Franklin BSP Capital Reports Material Agreement, Asset Acquisition/Disposition

TL;DR

**Franklin BSP Capital just made a big deal, likely an acquisition or asset sale, on January 24, 2024.**

AI Summary

Franklin BSP Capital Corporation filed an 8-K on January 24, 2024, reporting an "Entry into a Material Definitive Agreement" and "Completion of Acquisition or Disposition of Assets." This filing indicates a significant corporate event, likely an acquisition or a major asset transaction, which could impact the company's financial structure and future performance. For investors, this matters because such events can lead to changes in revenue streams, debt levels, and overall valuation, potentially affecting stock price.

Why It Matters

This filing signals a significant change in Franklin BSP Capital's business operations or asset base, which could alter its financial health and future growth prospects. Investors should monitor for details on the specific transaction to assess its impact on the company's valuation.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and asset transaction, which can introduce both opportunities and risks depending on the specifics of the deal, which are not yet detailed.

Analyst Insight

Investors should look for subsequent filings (like a 10-Q or another 8-K) or press releases from Franklin BSP Capital Corporation for more specific details regarding the material definitive agreement and asset transaction to understand their financial implications.

Key Players & Entities

• Franklin BSP Capital Corporation (company) — the registrant filing the 8-K
• January 24, 2024 (date) — date of earliest event reported and filing date
• 9 West 57th Street, Suite 4920, New York, New York 10019 (address) — principal executive offices of the registrant
• (212) 588-6770 (phone_number) — registrant's telephone number

FAQ

Key Financial Figures

• $1 — bove 1.0x debt-to-equity (equivalent to $1 of debt outstanding for each $1 of equi
• $0.001 — .4647 shares of common stock, par value $0.001 per share, of the Company. As a result,

Filing Documents

• ea191916-8k_franklinbsp.htm (8-K) — 35KB
• ea191916ex10-1_franklinbsp.htm (EX-10.1) — 67KB
• ea191916ex99-1_franklinbsp.htm (EX-99.1) — 11KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-006162.txt ( ) — 307KB
• fbcc-20240124.xsd (EX-101.SCH) — 3KB
• fbcc-20240124_lab.xml (EX-101.LAB) — 33KB
• fbcc-20240124_pre.xml (EX-101.PRE) — 22KB
• ea191916-8k_franklinbsp_htm.xml (XML) — 3KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. At a special meeting of stockholders of Franklin BSP Capital Corporation, a Delaware corporation (the "Company"), held on December 19, 2023, the Company received stockholder approval to amend and restate the investment advisory agreement, dated September 23, 2020 (the "Original Advisory Agreement"), by and between the Company and Franklin BSP Capital Adviser L.L.C., a Delaware limited liability company and the external investment adviser to the Company (the "Adviser"). On January 24, 2024, the Company entered into an amended and restated investment advisory agreement (the "Amended Advisory Agreement") with the Adviser. A description of the Amended Advisory Agreement is set forth in " FBCC Proposal — Approval of the FBCC Advisory Agreement Proposal " (the "FBCC Proposal") in the Company's joint proxy statement/prospectus, as amended, filed with the Securities and Exchange Commission (the "SEC") on October 24, 2023 (the "Joint Proxy Statement/Prospectus") and is incorporated into this Current Report on Form 8-K by reference. As described in the FBCC Proposal, the Original Advisory Agreement was amended to (i) increase the base management fee to an annual rate of 1.50% of the Company's average gross assets, provided that the base management fee will be calculated at an annual rate of 1.00% of the Company's average gross assets purchased with borrowed funds above 1.0x debt-to-equity (equivalent to $1 of debt outstanding for each $1 of equity), (ii) increase the incentive fee on income to a catch-up of 1.8175% (7.27% annualized), 17.5% of the amount of the Company's pre-incentive fee net investment income, if any, that exceeds the catch-up with the preferred return rate of 1.50% per quarter (or 6.00% annualized) on net assets, and (iii) increase the incentive fee on capital gains to 17.5% of the Company's incentive fee capital gains calculated as under the Original Advisory Agreement for periods ending after the

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets On January 24, 2024, the Company completed its previously announced acquisition of Franklin BSP Lending Corporation, a Maryland corporation ("FBLC"), pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 2, 2023, by and among the Company, FBLC, Franklin BSP Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company ("Merger Sub"), and, solely for the limited purposes set forth therein, the Adviser. Pursuant to the Merger Agreement, Merger Sub was first merged with and into FBLC, with FBLC continuing as the surviving company (the "Initial Merger"), and, immediately following the Initial Merger, FBLC was then merged with and into the Company, with the Company continuing as the surviving company (together with the Initial Merger, the "Merger"). 1 In accordance with the terms of the Merger Agreement, at the effective time of the Initial Merger, each outstanding share of FBLC's common stock was converted into the right to receive 0.4647 shares of common stock, par value $0.001 per share, of the Company. As a result, the Company issued an aggregate of approximately 110.0 million shares of its common stock to FBLC's former stockholders. The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K, filed on October 6, 2023.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 24, 2024, the Company and FBLC issued a joint press release announcing the completion of the Merger. A copy of this press release is attached hereto as Exhibit 99.1. The information disclosed under this Item 7.01 is being "furnished" and is not deemed "filed" by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Fund Acquired The information required by Item 9.01(a) of Form 8-K, including the financial statements required pursuant to Rule 6-11 of Regulation S-X, was previously included or incorporated by reference in the Company's Joint Proxy Statement/Prospectus, and, pursuant to General Instruction B.3 of Form 8-K, is not included herein. (d) Exhibits 2.1 Agreement and Plan of Merger by and among Franklin BSP Capital Corporation, Franklin BSP Lending Corporation, Franklin BSP Merger Sub, Inc. and Franklin BSP Capital Adviser, L.L.C. (for the limited purposes set forth therein), dated as of October 2, 2023 (incorporated by reference to Exhibit 2.1 filed with Franklin BSP Capital Corporation's Current Report on Form 8-K (File No. 814-01360) on October 6, 2023). 10.1 Amended and Restated Investment Advisory Agreement, dated as of January 24, 2024, by and between Franklin BSP Capital Corporation and Franklin BSP Capital Adviser L.L.C. 99.1 Joint press release of Franklin BSP Capital Corporation and Franklin BSP Lending Corporation, dated as of January 24, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Franklin BSP Capital Corporation Date: January 24, 2024 By: /s/ Nina K. Baryski Nina K. Baryski Chief Financial Officer and Treasurer 3

View Full Filing

View this 8-K filing on SEC EDGAR