8
2,970
2,960
2,975
22.3
9,458
9,207
Petco (12)(16)
3.51
7.84
1,876
1,947
3,360
1,910
21,476
17,551
131.4
Allbridge (12)(15)(19)(35)
17,435
17,314
AMI (12)(16)(19)(29)(34)(35)
21,836
32,054
31,865
31,413
TEI Holdings Inc. (17)(29)(35)
10,589
10,634
10,655
5,910
8,750
8,665
8,706
16,873
16,732
Discovery Senior Living (15)(19)(36)(36)
2,823
DTIQ (12)(13)(19)(29)(34)(35)
16,958
16,665
Easy Ice (15)(19)(34)(35)
10,482
10,326
10,325
Smartronix (12)(15)(19)(34)
12,804
12,656
Smartronix (12)(15)(19)(36)
8,127
Smartronix (15)(19)(35)
8,663
8,491
12,500
12,360
12,359
184,404
184,679
1382.3
8.58
3,269
3,224
MZR Buyer, LLC (12)(15)(19)(34)(35)
27,229
27,190
26,412
30,459
29,636
221.8
8.86
1,985
1,748
14,830
14,688
14,607
18,465
18,226
18,188
34,801
34,543
258.6
29,235
28,066
14,088
13,856
13,630
15,914
15,395
6,899
1,060
66,656
65,050
486.8
6,539
22,885
22,444
28,983
29,424
220.2
Vessco Water (16)(19)(34)(35)
7,500
7,427
56.1
Abracon Group Holding, LLC. (16)(19)(26)(34)
11,899
11,758
9,519
5,364
6,131
8,219
8,068
31,321
29,378
219.9
1,410,934
10473.4
Below is the financial information for SLP:
Investments at fair value (amortized cost of $1,438,322 and $1,410,934, respectively)
5,331
101,166
103,663
Prepaid expenses
4,128
4,245
Deferred financing costs (net of accumulated amortization of $57 and $11, respectively)
1,489
10,086
8,930
1,170
5,301
1,549,706
1,528,200
Debt (net of unamortized debt issuance costs of $7,205 and $7,369, respectively)
1,231,295
1,188,131
273,870
293,000
16,628
25,096
7,330
7,488
8,359
21,093
1,500
4,732
1,540,959
1,541,560
EQUITY
Members’ equity (deficit)
(13,360
Total Members' equity (deficit)
38,112
26,664
22,585
16,097
7,331
5,898
1,477
32,119
23,472
5,993
3,192
Net realized gain (loss) on investments
(4,517
666
Net realized loss on extinguishment of debt
(1,139
Net change in unrealized appreciation on members subordinated notes
24,130
(1,999
(3,322
17,614
(3,795
Net increase (decrease) from operations
23,607
(603
Less: net increase attributable to noncontrolling interests
Net increase (decrease) in members' equity from operations
(537
90
The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of March 31, 2025, according to the fair value hierarchy:
Fair Value Measurements
Level 1
Level 2
Level 3
Measured at Net Asset Value (2)
Investments:
7,519
1,565,603
216,416
Subordinated Notes Investment Vehicles (1)
Preferred Equity Interests Investment Vehicles (1)
Equity Interests Investment Vehicles (1)
Total Investments
2,379,577
77,849
Cash equivalents
Forward currency exchange contracts (asset)
Forward currency exchange contracts (liability)
The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of December 31, 2024, according to the fair value hierarchy:
Measured at
Net Asset
Value (2)
7,604
1,543,286
219,210
Subordinated Note Investment Vehicles (1)
Preferred Equity Interest Investment Vehicles (1)
Equity Interest Investment Vehicles (1)
2,354,678
68,907
(1,185
91
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended March 31, 2025:
First Lien
Second Lien
Subordinated
Senior
Notes in
Secured
Equity
Preferred
Loans
Interests
Vehicles (1)
Investments
Balance as of January 1, 2025
Purchases of investments and other adjustments to cost
244,435
1,026
23,840
271,801
Paid-in-kind interest income
3,713
1,675
5,416
Net accretion of discounts (amortization of premiums)
1,462
Principal repayments and sales of investments
(223,949
(4,877
(9,597
(7,300
(245,723
(660
1,050
18,857
(12,065
9,851
(1,223
15,810
(2,684
(19,038
(2,243
(23,951
Reclassifications
(5,068
Balance as of March 31, 2025
Change in unrealized appreciation attributable to investments still held at March 31, 2025
(3,683
2,798
10,458
(3,737
Transfers between levels, if any, are recognized at the beginning of the year in which transfers occur. For the three months ended March 31, 2025, transfers from Level 2 to Level 3, if any, were primarily due to decreased price transparency. For the three months ended March 31, 2025, transfers from Level 3 to Level 2, if any, were primarily due to increased price transparency.
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the year ended December 31, 2024:
Structured
Products
Balance as of January 1, 2024
1,442,988
221,355
68,439
306,724
22,618
104,428
45,877
511
2,212,940
1,433,627
38,156
30,500
67,221
5,984
1,575,488
Paid-in-kind interest
22,258
268
753
2,907
26,186
4,748
152
5,029
(1,354,691
(22,711
(21,304
(22,414
(15,470
(1,436,590
8,089
(3,008
(17,306
1,433
11,118
(1,569
(646
Net realized gains (losses) on investments
(9,134
(1,531
(1,637
2,603
(480
(10,166
Transfers out of Level 3
(6,619
(10,944
(17,563
(2,240
Balance as of December 31, 2024
Change in unrealized appreciation attributable to investments still held at December 31, 2024
(1,665
732
(17,046
14,699
629
(4,220
Transfers between levels, if any, are recognized at the beginning of the year in which transfers occur. For the year ended December 31, 2024, transfers from Level 2 to Level 3, if any, were primarily due to decreased price transparency. For the year ended December 31, 2024, transfers from Level 3 to Level 2, if any, were primarily due to increased price transparency.
ASC 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assets and liabilities classified as Level 3 within the fair value hierarchy. Disclosure of this information is not required in circumstances where a valuation (unadjusted) is obtained from a third-party pricing service and the information regarding the unobservable inputs is not reasonably available to the Company and as such, the disclosures provided below exclude those investments valued in that manner.
The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of March 31, 2025 were as follows:
Significant
Range of Significant
Fair Value of
Unobservable
Unobservable Inputs
Level 3 Assets (1)
Valuation Technique
Inputs
(Weighted Average (2))
1,360,523
Discounted cash flows
Comparative Yields
19.9
(10.9%)
75,037
Comparable company multiple
EBITDA Multiple
x
12.1
(9.3x)
Discount Rate
17.7
Collateral coverage
Recovery Rate
13.6
(13.5%)
Subordinated Notes in Investment Vehicles
91.9
(96.6%)
64,632
11.9
17.6
(16.7%)
13.4
(15.0%)
74,346
26.0
(12.0x)
7,489
Revenue Multiple
(9.6x)
Book Value Multiple
Preferred equity
72,635
15.3
(11.4x)
46,403
11.3
(8.2x)
4,853
13.1
25.0
2,244,477
The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of March 31, 2025. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs used in the market approach are the comparable company multiple and the recovery rate. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.
93
The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2024 were as follows:
1,223,142
24.2
(11.5%)
74,318
(9.4x)
18.1
28,349
(13.9%)
1,755
6.5
(7.2x)
48,253
(15.6%)
68,452
(11.5x)
10,329
73,174
(11.1x)
42,873
11.1
(8.1x)
4,752
2,056,963
The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of December 31, 2024. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs used in the market approach are the comparable company multiple and the recovery rate. The multiple is used to estimate the enterprise value of the underlying investment. An increase/ decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.
Fair value is estimated by using market quotations or discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. If the Company’s debt obligations were carried at fair value, the fair value and level would have been as follows:
Level
2019-1 Debt
352,599
352,500
March 2026 Notes
294,176
291,280
October 2026 Notes
287,451
285,940
344,070
Sumitomo Credit Facility
156,000
442,699
Total Debt
1,434,296
1,372,419
94
The Company entered into the first amended and restated investment advisory agreement as of November 14, 2018 (the “Prior Advisory Agreement”) with the Advisor, pursuant to which the Advisor manages the Company’s investment program and related activities. On November 28, 2018, the Board, including a majority of the Independent Directors, approved a second amended and restated advisory agreement (the “Amended Advisory Agreement”) between the Company and the Advisor. On February 1, 2019, stockholders approved the Amended Advisory Agreement which replaced the Prior Advisory Agreement.
The Company pays the Advisor a base management fee (the “Base Management Fee”), accrued and payable quarterly in arrears. The Base Management Fee is calculated at an annual rate of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters. Such amount shall be appropriately adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuance or repurchases by the Company during a calendar quarter. The Base Management Fee for any partial quarter will be appropriately prorated. Effective February 1, 2019, the base management fee has been revised to a tiered management fee structure so that the base management fee of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will continue to apply to assets held at an asset coverage ratio down to 200%, but a lower base management fee of 1.0% (0.25% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will apply to any amount of assets attributable to leverage decreasing the Company’s asset coverage ratio below 200%.
For the three months ended March 31, 2025 and 2024, management fees were $9.1 million and $8.8 million, respectively.
As of March 31, 2025 and December 31, 2024, $9.1 million and $9.2 million, respectively, remained payable related to the base management fee accrued in base management fee payable on the Consolidated Statements of Assets and Liabilities.
The incentive fee consists of two parts that are determined independently of each other such that one component may be payable even if the other is not.
The first part, the Incentive Fee based on income is calculated and payable quarterly in arrears as detailed below.
The second part, the capital gains incentive fee, is determined and payable in arrears as detailed below.
Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the Base Management Fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.
Pre-incentive fee net investment income does not include any realized or unrealized capital gains or losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where the Company incurs a loss. For example, if the Company receives pre-incentive fee net investment income in excess of the Hurdle rate for a quarter, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to realized and unrealized capital losses.
The incentive fee based on income is calculated and payable quarterly in arrears based on the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters (the “Trailing Twelve Quarters”). This calculation is referred to as the “Three-Year Lookback.”
Pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters is compared to a “Hurdle Amount” equal to the product of (i) the hurdle rate of 1.5% per quarter (6% annualized) and (ii) the sum of our net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to our NAV at the beginning of each applicable calendar quarter for our subscriptions (which shall include all issuances by us of shares of our common stock, including issuances pursuant to the Company’s dividend reinvestment plan) and distributions during the applicable calendar quarter.
