Good day, and welcome to the Bain Capital Specialty Finance Third Quarter Ended September 30, 2021 Earnings Conference Call. Today’s conference is being recorded. And at this time, I would like to turn the conference over to Katherine Schneider, Investor Relations. Please go ahead, ma’am..

Thanks, Emma. Good morning, and welcome everyone. Yesterday after market closed, we issued our earnings press release and investor presentation of our quarterly results, a copy of which is available on Bain Capital Specialty Finance’s Investor Relations website.

Following our remarks today, we will hold a question-and-answer session for analysts and investors. This call is being webcast, and a replay will be available on our website. This call and the webcast are property of Bain Capital Specialty Finance and any unauthorized broadcast in any form is strictly prohibited.

Any forward-looking statements made today do not guarantee future performance, and actual results may differ materially.

These statements are based on current management expectations, which include risks and uncertainties, which are identified in the Risk Factors section of our Form 10-Q that could cause actual results to differ materially from those indicated.

Bain Capital Specialty Finance assumes no obligation to update any forward-looking statements at this time unless required to do so by law. Lastly, past performance does not guarantee future results. With that, I’d like to turn over the call to our Chief Executive Officer, Michael Ewald..

Thanks, Katherine, and good morning to all of you. Thanks for joining us on our earnings call here today. I’m also joined by Mike Boyle, our President; and our Chief Financial Officer, Sally Dornaus.

I'll start with an overview of the results of our third quarter ended September 30, 2021, and then provide some thoughts on the overall market environment and our relative positioning. Thereafter, Mike and Sally will discuss our investment portfolio and financial results in greater detail. So beginning with our third quarter results.

Q3 net investment income per share was $0.34. Our net investment income covered our dividend bubble by 100% for another consecutive quarter. And we are pleased that our NII dividend coverage was not reliant on fee waivers by the advisor this quarter as a result of the progress that we've made over the past year in growing our NII earnings power.

Net asset value per share was $17.03 as of September 30, a modest increase of approximately 10 basis points from our NAV as of June 30. Subsequent to quarter end, our Board declared a fourth quarter dividend equal to $0.34 per share and payable to record date holders as of December 31, 2021.

This represents an 8% annualized yield on ending book value as of September 30. So during the quarter, we continue to see high volumes of new loan origination in the middle market, driven by favorable macro environment backdrop and elevated sponsored M&A activity.

Q3 gross originations were $286 million, approximately 35% higher than Q2 gross origination volumes. Our portfolio also continued to exhibit a healthy amount of sales and repayment activity totaling $255 million and in line with the prior quarter. As a result of this activity, our net investment activity totaled $31 million.

While the current market environment remains competitive, BCSF benefits from Bain Capital Credit’s Private Credit Group platform, which has a track record of investing in the middle market for over 20 years and has developed longstanding relationships with our global sourcing partners over this time.

Our team is further augmented with the greater resources of the broader Bain Capital platform as we utilize the deep industry expertise within Bain Capital Credit’s industry research team to uncover companies in niche industries and can leverage insights and relationships across the firm, providing us with a competitive edge when performing diligence.

Bain Capital’s global platform has allowed BCSF to maintain its selectivity and discipline when choosing which new investment opportunities to underwrite. Recently, we have viewed the relative value as being more attractive in Europe, given the frothiness of the U.S. market leading to higher levels of investing activity out of our European offices.

These trends have persisted throughout the year and continued here into the third quarter with approximately two-thirds of our new originations being comprised of companies domiciled outside of North America.

Having a local team there and a longstanding presence across two offices in Europe, has allowed us to uncover leading players in their niche markets, where we are finding more attractive relative risk return tradeoffs. Importantly, our underwriting standards have not diminished despite the increase in competition in the space.

100% of our new originations to new companies during the quarter benefited from financial covenants, which is consistent with our overall portfolio, where about 95% of our debt investments also have covenants. Similarly, our credit quality trends remain stable.

The company performance with the vast majority of our portfolio has been better than expected in 2021 and we have not witnessed a second wave of defaults or amendments as demonstrated by there, again, being no investment on non-accrual status as of quarter end. Turning now to our liabilities.

We've remained hard at work on improving our liabilities structure. During the quarter, we repurchased 25% of our 150 million 8.5% notes as we were able to take advantage of an opportunity to reduce a portion of this relatively expensive debt at a discounted price to our make-whole premium prior to maturity.

