UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20212024
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 814-01360
FRANKLIN BSP CAPITAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware85-2950084
Delaware85-2950084
(State or Other Jurisdiction of

Incorporation or Organization)		(I.R.S. Employer

Identification No.)
9 West 57th Street, 49th Floor, Suite 4920 New York, New York10019
(Address of Principal Executive Office)(Zip Code)
(212) 588-6770
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
NoneN/AN/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨Accelerated filer¨
Non-accelerated filerxSmaller reporting company¨
Emerging growth companyx
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. x
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
There is no established market for the Registrant’s shares of common stock. The number of shares of the registrant's common stock, $0.001 par value, outstanding as of May 11, 20217, 2024 was 2,666,765.133,715,147.






FRANKLIN BSP CAPITAL CORPORATION
FORM 10-Q FOR THE THREE MONTHS ENDED MarchMARCH 31, 20212024
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATIONPage
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OTHER INFORMATION
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PART I -I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(dollars in thousands except share and per share data)
March 31, 2021December 31, 2020
(Unaudited)
Assets:
Investments, at fair value:
Affiliate Investments, at fair value (amortized cost of $1,054,and $0, respectively)$1,176 $— 
Non-affiliate Investments, at fair value (amortized cost of $34,813 and $0, respectively)35,094 — 
Investments, at fair value (amortized cost of $35,867 and $0, respectively)36,270 — 
Cash and cash equivalents42,231 2 
Deferred offering costs464 603 
Interest receivable67 — 
Receivable for unsettled trades18 — 
Capital call receivable140 — 
Prepaid expenses and other assets3,211 — 
Total assets$82,401 $605 
Liabilities:
Debt (net of deferred financing costs of $1,108 and $0, respectively)$28,892 $— 
Management fees payable59 — 
Accounts payable and accrued expenses600 — 
Payable for unsettled trades12,574 — 
Interest and debt fees payable25 — 
Due to affiliate900 1,017 
Directors' fees payable92 — 
Total liabilities43,142 1,017 
Commitments and Contingencies (Note 6)
Net Assets:
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding— — 
Common stock, $0.001 par value, 450,000,000 shares authorized; 2,666,765 issued, and outstanding at March 31, 2021, and 100 issued, and outstanding at December 31, 20203 
0 (1)
Additional paid in capital39,999 2 
Total distributable loss(743)(414)
Total net assets39,259 (412)
Total liabilities and net assets$82,401 $605 
Net asset value per share$14.72 $(4,120.15)
March 31,December 31,
20242023
Assets:(Unaudited)
Investments, at fair value:
Control Investments, at fair value (amortized cost of $685,139 and $68,050, respectively)$676,354 $68,100 
Affiliate Investments, at fair value (amortized cost of $54,953 and $0, respectively)52,143 — 
Non-Affiliate Investments, at fair value (amortized cost of $2,773,921 and $700,985, respectively)2,748,117 688,045 
Investments, at fair value (amortized cost of $3,514,013 and $769,035, respectively)3,476,614 756,145 
Cash and cash equivalents96,447 48,541 
Restricted cash17,722 6,681 
Interest and dividends receivable46,979 8,166 
Receivable for unsettled trades6,974 422 
Prepaid expenses and other assets11,125 3,396 
Due from broker7,690 8,336 
Total assets$3,663,551 $831,687 

Liabilities:
Debt (net of deferred financing costs of $1,944 and $2,082, respectively)$1,479,246 $319,918 
Secured borrowings30,758 33,344 
Stockholder distributions payable— 13 
Management fees payable10,557 1,066 
Incentive fees on income payable8,655 — 
Accounts payable and accrued expenses29,567 4,167 
Interest and debt fees payable28,193 6,936 
Directors' fees payable33 175 
Other liabilities581 551 
Total liabilities1,587,590 366,170 
Commitments and Contingencies (Note 6)
Redeemable convertible preferred stock Series A, $0.001 par value, 50,000,000 shares authorized; 77,500 issued and outstanding at March 31, 2024 and December 31, 2023, respectively77,403 77,398 
Net Assets attributable to common stock:
Common stock, $0.001 par value, 450,000,000 shares authorized; 136,335,073 issued and outstanding at March 31, 2024, and 26,080,389 issued and outstanding at December 31, 2023136 26 
Additional paid in capital1,997,825 400,332 
Total distributable earnings (loss)597 (12,239)
Total net assets attributable to common stock1,998,558 388,119 
Total liabilities, redeemable convertible preferred stock, and net assets attributable to common stock$3,663,551 $831,687 
Net asset value per share attributable to common stock$14.66 $14.88 
(1) Less than $1.
The accompanying notes are an integral part of these consolidated financial statements.
1

FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED STATEMENTSTATEMENTS OF OPERATIONS
(dollars in thousands, except share and per share data)
(Unaudited)
For the three months ended March 31, 2021
Investment income:
From affiliate investments
Interest income$22 
Total investment income from affiliate investments22 
From non-affiliate investments
Interest income119 
Fee and other income1 
Total investment income from non-affiliate investments120 
Total investment income142 
Operating expenses:
Management fees59 
Interest and debt fees38 
Professional fees240 
Other general and administrative226 
Amortization of offering costs139 
Administrative services25 
Directors' fees92 
Total expenses819 
Net investment loss before income taxes(677)
Income tax expense, including excise tax55 
Net investment loss(732)
Realized and unrealized gain (loss):
Net realized gain (loss)
Affiliate investments— 
Non-affiliate investments— 
Total net realized gain (loss)— 
Net change in unrealized appreciation on investments
Affiliate investments122 
Non-affiliate investments281 
Total net change in unrealized appreciation on investments403 
Net realized and unrealized gain403 
Net decrease in net assets resulting from operations$(329)
Per share information - basic and diluted
Net investment loss$(0.48)
Net decrease in net assets resulting from operations$(0.22)
Weighted average shares outstanding1,526,025 
For the three months ended March 31,
20242023
Investment income:
From control investments:
Interest income$12,737 $984 
Dividend income12,073 675 
Fee and other income— 1 
Total investment income from control investments24,810 1,660 
From affiliate investments:
Interest income1,776 — 
Total investment income from affiliate investments1,776 — 
From non-affiliate investments:
Interest income68,686 20,321 
Dividend income34 34 
Fee and other income106 308 
Total investment income from non-affiliate investments68,826 20,663 
Interest from cash and cash equivalents1,138 101 
Total investment income96,550 22,424 
Operating expenses:
Management fees10,557 1,004 
Incentive fee on income8,655 1,809 
Interest and debt fees22,931 7,976 
Professional fees2,043 512 
Other general and administrative1,724 456 
Administrative services246 58 
Directors' fees331 149 
Total expenses before incentive fee waiver46,487 11,964 
Incentive fee waiver— (1,809)
Expenses, net of incentive fee waiver46,487 10,155 
Net investment income (loss) before income taxes50,063 12,269 
Income tax expense, including excise tax326 208 
Net investment income (loss)49,737 12,061 
Realized and unrealized gain (loss):
Net realized gain (loss)
Control investments(5)— 
Non-affiliate investments1,288 (161)
Total net realized gain (loss)1,283 (161)
Net change in unrealized appreciation (depreciation) on investments
Control investments(8,835)(7)
Affiliate investments(2,810)— 
Non-affiliate investments(12,864)(739)
Net change in deferred taxes(291)(515)
Total net change in unrealized appreciation (depreciation) on investments(24,800)(1,261)
Net realized and unrealized gain (loss)(23,517)(1,422)
The accompanying notes are an integral part of these consolidated financial statements.
2

FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED STATEMENTSTATEMENTS OF OPERATIONS
(dollars in thousands, except share and per share data)
(Unaudited)
For the three months ended March 31,
20242023
Net increase (decrease) in net assets resulting from operations attributable to common stockholders and participating securities$26,220 $10,639 
Accretion to redemption value of Series A redeemable convertible preferred stock(5)(3)
Accrual of Series A redeemable convertible preferred stock distributions(2,197)(1,023)
Net increase (decrease) in net assets resulting from operations attributable to common stockholders$24,018 $9,613 
Per share information
Net investment income (loss)$0.49 $0.49 
Net increase (decrease) in net assets resulting from operations attributable to common stockholders and participating securities$0.26 $0.43 
Basic and diluted earnings (loss) per share$0.24 $0.34 
Weighted average common shares outstanding101,246,978 24,648,293 




The accompanying notes are an integral part of these consolidated financial statements.
3
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(dollars in thousands, except share and per share data)
(Unaudited)

For the three months ended March 31, 2021
Operations:
Net investment loss$(732)
Net realized gain (loss) from investments— 
Net change in unrealized appreciation on investments403 
Net decrease in net assets resulting from operations(329)
Capital share transactions:
Issuance of common stock, net of issuance costs40,000
Net increase in net assets from capital share transactions40,000
Total increase in net assets39,671
Net assets at beginning of period(412)
Net assets at end of period$39,259 
Net asset value per common share$14.72 
Common shares outstanding at end of period2,666,765 