The quarterly incentive fee based on income is calculated, subject to the Incentive Fee Cap (as defined below), based on the amount by which (A) aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters exceeds (B) the Hurdle Amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount.” The incentive fee based on income that is paid to the Advisor in respect of a particular calendar quarter will equal the Excess Income Amount less the aggregate incentive fees based on income that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
The incentive fee based on income for each calendar quarter is determined as follows:
Incentive Fee Cap
The incentive fee based on income is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 17.5% of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate incentive fees based on income that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
“Cumulative Net Return” during the relevant Trailing Twelve Quarters means (x) the pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no incentive fee based on income to the Advisor in respect of that quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the incentive fee based on income that is payable to the Advisor for such quarter calculated as described above, the Company will pay an incentive fee based on income to the Advisor equal to the Incentive Fee Cap in respect of such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the incentive fee based on income that is payable to the Advisor for such quarter calculated as described above, the Company will pay an incentive fee based on income to the Advisor equal to the incentive fee calculated as described above for such quarter without regard to the Incentive Fee Cap.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.
For the three months ended March 31, 2025 and 2024, the Company incurred $2.2 million and $9.2 million, respectively, of income incentive fees (before waivers), which are included in incentive fees on the Consolidated Statements of Operations.
As of March 31, 2025 and December 31, 2024, there was $2.2 million and $4.7 million, respectively, related to the income incentive fee accrued in incentive fee payable on the Consolidated Statements of Assets and Liabilities.
The Amended Advisory Agreement approved by Stockholders on February 1, 2019 incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.
The second part of the incentive fee is a capital gains incentive fee that will be determined and payable in arrears in cash as of the end of each fiscal year (or upon termination of the Amended Advisory Agreement, as of the termination date), and equals to 17.5% of our realized capital gains as of the end of the fiscal year. In determining the capital gains incentive fee payable to the Advisor, the Company calculates the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the cost of such investment. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the cost of such investment. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee for such year will equal to 17.5% of such amount, less the aggregate amount of any capital gains incentive fees paid in respect of our portfolio in all prior years.
There was no capital gains incentive fee payable to the Advisor under the Amended Advisory Agreement as of March 31, 2025 and December 31, 2024.
US GAAP requires that the incentive fee accrual consider the cumulative aggregate unrealized capital appreciation of investments or other financial instruments in the calculation, as an incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Amended Advisory Agreement (“GAAP Incentive Fee”). There can be no assurance that such unrealized appreciation will be realized in the future. Accordingly, such fee, as calculated and accrued, would not necessarily be payable under the Amended Advisory Agreement, and may never be paid based upon the computation of incentive fees in subsequent period.
For the three months ended March 31, 2025 and 2024, the Company accrued $0.0 million and $0.0 million, respectively, of incentive fees related to the GAAP Incentive Fee, which is included in incentive fees on the Consolidated Statements of Operations. As of March 31, 2025 and December 31, 2024, there was $0.0 million and $0.0 million related to the GAAP Incentive Fee accrued in incentive fee payable on the Consolidated Statements of Assets and Liabilities, respectively.
The Company has entered into an administration agreement (the “Administration Agreement”) with the advisor, pursuant to which the Administrator will provide the administrative services necessary for us to operate, and the Company will utilize the Administrator’s office facilities, equipment and recordkeeping services. Pursuant to the Administration Agreement, the Administrator has agreed to oversee our public reporting requirements and tax reporting and monitor our expenses and the performance of professional services rendered to us by others. The Administrator has also hired a sub-administrator to assist in the provision of administrative services. The Company will reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to the business and affairs of the Company, and will be subject to oversight by the Board.
The Company incurred expenses related to the Administrator of $0.7 million and $0.4 million for the three months ended March 31, 2025 and 2024, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. As of March 31, 2025 and December 31, 2024, respectively, there were $0.7 million and $0.8 million related to the Administrator that were payable and included in “accounts payable and accrued expenses” in the Consolidated Statements of Assets and Liabilities. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. The Company incurred expenses related to the sub-administrator of $0.2 million and $0.2 million for the three months ended March 31, 2025 and 2024, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The Administrator will not seek reimbursement in the event that any such reimbursements would cause any distributions
to our stockholders to constitute a return of capital. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company will reimburse the expenses of these parties incurred and paid by the Advisor on our behalf.
The Company’s investment activities are managed by the Advisor, an investment adviser that is registered with the SEC under the Advisers Act. The Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis.
The Advisor has entered into a Resource Sharing Agreement (the “Resource Sharing Agreement”) with Bain Capital Credit, LP (“Bain Capital Credit”), pursuant to which Bain Capital Credit provides the Advisor with experienced investment professionals (including the members of the Advisor’s Credit Committee) and access to the resources of Bain Capital Credit so as to enable the Advisor to fulfill its obligations under the Amended Advisory Agreement. Through the Resource Sharing Agreement, the Advisor intends to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Bain Capital Credit’s investment professionals. There can be no assurance that Bain Capital Credit will perform its obligations under the Resource Sharing Agreement. The Resource Sharing Agreement may be terminated by either party on 60 days’ notice, which if terminated may have a material adverse consequence on the Company’s operations.
The Company will invest alongside our affiliates, subject to compliance with applicable regulations and our allocation procedures. Certain types of negotiated co-investments will be made only in accordance with the terms of the exemptive order the Company received from the SEC initially on August 23, 2016, as amended on March 23, 2018 and December 22, 2021 (the “Order”). Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must be able to reach certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our Board’s approved criteria. In certain situations where co-investment with one or more funds managed by the Advisor or its affiliates is not covered by the Order, the personnel of the Advisor or its affiliates will need to decide which funds will proceed with the investment. Such personnel will make these determinations based on policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations.
An affiliate of the Advisor is the investment manager to certain pooled investment vehicles which are investors in the Company. These investors held 11,822,432.66 and 11,822,432.66 shares of the Company at March 31, 2025 and December 31, 2024, respectively.
Transactions during the three months ended March 31, 2025 in which the issuer was either an Affiliated Person, as defined in the 1940 Act, or an Affiliated Person that the Company is deemed to control are as follows:
Fair Valueas ofDecember 31,2024
GrossAdditions
GrossReductions
Change inUnrealizedAppreciation
RealizedGains(Losses)
Fair Valueas ofMarch 31,2025
Dividend,Interest, andPIK Income
OtherIncome
Non-Controlled/affiliate investment
ADT Pizza, LLC Equity Interest
(3,360
(1,817
Ansett Aviation Training First Lien Senior Secured Loan
Ansett Aviation Training Equity Interest
377
Blackbrush Oil & Gas, L.P. Preferred Equity (1)
2,967
DC Blox Equity Interest (1)
DC Blox First Lien Senior Secured Loan
DC Blox Preferred Equity (1)
540
Direct Travel, Inc First Lien Senior Secured Loan
Walker Edison First Lien Senior Secured Loan - Delayed Draw (1)
Walker Edison Equity Interest (1)
Walker Edison First Lien Senior Secured Loan (1)
188
(1,228
Walker Edison First Lien Senior Secured Loan - Revolver (1)
(93
(719
446
(341
(137
Total Non-Controlled/affiliate investment
4,156
(3,532
Controlled affiliate investment
Bain Capital Senior Loan Program, LLC Subordinated Note Investment Vehicles
3,630
Bain Capital Senior Loan Program, LLC Preferred Equity Interest Investment Vehicles
691
225
Bain Capital Senior Loan Program, LLC Equity Interest Investment Vehicles
10,936
638
BCC Jetstream Holdings Aviation (On II), LLC First Lien Senior Secured Loan (1)
(562
BCC Jetstream Holdings Aviation (On II), LLC Equity Interest (1)
BCC Jetstream Holdings Aviation (Off I), LLC Equity Interest (1)
(922
Gale Aviation (Offshore) Co Equity Interest
(230
(813
2,200
International Senior Loan Program, LLC Equity Interest Investment Vehicles
(1,201
International Senior Loan Program, LLC Subordinated Note Investment Vehicles
5,518
Legacy Corporate Lending HoldCo, LLC Equity Interest (1)
Legacy Corporate Lending HoldCo, LLC Preferred Equity
(6,750
3,994
675
Lightning Holdings B, LLC Equity Interest (1)
150
2,230
Parcel2Go First Lien Senior Secured Loan
Parcel2Go Equity Interest (1)
Parcel2Go Preferred Equity (1)
Total Controlled affiliate investment
(6,980
657,447
6,809
(10,512
689
651,466
13,961
(1)Non-income producing.
Transactions during the year ended December 31, 2024 in which the issuer was either an Affiliated Person or an Affiliated Person that the Company is deemed to control are as follows:
as of
Change in
Realized
Dividend,
December 31,
Gross
Gains
Interest, and
Other
2023
Additions
Reductions
Appreciation
(Losses)
PIK Income
ADT Pizza, LLC Equity Interest (1)
12,801
(4,372
4,817
(443
Ansett Aviation Training Equity Interest (1)
7,516
BCC Middle Market CLO 2018-1, LLC Equity Interest
(22,415
(1,636
Blackbrush Oil & Gas, L.P. Equity Interest (1)
3,498
(3,469
(2,392
2,363
DC Blox Preferred Equity
37,900
623
3,860
4,266
4,841
(4,841
138
Direct Travel, Inc First Lien Senior Secured Loan - Delayed Draw
3,500
(3,500
(1,782
59,944
(59,944
2,027
5,775
(5,775
151
202
(202
Direct Travel, Inc Equity Interest (1)
10,280
(6,999
(10,281
7,000
421
(421
461
(5,393
Walker Edison First Lien Senior Secured Loan - Revolver
343
(1,703
(736
147,971
45,819
(108,927
(16,857
7,727
4,521
115,995
13,523
(1,793
1,803
2,332
(379
(4,470
6,609
6,619
10,944
88,419
(14,900
(1,706
10,799
66,140
(10,732
25,622
Legacy Corporate Lending HoldCo, LLC Preferred Equity (1)
34,875
7,425
2,709
44,653
8,410
4,744
557,012
46,479
(6,877
64,941
704,983
92,298
(123,827
(23,734
69,462
In accordance with applicable SEC staff guidance and interpretations, as a BDC, with certain exceptions, effective February 2, 2019, the Company is permitted to borrow amounts such that its asset coverage ratio is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. As of March 31, 2025 and December 31, 2024, the Company’s asset coverage ratio based on aggregated borrowings outstanding was 178.2% and 181.7%, respectively.
The Company’s outstanding borrowings as of March 31, 2025 and December 31, 2024 were as follows:
Total Aggregate
Principal
Amount
Carrying
Committed
Outstanding
Value (1)
351,391
351,359
300,000
298,934
298,656
297,894
297,556
346,985
855,000
2,157,500
1,458,500
1,807,500
1,395,199
The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the three months ended March 31, 2025 and year ended December 31, 2024 was 4.8% and 5.1%, respectively.
The combined weighted average borrowings outstanding for the three months ended March 31, 2025 and year ended December 31, 2024 were $1.4 billion and $1.3 billion, respectively.
