MP Materials Announces Pricing of Upsized $650 Million Public Offering
The Company currently intends to use the net proceeds from the Offering to fund the acceleration and expansion of our operations, including the 10X Facility, for strategic growth opportunities and for general corporate purposes. The offering is expected to close on July 18, 2025, subject to the satisfaction of customary closing conditions.
J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as lead joint book-running managers of the Offering. Morgan Stanley & Co. LLC is also acting as a book-running manager.
A shelf registration statement relating to the offered securities was filed with the Securities and Exchange Commission (the 'SEC') and was automatically effective upon filing on February 28, 2025. A preliminary prospectus supplement and accompanying prospectus relating to the offering has been filed, and a final prospectus supplement and accompanying prospectus relating to the offering will be filed, with the SEC and will be available on the SEC's website, located at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, from the offices of J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; or the offices of Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Prospectus Department, by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About MP Materials
MP Materials (NYSE: MP) is America's only fully integrated rare earth producer with capabilities spanning the entire supply chain—from mining and processing to advanced metallization and magnet manufacturing. We extract and refine materials from one of the world's richest rare earth deposits in California and manufacture the world's strongest and most efficient permanent magnets. Our products enable innovation across critical sectors of the modern economy, including transportation, energy, robotics, defense, and aerospace.
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of the words such as 'estimate,' 'plan,' 'shall,' 'may,' 'project,' 'forecast,' 'intend,' 'expect,' 'anticipate,' 'believe,' 'seek,' 'target,' or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, expectations regarding the proposed offering of our common stock and the use of proceeds therefrom, and the closing of the public offering. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of our management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of MP Materials. These forward-looking statements are subject to a number of risks and uncertainties, including, without limitation, those discussed in MP Materials' Form 10-K filed with the SEC on February 28, 2024, Form 10-Q filed with the SEC on May 9, 2025 and Current Reports on Form 8-K filed with the SEC, in each case under the heading 'Risk Factors,' and other documents filed by MP Materials with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that MP Materials does not presently know or that MP Materials currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect MP Materials' expectations, plans or forecasts of future events and views as of the date of this press release. MP Materials anticipates that subsequent events and developments will cause MP Materials' assessments to change. However, while MP Materials may elect to update these forward-looking statements at some point in the future, MP Materials specifically disclaims any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing MP Materials' assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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Bain Capital Specialty Finance, Inc. Announces June 30, 2025 Financial Results and Declares Third Quarter 2025 Dividend of $0.42 per Share
BOSTON--(BUSINESS WIRE)--Bain Capital Specialty Finance, Inc. (NYSE: BCSF, the 'Company', 'our' or 'we') today announced financial results for the second quarter ended June 30, 2025, and that its Board of Directors (the 'Board') has declared a dividend of $0.42 per share for the third quarter of 2025 and an additional dividend of $0.03 per share that was previously announced. 'BCSF reported solid second quarter results driven by high net investment income that covered our regular dividend by 112%. Our diversified investment portfolio remains healthy with low non-accruals,' said Michael Ewald, Chief Executive Officer of BCSF. 