For the three months ended March 31,
20242023
Operations:
Net investment income (loss)$49,737 $12,061 
Net realized gain (loss) from investments1,283 (161)
Net change in unrealized appreciation (depreciation) on investments(24,509)(746)
Net change in deferred taxes(291)(515)
Accretion to redemption value of Series A redeemable convertible preferred stock(5)(3)
Accrual of Series A redeemable convertible preferred stock distributions(2,197)(1,023)
Net increase (decrease) in net assets resulting from operations attributable to common stockholders24,018 9,613 
Stockholder distributions:
Common stockholder distributions(11,182)(10,584)
Net decrease in net assets attributable to common stock from stockholder distributions(11,182)(10,584)
Capital share transactions:
Issuance of common stock in connection with the Mergers1,594,261— 
Issuance of common stock, net of issuance costs— 8,073
Reinvestment of common stockholder distributions3,3422,994
Net increase in net assets attributable to common stock from capital share transactions1,597,60311,067
Total increase (decrease) in net assets attributable to common stock1,610,43910,096
Net assets at beginning of period attributable to common stock388,119 372,421 
Net assets at end of period attributable to common stock$1,998,558 $382,517 
Net asset value per share attributable to common stock$14.66 $15.10 
Common shares outstanding at end of period136,335,073 25,339,906 











The accompanying notes are an integral part of these consolidated financial statements.
34

FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED STATEMENTSTATEMENTS OF CASH FLOWS
(dollars in thousands)thousands, except share and per share data)
(Unaudited)
For the three months ended March 31, 2021
Operating activities
Net decrease in net assets resulting from operations$(329)
Adjustments to reconcile net decrease in net assets from operations to net cash used in operating activities:
Payment-in-kind interest income(6)
Net accretion of discount on investments(8)
Amortization of deferred financing costs12 
Sales and repayments of investments18 
Purchases of investments(35,871)
Net realized (gain) loss from investments— 
Net change in unrealized appreciation on investments(403)
(Increase) decrease in operating assets:
Interest receivable(67)
Receivable for unsettled trades(18)
Prepaid expenses and other assets(3,211)
Increase (decrease) in operating liabilities:
Management fees payable59 
Accounts payable and accrued expenses600 
Payable for unsettled trades12,574 
Interest and debt fees payable25 
Due to affiliate(117)
Directors' fees payable92 
Net cash used in operating activities(26,650)
Financing activities
Proceeds from issuance of shares of common stock40,000 
Capital call receivable(140)
Decrease in deferred offering costs139 
Proceeds from debt30,000 
Payments of financing costs(1,120)
Net cash provided by financing activities68,879 
Net increase in cash and cash equivalents42,229 
Cash and cash equivalents, beginning of period2 
Cash and cash equivalents, end of period$42,231 
Supplemental information:
Taxes, including excise tax, paid during the period$55 



For the three months ended March 31,
20242023
Operating activities
Net increase (decrease) in net assets resulting from operations attributable to participating securities$26,220 $10,639 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Payment-in-kind interest income(4,292)(306)
Net accretion of discount on investments(11,988)(552)
Amortization of deferred financing costs269 346 
Amortization of deferred offering costs— 65 
Accretion of redemption value of Series A redeemable convertible preferred stock(5)(3)
Sales and repayments of investments153,894 13,366 
Purchases of investments(67,114)(18,628)
Net realized (gain) loss from investments(1,283)161 
Net change in unrealized (appreciation) depreciation on investments24,509 746 
(Increase) decrease in operating assets:
Interest and dividend receivable2,210 (919)
Receivable for unsettled trades(5,062)(700)
Prepaid expenses and other assets(1,658)(2)
Due from broker646 — 
Cash received in the Mergers58,478 — 
(Increase) decrease in operating liabilities:
Management fees payable6,815 — 
Incentive fee on income payable5,524 — 
Accounts payable and accrued expenses(1,492)323 
Interest and debt fees payable13,278 454 
Directors' fees payable(393)11 
Other liabilities27 (33)
Net cash provided by (used in) operating activities198,583 4,968 
Financing activities
Repayments on secured borrowings(2,586)— 
Proceeds from issuance of shares of common stock— 8,266 
Proceeds from issuance of shares of preferred stock— 41,291 
Proceeds from debt66,000 — 
Payments on debt(193,000)(70,400)
Proceeds from short-term borrowings— 35,492 
Repayments on short-term borrowings— (20,792)
Common stockholder distributions(7,853)(7,609)
Preferred stockholder distributions(2,197)(1,023)
Net cash provided by (used in) financing activities(139,636)(14,775)
Net increase (decrease) in cash, cash equivalents and restricted cash58,947 (9,807)
Cash, cash equivalents and restricted cash, beginning of period55,222 26,239 
Cash, cash equivalents and restricted cash, end of period$114,169 $16,432 
The accompanying notes are an integral part of these consolidated financial statements.
45

FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULESTATEMENTS OF CASH FLOWS
(dollars in thousands, except share and per share data)
(Unaudited)



For the three months ended March 31,
Supplemental information:20242023
Interest and non-usage fees paid during the period$9,230 $7,136 
Taxes, including excise tax, paid during the period$4,113 $123 
Distributions reinvested during the period$3,342 $2,994 
Issuance of shares in connection with Mergers (1)
$1,594,261 $— 
(1) On January 24, 2024, in connection with the Mergers (as defined in Note 1 – Organization), the Company acquired net assets of $1,594.3 million for the total stock consideration of $1,598.9 million, inclusive of $4.6 million of transaction costs. For further details, refer to Note 17 – Merger with FBLC.
As of March 31,
20242023
Cash and cash equivalents$96,447 $16,432 
Restricted cash17,722 — 
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows$114,169 $16,432 
The accompanying notes are an integral part of these consolidated financial statements.
6
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)thousands, except share and per share data)
March 31, 20212024
(Unaudited)
Portfolio Company (f) (g)IndustryInvestment Coupon Rate/ Maturity (i)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
Senior Secured First Lien Debt - 76.4% (b)
1236904 BC, Ltd. (c) (h)Software/ServicesL+7.50% (8.50%), 3/4/2027$4,130 $4,049 $4,049 10.3 %
Cobblestone Intermediate Holdco, LLC (c) (h)ConsumerL+5.50% (6.50%), 1/29/20262,097 2,055 2,055 5.2 %
Enviva Holdings, LP (a) (c) (h)UtilitiesL+5.50% (6.50%), 2/17/20263,922 3,883 3,883 9.9 %
Gordian Medical, Inc. (h)HealthcareL+6.25% (7.00%), 1/31/20274,188 4,062 4,125 10.5 %
Jakks Pacific, Inc. (c) (j)Consumer10.50%, 2.50% PIK, 2/9/2023488 463 488 1.2 %
Liquid Tech Solutions Holdings, LLC (h)IndustrialsL+4.75% (5.50%), 3/20/20284,136 4,115 4,115 10.5 %
Pilot Air Freight, LLC (c) (h)TransportationL+4.75% (5.75%), 7/25/20243,196 3,148 3,148 8.0 %
Striper Buyer, LLC (c) (h)Paper & PackagingL+5.50% (6.25%), 12/30/20264,997 4,948 4,948 12.6 %
TSL Engineered Products, LLC (c) (h)IndustrialsL+4.75% (5.50%), 1/7/20283,222 3,190 3,190 8.1 %
Subtotal Senior Secured First Lien Debt$29,913 $30,001 76.4 %
Senior Secured Second Lien Debt - 14.2% (b)
RealPage, Inc. (a) (h)Software/ServicesL+6.50% (7.25%), 2/18/2029$5,445 $5,363 $5,581 14.2 %
Subtotal Senior Secured Second Lien Debt$5,363 $5,581 14.2 %
Subordinated Debt- 1.5% (b)
Jakks Pacific, Inc. (c) (j)Consumer6.00%, 2.75% PIK, 7/3/2023$638 $590 $590 1.5 %
Subtotal Subordinated Debt$590 $590 1.5 %
Equity/Other - 0.3% (b) (d)
Jakks Pacific, Inc. (c) (e) (j)Consumer783 $1 $98 0.3 %
Subtotal Equity/Other$1 $98 0.3 %
Total Investments- 92.4%$35,867 $36,270 92.4 %