The following table shows the contractual maturities of our debt obligations as of March 31, 2025:
Payments Due by Period
Less than
More than
1 year
1 — 3 years
3 — 5 years
5 years
Total Debt Obligations
506,000
On August 28, 2019, the Company, through BCC Middle Market CLO 2019‑1 LLC (the “2019‑1 Issuer”), a Cayman Islands limited liability company and a wholly-owned and consolidated subsidiary of the Company, and BCC Middle Market CLO 2019‑1 Co-Issuer, LLC (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), a Delaware limited liability company, completed its $501.0 million term debt securitization (the “2019‑1 CLO Transaction”). The notes issued in connection with the 2019‑1 CLO Transaction (the “2019‑1 Notes”) are secured by a diversified portfolio of the Co-Issuers consisting primarily of middle market loans, the majority of which are senior secured loans (the “2019‑1 Portfolio”). The Co-Issuers also issued Class A‑1L Loans (the “Loans” and, together with the 2019‑1 Notes, the “2019‑1 Debt”). The Loans are also secured by the 2019‑1 Portfolio. At the 2019‑1 Portfolio closing date, the 2019‑1 Portfolio was comprised of assets transferred from the Company and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the 2019‑1 CLO Transaction.
On November 30, 2021, the Co-Issuers refinanced the 2019‑1 CLO Transaction through a private placement of $410 million of senior secured and senior deferrable notes consisting of: (i) $282.5 million of Class A‑1‑R Senior Secured Floating Rate Notes, which currently bear interest at the applicable reference rate plus 1.50% per annum; (ii) $55 million of Class A‑2‑R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 2.00% per annum; (iii) $47.5 million of Class B-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 2.60% per annum; and (iv) $25.0 million of Class C-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 3.75% per annum (collectively, the “2019‑1 CLO Reset Notes”). As part of the transactions, the 2019-1 Issuer was redomiciled from Cayman to Jersey. The 2019‑1 CLO Reset Notes are scheduled to mature on October 15, 2033 and the reinvestment period ends October 15, 2025. The Company retained $32.5 million of the Class B-R Notes and $25.0 million of the Class C-R Notes. The retained notes by the Company are eliminated in consolidation. The transaction resulted in a realized loss on the extinguishment of debt of $2.3 million from the acceleration of unamortized debt issuance costs. The obligations of the 2019-1 Issuer under the 2019-1 CLO Transaction are non-recourse to the Company.
On June 15, 2023, the Company entered into a Second Supplemental Indenture (“2019-1 Supplemental Indenture”), dated as of June 15, 2023, pursuant to Section 8.1(xxxi) of the Indenture, dated as of November 30, 2021, between BCC Middle Market CLO 2019-1, LTD, as issuer, and Wells Fargo Bank, National Association, as trustee. The 2019-1 Supplemental Indenture provides for, among other things, an adoption of an alternate reference rate of Term SOFR plus 0.26%, effective July 1, 2023.
The 2019‑1 CLO Reset Notes was executed through a private placement of the following 2019‑1 Debt:
282,500
1.50
6.06
55,000
6.56
15,000
2.60
7.16
Total 2019-1 Debt
102,250
454,750
The Company serves as portfolio manager of the 2019‑1 Issuer pursuant to a portfolio management agreement between the Company and the 2019‑1 Issuer. For so long as the Company serves as portfolio manager, the Company will not charge any management fee or subordinated interest to which it may be entitled.
During the reinvestment period, pursuant to the indenture and loan agreement governing the 2019‑1 Notes and Loans, respectively, all principal collections received on the underlying collateral may be used by the 2019‑1 Issuer to purchase new collateral under the direction of the Company in its capacity as portfolio manager of the 2019‑1 Issuer and in accordance with the 2019‑1 Issuer investment strategy and the terms of the indenture and loan agreement, as applicable.
The Company has agreed to hold on an ongoing basis the membership interests with an aggregate dollar purchase price at least equal to 5% of the aggregate amount of all obligations issued by the 2019‑1 Co-Issuers for so long as the 2019‑1 Debt remains outstanding.
The 2019‑1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2019‑1 Issuer.
As of March 31, 2025, there were 56 first lien senior secured loans with a total fair value of approximately $452.7 million and cash of $49.9 million securing the 2019-1 Debt. As of December 31, 2024, there were 56 first lien and second lien senior secured loans with a total fair value of approximately $465.3 million and cash of $39.8 million securing the 2019-1 Debt. Assets that are pledged as collateral for the 2019-1 Debt are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the indenture and loan agreement governing the 2019-1 Debt. The creditors of the 2019-1 Co-Issuers have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2019-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture and loan agreement governing the 2019-1 Debt. As of March 31, 2025, the Company was in compliance with its covenants related to the 2019-1 Debt.
Costs of the offering of $1.5 million were incurred in connection with the 2019‑1 CLO Reset Notes which have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2019‑1 Debt on the Consolidated Statements of Assets and Liabilities and are being amortized over the life using the effective interest method. The balance of the unamortized debt issuance costs was $1.1 million and $1.1 million as of March 31, 2025 and December 31, 2024, respectively.
For the three months ended March 31, 2025 and 2024, the components of interest expense related to the 2019‑1 Co-Issuers were as follows:
Borrowing interest expense
5,509
6,428
Unused facility fee
Amortization of deferred financing costs and upfront commitment fees
Total interest and debt financing expenses
5,541
6,460
On March 10, 2021, the Company and U.S. Bank National Association (the “Trustee”), entered into an Indenture (the “Base Indenture”) and First Supplemental Indenture (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”) between the Company and the Trustee. The First Supplemental Indenture relates to the Company’s issuance of $300.0 million aggregate principal amount of its 2.95% notes due 2026 (the “March 2026 Notes”).
The March 2026 Notes will mature on March 10, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The March 2026 Notes bear interest at a rate of 2.95% per year payable semi-annually on March 10th and September 10th of each year, commencing on September 10, 2021. The March 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The net proceeds to the Company were approximately $294.3 million, after deducting the underwriting discounts and commissions of $4.4 million and offering expenses of $1.3 million.
As of March 31, 2025 and December 31, 2024, the components of the carrying value of the March 2026 Notes were as follows:
Principal amount of debt
Unamortized debt issuance cost
(611
(771
Original issue discount, net of accretion
(455
(573
Carrying value of March 2026 Notes
For the three months ended March 31, 2025 and 2024, the components of interest expense related to the March 2026 Notes were as follows:
2,213
Amortization of debt issuance cost
160
Accretion of original issue discount
118
2,495
On October 13, 2021, the Company and the Trustee entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Indenture between the Company and the Trustee. The Second Supplemental Indenture relates to the Company’s issuance of $300.0 million aggregate principal amount of its 2.55% notes due 2026 (the “October 2026 Notes,” and together with the March 2026 Notes, the “2026 Notes”).
The October 2026 Notes will mature on October 13, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The October 2026 Notes bear interest at a rate of 2.55% per year payable semi-annually on April 13 and October 13 of each year, commencing on April 13, 2022. The October 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the October 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The net proceeds to the Company were approximately $293.1 million, after deducting the underwriting discounts and commissions of $6.2 million and offering expenses of $0.7 million.
As of March 31, 2025 and December 31, 2024, the components of the carrying value of the October 2026 Notes were as follows:
(1,122
(1,303
(984
(1,141
Carrying value of October 2026 Notes
For the three months ended March 31, 2025 and 2024, the components of interest expense related to the October 2026 Notes were as follows:
1,913
181
157
2,251
2,255
On December 24, 2021, the Company entered into a senior secured revolving credit agreement (as amended to date, the “Sumitomo Credit Agreement” or the “Sumitomo Credit Facility”) as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. The Credit Agreement is effective as of December 24, 2021.
The facility amount under the Sumitomo Credit Agreement is $300.0 million with an accordion provision to permit increases to the total facility amount up to $1.0 billion. Proceeds of the loans under the Sumitomo Credit Agreement may be used for general corporate purposes of the Company, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the Sumitomo Credit Agreement. The maturity date is December 24, 2026.
On July 6, 2022, the Company entered into the First Amendment to the Sumitomo Credit Agreement. The First Amendment provides for an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $300.0 million to $385.0 million. The First Amendment also replaced the LIBOR benchmark provisions under the Sumitomo Credit Agreement with SOFR benchmark provisions, including applicable credit spread adjustments.
On July 22, 2022, the Company entered into the Increasing Lender/Joinder Lender Agreement (the “Joinder Agreement”), dated as of July 22, 2022, pursuant to Section 2.08(e) of the Sumitomo Credit Agreement. The Joinder Agreement provides for, among other things, an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $385.0 million to $485.0 million.
On August 24, 2022, the Company entered into the Second Amendment, which provides for, among other things, an upsize in the total commitments from lenders under the Sumitomo Credit Agreement from $485.0 million to $635.0 million.
On December 14, 2022, the Company entered into a second Increasing Lender/Joinder Lender Agreement (the “Second Joinder Agreement”), dated as of December 14, 2022, pursuant to Section 2.08(e) of the Sumitomo Credit Agreement. The Second Joinder Agreement provides for, among other things, an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $635.0 million to $665.0 million.
On May 20, 2024, the Company entered into the Third Amendment to the Sumitomo Credit Agreement (the “Third Amendment”). The Third Amendment provides for, among other things, (i) an extension of the revolver availability period from December 24, 2025 to May 19, 2028, (ii) an extension of the scheduled maturity date from December 24, 2026 to May 18, 2029, (iii) the conversion of a portion of the existing revolver availability into term loan availability, (iv) an upsize in the total facility amount from $665,000,000 to $855,000,000, (v) an increase in the accordion provision to permit increases to a total facility amount of up to $1,500,000,000, (vi) the reduction of the credit adjustment spread for term benchmark loans denominated in Dollars, from 0.10% for one-month tenor loans, 0.15% for three-month tenor loans and 0.25% for six-month tenor loans to 0.10% for all loan tenors, and (vii) the joinder of new lenders to the Sumitomo Credit Agreement.
Interest under the Sumitomo Credit Agreement for (i) loans for which the Company elects the base rate option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at an “alternate base rate” (which is the greater of zero and the highest of (a) the prime rate as published in the print edition of The Wall Street Journal, Money Rates Section, (b) the federal funds effective rate plus 0.5% and (c) the one-month Eurocurrency rate plus 1% per annum) plus 0.75% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, the alternate base rate plus 0.875% per annum; (ii) loans for which the Company elects the Eurocurrency option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to the Eurocurrency rate plus 1.75% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to the Eurocurrency
rate plus 1.875% per annum; and (iii) loans for which the Company elects the risk-free-rate option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to risk-free-rate plus 1.8693% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to risk-free-rate plus 1.9943% per annum. The Company pays a used commitment fee of 37.5 basis points (0.375%) on the average daily unused amount of the dollar commitment.
The Sumitomo Credit Agreement includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. As of March 31, 2025, the Company was in compliance with its covenants related to the Sumitomo Credit Facility.