This allowed us to reduce the weighted average interest rate on debt outstanding to 3.0%, an improvement of approximately 20 basis points quarter-over-quarter.

It is also worth mentioning that the remaining $112.5 million of this debt matures in 2023 and our non-call period expires in June 2022, representing an opportunity to further reduce our aggregate weighted average cost of debt.

Subsequent to quarter-end, we continue to enhance the right side of our balance sheet as we took advantage of low treasury rates and strong investor demand levels in the institutional unsecured debt markets. In October, the company issued $300 million of investment grade 2.55% unsecured notes maturing in October 2026.

These notes are 40 basis points tighter than the 2.95% March 2026 notes that we issued earlier this year. Pro forma for this issuance unsecured debt represents approximately 53% of the company's debt outstanding as of September 30, a significant improvement from 30% as of September 30 and one which enhances the company's balance sheet flexibility.

We continue to look for ways to further optimize our financing flexibility and cost in order to drive earnings accretion for our shareholders. I'll now turn the call over to Mike Boyle, our President to walk through our investment portfolio in greater detail..

Thanks, Mike. Good morning, everyone. I'll start with our investment activity for the third quarter and then provide an update on our portfolio. Q3 new fundings were $286 million across 39 portfolio companies, including $229 million in 10 new companies, $46 million in 28 existing companies and $11 million in the ISLP.

Sales and repayment activity totaled $255 million. As Mike highlighted earlier during the call, our new investment activity this quarter benefited from Bain Capital Credit’s global source and capabilities as approximately 65% of our new origination were sourced from our offices in Europe.

Our largest new investment commitment during the quarter was an investment source from our London office. The company is an Israel-based global provider of an on-the-move broadcasting technology for news and sports reporters.

Our ability to win this investment was driven by the early insights and knowledge however able to obtain through leveraging Bain Capital Credit’s industry research team in the broadcasting sector.

These early insights were very valuable in our diligence at the outset of our investment in the company and our ongoing relationship with the management team enables us to successfully retain our financing incumbency as the company was recently sold to another private equity buyer during the quarter.

Given the higher levels of investing activity from our European offices, we increased the size of our investment for the International Senior Loan Program, or ISLP during the quarter. As of quarter end, ISLP represents the company's largest investment at 6.1% of the total portfolio at fair value, an increase from the prior quarter end at 5.7%.

The company earned approximately 10% annualized return on this investment during the third quarter. While this is in line, but on the lower end of our double-digit return objective, we estimate this to improve in the coming quarters based on the continued ramp of the portfolio.

The company's total equity commitment to the ISLP also allows for this investment to grow over time with the potential to drive greater net investment income to BCSF. Turning to the investment portfolio.

At the end of the third quarter, the size of our investment portfolio at fair value was $2.4 billion across a highly diversified set of 105 companies operating across 29 different industries. Our investments largely comprised of first lien loans to sponsor-backed middle market businesses.

As of September 30, 80% of the investment portfolio at fair value was invested in first lien debt, 5% in second lien debt, 1% in subordinated debt, 8% in equity interest and 6% in the International Senior Loan Program. Portfolio yields were relatively stable quarter-over-quarter.

As of September 30, 2021, the weighted average yields of the investment portfolio at amortized cost and fair value were 7.5% and 7.6% respectively as compared to 7.5% and 7.7% respectively as of June 30, 2021. We remain focused on improving the yields of our total portfolio to an 8% yield target, while maintaining our focus on senior secured loans.

Moving on to portfolio credit quality trends. Credit metrics at our borrowers were stable quarter-over-quarter. The median leverage through our investment was 5.1x, an improvement from 5.3x as of June 30. The portfolio median EBITDA was $45 million highlighting our focus on the core middle market.

This is a market segment that we continue to favor in which it can win deals based on sponsor relationships and diligence capabilities rather than solely competing on pricing and terms. Within our internal risk rating scale, credit quality trends were stable.

90% of our portfolio at fair value was comprised of risk rating 1 and 2 investments with the risk rating 1 being the highest risk rating in terms of positive credit performance. The percentage of that portfolio was modestly up from 89% as of prior quarter end.

Risk rating 3 investments comprised 10% of our portfolio at fair value, down from 11% as of prior quarter end driven by a reduction in the number of companies due to positive underlying credit performance. There continues to be no investments classified as a risk rating 4, our lowest risk rating in terms of credit quality.

