Filing Details

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* BAIN CAPITAL SPECIALTY FINANCE, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) Ranesh Ramanathan 200 Clarendon Street Boston, Massachusetts 02116 (617) 516-2493 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 20, 2017 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ? Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1 NAME OF REPORTING PERSON Bain Capital Credit Member, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ? (b) ? 3 SEC USE ONLY 4 SOURCE OF FUNDS OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ? 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER None 8 SHARED VOTING POWER 9,917,406.91 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER 9,917,406.91 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,917,406.91 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ? 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.81% (1) 14 TYPE OF REPORTING PERSON IA, PN (1) Based on 10,921,257.24 shares of common stock, par value $0.001 ("Common Stock"), outstanding as of the date of filing. 1 NAME OF REPORTING PERSON BCSF Holdings, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ? (b) ? 3 SEC USE ONLY 4 SOURCE OF FUNDS OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ? 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER None 8 SHARED VOTING POWER 4,921,784.02 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER 4,921,784.02 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,921,784.02 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ? 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.07% (1) 14 TYPE OF REPORTING PERSON PN (1) Based on 10,921,257.24 shares of Common Stock outstanding as of the date of filing. 1 NAME OF REPORTING PERSON Bain Capital Distressed and Special Situations 2016 (F), L.P. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ? (b) ? 3 SEC USE ONLY 4 SOURCE OF FUNDS OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ? 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER None 8 SHARED VOTING POWER 4,189,552.24 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER 4,189,552.24 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,189,552.24 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ? 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.36% (1) 14 TYPE OF REPORTING PERSON PN (1) Based on 10,921,257.24 shares of Common Stock outstanding as of the date of filing.1 NAME OF REPORTING PERSON Bain Capital Credit Holdings (MRF), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ? (b) ? 3 SEC USE ONLY 4 SOURCE OF FUNDS OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ? 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER None 8 SHARED VOTING POWER 806,070.65 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER 806,070.65 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 806,070.65 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ? 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.38% (1) 14 TYPE OF REPORTING PERSON PN (1) Based on 10,921,257.24 shares of Common Stock outstanding as of the date of filing. EXPLANATORY NOTE This Amendment No. 1 amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission by the Reporting Person on October 6, 2016 (the "Statement") relating to the Common Stock, $0.01 par value, of Bain Capital Specialty Finance, Inc., a Delaware corporation (the "Issuer"). Unless otherwise indicated, all capitalized terms used herein shall have the meanings ascribed to them in the Statement, and unless amended or supplemented hereby, all information previously filed remains in effect. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby amended and restated in its entirety to read as follows: On October 6, 2016 the Reporting Persons purchased an aggregate of 4,971,069.30 shares of Common Stock (the "October Shares"). The October Shares were acquired by or on behalf of the Funds using investment capital. The aggregate consideration paid for the October Shares purchased by the Reporting Persons was approximately $99,421,386. On January 20, 2017, the Reporting Persons purchased an additional 4,946,337.61 shares of Common Stock (the "January Shares"). The January Shares were acquired by or on behalf of the Funds using investment capital. The aggregate consideration paid for the January Shares purchased by the Reporting Persons was approximately $99,421,386. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Statement is hereby amended and restated in its entirety to read as follows: (a) and (b) The information set forth in Rows 7 through 13 of the cover pages to this Schedule 13D/A is hereby incorporated herein by reference for each Reporting Person. (c) Schedule I hereto, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes all of the transactions in shares of Common Stock beneficially owned by the Reporting Persons acquired or sold during the past sixty (60) days. (d) Several underlying investors have the right to receive dividends from, or proceeds from the sale of, the shares of Common Stock that are held of record by the Funds. Specifically, Employees Retirement System of Texas, Commonfund MSB Master Fund, LLC, and DCM Investments, LP each have the right to receive dividends from, or proceeds from the sale of, the shares of Common Stock that are held of record by BCSF Holdings. The Northern Trust Company, in its capacity as custodian for Future Fund Board of Guardians acting in connection with the Future Fund, has the right to receive dividends from, or proceeds from the sale of, the shares of Common Stock that are held of record by F Holdings. The Northern Trust Company, in its capacity as custodian for Future Fund Board of Guardians acting in connection with the Medical Research Future Fund, has the right to receive dividends from, or proceeds from the sale of, the shares of Common Stock that are held of record by MRF Holdings. No other underlying investor of the Funds has a right to receive dividends from, or the proceeds from the sale of, more than five percent of the shares of Common Stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Each Fund has entered into a subscription agreement with the Issuer substantially in the form of Exhibit 99.2 (each, a "Subscription Agreement"), whereby each such Fund has committed to contribute capital to the Issuer in an amount up to the amount set forth in each such Fund's respective Subscription Agreement to acquire shares of Common Stock. BCSF Holdings has made a capital commitment of $246,702,890 to the Issuer; F Holdings has made a capital commitment of $210,000,000 to the Issuer; and MRF Holdings has made a capital commitment of $40,404,040 to the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 99.1: Joint Filing Agreement, dated January 24, 2017 Exhibit 99.2: Form of Subscription AgreementSIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: January 24, 2017 BAIN CAPITAL CREDIT MEMBER, LLC By: /s/ Ranesh Ramanathan Name: Ranesh Ramanathan Title: Managing Director and General Counsel BCSF HOLDINGS, LP By: BCSF Holdings Investors, L.P., its General Partner By: Bain Capital Credit Member, LLC, its General Partner By: /s/ Ranesh Ramanathan Name: Ranesh Ramanathan Title: Managing Director and General Counsel BAIN CAPITAL DISTRESSED AND SPECIAL SITUATIONS 2016 (F), L.P. By: Bain Capital Distressed and Special Situations 2016 Investors (F), L.P., its General Partner By: Bain Capital Credit Member, LLC, its General Partner By: /s/ Ranesh Ramanathan Name: Ranesh Ramanathan Title: Managing Director and General Counsel BAIN CAPITAL CREDIT HOLDINGS (MRF), L.P. By: Bain Capital Credit Holdings Investors (MRF), LP, its General Partner By: Bain Capital Credit Member, LLC, its General Partner By: /s/ Ranesh Ramanathan Name: Ranesh Ramanathan Title: Managing Director and General Counsel SCHEDULE I Shares of Common Stock beneficially owned by the Reporting Persons acquired or sold during the past sixty (60) days. The transactions described below were effected through direct subscriptions to the Issuer. As reflected in I tem 5, and by virtue of the relationships described therein, BCCM may be deemed to share beneficial ownership of the shares reflected in the transactions listed below. Purchaser Trade Date Shares Purchased/(Sold) Price Per Share (1) Total Price (1) BCSF Holdings, LP 1/20/2017 2,454,755.12 $20.10 $49,340,578 Bain Capital Distressed and Special Situations 2016 (F), L.P. 1/20/2017 2,089,552.24 $20.10 $42,000,000 Bain Capital Credit Holdings (MRF), L.P. 1/20/2017 402,030.25 $20.10 $8,080,808 (1) Not including any brokerage commissions or service charges. EXHIBIT 99.1 The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to such statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entity or person, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: January 24, 2017 BAIN CAPITAL CREDIT MEMBER, LLC By: /s/ Ranesh Ramanathan Name: Ranesh Ramanathan Title: Managing Director and General Counsel BCSF HOLDINGS, LP By: BCSF Holdings Investors, L.P., its General Partner By: Bain Capital Credit Member, LLC, its General Partner By: /s/ Ranesh Ramanathan Name: Ranesh Ramanathan Title: Managing Director and General Counsel BAIN CAPITAL DISTRESSED AND SPECIAL SITUATIONS 2016 (F), L.P. By: Bain Capital Distressed and Special Situations 2016 Investors (F), L.P., its General Partner By: Bain Capital Credit Member, LLC, its General Partner By: /s/ Ranesh Ramanathan Name: Ranesh Ramanathan Title: Managing Director and General Counsel BAIN CAPITAL CREDIT HOLDINGS (MRF), L.P. By: Bain Capital Credit Holdings Investors (MRF), LP, its General Partner By: Bain Capital Credit Member, LLC, its General Partner By: /s/ Ranesh Ramanathan Name: Ranesh Ramanathan Title: Managing Director and General CounselPage 5Page 2