Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 24, 2024

Franklin BSP Lending Corporation

(Exact Name of Registrant as Specified in its Charter)

Maryland		814-00821		27-2614444
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9 West 57th Street, Suite 4920,

New York, New York

10019

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 588-6770

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement.

Pursuant to the terms of that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 2, 2023, by and among Franklin BSP Capital Corporation, a Delaware corporation (“FBCC”), Franklin BSP Lending Corporation, a Maryland corporation (the “Company”), Franklin BSP Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of FBCC (“Merger Sub”), and, solely for the limited purposes set forth therein, Franklin BSP Capital Adviser L.L.C., a Delaware limited liability company and the external investment adviser to FBCC, immediately after the effective time of the Initial Merger (as defined below), the investment advisory agreement by and between the Company and Franklin BSP Lending Adviser, L.L.C., the external investment adviser to the Company, was terminated.

Item 2.01 Completion of Acquisition or Disposition of Assets

On January 24, 2024, FBCC completed its previously announced acquisition of the Company, pursuant to the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub was first merged with and into the Company, with the Company continuing as the surviving company (the “Initial Merger”), and, immediately following the Initial Merger, the Company was then merged with and into FBCC, with FBCC continuing as the surviving company (together with the Initial Merger, the “Merger”). As a result of, and as of the effective time of, the Merger, the Company’s separate existence ceased.

In accordance with the terms of the Merger Agreement, at the effective time of the Initial Merger, each outstanding share of the Company’s common stock was converted into the right to receive 0.4647 shares of common stock, par value $0.001 per share, of FBCC. As a result, FBCC issued an aggregate of approximately 110.0 million shares of its common stock to former stockholders of the Company.

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.

Item 3.03 Material Modification to Rights of Security Holders.

The information required by Item 3.03 is contained in Item 2.01 and is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

As a result of the Initial Merger, a change in control of the Company occurred. The information required by Item 5.01 is contained in Item 2.01 and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, as of the effective time of the Initial Merger, (i) each of the named officers and directors of the Company ceased to be named officers and directors of the Company and (ii) the director and officers of Merger Sub as of immediately prior to the effective time of the Initial Merger became the director and officers of the Company.

Item 7.01. Regulation FD Disclosure.

On January 24, 2024, FBCC and the Company 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1		Agreement and Plan of Merger by and among Franklin BSP Lending Corporation, Franklin BSP Capital 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).
99.1		Joint press release of Franklin BSP Capital Corporation and Franklin BSP Lending Corporation, dated January 24, 2024.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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 Lending Corporation

Date: January 24, 2024	By:	/s/ Nina K. Baryski
		Nina K. Baryski
		Chief Financial Officer and Treasurer

Exhibit 99.1

Investor Relations Contact:

Amy Theaumont

A.Theaumont@benefitstreetpartners.com
(617) 433-2543

For media inquiries:
Travis Fishstein
Travis.Fishstein@franklintempleton.com
(917) 822-1857

Franklin BSP Capital Corp. Completes Merger with Franklin BSP Lending Corp.

NEW YORK, N.Y. – January 24, 2024 – Franklin BSP Lending Corporation (“FBLC”) and Franklin BSP Capital Corporation (“FBCC”), business development companies (“BDCs”) managed by affiliates of Benefit Street Partners L.L.C. (“BSP”), today announced the completion of their previously announced merger. FBCC is the surviving company in the merger and will continue to be advised by Franklin BSP Capital Adviser L.L.C., an affiliate of BSP (“FBCA”). Based on September 30, 2023 financial information, the combined company has over $3.8 billion of total assets and approximately $2.1 billion of total net assets on a pro forma basis.

As previously announced, FBCC’s stockholders have approved an amended and restated investment advisory agreement with FBCA, which became effective today upon the closing of the merger.

Richard Byrne, President of BSP and CEO & Chairman of FBCC, said, “We are pleased to announce the completion of the merger between FBLC and FBCC. We believe this transaction will be immediately accretive to stockholders and unlock nearly $700 million of capital that we can deploy into a very attractive origination environment. We look forward to capitalizing on the combined company’s synergies and will continue to deliver strong growth and long-term value for our stockholders.”

In connection with the merger, former FBLC stockholders will receive 0.4647 shares of newly-issued FBCC common stock for each share of FBLC common stock. As a result of the merger, legacy FBCC stockholders and former FBLC stockholders own approximately 19.3% and 80.7%, respectively, of the combined company.

Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor and Sullivan & Worcester LLP as legal counsel to the special committee of FBCC.

J.P. Morgan served as financial advisor and Sullivan & Worcester LLP as legal counsel to the special committee of FBLC.

Simpson Thacher & Bartlett LLP served as legal counsel to FBCC and FBLC with respect to the merger. Dechert LLP served as legal counsel to FBCC and FBLC.

About Benefit Street Partners

Benefit Street Partners L.L.C. is a leading credit-focused alternative asset management firm with approximately $76 billion in assets under management as of September 30, 2023. The combined BSP-Alcentra platform has over 400 employees, including 170 investment professionals, in multiple locations across the globe. BSP manages assets across a broad range of complementary credit strategies, including private/opportunistic debt, structured credit, high yield, special situations, long-short liquid credit, and commercial real estate debt. BSP offers investors deep industry and structuring expertise, demonstrated credit discipline, access to sponsor and non-sponsor deal flow, and a 15+ year track record in the private credit markets. Based in New York, the BSP platform was established in 2008. BSP is a wholly owned subsidiary of Franklin Templeton. For further information, please visit www.benefitstreetpartners.com.

About Franklin BSP Capital Corporation

FBCC is a non-listed BDC with a $759 million investment portfolio at fair value as of September 30, 2023, prior to the merger. Post-merger, based on September 30, 2023 financial information, FBCC has over $3.8 billion of total assets and approximately $2.1 billion of total net assets on a pro forma basis. FBCC’s investment portfolio primarily consists of loans to middle-market companies. FBCC has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). FBCC is managed by FBCA. For further information, please visit www.fbccbdc.com. This press release is not an offer to sell any securities issued by FBCC and is not soliciting an offer to buy such securities.

Forward-Looking Statements

Some of the statements in this press release constitute forward-looking statements because they relate to future events, future performance or financial condition or the anticipated merger of FBLC with and into FBCC (the “Merger”). The forward-looking statements may include statements as to: future operating results of FBCC and FBLC and distribution projections; business prospects of FBCC and FBLC and the prospects of their portfolio companies; the impact of the investments that FBCC and FBLC expect to make; and the impact and effects of the Merger. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this press release involve risks and uncertainties. FBCC and FBLC have based the forward-looking statements included in this press release on information available to them on the date of this press release, and they assume no obligation to update any such forward-looking statements. Although FBCC and FBLC undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that FBCC and FBLC in the future may file with the Securities and Exchange Commission.

Cover	Jan. 24, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 24, 2024
Entity File Number	814-00821
Entity Registrant Name	Franklin BSP Lending Corporation
Entity Central Index Key	0001490927
Entity Tax Identification Number	27-2614444
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	9 West 57th Street
Entity Address, Address Line Two	Suite 4920
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	588-6770
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false