Our risk rating 1 and 2 investments have a weighted average fair value mark of approximately $0.99 from a dollar, reflecting a continued gradual improvement of approximately 40 basis points quarter-over-quarter.

Our risk rating 3 investments have a weighted average fair value mark of approximately $0.84 of par, and this was relatively flat to prior quarter end valuations at 84.5% of par.

While a handful of these companies have had to amend forecast again, due to the impacts of the Delta variant, we continue to see strong sponsor support for these COVID rebound names and importantly, liquidity has not been an issue. Many of these companies are starting to see demand return and adjust to more normalized levels.

We continue to believe these investments have the potential to contribute to NAV appreciation as we expect our original investment thesis to remain intact. Non-accrual trends within our portfolio were favorable as this metric was stable quarter-over-quarter. As of September 30, we had no investments on non-accrual status.

Sally will now provide a more detailed financial review..

Thank you, Mike, and good morning, everyone. I'll start the review of our third quarter 2021 results with our income statement. Total investment income was $49.5 million for the three months ended September 30, 2021, as compared to $46.5 million for the three months ended June 30.

The increase in investment income was primarily due to an increase in prepayment-related income and other income. Total net expenses for the third quarter were $27.8 million as compared to $24.6 million in the second quarter.

The increase was driven by an increase in investment advisory fees as a result of no fee waivers by the advisor during the quarter. As we have discussed with our shareholders in previous quarters, we have been focused on driving higher net investment income without the need for fee waivers to cover our regular dividend.

This quarter, we are very pleased with our ability to achieve this for our shareholders given our continued focus. The net investment income for the quarter was $21.8 million or $0.34 per share as compared to $21.9 million or $0.34 per share for the prior quarter.

During the three months ended September 30, 2021, the company had net realized and unrealized gains of $1.6 million, including $4.1 million of net gains across investments and $2.5 million realized loss from the partial extinguishment of our 8.5% 2023 notes. This one-time impact is offset by the improvement to our financing costs in future quarters.

GAAP income per share for the three months ended September 30, 2021 was $0.36 per share. Moving over to our balance sheet. As of September 30, our investment portfolio at fair value totaled $2.4 billion and total assets of $2.5 billion. Total net assets were $1.1 billion as of September 30.

NAV per share was $17.03 as compared to $17.01 at the end of the second quarter, representing a 0.1% increase quarter-over-quarter. Our gains were attributed to broad based net gains across the portfolio and partially offset by the realized loss from the extinguishment on our debt as mentioned earlier.

At the end of Q3, our debt-to-equity ratio was 1.23x compared to 1.20x at the end of Q2. Our net leverage ratio, which represents principle debt outstanding less cash was 1.15x at the end of Q3, as compared to 1.12x at the end of Q2. Our net leverage ratio continues to be in line with our stated target range of between 1x and 1.25x.

Turning to our capitalization and liquidity. Available liquidity consisting of cash and undrawn capacity on our credit facilities was $355 million against our $225 million of undrawn investment commitments. This represents coverage of 1.6x as of September 30, as compared to 2x as of June 30.

Pro forma as of September 30 for our October 2026 notes offering, our coverage is back to over 2x. For the three months ended September 30, 2021, the weighted average interest rate on our debt outstanding was 3%, an improvement from 3.2% at the prior quarter end driven by our notes repurchased.

As Mike mentioned earlier, our team remains focused on ways to further improve the cost of our liability structure in order to drive value for our shareholders. As of September 30, 2021, the company was in compliance with all terms under its secured credit facilities. With that, I will turn the call back over to Mike for closing remarks..

Thanks, Sally. We are very pleased to have demonstrated some progress for shareholders this quarter through higher interest income and then improving our liability structure in order to drive higher earnings.

We believe the company remains well positioned to source new middle market lending opportunities given our global footprint and deep industry expertise, while remaining disciplined in our credit selection. As always, we thank you for the privilege of managing our shareholders capital. Emma, please open the line for questions. Thanks..

We will now take our first question from Paul Johnson from Keefe, Bruyette, & Woods. Please go ahead. Your line is open..

Yes. Good morning, guys. Thanks for taking my questions. Just a couple, but I was curious on the repurchase of the 8.5% bonds during the quarter, it was a good opportunity to be able to buy those back at a discount, as you said.