As of March 31, 2025 and December 31, 2024, there were $156.0 million and $442.7 million of borrowings under the Sumitomo Credit Facility.
For the three months ended March 31, 2025 and 2024, the components of interest expense related to the Sumitomo Credit Facility were as follows:
4,456
6,299
544
234
5,258
6,846
On February 6, 2025, the Company and the Trustee entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture between the Company and the Trustee. The Third Supplemental Indenture relates to the Company’s issuance of $350.0 million aggregate principal amount of its 5.95% notes due 2030 (the “March 2030 Notes”).
The March 2030 Notes will mature on March 15, 2030 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The March 2030 Notes bear interest at a rate of 5.95% per year payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2025. The March 2030 Notes are general unsecured obligations of the Company that rank senior in right of payment to all the Company's existing and future indebtedness that is expressly subordinated in right of payment to the March 2030 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The net proceeds to the Company were approximately $341.4 million, after deducting the underwriting discounts and commissions of $7.5 million and offering expenses of $1.1 million.
In connection with the March 2030 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the March 2030 Notes, the Company receives a fixed interest rate of 5.95% per annum and pays a floating interest rate of SOFR + 1.90% per annum on $350 million of the March 2030 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship. Please see “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 7”. Derivatives for additional detail.
As of March 31, 2025 and December 31, 2024, the components of the carrying value of the March 2030 Notes were as follows:
(4,449
(3,859
Effective interest rate swap hedge
5,293
Carrying value of March 2030 Notes
For the three months ended March 31, 2025 and 2024, the components of interest expense related to the March 2030 Notes were as follows:
3,124
113
Interest rate swaps
Hedged items
3,363
In the normal course of business, the Company enters into derivative financial instruments to achieve certain risk management objectives, including managing its interest rate and foreign currency risk exposures. The fair value of derivative contracts open as of March 31, 2025 and December 31, 2024 is included on the consolidated schedules of investments by contract.
The Company presents derivatives on a net basis by counterparty on the Consolidated Statements of Assets and Liabilities. The Company has elected not to offset assets and liabilities in the Consolidated Statements of Assets and Liabilities that may be received or paid as part of collateral arrangements, even when an enforceable master netting arrangement or other arrangement is in place that provides the Company, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.
The following table presents both gross and net information about derivative instruments eligible for offset in the Consolidated Statements of Assets and Liabilities as of March 31, 2025:
Net amount of
Gross amount of
assets or
(liabilities)
Account in the
assets on the
on the
presented on the
consolidated
statements of
Cash Collateral
assets
assets and
paid
Net
and liabilities
liabilities
(received) (1)
Amounts (2)
Bank of New York
Unrealized appreciation on forward currency contracts
2,278
(1,109
1,169
Unrealized depreciation on forward currency contracts
(191
302
(302
(5,371
The following table presents both gross and net information about derivative instruments eligible for offset in the Consolidated Statements of Assets and Liabilities as of December 31, 2024:
(1,429
3,534
1,156
For the three months ended March 31, 2025 and 2024, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $146.3 million and $131.3 million, respectively, and the average notional exposure for interest rate swaps was $175 million and $0.0 million, respectively.
The effect of transactions in derivative instruments to the Consolidated Statements of Operations during the three months ended March 31, 2025 and 2024 was as follows:
Net realized gains (losses) on forward currency exchange contracts
Total net realized and unrealized gains (losses) on forward currency exchange contracts
(4,478
2,968
Included in total net gains (losses) on the Consolidated Statements of Operations is net gains (losses) of $4.3 million and ($2.3) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended March 31, 2025 and 2024, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of ($4.5) million and $3.0 million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the Consolidated Statements of Operations is ($0.2) million and $0.7 million for the three months ended March 31, 2025 and 2024, respectively.
The Company's interest rate swaps have been designated in a qualifying hedge accounting relationship. Net realized and unrealized gains and losses for the three months ended March 31, 2025 and 2024, for the Company’s interest rate swap, are in the following locations in the Consolidated Statement of Operations:
Financial Statement Location
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2025:
Date Declared
Record Date
Payment Date
Per Share
Distributions
February 27, 2025
March 17, 2025
0.42
27,245
0.03
1,946
(1)
Total distributions declared
0.45
29,191
(1) Represents a special dividend.
The distributions declared during the three months ended March 31, 2025 were derived from investment company taxable income and net capital gain, if any.
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2024:
February 27, 2024
March 28, 2024
April 30, 2024
27,116
1,937
The federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon the Company’s investment company taxable income for the full fiscal year and distributions paid during the full year.
The Company has authorized 100,000,000,000 shares of common stock with a par value of $0.001 per share. The Company has authorized 10,000,000,000 shares of its preferred stock with a par value of $0.001 per share. Shares of preferred stock have not been issued.
Prior to the IPO, the Company had issued 43,982,137.46 shares in the private placement of the Company’s common stock (the “Private Offering”). Each investor had entered into a separate subscription agreement relating to the Company’s common stock (the “Subscription Agreements”). Each investor had made a capital commitment to purchase shares of the Company’s common stock pursuant to the Subscription Agreements. Investors were required to make capital contributions to purchase shares of the Company’s common stock each time the Company delivered a drawdown notice, which were delivered at least 10 business days prior to the required funding date in an aggregate amount not to exceed their respective capital commitments. The number of shares to be issued to a stockholder was determined by dividing the total dollar amount of the contribution by a stockholder by the net asset value per share of the common stock as of the last day of the Company’s fiscal quarter or such other date and price per share as determined by the Board in accordance with the requirements of the 1940 Act. As of December 31, 2018, aggregate commitments relating to the Private Offering were $1.3 billion. All outstanding commitments related to these Subscription Agreements were cancelled due to the completion of the IPO on November 15, 2018. As of March 31, 2025 and December 31, 2024, the Advisor contributed in aggregate $8.9 million and $8.9 million to the Company and received 488,212.35 and 488,212.35 shares of the Company, respectively. At March 31, 2025 and December 31, 2024, the Advisor owned 0.00% and 0.00%, respectively, of the outstanding common stock of the Company.
On November 19, 2018, the Company closed its IPO issuing 7,500,000 shares of common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018. The offering generated proceeds, before expenses, of $147.3 million. All outstanding commitments were cancelled due to the completion of the initial public offering.
There have been no shares issued or proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements, issuance of common stock, or shares issued pursuant to the dividend reinvestment plan during the three months ended March 31, 2025 and 2024.
On May 7, 2019, the Board authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Exchange Act. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of March 31, 2025, there have been no repurchases of common stock.
On February 27, 2025, the Company entered into equity distribution agreements (each, an “Equity Distribution Agreement”), by and among the Company, the Advisor and, severally and not jointly, each of Raymond James & Associates, Inc. and Keefe, Bruyette & Woods, Inc. (the “Sales Agents”) in connection with the sale of shares of the Company’s common stock by the Company, par value $0.001 per share of common stock, having an aggregate offering price of up to $250.0 million, in amounts and at times to be determined by the Company (the “Offering”). Actual sales, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions and the market price of the common stock.
Each Equity Distribution Agreement provides that the Company may offer and sell the common stock from time to time through the Sales Agents, or to them. Sales of the common stock, if any, 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, including sales made directly on the New York Stock Exchange or any similar securities exchange or sales made to or through a market maker other than on a securities exchange, at prices related to the prevailing market prices or at negotiated prices. Pursuant to the terms of each Equity Distribution Agreement, each Sales Agent will receive a commission from the Company of up to 1.50% of the gross sales price of any common stock sold through the relevant Sales Agent under its Equity Distribution Agreement. Each Equity Distribution Agreement contains customary representations, warranties and agreements of the Company, indemnification rights and other obligations of the parties and termination provisions.
The Company may from time to time issue and sell common stock through public or “at the market” offerings. In connection with the issuance of common stock, the Company issued and sold the following common stock during the three months ended March 31, 2025:
Number of Shares of Common
Underwriting Fees/
Average Offering
Issuances of Common Stock
Stock Issued
Gross Proceeds
Offering Expenses
Net Proceeds
Price Per Share
“At the market” offerings
253.9
4,574.7
23.2
4,551.4
18.02
Commitments
The Company’s investment portfolio may contain debt investments that are in the form of lines of credit and unfunded delayed draw commitments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements.
