Franklin Resources Amends 13D Filing for Real Estate Debt BDC

TL;DR

Franklin Resources updated its 13D filing for Franklin BSP Real Estate Debt BDC as of 12/12/24.

AI Summary

Franklin Resources Inc. filed an amendment (No. 1) to its Schedule 13D on December 12, 2024, regarding its holdings in Franklin BSP Real Estate Debt BDC. The filing indicates a change in the date as of which the information is current to December 12, 2024. Franklin Resources, Inc. is an investment advisor based in San Mateo, CA.

Why It Matters

This filing updates the market on Franklin Resources' stake in a real estate debt BDC, providing transparency on their investment activities in this sector.

Risk Assessment

Risk Level: low — This is a routine amendment to a Schedule 13D filing, typically indicating updated information rather than a significant new event.

Key Numbers

• 20241212 — Filing Date (Date the amendment was filed with the SEC)
• 20241212 — Date as of Change (Date as of which the information in the filing is current)

Key Players & Entities

• Franklin Resources Inc. (company) — Filer of the Schedule 13D amendment
• Franklin BSP Real Estate Debt BDC (company) — Subject company of the Schedule 13D filing
• Thomas C. Mandia (person) — Assistant Secretary of Franklin Resources, Inc.
• 0000038777-24-000221 (filing_id) — Accession number for the SEC filing

FAQ

Key Financial Figures

• $0.001 — e of Issuer) Common Shares, par value $0.001 per share (Title of Class of Securiti
• $1,500.00 — orking capital, for a purchase price of $1,500.00. FAV is the investment adviser to var
• $350,000,000.02 — tal, for an aggregate purchase price of $350,000,000.02. Item 4. Purpose of Transaction Hol

Filing Documents

• frkbdc24a1.htm (SC 13D/A) — 193KB
• 0000038777-24-000221.txt ( ) — 195KB

Security and Issuer

Item 1. Security and Issuer This statement relates to Common Shares , par value $0.001 per share (the "Shares") of FRANKLIN BSP REAL ESTATE DEBT BDC , a Delaware Statutory Trust (the "Issuer"). The Issuer's principal executive office is located at 1345 Avenue of the Americas, Suite 32A, New York, New York 10105.

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."), and Franklin Advisers, Inc. ("FAV"), a California corporation (FAV, and together with FRI, C. Johnson and R. Johnson, Jr., the "Reporting Persons"). FAV is a direct wholly-owned subsidiary 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 principal executive officers, directors and principal stockholders of FRI 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 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 proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law

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: BSP Fund Holdco (Debt Strategy)L.P.("Holdco"), a wholly-owned subsidiary of FRI, acquired 60 Shares on June 20, 2024 (prior to the Form 10 of the Issuer becoming effective) for its own account, using its own working capital, for a purchase price of $1,500.00. FAV is the investment adviser to various funds which acquired a total of 13,583,837 Shares, of which 4,199,939 Shares were acquired on June 20, 2024 (prior to the Form 10 of the Issuer becoming effective), 2,347,417 were acquired on July 3, 2024, 2 shares on July 18, 2024, 4,250,386 were acquired on July 31, 2024, and 2,786,033 were acquired on November 12, 2024. Such Shares were acquired, using their own own working capital, for an aggregate purchase price of $350,000,000.02.

Purpose of Transaction

Item 4. Purpose of Transaction Holdco acquired the Shares for investment and to support the Issuer in its investment strategy. The various funds of which FAV is the investment adviser 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) See cover pages. FRI is filing this report for itself and its affiliates. FRI and its investment management subsidiary, FAV, may be deemed to beneficially own the Shares for which FAV is the investment adviser pursuant to investment management contracts that grant investment and/or voting power to FAV for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"). When an investment management contract (including a sub-advisory agreement) delegates to FAV investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats FAV as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. 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 tha

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 and various funds of which FAV is the investment adviser made a capital commitment (the "Capital Commitments") to purchase the Shares pursuant to a Subscription Agreement. Each subscriber is required to make capital contributions to purchase the Shares each time the Issuer delivers a drawdown notice, to be delivered at least ten business days prior to the required funding date, in an aggregate amount not to exceed their respective Capital Commitments. All purchases will generally be made pro rata in accordance with the Capital Commitments, at a per-share price as determined by the Board of Trustees of the Issuer in accordance with the limitations under Section 23 of the 1940 Act(which generally prohibits the Issuer from issuing Shares at a price below the then-current net asset value of the Shares as determined within 48 hours, excluding Sundays and holidays, of such issuance (taking into account any investment valuation adjustments from the latest quarterly valuation date in accordance with the Issuer's valuation policy, subject to certain exceptions); provided that the Issuer retains the right to make non-pro rata capital drawdowns for any reason in the Issuer's sole discretion, including, without limitation, if the Issuer determines that it is necessary or advisable in light of applicable legal, tax, regulatory and other considerations, such as to comply with Section 12d(1) of the 1940 Act or the ownership limits as set forth in the Issuer's Declaration of Trust. As set forth in each Subscription Agreement, in the event that there is a failure to pay all or any portion of a drawdown purchase price pursuant to a drawdown notice, and such default remains uncured for a period of thirty days, the Issuer will be permitted to pursue any remedies against the defaulting subscriber available under the Subscription Agreement or at law or at equity, includin

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit A: Joint Filing Agreement Exhibit B: Principal Executive Officers, Directors, and Principal Stockholders of FRI and FAV Exhibit C: Limited Powers of Attorney for Section 13 Reporting Obligations Exhibit D: Transactions in the past 60 Days. Exhibit E: Form of Subscription Agreement incorporated by reference to Exhibit 4.1 to the Issuer's Amendment No. 1 to Form 10 filed on June 13, 2024. 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: December 12, 2024 Franklin Resources, Inc. Charles B. Johnson Rupert H. Johnson, Jr. Franklin Advisers, Inc. By: /s/THOMAS C. MANDIA Thomas C. Mandia 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. Franklin Custodian Funds on behalf of Franklin Income Fund By: /s/ALISON E. BAUR Alison E. Baur Vice President and Assistant Secretary of Franklin Custodian Funds 10 EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree 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 December 12, 2024. Franklin Resources, Inc. Charles B. Johnson Rupert H. Johnson, Jr. Franklin Advisers, Inc. By: /s/THOMAS C. MANDIA Thomas C. Mandia Assistant Secretary of Franklin Resources, Inc. AttorneyinFact for Charles B. Johnson pursuant to Power of Attor

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