Is that more of a one-off opportunity type of thing that you took advantage of? Or is that something you think you would like to look at potentially doing again in future quarters prior to that non-call period?.

Yes. Thanks for the question. So we are always looking to opportunistically buyback that more expensive debt in our capital structure. So we will try to be opportunistic going forward. But it's hard to say exactly what we'll be able to do between now and when the non-call is up in the summer of 2022..

Okay. And then just on the – kind of a broad question. But on the sponsor activity, obviously across the space, we're seeing heightened prepayments and just a very robust activity.

Have you seen that carryover into the fourth quarter as well? And do you think that's something you would expect to just continue to play out as it is right now over the next couple of quarters?.

Yes. Look, I certainly think that the fourth quarter is shaping up to be a fairly busy here as well not just because of the economic recovery, but also concerns around whether taxes are increasing and some sellers trying to potentially get ahead of that by year end. So I think the fourth quarter will be fairly busy as well..

Got it. And obviously the international deal sourcing that you have has obviously helped quite a bit and be able to produce a lot of opportunities for you at a time when competition is at its highest here in the U.S.

But I'm curious, as time goes on and that remains an attractive place for you to invest there? Or do you expect to see or maybe are you possibly already seeing competition pick up in those markets as well and potentially make it harder to find opportunities in Europe or do you still see that as maybe a less traveled space versus its U.S.

counterparts?.

Yes. Look, it's a good question. I think what I’d point you to is Europe certainly isn't just one monolithic market, obviously, right. So I would say there is different pockets where the competitions picked up. We've had an office open there, focused on middle market direct lending since 2007. And so we've had a longstanding presence there.

I'd tell you the UK market, for example, is probably the easiest in which to compete especially for, let's say, American players looking to move over there and same language, and legal origin is fairly easy to understand, it's an easy trip, et cetera.

So I'd say that market, sure, I think we're definitely seeing some more signs of increased competition there. But there's a whole lot of other regions Benelux, Nordics, et cetera that are certainly less travel today. And we think it's going to be a little harder to potentially break into those markets also just because they're smaller.

So I think it really depends on which particular country or region you're looking at within Europe..

Got it. Appreciate it. Thank you for taking my questions. That's all for me today..

Great. Thanks..

We will now take our next question from Finian O'Shea from Wells Fargo Securities. Please go ahead. Your line is open..

Hi guys. Good morning. Can you go over again the international versus U.S.

breakdown this quarter and how much you dropped into the ISLP?.

Sure. So we highlighted about 65% of our net new – our new originations were out of Europe and so we ended up dropping some assets down into the ISLP, so the ISLP position size went from 5.7% up to 6.1%.

But the overall European exposure is sitting at about 19% of the portfolio between the combination of loans sitting in the ISLP as well as loans sitting directly on our balance sheet made outside of the U.S.

So we are in a position where we have ample room to grow both within the ISLP as well as on our balance sheet relative to the 30% basket that can constrain assets outside of the U.S?.

That was for you to decide – did you make some decisions to not fully grow the ISLP with all of that non-U.S. origination, keep some of it on the core balance sheet more than normal it seems or is….

Sure. So every quarter we go through and look at loans sitting on the balance sheet versus the ISLP vis-à-vis that 30% basket and yield optimization in the portfolio. And so we have chosen to stay at that 19% level between the ISLP and on balance sheet loans.

But I would anticipate that we would continue to move loans into that ISLP program as we seek to manage the 30% test and the opportunities that we see across Europe..

Okay. And then it looks like the ISLP return went up from what – correct me if I'm wrong, looks like a pretty similar portfolio size.

Did the earnings go up in some way for the ISLP or were you just retaining earnings earlier?.

Sure. So the earnings have gone up because leverage there is targeted to run between 1 and 1.25 similar to the leverage level at BCSF overall. And when we originally structured the ISLP, we’re at the lower end of that leverage range. And as we drop some assets in, we actually increased the leverage, which drove the yields up across the ISLP complex..

Okay. That's all for me. Thanks so much..

Great. Thank you, Fin..

Thank you. There are currently no questions in the queue. I will turn the call back to your host..

Great. Well again, thanks everyone for joining us today. As I said, we're very pleased with the performance this past quarter, and we'll look forward to bringing you more news next quarter. Thanks very much. Have a good day..

Ladies and gentlemen, that will conclude today's conference. You may now all disconnect..