As of March 31, 2025, the Company had $544.6 million of unfunded commitments under loan and financing agreements as follows:
Portfolio Company & Investment
Expiration Date(1)
Unfunded Commitments(2)
A&R Logistics, Inc. - Revolver
1,458
Advanced Aircrew - Revolver
AEG Vision - Delayed Draw
32,508
Allbridge - Delayed Draw
2,841
Allbridge - Revolver
Allworth Financial Group, L.P. - Delayed Draw
7,733
Allworth Financial Group, L.P. - Revolver
AMI - Revolver
3,796
AOM Infusion - Delayed Draw
570
AOM Infusion - Revolver
Apollo Intelligence - Revolver
3,305
Applitools - Revolver
3,430
Appriss - Delayed Draw
Appriss - Revolver
3,186
Appriss Holdings, Inc. - Revolver
Arctic Glacier U.S.A., Inc. - Revolver
ASP-r-pac Acquisition Co LLC - Revolver
1,880
ATS - Revolver
1,723
Avalon Acquiror, Inc. - Revolver
2,521
Awayday - Revolver
945
AXH Air Coolers - Delayed Draw
7,839
AXH Air Coolers - Revolver
3,670
Beacon Specialized Living - Delayed Draw
10,392
Beacon Specialized Living - Revolver
1,282
Beneficium - Delayed Draw
9,302
BTX Precision - Delayed Draw
12,920
BTX Precision - Revolver
4,211
111
Chase Industries, Inc. - Revolver
Chilton - Delayed Draw
10,122
Chilton - Revolver
3,227
Choreo - Delayed Draw
City BBQ - Delayed Draw
13,267
City BBQ - Revolver
4,738
Concert Golf Partners Holdco LLC - Delayed Draw
9,823
Concert Golf Partners Holdco LLC - Revolver
2,492
Congress Wealth - Delayed Draw
14,400
4,394
Congress Wealth - Revolver
1,102
Cube - Delayed Draw
Darcy Partners - Revolver
349
Datix Bidco Limited - Delayed Draw
2,861
Datix Bidco Limited - Revolver
155
2,163
Discovery Senior Living - Delayed Draw
10,625
Discovery Senior Living - Revolver
2,360
DTIQ - Delayed Draw
5,375
DTIQ - Revolver
4,032
Duraco - Revolver
1,792
Easy Ice - Delayed Draw
8,235
Easy Ice - Revolver
Efficient Collaborative Retail Marketing Company, LLC - Revolver
1,141
EHE Health - Revolver
Electronic Merchant Systems - Revolver
E-Tech Group - Revolver
Facts Global Energy - Delayed Draw
6,308
Facts Global Energy - Revolver
1,577
Fiduciaire Jean-Marc Faber (FJMF) - Delayed Draw
3,459
8,600
Forward Slope - Revolver
5,923
Gills Point S - Revolver
1,257
Goodfellow - Revolver
1,405
Govineer Solutions (fka Black Mountain) - Delayed Draw
7,879
Govineer Solutions (fka Black Mountain) - Revolver
5,251
HealthDrive - Delayed Draw
HealthDrive - Revolver
2,754
Hellers - Delayed Draw
467
Hempz - Revolver
1,826
ImageTrend - Revolver
Intoxalock - Revolver
JHCC Holdings, LLC - Revolver
1,700
LogRhythm - Revolver
Mach Acquisition R/C - Revolver
1,506
Master ConcessionAir - Delayed Draw
Master ConcessionAir - Revolver
McLarens Acquisition Inc. - Delayed Draw
6,250
Morrow Sodali - Revolver
MRHT - Delayed Draw
11,433
MZR Buyer, LLC - Revolver
1,732
Nafinco - Delayed Draw
737
Nafinco - Revolver
348
NearMap - Revolver
New Look Vision Group - Revolver
1,230
Odyssey Behavioral Health - Revolver
7,280
OGH Bidco Limited - Delayed Draw
Orion - Delayed Draw
602
Orion - Revolver
1,407
PayRange - Revolver
4,144
PCF - Delayed Draw
1,259
Pharmacy Partners - Revolver
5,491
PlentyMarkets - Delayed Draw
16,317
PlentyMarkets - Revolver
1,634
PMA - Revolver
1,225
Pollo Tropical - Revolver
PPT Group - Delayed Draw
4,556
PPT Group - Revolver
PRGX - Delayed Draw
5,464
Pure Wafer - Delayed Draw
Pure Wafer - Revolver
1,585
Pyramid Global Hospitality - Revolver
3,482
Reconomy - Delayed Draw
9,035
Red Nucleus - Delayed Draw
4,070
Red Nucleus - Revolver
RedMed Operations (Collage Rehabilitation) - Delayed Draw
5,839
RedMed Operations (Collage Rehabilitation) - Revolver
1,285
RetailNext - Revolver
3,104
Revalize, Inc. - Revolver
536
RoadOne - Revolver
2,657
RoC Skincare - Revolver
1,871
Saturn Purchaser Corp. - Revolver
6,716
SensorTower - Revolver
Service Master - Revolver
2,354
Simplicity - Delayed Draw
7,305
Simplicity - Revolver
4,348
Solairus - Delayed Draw
7,274
Solaray, LLC - Revolver
Spotless Brands - Delayed Draw
6,507
Spring Finco BV - Delayed Draw
4,145
Sunmed Group Holdings, LLC - Revolver
Superna Inc. - Delayed Draw
2,631
Superna Inc. - Revolver
SureWerx - Delayed Draw
1,476
SureWerx - Revolver
296
Taoglas - Revolver
257
Titan Cloud Software, Inc - Revolver
2,143
TLC Purchaser, Inc. - Revolver
9,521
V Global Holdings LLC - Revolver
2,601
Vessco Water - Delayed Draw
2,458
Vessco Water - Revolver
1,112
Walker Edison - Delayed Draw
WCI Gigawatt Purchaser - Revolver
Wealth Enhancement Group (WEG) - Delayed Draw
14,517
Wealth Enhancement Group (WEG) - Revolver
1,220
Webcentral - Delayed Draw
2,611
Whitcraft-Paradigm - Delayed Draw
2,565
Whitcraft-Paradigm - Revolver
734
WSP - Revolver
WU Holdco, Inc. - Revolver
Zeus Fire & Security - Delayed Draw
8,604
Zeus Fire & Security - Revolver
2,633
544,622
114
As of December 31, 2024, the Company had $560.9 million of unfunded commitments under loan and financing agreements as follows:
Expiration Date (1)
Unfunded Commitments (2)
2,445
7,268
37,800
AgroFresh Solutions - Revolver
Allworth - Delayed Draw
8,451
3,454
Apollo Intelligence - Delayed Draw
9,611
4,807
2,785
Awayday - Delayed Draw
1,150
7,339
8,710
5,504
12,836
9,022
Black Mountain - Delayed Draw
Black Mountain - Revolver
1,334
Cube - First Lien Senior Secured Loan
115
244
11,806
1,593
10,444
Element Buyer, Inc. - Revolver
1,298
5,330
Gills Point S - Delayed Draw
6,580
2,868
Gulf Winds International - Revolver
1,588
Lagerbox - First Lien Senior Secured Loan
776
2,511
411
13,075
333
1,151
4,933
116
509
8,763
2,266
3,388
4,883
3,329
8,697
Smartronix - Revolver
7,901
3,829
2,013
353
Taoglas - Delayed Draw
3,636
TES Global - Delayed Draw
3,848
4,029
117
2,347
4,413
2,947
4,372
1,038
8,779
560,925
Contingencies
In the normal course of business, the Company may enter into certain contracts that provide a variety of indemnities. The Company’s maximum exposure under these indemnities is unknown as it would involve future claims that may be made against the Company. Currently, the Company is not aware of any such claims and no such claims are expected to occur. As such, the Company does not consider it necessary to record a liability in this regard.
The following is a schedule of financial highlights for the three months ended March 31, 2025 and 2024:
Per share data:
Net asset value at beginning of period
17.60
Net investment income (1)
Net realized gain (loss) (1)(7)
(0.41
0.06
Net change in unrealized appreciation (1)(2)(8)
0.35
(0.04
Net increase in net assets resulting from operations (1)(9)(10)
Stockholder distributions from income (3)
(0.45
Net asset value at end of period
Shares outstanding at end of period
Per share market value at end of period
16.60
15.68
Total return based on market value (12)
(2.68
7.03
Total return based on net asset value (4)
2.51
3.10
Ratios:
Ratio of net investment income to average net assets (5)(11)(13)
12.29
14.74
Ratio of total expenses to average net assets (5)(11)(13)
11.62
Supplemental data:
Ratio of interest and debt financing expenses to average net assets (5)(13)
6.72
6.39
Ratio of expenses (without incentive fees) to average net assets (5)(11)(13)
11.26
Ratio of incentive fees and management fees, net of contractual and voluntary waivers, to average net assets (5)(11)(13)
3.42
3.93
Average principal debt outstanding
1,437,769
1,287,357
Portfolio turnover (6)
12.56
119
Note 12. Subsequent Events
The Company’s management has evaluated the events and transactions that have occurred through May 5, 2025, the issuance date of the Consolidated Financial Statements, and noted no items requiring disclosure in this Form 10-Q or adjustment of the Consolidated Financial Statements.
The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the Consolidated Financial Statements and notes thereto appearing elsewhere in this report. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Forward-Looking Statements” appearing elsewhere in this report.
Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). We are managed by the Advisor, a subsidiary of Bain Capital Credit, LP (“Bain Capital Credit”). Our Advisor is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our “Administrator”). Since we commenced operations on October 13, 2016 through March 31, 2025, we have invested approximately $9,060.8 million in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last-out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds.
On November 19, 2018, we closed our initial public offering (the “IPO”) issuing 7,500,000 shares of our common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018.
Our primary focus is capitalizing on opportunities within Bain Capital Credit's Senior Direct Lending Strategy, as defined below, which seeks to provide risk-adjusted returns and current income to investors 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 $10.0 million and $150.0 million in annual earnings before interest, taxes, depreciation and amortization (“EBITDA”). However, we may, from time to time, invest in larger or smaller companies. We focus on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender (including "unitranche" loans, which are loans that combine both senior and mezzanine debt). We generally seek to retain effective voting control in respect of the loans or particular class of securities in which we invest through maintaining affirmative voting positions or negotiating consent rights that allow us to retain a blocking position. We may also invest in mezzanine debt and other junior securities, including common and preferred equity and in secondary purchases of assets or portfolios, on an opportunistic basis, but such investments are not the principal focus of our investment strategy. We may also invest, from time to time, in distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities. Our debt investments may be fixed or floating interest rates, and our floating rate investments may utilize one or more reference rates, such as SOFR. Our investments are subject to a number of risks.
We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. The companies in which we invest use our capital for a variety of reasons, including to support organic growth, to fund changes of control, to fund acquisitions, to make capital investments and for refinancing and recapitalizations.
Leverage may be utilized to help the Company meet its investment objective. Any such leverage would be expected to increase the total capital available for investment by the Company.
We may invest in debt securities which are either rated below investment grade or not rated by any rating agency but, if they were rated, would be rated below investment grade. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value.
Our level of investment activity may vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the
level of investment and capital expenditures of such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.
As a BDC, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the SEC, “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
As a BDC, we may also invest up to 30% of our portfolio opportunistically in “non-qualifying” portfolio investments, such as investments in non-U.S. companies.
Revenues
We primarily generate revenue in the form of interest income on debt investments and distributions on equity investments and, to a lesser extent, capital gains, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) interest. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance and consulting fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts into or against income over the life of the loan. We record contractual prepayment premiums on loans and debt securities as interest income.
Our debt investment portfolio consists of primarily floating rate loans. As of March 31, 2025 and December 31, 2024, 93.2% and 92.0%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as SOFR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies.
Our primary operating expenses include the payment of fees to our Advisor under the Amended Advisory Agreement, our allocable portion of overhead expenses under the administration agreement (the “Administration Agreement”) and other operating costs, including those described below. The Base Management Fee and Incentive Fee compensate our Advisor for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:
To the extent that expenses to be borne by us are paid by the Administrator, we will generally reimburse the Administrator for such expenses. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator. We will also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by our Board. We incurred expenses related to the Administrator of $0.7 million and $0.4 million for the three months ended March 31, 2025 and 2024, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.2 million and $0.2 million for the three months ended March 31, 2025 and 2024, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The Administrator will not be reimbursed to the extent that such reimbursements would cause any distributions to our stockholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our stockholders.
We may borrow money from time to time. However, our ability to incur indebtedness (including by issuing preferred stock), is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 150%. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. As of March 31, 2025, the Company’s asset coverage was 178.2%.
The Advisor’s investment process can be broken into five processes: (1) Sourcing and Idea Generation, (2) Investment Diligence & Recommendation, (3) Credit Committee Approval, (4) Portfolio Construction and (5) Portfolio & Risk Management.
Sourcing and Idea Generation
The investment decision-making process begins with sourcing ideas. Bain Capital Credit’s Private Credit Group interacts with a broad and deep set of global sourcing contacts, enabling the group to generate a large set of middle-market investment opportunities. Further enhancing the sourcing capability of the core Private Credit Group are Bain Capital Credit’s industry groups, Trading Desk, and the Bain Capital Special Situations team. The team has extensive contacts with private equity firms. Relationships with banks, a variety of advisors and intermediaries and a handful of unique independent sponsors compose the remainder of the relationships. Through these sourcing efforts the Private Credit Group has built a sustainable deal funnel, which has generated hundreds of opportunities to review annually.
