Item 1.01. Entry into a Material Definitive Agreement.

On March 10, 2021, Bain Capital Specialty Finance, Inc. (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 $300,000,000 aggregate principal amount of its 2.950% notes due 2026 (CUSIP 05684BAB3/ISIN US05684BAB36) (the "Notes").

The 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 Notes bear interest at a rate of 2.950% per year payable semi-annually on March 10th and September 10th of each year, commencing on September 10, 2021. The 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 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 Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, on the occurrence of a "change of control repurchase event," as defined in the Indenture, the Company will generally be required to make an offer to repurchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date.

The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form N-2 (File No. 333-250965) (the "Registration Statement"), the prospectus supplement dated March 4, 2021 and the pricing term sheet filed with the U.S. Securities and Exchange Commission on March 4, 2021. The transaction closed on March 10, 2021. The net proceeds to the Company were approximately $$294.5 million, after deducting the underwriting discounts and commissions of approximately $2.0 million payable by the Company and estimated offering expenses of approximately $1.1 million payable by the Company. The Company intends to use the net proceeds to repay outstanding indebtedness under its financing arrangements.

The foregoing descriptions of the First Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the First Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under


           an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



EXHIBIT
 NUMBER                                 DESCRIPTION

  99.1       Indenture, dated as of March 10, 2021, by and between the Company
           and U.S. Bank National Association, as trustee.

  99.2       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.

  99.3       Form of 2.950% Notes due 2026. (Incorporated by reference to Exhibit
           99.2 hereto.)

  99.4       Opinion of Dechert LLP.

  99.5       Consent of Dechert LLP (included in Exhibit 99.4).

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