Portfolio Company (g) (o)IndustryAcquisition DateInvestment Coupon Rate/ Maturity (j)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
Senior Secured First Lien Debt - 130.3% (b)
1236904 BC, Ltd. (c) (h) (p)Software/ServicesS+ 7.50% (12.94%), 3/4/2027$14,624 $14,747 $14,846 0.7 %
1236904 BC, Ltd. (c) (p) (q)Software/ServicesS+ 5.61% (10.95%), 3/4/202718,187 17,652 17,587 0.9 %
ADCS Clinics Intermediate Holdings, LLC (c) (f)HealthcareS+ 6.25% (11.57%), 5/7/2026488 482 463 0.0 %
ADCS Clinics Intermediate Holdings, LLC (c) (h)HealthcareS+ 6.25% (11.53%), 5/7/20273,924 3,882 3,870 0.2 %
ADCS Clinics Intermediate Holdings, LLC (c)HealthcareS+ 6.25% (11.75%), 5/7/2027126 125 124 0.0 %
ADCS Clinics Intermediate Holdings, LLC (c) (h) (p)HealthcareS+ 6.25% (11.79%), 5/7/202719,144 18,929 18,881 0.9 %
Alera Group Intermediate Holdings, Inc. (c) (h)FinancialsS+ 5.25% (10.68%). 10/2/202817,399 17,324 17,399 0.9 %
Alera Group Intermediate Holdings, Inc. (c) (h)FinancialsS+ 6.50% (11.93%), 10/2/20288,675 8,640 8,675 0.4 %
Alera Group Intermediate Holdings, Inc. (c) (f)FinancialsS+ 5.75% (11.18%), 10/2/2028248 247 248 0.0 %
American Rock Salt Company, LLC (h)ChemicalsS+ 4.00% (9.44%), 6/9/20282,013 2,009 1,745 0.1 %
Arch Global Precision, LLC (c) (f)IndustrialsS+ 4.75% (10.18%), 4/1/2025567 567 567 0.0 %
Arch Global Precision, LLC (c)IndustrialsS+ 4.75% (10.15%), 4/1/20262,326 2,330 2,326 0.1 %
Arch Global Precision, LLC (c) (p) (q)IndustrialsS+ 4.75% (10.15%), 4/1/20267,383 7,395 7,383 0.4 %
Arctic Holdco, LLC (c) (f)Paper & PackagingS+ 6.00% (11.41%), 12/23/20262,859 2,847 2,859 0.1 %
Arctic Holdco, LLC (c) (p) (q)Paper & PackagingS+ 6.00% (11.40%), 12/23/202659,885 59,135 59,885 3.0 %
Armada Parent, Inc. (c) (f) (h)IndustrialsS+ 5.75% (11.19%), 10/29/20273,228 3,178 3,123 0.2 %
Armada Parent, Inc. (c) (f)IndustrialsS+ 5.75%, 10/29/2027— (29)(127)0.0 %
Armada Parent, Inc. (c) (h)IndustrialsS+ 5.75% (11.19%), 10/29/202764,060 63,180 63,029 3.2 %
Avalara, Inc. (c) (f)Software/ServicesS+ 7.25%, 10/19/2028— (37)(112)0.0 %
Avalara, Inc. (c) (h)Software/ServicesS+ 7.25% (12.56%), 10/19/202860,192 59,127 59,072 3.0 %
Aventine Holdings, LLC (c) (h)Media/EntertainmentS+ 6.00% (11.41%) 4.00% PIK, 6/18/202715,875 15,703 15,667 0.8 %
Aventine Holdings, LLC (c) (h)Media/Entertainment10.25% PIK, 6/18/202739,860 39,333 39,246 2.0 %
Aventine Holdings, LLC (c) (h) (q)Media/EntertainmentS+ 6.00% (11.41%) 4.00% PIK, 6/18/202740,101 39,657 39,576 2.0 %
Axiom Global, Inc. (c) (p) (q)Business ServicesS+ 4.75% (10.18%), 10/1/202620,054 20,087 20,054 1.0 %
Azurite Intermediate Holdings, Inc. (c) (f)Software/ServicesS+ 6.50%, 3/19/2031— (169)(337)0.0 %
Azurite Intermediate Holdings, Inc. (c) (f)Software/ServicesS+ 6.50%, 3/19/2031— (54)(54)0.0 %
Azurite Intermediate Holdings, Inc. (c)Software/ServicesS+ 6.50% (11.83%), 3/19/20319,961 9,812 9,813 0.5 %
BCPE Oceandrive Buyer, Inc. (c) (h)HealthcareS+ 6.25% (11.66%), 3.00% PIK 12/29/20282,584 2,507 2,463 0.1 %
The accompanying notes are an integral part of these consolidated financial statements.
7
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
March 31, 2024