Investment Diligence & Recommendation
Our Advisor utilizes Bain Capital Credit’s bottom-up approach to investing, and it starts with the due diligence. The Private Credit Group works with the close support of Bain Capital Credit’s industry groups on performing due diligence. This process typically begins with a detailed review of the offering memorandum as well as Bain Capital Credit’s own independent diligence efforts, including in-house materials and expertise, third-party independent research and interviews, and hands-on field checks where appropriate. For deals that progress beyond an initial stage, the team will schedule one or more meetings with company management, facilities visits and also meetings with the sponsor in order to ask more detailed questions and to better understand the sponsor’s view of the business and plans for it going forward. The team’s diligence work is summarized in investment memorandums and accompanying credit packs. Work product also includes full models and covenant analysis. The approval process itself is iterative, involving multiple levels of discussion and approval.
Credit Committee Approval
Given Bain Capital Credit’s broad and diverse range of investment strategies, we tailor our investment decision-making process by strategy to provide a robust and comprehensive discussion of both individual investments and the applicable portfolio(s) under consideration. We believe that this flexible approach provides a rigorous investment decision-making process that allows us to be nimble across a variety of market environments while still maintaining high credit underwriting standards.
Our investments require approval from at least the Private Credit Investment Committee, which includes three Partners in the Private Credit Group as standing members: Michael Ewald, Mike Boyle, and Carolyn Hastings. Ad hoc members may also be included in the Private Credit Investment Committee for certain types of investments.
Portfolio Construction
Portfolio construction is largely the responsibility of the portfolio managers. The portfolio managers will construct the portfolio using a set of approved investments. While the decision to buy generally requires approval from at least the Private Credit Investment Committee, the decision to sell securities is at the sole discretion of the portfolio managers. For middle-market holdings, the path to exit an investment is discussed at credit committee meetings, including restructurings, acquisitions and sale to strategic buyers. Since most middle-market investments are illiquid, exits are driven primarily by a sale of the portfolio company or a refinancing of the portfolio company’s debt.
Portfolio & Risk Management
Our Advisor utilizes Bain Capital Credit’s Private Credit Group for the daily monitoring of its respective credits after an investment has been made. Our Advisor believes that the ongoing monitoring of financial performance and market developments of
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portfolio investments is critical to successful investment management. Accordingly, our Advisor is actively involved in an on-going portfolio review process and attends board meetings. To the extent a portfolio investment is not meeting our Advisor’s expectations, our Advisor takes corrective action when it deems appropriate, which may include raising interest rates, gaining a more influential role on its board, taking warrants and, where appropriate, restructuring the balance sheet to take control of the company. Our Advisor will utilize the Bain Capital Credit Risk and Oversight Committee. The Risk and Oversight Committee is responsible for monitoring and reviewing risk management, including portfolio risk, counterparty risk and firm-wide risk issues. In addition to the methods noted above, there are a number of proprietary methods and tools used through all levels of Bain Capital Credit to manage portfolio risk.
During the three months ended March 31, 2025, we invested $277.2 million, including PIK, in 89 portfolio companies, and had $246.4 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $30.8 million for the period. Of the $277.2 million invested during the three months ended March 31, 2025, $123.8 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.
During the three months ended March 31, 2024, we invested $403.1 million, including PIK, in 83 portfolio companies, and had $296.0 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $107.1 million for the period. Of the $403.1 million invested during the three months ended March 31, 2024, $49.6 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.
The following table shows the composition of the investment portfolio and associated yield data as of March 31, 2025 (dollars in thousands):
Weighted Average
Yield (1)(2)
at
Percentage of
Amortized
Total Portfolio
14.8
14.9
6.9
N/A
Subordinated Notes in Investment Vehicles (3)
Preferred Equity Interest in Investment Vehicles (3)
Equity Interests in Investment Vehicles (3)
19.1
21.0
The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2024 (dollars in thousands):
11.4
14.1
14.3
Preferred Equity Interests in Investment Vehicles (3)
18.6
24.3
11.7
The following table presents certain selected information regarding our investment portfolio as of March 31, 2025:
Number of portfolio companies
Percentage of debt bearing a floating rate (1)
93.2
Percentage of debt bearing a fixed rate (1)
The following table presents certain selected information regarding our investment portfolio as of December 31, 2024:
92.0
8.0
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The following table shows the amortized cost and fair value of our performing and non-accrual investments as of March 31, 2025 (dollars in thousands):
Percentage atAmortized Cost
Percentage atFair Value
Performing
2,420,813
98.6
2,446,977
99.3
Non-accrual
35,251
17,968
The following table shows the amortized cost and fair value of our performing and non-accrual investments as of December 31, 2024 (dollars in thousands):
Percentage at
2,414,650
98.7
2,427,455
99.8
32,340
3,734
Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of March 31, 2025, there were twelve loans from four issuers placed on non-accrual in the Company’s portfolio. As of December 31, 2024, there were eight loans from five issuers placed on non-accrual in the Company’s portfolio.
The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of March 31, 2025 (dollars in thousands):
AmortizedCost
Percentageof Total
FairValue
62.9
61.7
8.9
12.8
28,476
2,550,317
2,558,910
The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of December 31, 2024 (dollars in thousands):
62.1
61.6
8.6
13.2
2,640
2,546,733
2,530,255
Our Advisor monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. The Advisor has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
Our Advisor rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3 or 4, our Advisor enhances its level of scrutiny over the monitoring of such portfolio company. Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.
The following table shows the composition of our portfolio on the 1 to 4 rating scale as of March 31, 2025 (dollars in thousands):
Investment Performance Rating
Number ofCompanies (1)
3,205
2,341,403
95.0
92.5
102,369
The following table shows the composition of our portfolio on the 1 to 4 rating scale as of December 31, 2024 (dollars in thousands):
Number of
Companies(1)
2,344,745
96.4
92.8
62,149
21,804
On February 9, 2021, the Company and Pantheon (“Pantheon”), a leading global alternative private markets manager, formed the International Senior Loan Program, LLC (“ISLP”), an unconsolidated joint venture. ISLP invests primarily in non-US first lien senior secured loans. ISLP was formed as a Delaware limited liability company. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments.
As of March 31, 2025, the Company had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $254.3 million. The Company has contributed $254.3 million in capital and has $0.0 million in unfunded capital contributions. As of March 31, 2025, Pantheon had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $149.2 million. Pantheon had contributed $149.2 million in capital and has $0.0 million in unfunded capital contributions. The Company and Pantheon each appointed two members to ISLP’s four-person Member Designees’ Committee. All material decisions with respect to ISLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee. The Company does not consolidate its investments in ISLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control ISLP due to the allocation of voting rights among ISLP members.
As of March 31, 2025, ISLP had $657.9 million in debt and equity investments, at fair value. The following table is a summary of ISLP’s portfolio at fair value:
On February 9, 2022, the Company, and an entity advised by Amberstone Co., Ltd. (“Amberstone”), a credit focused investment manager that advises institutional investors, committed capital to a newly formed joint venture, Bain Capital Senior Loan Program, LLC (“SLP”). Pursuant to an amended and restated limited liability company agreement (the “LLC Agreement”) between the Company and Amberstone, each such party has a 50% economic ownership interest in SLP. SLP will seek to invest primarily in senior secured first lien loans of U.S. borrowers.
As of March 31, 2025, the Company’s investment in SLP consisted of subordinated notes of $136.9 million, preferred equity interests of $0.7 million and equity interests of $6.1 million. As of December 31, 2024, the Company’s investment in SLP consisted of subordinated notes of $146.5 million, preferred equity interests of $10.0 thousand and equity interests of ($4.8) million. The Company and Amberstone each appointed two members to SLP’s four-person Member Designees’ Committee. All material decisions with respect to SLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee. The Company does not consolidate its investments in SLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control SLP due to the allocation of voting rights among SLP members.
The following table is a summary of SLP’s portfolio at fair value:
Less: Income taxes, including excise tax
Net increase in net assets resulting from operations can vary from period to period as a result of various factors, including additional financing, new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. Due to these factors, comparisons may not be meaningful.
Investment Income
The composition of our investment income for the three months ended March 31, 2025 and 2024 was as follows (dollars in thousands):
50,828
55,595
6,511
8,267
6,625
5,382
2,875
Interest income from investments, which includes interest and accretion of discounts and fees, decreased to $50.8 million for the three months ended March 31, 2025 from $55.6 million for the three months ended March 31, 2024, primarily due to a decrease in yield of the investment portfolio. Dividend income decreased to $6.5 million for the three months ended March 31, 2025 from $8.3 million for the three months ended March 31, 2024, primarily due to a decrease in dividend income from the SLP. PIK income increased to approximately $6.6 million for the three months ended March 31, 2025 from $5.4 million for the three months ended March 31, 2024, primarily due to an increase in the number of investments earning PIK income. Other income decreased to approximately $2.9 million for the three months ended March 31, 2025 from $5.3 million for the three months ended March 31, 2024, primarily due to a decrease in amendment, closing and commitment fees earned on certain investments. As of March 31, 2025, the weighted average yield of our investment portfolio decreased to 11.5% from 12.9% as of March 31, 2024, at amortized cost.
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Operating Expenses
The composition of our operating expenses for the three months ended March 31, 2025 and 2024 were as follows (dollars in thousands):
Interest and Debt Financing Expenses
Interest and debt financing expenses on our borrowings totaled approximately $18.9 million and $18.1 million for the three months ended March 31, 2025 and 2024, respectively. Interest and debt financing expense for the three months ended March 31, 2025 as compared to March 31, 2024 increased primarily due to an increase in debt outstanding for the period. The weighted average principal debt balance outstanding for the three months ended March 31, 2025 was $1.4 billion compared to $1.3 billion for the three months ended March 31, 2024.
The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the three months ended March 31, 2025 and the year ended December 31, 2024 was 4.8% and 5.1%, respectively.
Management Fee
Management fee (net of waivers) increased to $9.1 million for the three months ended March 31, 2025 from $8.8 million for the three months ended March 31, 2024. Management fee (gross of waivers) increased to $9.1 million for the three months ended March 31, 2025 from $8.8 million for the three months ended March 31, 2024, primarily due to an increase in total assets throughout the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Management fee waived for the three months ended March 31, 2025 and 2024 was $0.0 million and $0.0 million, respectively.
Incentive Fee
Incentive fee (net of waivers) decreased to $2.2 million for the three months ended March 31, 2025 from $9.2 million for the three months ended March 31, 2024 primarily due to the incentive fee cap. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million for the three months ended March 31, 2025 and $0.0 million for the three months ended March 31, 2024. For the three months ended March 31, 2025, there were no incentive fees related to the GAAP Incentive Fee.
