Filed pursuant to Rule 497(a)
Registration No. 333-265951
Rule 482ad
Bain Capital Specialty Finance, Inc. Prices Public Offering of $350 Million 5.950% Senior Notes Due 2030
BOSTON – January 30, 2025 – Bain Capital Specialty Finance, Inc. (NYSE: BCSF or the “Company”) today announced
that it has priced an offering of $350 million aggregate principal amount of 5.950% senior notes due 2030 (the “Notes”). The Notes will mature on March 15, 2030 and may be redeemed in whole or in part at the Company’s option
at any time at par plus a “make-whole” premium, provided that the Notes may be redeemed at par one month prior to their maturity.
The offering
is expected to close on or about February 6, 2025, subject to satisfaction of customary closing conditions.
The Company intends to use the net
proceeds of this offering to repay outstanding secured indebtedness under its financing arrangements and for general corporate purposes.
SMBC Nikko
Securities America, Inc., Wells Fargo Securities, LLC, BNP Paribas Securities Corp., Santander US Capital Markets LLC, J.P. Morgan Securities LLC and MUFG Securities Americas Inc. are acting as joint book-running managers for this offering. BNY
Mellon Capital Markets, LLC, Deutsche Bank Securities Inc., Keefe, Bruyette & Woods, Inc., Natixis Securities Americas LLC and U.S. Bancorp Investments, Inc. are acting as co-managers for this
offering.
Investors are advised to carefully consider the investment objectives, risks and charges and expenses of BCSF before investing. The pricing
term sheet dated January 30, 2025, the preliminary prospectus supplement dated January 30, 2025, and the accompanying prospectus dated July 1, 2022, each of which has been filed with the U.S. Securities and Exchange Commission (the
“SEC”), contain this and other information about BCSF and should be read carefully before investing.
The information in the pricing term
sheet, the preliminary prospectus supplement, the accompanying prospectus and this press release is not complete and may be changed. The pricing term sheet, the preliminary prospectus supplement, the accompanying prospectus and this press release
are not offers to sell any securities of BCSF and are not soliciting an offer to buy such securities in any state or jurisdiction where such offer and sale is not permitted.
An effective shelf registration statement relating to the Notes is on file with the SEC and is effective. The offering may be made only by means of a
preliminary prospectus supplement and an accompanying prospectus, copies of which may be obtained from the website of the SEC at www.sec.gov or from SMBC Nikko Securities America, Inc., 277 Park
Avenue, 5th Floor, New York, New York 10172 or toll-free at 212-224-5135, Wells Fargo Securities, LLC, 608 2nd
Avenue South, Suite 1000, Minneapolis, MN 55402 Attn: WFS Customer Service or toll-free at 1-800-645-3751, BNP Paribas Securities
Corp., 787 Seventh Avenue, New York, New York 10019 or toll-free at 1-800-854-5674 or Santander US Capital Markets LLC, 437
Madison Avenue, New York, New York 10022 or toll-free at 1-855-403-3636.
About Bain Capital Specialty Finance, Inc.
Bain Capital
Specialty Finance, Inc. is an externally managed specialty finance company focused on lending to middle market companies. BCSF is managed by BCSF Advisors, LP, an SEC-registered investment adviser and a
subsidiary of Bain Capital Credit, LP. Since commencing investment operations on October 13, 2016, and through September 30, 2024, BCSF has invested approximately $8,132.9 million in aggregate principal amount of debt and equity
investments prior to any subsequent exits or repayments. BCSF’s investment objective is to generate current income
