Franklin Resources Inc. Amends SC 13D Filing

TL;DR

Franklin Resources Inc. updated its 13D filing for Franklin BSP Private Credit Fund. Watch for changes.

AI Summary

Franklin Resources Inc. filed an amendment (No. 8) to its Schedule 13D on May 15, 2024, concerning Franklin BSP Private Credit Fund. The filing indicates a change in beneficial ownership, with Franklin Resources Inc. acting as the filer. The filing pertains to Advisor Class Shares of Beneficial Interest.

Why It Matters

This amendment to a Schedule 13D filing by Franklin Resources Inc. signals a potential shift or update in their stake or control over Franklin BSP Private Credit Fund, which could impact investors in the fund.

Risk Assessment

Risk Level: medium — Schedule 13D filings, especially amendments, often indicate significant changes in ownership or control, which can introduce volatility and risk for investors.

Key Numbers

• 8 — Amendment Number (Indicates this is the eighth amendment to the original filing.)

Key Players & Entities

• Franklin Resources Inc. (company) — Filer of the Schedule 13D/A
• Franklin BSP Private Credit Fund (company) — Subject company of the filing
• Thomas C. Mandia (person) — Assistant Secretary authorized to receive notices
• May 15, 2024 (date) — Filing date of the amendment
• May 13, 2024 (date) — Date as of change

FAQ

Key Financial Figures

• $49,900,000 — ares for an aggregate purchase price of $49,900,000, having acquired on August 18, 2021 90,
• $100,000 — suer for an aggregate purchase price of $100,000. HoldCo paid for all of such shares fro
• $14,000,000 — ares for an aggregate purchase price of $14,000,000. FRI, C. Johnson and R. Johnson, Jr.

Filing Documents

• frkbsp24a8.htm (SC 13D/A) — 240KB
• 0000038777-24-000095.txt ( ) — 241KB

Security and Issuer

Item 1. Security and Issuer This statement relates to Advisor Class Shares of Beneficial Interest (the "Shares") of FRANKLIN BSP PRIVATE CREDIT FUND, a Delaware Statutory Trust (the "Issuer"). The Issuer's principal executive office is located at 9 West 57 th Street, Suite 4920, New York, New York 10019.

Identity and Background

Item 2. Identity and Background (a), (f) This Schedule 13D is being filed by Franklin Resources, Inc. ("FRI"), a Delaware corporation, Charles B. Johnson ("C. Johnson"), Rupert H. Johnson, Jr. ("R. Johnson, Jr."), BSP Fund HoldCo (Debt Strategy) L.P. ("HoldCo"), a Delaware limited partnership, and Franklin Advisers, Inc. ("FAV"), a California corporation (HoldCo, FAV, and together with FRI, C. Johnson and R. Johnson, Jr., the "Reporting Persons"). HoldCo and FAV are wholly-owned subsidiaries of FRI. C. Johnson and R. Johnson, Jr. are the principal stockholders of FRI. R. Johnson, Jr. is also the Vice Chairman of FRI and C. Johnson is an Executive Consultant to FRI. C. Johnson and R. Johnson, Jr. are citizens of the United States. (b) The address of the principal business office of each of the Reporting Persons is One Franklin Parkway, San Mateo, California 94403-1906. The directors and principal executive officers of FRI, HoldCo, and FAV, their present principal occupations, citizenship and business addresses are listed on Exhibit B. (c) The principal business of FRI is to act as a holding company for various subsidiaries engaged in the investment management and related services business. The principal business of HoldCo is to make investments into credit related instruments and vehicles. The principal business of FAV is investment management. The principal occupation of each of C. Johnson and R. Johnson, Jr. are listed on Exhibit B. (d) During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons listed on Exhibit B, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons listed on Exhibit B, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The Reporting Persons have invested in the Issuer as follows: HoldCo has acquired a total of 4,995,483 Shares for an aggregate purchase price of $49,900,000, having acquired on August 18, 2021 90,000 Shares, on October 3, 2022 2,400,000 Shares, and on April 28,2023 2,465,483 Shares; in addition, HoldCo acquired on August 18, 2021 a total of 10,000 Class A Shares of Beneficial Interest of the Issuer for an aggregate purchase price of $100,000. HoldCo paid for all of such shares from its working capital. Franklin Global Allocation Fund, whose investment adviser is FAV, has acquired on May 13, 2024 a total of 1,343,570 Shares for an aggregate purchase price of $14,000,000. FRI, C. Johnson and R. Johnson, Jr. do not own directly any shares of the Issuer .