Professional Fees and Other General and Administrative Expenses
Professional fees and other general and administrative expenses increased to $3.5 million for the three months ended March 31, 2025 from $3.4 million for the three months ended March 31, 2024, primarily due to an increase in costs associated with servicing our investment portfolio.
Net Realized and Unrealized Gains and Losses
The following table summarizes our net realized and unrealized gains (losses) for the three months ended March 31, 2025 and 2024 (dollars in thousands):
7,233
Net realized loss on investments
(25,311
(5,050
Net realized gain on foreign currency transactions
(151
Net realized gain on forward currency exchange contracts
1,808
Net realized loss on forward currency exchange contracts
(2,695
Net realized gains (losses)
Change in unrealized appreciation on investments
50,880
25,842
Change in unrealized depreciation on investments
(26,198
(29,663
24,682
(3,821
Unrealized appreciation on foreign currency translation
Net change in unrealized appreciation on foreign currency and forward currency exchange contracts
(1,638
1,033
For the three months ended March 31, 2025 and 2024, we had net realized gains (losses) on investments of ($24.0) million and $2.2 million, respectively, which were primarily driven by full or partial sales or paydowns of our investments. For the three months ended March 31, 2025 and 2024, we had net realized gains (losses) on foreign currency transactions of ($0.2) million and $0.0 million, respectively, primarily as a result of fluctuations in the EUR, GBP, NZD and CAD exchange rates. For the three months ended March 31, 2025 and 2024, we had net realized gains (losses) on forward currency contracts of ($2.4) million and $1.7 million, respectively, primarily as a result of settling AUD, EUR, GBP and NOK forward contracts.
For the three months ended March 31, 2025, we had $50.9 million in unrealized appreciation on 77 portfolio company investments, which was offset by $26.2 million in unrealized depreciation on 99 portfolio company investments. Unrealized appreciation for the three months ended March 31, 2025 resulted from an increase in fair value, primarily due to positive valuation adjustments. Unrealized depreciation for the three months ended March 31, 2025 resulted from a decrease in fair value, primarily due to a widening of credit spreads and negative valuation adjustments.
For the three months ended March 31, 2024, we had $25.8 million in unrealized appreciation on 63 portfolio company investments, which was offset by $29.7 million in unrealized depreciation on 88 portfolio company investments. Unrealized appreciation was primarily due to positive valuation adjustments. Unrealized depreciation for the three months ended March 31, 2024 resulted from a decrease in fair value, primarily due to a widening of credit spreads and negative valuation adjustments.
For the three months ended March 31, 2025 and 2024, we had unrealized appreciation on forward currency exchange contracts of ($2.1) million and $1.2 million, respectively. For the three months ended March 31, 2025, unrealized depreciation on forward currency exchange contracts was primarily due to AUD, EUR, GBP, and NOK forward contracts.
The following table summarizes the impact of foreign currency for the three months ended March 31, 2025 and 2024 (dollars in thousands):
Net change in unrealized appreciation on investments due to foreign currency
4,179
(2,226
Net realized gain (loss) on investments due to foreign currency
Foreign currency impact to net increase (decrease) in net assets resulting from operations
(174
705
Included in total net gains (losses) on the Consolidated Statements of Operations were gains (losses) of $4.3 million and ($2.3) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended March 31, 2025 and 2024, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of ($4.5) million and $3.0 million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the Consolidated Statements of Operations is ($0.2) million and $0.7 million for the three months ended March 31, 2025 and 2024, respectively.
Interest Rate Swaps
We use interest rate swaps to mitigate interest rate risk associated with our fixed rate liabilities, and have designated certain interest rate swaps to be in a hedge accounting relationship. See “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 2. Summary of Significant Accounting Policies” and “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 7. Derivatives” for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship, and our consolidated schedule of investments for additional disclosure regarding these derivative instruments. See “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 6. Debt” for additional disclosure regarding the carrying value of our debt.
Net Increase (Decrease) in Net Assets Resulting from Operations
For the three months ended March 31, 2025 and 2024, the increase in net assets resulting from operations was $28.5 million and $35.1 million, respectively. Based on the weighted average shares of common stock outstanding for the three months ended March 31, 2025 and 2024, our per share net increase in net assets resulting from operations was $0.44 and $0.55, respectively.
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are derived primarily from proceeds from equity issuances, advances from our credit facilities, 2019‑1 Debt, March 2026 Notes, October 2026 Notes, March 2030 Notes, the Sumitomo Credit Facility and cash flows from operations. The primary uses of our cash are for (1) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements; (2) debt service, repayment, and other financing costs; (3) cash distributions to the holders of our common stock; and (4) the cost of operations (including payments to the Advisor under the Investment Advisory and Administration Agreements).
We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time raise additional equity or debt capital through registered offerings, enter into additional debt facilities, or increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of March 31, 2025 and December 31, 2024, our asset coverage ratio was 178.2% and 181.7%, respectively.
At March 31, 2025 and December 31, 2024, we had $94.0 million and $99.1 million in cash, foreign cash, restricted cash and cash equivalents, respectively.
134
At March 31, 2025, we had approximately $699.0 million of availability on our Sumitomo Credit Facility, subject to existing terms and regulatory requirements. At December 31, 2024 we had approximately $412.3 million of availability on our Sumitomo Credit Facility subject to existing terms and regulatory requirements.
For the three months ended March 31, 2025, cash, foreign cash, restricted cash, and cash equivalents decreased by $5.1 million. During the three months ended March 31, 2025, we used $7.3 million in cash for operating activities. The decrease in cash used for operating activities was primarily related to purchases of investments of $299.4 million, which was offset by proceeds from principal payments and sales of investments of $251.3 million and a net increase in assets resulting from operations of $28.5 million. During the three months ended March 31, 2025, we provided $2.0 million for financing activities, primarily on the issuance of the March 2030 Notes for $350.0 million and borrowings under our Sumitomo Credit Facility of $109.0 million, partially offset by repayments of $395.7 million and distributions paid during the period of $58.2 million.
For the three months ended March 31, 2024, cash, foreign cash, restricted cash, and cash equivalents increased by $10.0 million. During the three months ended March 31, 2024, we used $63.7 million in cash for operating activities. The decrease in cash used for operating activities was primarily related to the purchases of investments of $400.9 million, which was offset by proceeds from principal payments and sales of investments of $296.7 million and a net increase in assets resulting from operations of $35.1 million. During the three months ended March 31, 2024, we provided $73.9 million for financing activities, primarily on repayments of our Sumitomo Credit Facility of $97.0 million, and distributions paid during the period of $27.1 million, partially offset by borrowings of $198.0 million.
On November 19, 2018, we closed our IPO issuing 7,500,000 shares of common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018. The offering generated net proceeds, after expenses, of $145.4 million. All outstanding capital commitments from the Company’s Private Offering were cancelled as of the completion of the IPO.
On May 7, 2019, the Company’s Board authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Exchange Act. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of March 31, 2025, there have been no repurchases of common stock.
On February 27, 2025, the Company entered into equity distribution agreements (each, an “Equity Distribution Agreement”), by and among the Company, the Advisor and, severally and not jointly, each of Raymond James & Associates, Inc. and Keefe, Bruyette & Woods, Inc. (the “Sales Agents”) in connection with the sale of shares of the Company's common stock by the Company, par value $0.001 per share of common stock, having an aggregate offering price of up to $250.0 million, in amounts and at times to be determined by the Company (the “Offering”). Actual sales, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions and the market price of the common stock.
The Company may from time to time issue and sell common stock through public or “at the market” offerings. In connection with the issuance of common stock, the Company issued and sold common stock during the three months ended March 31, 2025:
For additional information on our debt obligations see “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 6. Debt”.
Distribution Policy
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2025 (dollars in thousands, except per share):
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2024 (dollars in thousands, except per share):
Distributions to common stockholders are recorded on the record date. To the extent that we have income available, we intend to distribute quarterly distributions to our stockholders. Our quarterly distributions, if any, will be determined by the Board. Any distributions to our stockholders will be declared out of assets legally available for distribution.
We have elected to be treated, and intend to operate in a manner so as to continuously qualify, as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with our taxable year ended December 31, 2016. To qualify for and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount generally at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses. In order to avoid the imposition of certain excise taxes imposed on RICs, we must distribute dividends to our stockholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses, adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax.
136
We intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain all or a portion of our net capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to our stockholders.
We have adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Prior to the IPO, stockholders who “opted in” to our dividend reinvestment plan had their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Subsequent to the IPO, stockholders who do not “opt out” of our dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Stockholders could elect to “opt in” or “opt out” of our dividend reinvestment plan in their subscription agreements, through the private offering. The elections of stockholders prior to the IPO shall remain effective after the IPO.
The U.S. federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year.
Commitments and Off-Balance Sheet Arrangements
We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized on the statements of assets and liabilities.
We have entered into a number of business relationships with affiliated or related parties, including the Amended Advisory Agreement and the Administration Agreement.
In addition to the aforementioned agreements, we, our Advisor and Bain Capital Credit have been granted exemptive relief from the SEC to permit greater flexibility to negotiate the terms of co-investments if the Board determines that it would be advantageous for us to co-invest with other Bain Capital Credit Clients in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent Bain Capital Credit Clients funds, accounts and investment vehicles managed by Bain Capital Credit may afford us additional investment opportunities and an ability to achieve greater diversification. Accordingly, our exemptive order permits us to invest with Bain Capital Credit Clients in the same portfolio companies under circumstances in which such investments would otherwise not be permitted by the 1940 Act. Our exemptive relief permitting co-investment transactions generally applies only if our Independent Directors and Directors who have no financial interest in such transaction review and approve in advance each co-investment transaction. The exemptive relief imposes other conditions with which we must comply to engage in co-investment transactions.
Recent Developments
See “Item 1. Financial Statements - Notes to Consolidated Financial Statements - Note 12. Subsequent Events” for a summary of recent developments.
Basis of Presentation
The Company’s unaudited Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). The Company’s Consolidated Financial Statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10‑Q and Articles 1, 6, 10 and 12 of Regulation S-X. These Consolidated Financial Statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. We have determined we meet the definition of an investment company and follow the accounting and reporting guidance in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC 946”). Our financial currency is U.S. dollars and these Consolidated Financial Statements have been prepared in that currency.
Use of Estimates
The preparation of the Consolidated Financial Statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.
Revenue Recognition
We record our investment transactions on a trade date basis. We record realized gains and losses based on the specific identification method. We record interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized into or against interest income using the effective interest method or straight-line method, as applicable. We record any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts received upon prepayment of a loan or debt security as interest income.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for such distributions in the case of private portfolio companies, and on the ex-dividend date for publicly traded portfolio companies. Distributions received from a limited liability company or limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.
Certain investments may have contractual PIK interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. We record PIK as interest or dividend income, as applicable. If at any point we believe PIK may not be realized, we place the investment generating PIK on non-accrual status.