'We also had a strong quarter of new origination activity reflecting our longstanding presence in the core middle market. We believe the Company remains well positioned within this market segment to continue generating attractive risk-adjusted returns for our shareholders.' QUARTERLY HIGHLIGHTS Net investment income (NII) per share was $0.47, equating to an annualized NII yield on book value of 10.7% (1); Net income per share was $0.37, equating to an annualized return on book value of 8.3% (1); Net asset value per share as of June 30, 2025 was $17.56, as compared to $17.64 as of March 31, 2025; Gross and net investment fundings were $529.6 million and $27.3 million, respectively; ending net debt-to-equity was 1.20x, as compared to 1.17x as of March 31, 2025 (2); Investments on non-accrual represented 1.7% and 0.6% of the total investment portfolio at amortized cost and fair value, respectively, as of June 30, 2025; and Subsequent to quarter-end, the Company's Board of Directors declared a dividend of $0.42 per share for the third quarter of 2025 payable to stockholders of record as of September 16, 2025. The Board of Directors previously announced an additional dividend of $0.03 per share payable to stockholders of record as of September 16, 2025 (3). SELECTED FINANCIAL HIGHLIGHTS ($ in millions, unless otherwise noted) Q2 2025 Q1 2025 Net investment income per share $ 0.47 $ 0.50 Net investment income $ 30.6 $ 32.1 Earnings per share $ 0.37 $ 0.44 Dividends per share declared and payable $ 0.45 $ 0.45 Expand ($ in millions, unless otherwise noted) As of June 30, 2025 As of March 31, 2025 Total fair value of investments $ 2,501.8 $ 2,464.9 Total assets $ 2,774.3 $ 2,642.3 Total net assets $ 1,139.0 $ 1,144.5 Net asset value per share $ 17.56 $ 17.64 Expand PORTFOLIO AND INVESTMENT ACTIVITY For the three months ended June 30, 2025, the Company invested $529.6 million in 94 portfolio companies, including $241.8 million in 12 new companies, $272.8 million in 81 existing companies and $15.0 million in SLP. The Company had $502.3 million of principal repayments and sales in the quarter, resulting in net investment fundings of $27.3 million. Investment Activity for the Quarter Ended June 30, 2025: ($ in millions) Q2 2025 Q1 2025 Investment Fundings $ 529.6 $ 277.2 Sales and Repayments $ 502.3 $ 246.4 Net Investment Activity $ 27.3 $ 30.8 Expand As of June 30, 2025, the Company's investment portfolio had a fair value of $2,501.8 million, comprised of investments in 185 portfolio companies operating across 29 different industries. Investment Portfolio at Fair Value as of June 30, 2025: As of June 30, 2025, the weighted average yield on the investment portfolio at amortized cost and fair value were 11.4% and 11.4%, respectively, as compared to 11.5% and 11.5%, respectively, as of March 31, 2025 (4)(5). 92.6% of the Company's debt investments at fair value were in floating rate securities. As of June 30, 2025, five portfolio companies were on non-accrual status, representing 1.7% and 0.6% of the total investment portfolio at amortized cost and fair value, respectively. As of June 30, 2025, ISLP's investment portfolio had an aggregate fair value of $717.7 million, comprised of investments in 39 portfolio companies operating across 17 different industries. The investment portfolio on a fair value basis was comprised of 96.5% first lien senior secured loans, 0.7% second lien senior secured loans and 2.8% equity interests. 100% of ISLP's debt investments at fair value were in floating rate securities. As of June 30, 2025, SLP's investment portfolio had an aggregate fair value of $1,518.7 million, comprised of investments in 87 portfolio companies operating across 24 different industries. The investment portfolio on a fair value basis was comprised of 99.7% first lien senior secured loans and 0.3% second lien senior secured loans. 100.0% of SLP's debt investments at fair value were in floating rate securities. RESULTS OF OPERATIONS For the three months ended June 30, 2025 and March 31, 2025, total investment income was $71.0 million and $66.8 million, respectively. Total expenses (before taxes) for the three months ended June 30, 2025 and March 31, 2025 were $39.3 million and $33.7 million, respectively. Net investment income for the three months ended June 30, 2025 and March 31, 2025 was $30.6 million or $0.47 per share and $32.1 million or $0.50 per share, respectively. During the three months ended June 30, 2025, the Company had net realized and unrealized losses of $6.9 million. Net increase in net assets resulting from operations for the three months ended June 30, 2025 was $23.7 million, or $0.37 per share. CAPITAL AND LIQUIDITY As of June 30, 2025, the Company had total principal debt outstanding of $1,565.5 million, including $263.0 million outstanding in the Company's Sumitomo