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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) |
| ☐ | 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)) |
| ☐ | 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.
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 |
3
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.
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