(Unaudited)
Portfolio Company (g) (o)IndustryAcquisition DateInvestment Coupon Rate/ Maturity (j)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
BCPE Oceandrive Buyer, Inc. (c)HealthcareS+ 6.00% (11.33%), 12/30/2026$4,984 $4,819 $4,752 0.2 %
BCPE Oceandrive Buyer, Inc. (c) (h) (q)HealthcareS+ 6.25% (11.66%), 3.00% PIK 12/29/20285,086 4,911 4,849 0.2 %
BCPE Oceandrive Buyer, Inc. (c) (h) (q)HealthcareS+ 6.25% (11.66%), 3.00% PIK 12/29/202830,518 29,462 29,096 1.5 %
Capstone Logistics (c)TransportationS+ 4.75% (10.18%), 11/12/20271,101 1,103 1,101 0.1 %
Capstone Logistics (c) (p)TransportationS+ 4.75% (10.18%), 11/12/202718,772 18,802 18,772 0.9 %
Center Phase Energy, LLC (c) (f)UtilitiesS+ 7.00% (12.44%), 6/23/2027154 69 71 0.0 %
Center Phase Energy, LLC (c) (h)UtilitiesS+ 7.00% (12.48%), 6/23/202710,305 10,168 10,177 0.5 %
Cold Spring Brewing, Co. (c) (p) (q)Food & BeverageS+ 4.75% (10.08%), 12/19/20256,079 6,088 6,079 0.3 %
Communication Technology Intermediate, LLC (c) (f)Business ServicesS+ 5.50% (10.93%), 5/5/20271,188 1,178 1,188 0.1 %
Communication Technology Intermediate, LLC (c) (h) (p)Business ServicesS+ 5.50% (10.93%), 5/5/202725,123 25,029 25,123 1.3 %
Communication Technology Intermediate, LLC (c) (h) (q)Business ServicesS+ 5.50% (10.93%), 5/5/20278,739 8,721 8,739 0.4 %
Community Brands ParentCo, LLC (c) (f)Software/ServicesS+ 5.50%, 2/24/2028— — (10)0.0 %
Community Brands ParentCo, LLC (c) (h)Software/ServicesS+ 5.50% (10.93%), 2/24/20289,037 8,906 8,874 0.4 %
Corfin Industries, LLC (c)IndustrialsS+ 6.00% (11.42%), 12/27/20271,578 1,580 1,578 0.1 %
Corfin Industries, LLC (c)IndustrialsS+ 6.00% (11.42%), 12/27/20279,605 9,620 9,605 0.5 %
Corfin Industries, LLC (c) (p) (q)IndustrialsS+ 6.00% (11.42%), 2/5/202616,142 16,166 16,142 0.8 %
Cornerstone Chemical, Co. (c) (l)Chemicals10.25%, 2.00% PIK 9/1/20271,262 381 884 0.0 %
Coronis Health, LLC (c) (h) (x)HealthcareS+ 6.25% (11.56%), 7/27/202924,771 23,606 13,624 0.7 %
Coronis Health, LLC (c) (x)HealthcareS+ 6.25% (11.56%), 7/28/20282,001 1,928 1,101 0.1 %
Demakes Borrower, LLC (c) (f)Food & BeverageS+ 6.25%, 12/12/2029— (16)(120)0.0 %
Demakes Borrower, LLC (c) (h) (p)Food & BeverageS+ 6.25% (11.57%), 12/12/202917,891 17,487 17,467 0.9 %
Division Holding Corp. (h)Business ServicesS+ 4.75% (10.19%), 5/26/20283,413 3,387 3,387 0.2 %
Dynagrid Holdings, LLC (c) (p)UtilitiesS+ 5.50% (10.95%), 12/18/20253,709 3,715 3,709 0.2 %
Dynagrid Holdings, LLC (c) (p) (q)UtilitiesS+ 5.50% (10.95%), 12/18/20259,056 9,070 9,056 0.5 %
Dynagrid Holdings, LLC (c) (q)UtilitiesS+ 5.50% (10.95%), 12/18/202513,505 13,527 13,505 0.7 %
Eliassen Group, LLC (c) (f) (h)Business ServicesS+ 5.50% (10.81%), 4/14/20281,368 1,357 1,329 0.1 %
Eliassen Group, LLC (c) (h) (q)Business ServicesS+ 5.50% (10.81%), 4/14/202817,106 16,986 16,956 0.8 %
Faraday Buyer, LLC (c) (f)UtilitiesS+ 6.00%, 10/11/2028— (17)(104)0.0 %
Faraday Buyer, LLC (c) (h)UtilitiesS+ 6.00% (11.31%), 10/11/202841,535 41,535 40,766 2.0 %
Faraday Buyer, LLC (c) (h) (p)UtilitiesS+ 6.00% (11.31%), 10/11/20288,799 8,601 8,636 0.4 %
The accompanying notes are an integral part of these consolidated financial statements.