Credit Facility, $352.5 million outstanding of the debt issued through BCC Middle Market CLO 2019-1 LLC, $300.0 million outstanding in the Company's senior unsecured notes due March 2026, $300.0 million outstanding in the Company's senior unsecured notes due October 2026, and $350.0 million outstanding in the Company's senior unsecured notes due March 2030. For the three months ended June 30, 2025, the weighted average interest rate on debt outstanding was 4.9%, as compared to 4.8% for the three months ended March 31, 2025. As of June 30, 2025, the Company had cash and cash equivalents (including foreign cash) of $37.6 million, restricted cash and cash equivalents of $136.9 million, $29.5 million of unsettled trades, net of receivables and payables of investments, and $592.0 million of capacity under its Sumitomo Credit Facility. As of June 30, 2025, the Company had $512.7 million of undrawn investment commitments. As of June 30, 2025, the Company's debt-to-equity and net debt-to-equity ratios were 1.37x and 1.20x, respectively, as compared to 1.27x and 1.17x, respectively, as of March 31, 2025 (2). Endnotes (1) Net investment income yields and net income returns are calculated on average net assets, or book value, for the respective periods shown. (2) Net debt-to-equity represents principal debt outstanding less cash and cash equivalents and unsettled trades, net of receivables and payables of investments. (3) The third quarter dividend is payable on September 30, 2025 to stockholders of record as of September 16, 2025. (4) The weighted average yield is computed as (a) the annual stated interest rate or yield earned on the relevant accruing debt and other income producing securities plus amortization of fees and discounts on the performing debt and other income producing investments, divided by (b) the total relevant investments at amortized cost or fair value. The weighted average yield does not represent the total return to our stockholders. (5) For non-stated rate income producing investments, computed based on (a) the dividend or interest income earned for the respective trailing twelve months ended on the measurement date, divided by (b) the ending amortized cost or fair value, as applicable. In instances where historical dividend or interest income data is not available or not representative for the trailing twelve months ended, the dividend or interest income is annualized. Expand CONFERENCE CALL INFORMATION A conference call to discuss the Company's financial results will be held live at 8:30 a.m. Eastern Time on August 6, 2025. Please visit BCSF's webcast link located on the Events & Presentations page of the Investor Resources section of BCSF's website at for a slide presentation that complements the Earnings Conference Call. Participants are also invited to access the conference call by dialing one of the following numbers: Domestic: 1-833-316-2483 International: 1-785-838-9284 Conference ID: BAIN All participants will need to reference 'Bain Capital Specialty Finance - Second Quarter Ended June 30, 2025 Earnings Conference Call' once connected with the operator. All participants are asked to dial in 10-15 minutes prior to the call. Replay Information: An archived replay will be available approximately three hours after the conference call concludes through August 13, 2025 via a webcast link located on the Investor Resources section of BCSF's website, and via the dial-in numbers listed below: Domestic: 1-844-512-2921 International: 1-412-317-6671 Conference ID: 11159706 Bain Capital Specialty Finance, Inc. Consolidated Statements of Assets and Liabilities (in thousands, except share and per share data) As of As of December 31, 2024 (Unaudited) Assets Investments at fair value: Non-controlled/non-affiliate investments (amortized cost of $1,826,043 and $1,784,019, respectively) $ 1,847,266 $ 1,773,742 Non-controlled/affiliate investments (amortized cost of $68,516 and $77,269, respectively) 63,735 75,733 Controlled affiliate investments (amortized cost of $594,957 and $585,702, respectively) 590,796 581,714 Cash and cash equivalents 27,843 51,562 Foreign cash (cost of $8,618 and $2,640, respectively) 9,734 1,963 Restricted cash and cash equivalents 136,908 45,541 Collateral on derivatives 9,208 9,755 Deferred financing costs 4,071 4,591 Interest receivable on investments 37,513 39,164 Interest rate swap 8,704 — Receivable for sales and paydowns of investments 34,019 37,760 Prepaid insurance 856 197 Unrealized appreciation on forward currency exchange contracts — 4,690 Dividend receivable 