Certain structuring fees and amendment fees are recorded as other income when earned. We record administrative agent fees received as other income when the services are rendered.
Valuation of Portfolio Investments
The Advisor shall value the investments owned by the Company, subject at all times to the oversight of the Board. The Advisor shall follow its own written valuation policies and procedures as approved by the Board when determining valuations. A short summary of the Advisor’s valuation policies is below.
With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, comparable company multiple models, comparisons of financial ratios of peer companies that are public, and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
We have entered into the Amended Advisory Agreement with our Advisor (which supersedes the Prior Investment Advisory Agreement dated November 14, 2018 we had previously entered into). Our Advisor has agreed to serve as our investment adviser in accordance with the terms of the Amended Advisory Agreement. Under the Amended Advisory Agreement, we have agreed to pay an annual base management fee as well as an incentive fee based on our investment performance.
On November 28, 2018, our Board, including a majority of our Independent Directors, approved the Amended Advisory Agreement. On February 1, 2019 the Company’s stockholders approved the Amended Advisory Agreement. Pursuant to this Agreement, effective February 1, 2019, the base management fee of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will continue to apply to assets held at an asset coverage ratio of 200%, but a lower base management fee of 1.0% (0.25% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will apply to any amount of assets attributable to leverage decreasing the Company’s asset coverage ratio below 200%. The Amended Advisory Agreement incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.
We have entered into an Administration Agreement with the Administrator pursuant to which the Administrator will furnish us with administrative services necessary to conduct our day-to-day operations. We reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment.
If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under our Amended Advisory Agreement and Administration Agreement.
The following table shows the contractual maturities of our debt obligations as of March 31, 2025 (dollars in thousands):
We are subject to financial market risks, including changes in interest rates. We will generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material. There have been no material quantitative changes in reported market risk exposures in comparison to the information reported in the prior period.
Assuming that the statement of financial condition as of March 31, 2025 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (dollars in thousands):
Net Increase
Increase
(Decrease) in Net
(Decrease) in
Change in Interest Rates
Interest Income
Interest Expense
Down 100 Basis Points
(17,423
(8,585
(7,291
Down 200 Basis Points
(34,589
(17,170
(14,371
Down 300 Basis Points
(51,304
(25,755
(21,078
Up 100 Basis Points
17,458
8,585
7,320
Up 200 Basis Points
34,916
17,170
14,640
Up 300 Basis Points
52,374
25,755
21,961
From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at the balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates.
Evaluation of Disclosure Controls and Procedures
As of March 31, 2025 (the end of the period covered by this report), our management has carried out an evaluation, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a‑15 and 15d‑15(e) under the Exchange Act). Based on that evaluation our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting, as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act, that occurred during our most recently completed fiscal quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies.
In addition to the other information set forth in this report, you should carefully consider the factors described below and discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. During the fiscal quarter ended March 31, 2025, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024 except for the following:
Changes to U.S. tariff and import or export regulations may negatively impact our business.
The U.S. has recently enacted and proposed to enact significant new tariffs. Additionally, the new Presidential Administration has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact our business.
Not applicable.
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the three months ended March 31, 2025 (and are numbered in accordance with Item 601 of Regulation S-K under the Securities Act).
ExhibitNumber
Description of Document
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
Second Amended and Restated Investment Advisory Agreement, dated November 28, 2018, by and between the Company and the Advisor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K (File No. 814‑01175), filed on February 1, 2019).
10.2
Administration Agreement, dated October 6, 2016, by and between the Company and the Administrator (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
Form of Advisory Fee Waiver Agreement by and between the Company and the Advisor (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
Form of Custodian Agreement by and between the Company and U.S. Bank National Association (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
Indenture, dated as of September 28, 2018, between BCC Middle Market CLO 2018‑1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
Portfolio Management Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018‑1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
10.7
Loan Sale Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018‑1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as the transferor (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
Collateral Administration Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018‑1, LLC, as issuer, Bain Capital Specialty Finance, Inc., as portfolio manager, and Wells Fargo Bank, National Association, as collateral administrator (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
Master Participation Agreement, dated as of September 28, 2018, by and between BCSF I, LLC, as financing subsidiary, and BCC Middle Market CLO 2018‑1, LLC, as issuer (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
10.10
Amended and Restated Indenture, dated as of November 30, 2021, between BCC Middle Market CLO 2019-1, LLC, as issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as co-issuer and Wells Fargo Bank, National Association, as trustee. (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on May 5, 2022).
First Supplemental Indenture, dated as of August 2, 2022, between BCC Middle Market CLO 2019-1, LTD. (f/k/a BCC Middle Market CLO 2019-1, LLC), as Issuer, and Bain Capital Specialty Finance, in its capacity as Portfolio Manager under the Agreement on behalf of the Issuer, and together with its successors in such capacity, the “Portfolio Manager” (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 28, 2023).
Amended and Restated Portfolio Management Agreement, dated as of November 30, 2021, by and between BCC Middle Market CLO 2019-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager. (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on May 5, 2022)
10.13
First Amendment to Amended and Restated Portfolio Management Agreement, dated as of August 2, 2022, between BCC Middle Market CLO 2019-1, LTD. (f/k/a BCC Middle Market CLO 2019-1, LLC), as Issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as Co-Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 28, 2023).
Loan Sale Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019‑1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as the transferor (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).
Collateral Administration Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019‑1, LLC, as issuer, Bain Capital Specialty Finance, Inc., as portfolio manager, and Wells Fargo Bank, National Association, as collateral administrator (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).
10.16
Master Participation Agreement, dated as of August 28, 2019, by and between BCSF I, LLC, as financing subsidiary, and BCC Middle Market CLO 2019‑1, LLC, as issuer (incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).
Master Participation Agreement, dated as of August 28, 2019, by and between BCSF II-C, LLC, as financing subsidiary, and BCC Middle Market CLO 2019‑1, LLC, as issuer (incorporated by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).
Revolving Loan Agreement, dated March 27, 2020, by and between the Company, as Borrower, and BCSF Advisors, LP, as Lender (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on May 4, 2020).
Amended and Restated Limited Liability Company Agreement, dated February 9, 2021, of International Senior Loan Program, LLC, by and among the Company, Pantheon Private Debt Program SCSp SICAV—RAIF—Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV—RAIF—Tubera Credit 2020, Solutio Premium Private Debt I SCSp and Solutio Premium Private Debt II Master SCSp (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 24, 2021).
Underwriting Agreement, dated March 3, 2021, by and among Bain Capital Specialty Finance, Inc., BCSF Advisors, LP and Goldman Sachs & Co. LLC, as the representative of the underwriters (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 5, 2021).
Indenture, dated as of March 10, 2021, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).
143
First Supplemental Indenture, dated as of March 10, 2021, relating to the 2.950% Notes due 2026, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).
Form of 2.950% Notes due 2026 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).
10.24
Underwriting Agreement, dated October 5, 2021, by and among Bain Capital Specialty Finance, Inc., BCSF Advisors, LP, and Goldman Sachs & Co. LLC and SMBC Nikko Securities America Inc., as the representative of the underwriters (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on October 6, 2021).
Second Supplemental Indenture, dated as of October 13, 2021, relating to the 2.550% Notes due 2026, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on October 13, 2021).
Form of 2.550% Notes due 2026 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on October 13, 2021).
Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 23, 2022).
10.28
First Amendment dated as of July 6, 2022 to Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on November 9, 2022).
Increasing Lender/Joinder Lender Agreement, dated as of December 14, 2022, between the Company, the Lenders and Issuing Banks from time to time party thereto and Sumitomo Mitsui Banking Corporation, as Administrative Agent (in such capacity, the “Administrative Agent”); and (b) the Notice of Commitment Increase Request, dated as of December 14, 2022, provided by the Company to the Administrative Agent (the “Notice”) (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 28, 2023).
10.30
Increasing Lender/Joinder Lender Agreement dated as of July 22, 2022, pursuant to Section 2.08(e) of the Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. (Incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10 Q (File No. 814 01175), filed on August 3, 2022).
10.31
Second Amendment dated as of August 24, 2022 to Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. (incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on November 9, 2022).
Third Amendment dated as of May 20, 2024 to Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. (incorporated by reference to Exhibit 10.32 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on August 6, 2024).
10.33
Amended and Restated Limited Liability Company Agreement, dated December 27, 2021, of Bain Capital Senior Loan Program, LLC. (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 23, 2022).
First Supplemental Indenture dated as of June 15, 2023 among BCC Middle Market CLO 2018-1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee. (incorporated by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on August 8, 2023).
Second Supplemental Indenture dated as of June 15, 2023 among BCC Middle Market CLO 2019-1, Ltd., as issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as co-issuer, and Wells Fargo Bank, National Association, as trustee. (incorporated by reference to Exhibit 10.34 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on August 8, 2023).
10.36
Amendment dated September 11, 2023 to the Amended and Restated Limited Liability Company Agreement, dated February 9, 2021, of International Senior Loan Program, LLC, by and among the Company, Pantheon Private Debt Program SCSp SICAV—RAIF—Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV—RAIF—Tubera Credit 2020, Solutio Premium Private Debt I SCSp and Solutio Premium Private Debt II Master SCSp. (incorporated by reference to Exhibit 10.35 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on November 6, 2023).
10.37
Second Amendment dated December 14, 2023 to the Amended and Restated Limited Liability Company Agreement, dated February 9, 2021, as amended on September 8, 2021 of International Senior Loan Program, LLC, by and among the Company, Pantheon Private Debt Program SCSp SICAV—RAIF—Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV—RAIF—Tubera Credit 2020, Solutio Premium Private Debt I SCSp, Solutio Premium Private Debt II Master SCSp, Pantheon Private Debt Program SICAV—RAIF—Pantheon Senior Debt Secondaries II (EUR) and Pantheon Private Debt Program SICAV—RAIF—Pantheon Senior Debt Secondaries II (GBP) (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 27, 2024).
International Senior Loan Program, LLC Consolidated Financial Statements for year ending December 31, 2024. (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 27, 2024).
10.39
Third Supplemental Indenture, dated as of February 6, 2025, relating to the 5.950% Notes due 2030, by and between theCompany and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to theCompany’s Current Report on Form 8-K (File No. 814-01175) filed on February 6, 2025).
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 SecuritiesCorp. and Santander US Capital Markets LLC, as the representative of the underwriters (incorporated by reference toExhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175) filed on February 3, 2025).
10.41
Form of Equity Distribution Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report onForm 8-K (File No. 814-01175), filed on March 4, 2025).
Consent of Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 23.1 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 27, 2025).
Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 27, 2025).
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a‑14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a‑14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32*
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
101.INS*
XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 5, 2025
By:
/s/ Michael A. Ewald
Name:
Michael A. Ewald
Title:
Chief Executive Officer
/s/ Amit Joshi
Amit Joshi
Chief Financial Officer