8
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
March 31, 2024
(Unaudited)
Portfolio Company (g) (o)IndustryAcquisition DateInvestment Coupon Rate/ Maturity (j)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
FGT Purchaser, LLC (c) (f)ConsumerS+ 5.50%, 9/13/2027$— $(10)$— — %
FGT Purchaser, LLC (c) (h) (p)ConsumerS+ 5.50% (10.91%), 9/13/202730,499 30,399 30,499 1.5 %
Florida Food Products, LLC (c) (h)Food & BeverageS+ 5.00% (10.45%), 10/18/202812,473 12,297 11,600 0.6 %
Foresight Energy Operating, LLC (c)EnergyS+ 8.00% (13.41%), 6/30/20271,061 1,063 1,061 0.1 %
FR Flow Control Luxco 1 SARL (c) (h)IndustrialsS+ 5.50% (11.07%), 6/28/20264,406 4,377 4,406 0.2 %
Galway Borrower, LLC (c) (f)FinancialsS+ 5.25%, 9/29/2028— (22)— — %
Galway Borrower, LLC (c) (f)FinancialsS+ 5.25% (10.66%), 9/30/2028537 521 537 0.0 %
Galway Borrower, LLC (c) (h) (p)FinancialsS+ 5.25% (10.65%), 9/29/202843,164 43,038 43,164 2.2 %
Geosyntec Consultants, Inc. (c) (f)Business ServicesS+ 5.25%, 5/18/2027— (26)— — %
Geosyntec Consultants, Inc. (c) (h)Business ServicesS+ 5.25% (10.58%), 5/18/202938,272 37,782 38,272 1.9 %
Geosyntec Consultants, Inc. (c) (f) (h)Business ServicesS+ 5.25% (10.58%), 5/18/20299,203 9,067 9,203 0.5 %
Gogo Intermediate Holdings, LLC (a) (f)TelecomS+ 3.75%, 4/30/2026— — (16)0.0 %
Gordian Medical, Inc. (c) (h)HealthcareS+ 6.25% (11.90%), 1/31/20274,797 4,729 2,399 0.1 %
Green Energy Partners/Stonewall, LLC (c) (h)UtilitiesS+ 6.00% (11.57%), 11/12/202614,637 14,601 14,637 0.7 %
Hospice Care Buyer, Inc. (c) (f)HealthcareS+ 7.50% (12.40%), 5.00% PIK 12/9/20261,318 1,304 1,249 0.1 %
Hospice Care Buyer, Inc. (c)HealthcareS+ 7.50% (12.69%), 5.00% PIK 12/9/20262,151 2,106 2,100 0.1 %
Hospice Care Buyer, Inc. (c)HealthcareS+ 7.50% (12.40%),5.00% PIK 12/9/20264,647 4,551 4,536 0.2 %
Hospice Care Buyer, Inc. (c) (p)HealthcareS+ 7.50% (12.40%), 5.00% PIK 12/9/202624,949 24,430 24,350 1.2 %
Hospice Care Buyer, Inc. (c) (p)HealthcareS+ 7.50% (12.40%), 5.00% PIK 12/9/202618,477 18,092 18,033 0.9 %
ICR Operations, LLC (c) (f)Business ServicesS+ 5.25% (10.71%), 11/22/20272,935 2,880 2,825 0.1 %
ICR Operations, LLC (c)Business ServicesS+ 5.25% (10.71%), 11/22/202841,811 41,188 41,096 2.1 %
ICR Operations, LLC (c)Business ServicesS+ 5.25% (10.71%), 11/22/20282,272 2,238 2,233 0.1 %
ICR Operations, LLC (c) (f)Business ServicesS+ 5.25%, 11/22/2027— — (32)0.0 %
Ideal Tridon Holdings, Inc. (c) (f)IndustrialsS+ 6.75%, 4/5/2028— — (34)0.0 %
Ideal Tridon Holdings, Inc. (c) (p) (q)IndustrialsS+ 6.75% (12.08%), 4/5/202830,421 29,722 30,056 1.5 %
IG Investments Holdings, LLC (c) (f)Business ServicesS+ 6.00%, 9/22/2027— (8)(18)0.0 %
IG Investments Holdings, LLC (c) (h) (p)Business ServicesS+ 6.00% (11.41%), 9/22/202825,322 25,084 25,091 1.3 %
IG Investments Holdings, LLC (c) (h) (p)Business ServicesS+ 6.00% (11.41%), 9/22/2028456 453 452 0.0 %
Indigo Buyer, Inc. (c) (h)Paper & PackagingS+ 6.25% (11.66%), 5/23/202812,758 12,569 12,630 0.6 %
Indigo Buyer, Inc. (c)Paper & PackagingS+ 6.25% (11.66%), 5/23/20287,922 7,804 7,842 0.4 %