Purpose of Transaction

Item 4. Purpose of Transaction Holdco acquired the Shares for investment and to support the Issuer in its investment strategy. Franklin Global Allocation Fund acquired the Shares for investment purposes . Except as described above, none of the investment management subsidiaries of FRI, and none of any of the other reporting persons covered by this Schedule 13D, currently has any plans or proposals that relate to or would result in any of the actions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, or any present plans or intentions to acquire or dispose of any securities of the Issuer.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a-b) Benefit Street Partners L.L.C. ("BSP"), a direct wholly-owned subsidiary of FRI, serves as investment Adviser to the Issuer. BSP holds no Shares or Class A Shares of Beneficial Interest of the Issuer. FRI is filing this report for itself and its affiliates, except as set forth herein. Beneficial ownership by FRI and its affiliates is being reported herein in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) (the "1998 Release ") relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by each of FRI's affiliates whose ownership of securities is disaggregated from that of FRI in accordance with the 1998 Release ("FRI Disaggregated Affiliates") are exercised independently from FRI and from all other investment management subsidiaries of FRI (FRI, its affiliates and the investment management subsidiaries of FRI other than FRI Disaggregated Affiliates are collectively, "FRI Aggregated Affiliates"). Furthermore, internal policies and procedures of, on the one hand, FRI Disaggregated Affiliates, and, on the other hand, FRI, establish informational barriers that prevent the flow among, on the one hand, FRI Disaggregated Affiliates (including preventing the flow between such entities), and, on the other hand, the FRI Aggregated Affiliates, of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, FRI Disaggregated Affiliates report the securities over which they hold investment and voting power separately from the FRI Aggregated Affiliates for purposes of Section 13 of the Act. C. Johnson and R. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10% of FRI's outstanding common stock and are the principal stoc

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. HoldCo entered into subscription agreements with the Issuer on each of August 18, 2021, October 3, 2022, and April 28,2023. CUSIP NO. 35242N202 Page 9 of 19

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit A: Joint Filing Agreement Exhibit B: Principal Executive Officers and Directors of FRI, HoldCo, and FAV Exhibit C: Limited Powers of Attorney for Section 13 Reporting Obligations Exhibit D: Transactions in the past 60 Days. Exhibit E: Subscription Agreements entered into by HoldCo with the Issuer on each of August 18, 2021, October 3, 2022, and April 28,2023 Signature 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: May 15, 2024 Franklin Resources, Inc. Charles B. Johnson Rupert H. Johnson, Jr. Franklin Advisers, Inc. Franklin Fund Allocator Series on behalf of Franklin Global Allocation Fund By: /s/NAVID J. TOFIGH Navid J. Tofigh Assistant Secretary of Franklin Resources, Inc. AttorneyinFact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13D AttorneyinFact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13D Assistant Secretary of Franklin Advisers, Inc. Vice President and Assistant Secretary of Franklin Fund Allocator Series BSP FUND HOLDCO (DEBT STRATEGY) L.P. By: Franklin Templeton Institutional GP LLC, its general partner By: /s/BRYAN R. MARTOKEN Bryan R. Martoken Executive Vice President of Franklin Templeton Institutional GP LLC CUSIP NO. 35242N202 Page 10 of 19 EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby gree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement and that such statement and all amendments to such statement are made on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this agreement on May 15, 2024. Franklin Resources, Inc. Charles B. Johnson Rupert H. Johnso

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