3,653 5,745 Total Assets $ 2,774,306 $ 2,632,157 Liabilities Debt (net of unamortized debt issuance costs of $11,515 and $4,929, respectively) $ 1,562,578 $ 1,390,270 Interest payable 13,645 13,860 Payable for investments purchased 4,482 29,490 Collateral payable on derivatives 12,490 — Unrealized depreciation on forward currency exchange contracts 13,642 1,185 Base management fee payable 9,257 9,160 Incentive fee payable 5,446 4,696 Accounts payable and accrued expenses 13,731 14,771 Distributions payable — 29,053 Total Liabilities 1,635,271 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 June 30, 2025 and December 31, 2024, respectively 65 65 Paid in capital in excess of par value 1,164,045 1,159,493 Total distributable loss (25,075 ) (19,886 ) Total Net Assets 1,139,035 1,139,672 Total Liabilities and Total Net Assets $ 2,774,306 $ 2,632,157 Net asset value per share $ 17.56 $ 17.65 Expand See Notes to Consolidated Financial Statements Bain Capital Specialty Finance, Inc. Consolidated Statements of Operations (in thousands, except share and per share data) (Unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, 2025 2024 2025 2024 Income Investment income from non-controlled/non-affiliate investments: Interest from investments $ 44,292 $ 45,209 $ 85,964 $ 89,058 Dividend income 2,940 435 4,665 435 PIK income 7,501 5,643 14,107 10,710 Other income 4,158 3,141 6,991 8,396 Total investment income from non-controlled/non-affiliate investments 58,891 54,428 111,727 108,599 Investment income from non-controlled/affiliate investments: Interest from investments 127 279 135 2,860 Dividend income — — — 821 PIK income 13 143 30 458 Other income — — 42 — Total investment income from non-controlled/affiliate investments 140 422 207 4,139 Investment income from controlled affiliate investments: Interest from investments 9,807 9,618 18,955 18,783 Dividend income 2,123 7,803 6,909 15,249 PIK income 4 — 6 — Total investment income from controlled affiliate investments 11,934 17,421 25,870 34,032 Total investment income 70,965 72,271 137,804 146,770 Expenses Interest and debt financing expenses 21,772 17,631 40,676 35,687 Base management fee 9,257 8,769 18,325 17,587 Incentive fee 5,446 7,924 7,668 17,156 Professional fees 714 1,029 1,428 1,830 Directors fees 182 174 356 348 Other general and administrative expenses 1,928 2,477 4,499 4,920 Total expenses, net of fee waivers 39,299 38,004 72,952 77,528 Net investment income before taxes 31,666 34,267 64,852 69,242 Income tax expense, including excise tax 1,076 1,150 2,152 2,175 Net investment income 30,590 33,117 62,700 67,067 Net realized and unrealized gains (losses) Net realized gain (loss) on non-controlled/non-affiliate investments 4,861 (5,340 ) (16,125 ) (7,876 ) Net realized gain (loss) on non-controlled/affiliate investments (711 ) — (3,678 ) 4,719 Net realized gain (loss) on foreign currency transactions 581 (446 ) 332 (423 ) Net realized gain (loss) on forward currency exchange contracts (1,409 ) 169 (3,814 ) 1,896 Net change in unrealized appreciation on foreign currency translation 1,484 177 1,919 (31 ) Net change in unrealized appreciation on forward currency exchange contracts (15,074 ) 163 (17,147 ) 1,404 Net change in unrealized appreciation on non-controlled/non-affiliate investments 7,507 8,502 31,500 19,060 Net change in unrealized appreciation on non-controlled/affiliate investments (1,379 ) 21 (3,245 ) (13,337 ) Net change in unrealized appreciation on controlled affiliate investments (2,728 ) (7,273 ) (173 ) (8,294 ) Total net loss (6,868 ) (4,027 ) (10,431 ) (2,882 ) Net increase in net assets resulting from operations $ 23,722 $ 29,090 $ 52,269 $ 64,185 Basic and diluted net investment income per share of common stock $ 0.47 $ 0.51 $ 0.97 $ 1.04 Basic and diluted increase in net assets resulting from operations per share of common stock $ 0.37 $ 0.45 $ 0.81 $ 1.00 Basic and diluted weighted average common stock outstanding 64,868,507 64,562,265 64,772,881 64,562,265 Expand See Notes to Consolidated Financial Statements 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 June 30, 2025, BCSF has invested approximately $9,497.4 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 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. BCSF has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Forward-Looking Statements This letter may contain 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this letter may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the U.S. Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this letter.
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Travel + Leisure Co. Announces Pricing of $500 Million of Senior Secured Notes Due 2033 With Optional Redemption
ORLANDO, Fla.--(BUSINESS WIRE)-- Travel + Leisure Co. (NYSE:TNL) (the 'Company') announced today the pricing of its private offering (the "Offering") of $500 million aggregate principal amount of its senior secured notes due 2033 (the "Notes"). The Offering is expected to close on August 19, 2025. The closing of the Offering is subject to the satisfaction of customary and market conditions. The Company intends to use the net proceeds of this Offering to redeem all of the Company's outstanding 6.60% secured notes due October 2025, towards repayment of outstanding borrowings under our revolving credit facility, to pay the fees and expenses incurred in connection with the Offering and, to the extent there are any remaining proceeds, for general corporate purposes which may include future debt paydowns. The Notes will bear interest at the rate of 6.125% per year. Interest on the Notes will be payable semi-annually on March 1 and September 1 of each year, commencing March 1, 2026. The Notes will mature on September 1, 2033, unless earlier redeemed in accordance with their terms. Prior to August 15, 2028, we will be entitled at our option to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus a 'make-whole premium' plus any accrued and unpaid interest. At any time on or after August 15, 2028, we may redeem all or a portion of the Notes at certain redemption prices above their face amount plus any accrued and unpaid interest. On or after August 15, 2030 we will be able to redeem the Notes at par plus any accrued and unpaid interest. The Notes were offered at a price of 100% of their principal amount. The Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States, or for the benefit of U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities or blue sky laws. Accordingly, the Notes were offered only to persons reasonably believed to be "qualified institutional buyers," as that term is defined under Rule 144A of the Securities Act, or to non-"U.S. persons" in offshore transactions in accordance with Regulation S under the Securities Act. A confidential offering memorandum for the Offering of the Notes has been made available to such eligible persons. The Offering is being conducted in accordance with the terms and subject to the conditions set forth in such confidential offering memorandum. This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, or solicitation to buy, if at all, will be made only by means of a confidential offering memorandum. This press release does not constitute a notice of redemption of its 6.60% secured notes due October 2025. About Travel + Leisure Co. Travel + Leisure Co. is a leading leisure travel company, providing more than six million vacations to travelers around the world every year. The company operates a portfolio of vacation ownership, travel club, and lifestyle travel brands designed to meet the needs of the modern leisure traveler, whether they're traversing the globe or staying a little closer to home. With hospitality and responsible tourism at its heart, the company's nearly 19,000 dedicated associates around the globe help the company achieve its mission to put the world on vacation. Forward-Looking Statements This press release contains 'forward-looking statements' within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, conveying management's expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements contained in this press release include statements related to the Offering and the use of proceeds therefrom. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the acquisition of the Travel + Leisure brand and the future prospects and plans for Travel + Leisure Co., including our ability to execute our strategies to grow our cornerstone timeshare and exchange businesses and expand into the broader leisure travel industry through travel clubs; our ability to compete in the highly competitive timeshare and leisure travel industries; uncertainties related to acquisitions, dispositions and other strategic transactions; the health of the travel industry and declines or disruptions caused by adverse economic conditions (including inflation, recent tariff actions and other trade restrictions, higher interest rates, and recessionary pressures), travel restrictions, terrorism or acts of gun violence, political strife, war (including hostilities in Ukraine and the Middle East), pandemics, and severe weather events and other natural disasters; adverse changes in consumer travel and vacation patterns, consumer preferences and demand for our products; increased or unanticipated operating costs and other inherent business risks; our ability to comply with financial and restrictive covenants under our indebtedness; our ability to access capital and insurance markets on reasonable terms, at a reasonable cost or at all; maintaining the integrity of internal or customer data and protecting our systems from cyber-attacks; the timing and amount of future dividends and share repurchases, if any; and those other factors described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 19, 2025, and subsequent periodic reports filed with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, subsequent events or otherwise.