The accompanying notes are an integral part of these consolidated financial statements.
9
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
March 31, 2024
(Unaudited)
Portfolio Company (g) (o)IndustryAcquisition DateInvestment Coupon Rate/ Maturity (j)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
Indigo Buyer, Inc. (c) (h)Paper & PackagingS+ 6.25% (11.67%), 5/23/2028$29,828 $29,384 $29,529 1.5 %
Indigo Buyer, Inc. (c) (f)Paper & PackagingS+ 6.25% (11.67%), 5/23/20283,100 3,059 3,048 0.2 %
Integrated Efficiency Solutions, Inc. (c) (f) (v)Industrials7.50%, 12/31/2025210 210 210 0.0 %
Integrated Efficiency Solutions, Inc. (c) (v)Industrials7.50%, 12/31/20251,403 1,406 1,404 0.1 %
Integrated Global Services, Inc. (c) (q)IndustrialsS+ 6.00% (11.47%), 2/4/202610,611 10,628 10,611 0.5 %
Internap Corp. (c) (p)Business Services8.00%, 7.00% PIK 7/31/2028752 753 736 0.0 %
International Cruise & Excursions, Inc. (c) (q)Business ServicesS+ 5.35% (10.66%), 6/6/20254,787 4,593 4,150 0.2 %
IQN Holding Corp. (c) (f)Software/ServicesS+ 5.25%, 5/2/2028— (4)— — %
IQN Holding Corp. (c) (f)Software/ServicesS+ 5.25%, 5/2/2029— (6)— — %
IQN Holding Corp. (c) (h) (q)Software/ServicesS+ 5.25% (10.59%), 5/2/202917,316 17,201 17,316 0.9 %
J&K Ingredients, LLC (c) (h) (p)Food & BeverageS+ 6.25% (11.58%), 11/16/202812,438 12,165 12,151 0.6 %
K2 Intelligence Holdings, Inc. (c) (p) (q)Business ServicesP+ 4.75% (13.25%), 9/23/20245,954 5,547 5,388 0.3 %
Kissner Milling Co., Ltd. (h) (l)Industrials4.88%, 5/1/20285,258 5,042 4,897 0.2 %
Knowledge Pro Buyer, Inc. (c) (f) (h)Business ServicesS+ 5.75% (11.19%), 12/10/20275,615 5,594 5,615 0.3 %
Knowledge Pro Buyer, Inc. (c) (f)Business ServicesS+ 5.75% (11.18%), 12/10/20271,913 1,899 1,913 0.1 %
Knowledge Pro Buyer, Inc. (c) (h) (q)Business ServicesS+ 5.75% (11.18%), 12/10/202735,222 35,118 35,222 1.8 %
Labrie Environmental Group, LLC (a) (c)IndustrialsS+ 5.50% (10.93%), 9/1/202622,066 21,279 21,183 1.1 %
Lakeland Tours, LLC (c) (p) (q)Education8.00%, 9/25/20276,092 4,814 4,934 0.2 %
Lakeview Health Holdings, Inc. (c) (v)HealthcareP+ 6.00% (14.50%), 6.00% PIK 10/15/202497 97 97 0.0 %
Lakeview Health Holdings, Inc. (c) (v)HealthcareP+ 6.00% (14.50%), 6.00% PIK 10/15/20241,110 1,112 1,110 0.1 %
Lakeview Health Holdings, Inc. (c) (v) (x)HealthcareP+ 4.50% (13.00%), 10/15/20242,020 619 639 0.0 %
Liquid Tech Solutions Holdings, LLC (c) (h)IndustrialsS+ 4.75% (10.19%), 3/20/20285,383 5,367 5,383 0.3 %
LSF12 Donnelly Bidco, LLC (c) (h) (p)IndustrialsS+ 6.50% (11.83%), 10/2/202919,074 18,656 18,637 0.9 %
Manna Pro Products, LLC (c)ConsumerS+ 6.00% (11.43%), 12/10/20263,945 3,804 3,788 0.2 %
Manna Pro Products, LLC (c) (f)ConsumerS+ 6.00% (11.43%), 12/10/20261,962 1,892 1,854 0.1 %
Manna Pro Products, LLC (c) (q)ConsumerS+ 6.00% (11.43%), 12/10/20261,881 1,813 1,806 0.1 %
Manna Pro Products, LLC (c) (q)ConsumerS+ 6.00% (11.43%), 12/10/20266,764 6,521 6,494 0.3 %
Manna Pro Products, LLC (c) (q)ConsumerS+ 6.00% (11.43%), 12/10/202623,858 23,001 22,903 1.1 %
McDonald Worley, P.C. (c) (x)Business Services26.00% PIK, 12/31/202419,235 11,187 11,854 0.6 %
Mckissock Investment Holdings, LLC (h) (p)EducationS+ 5.00% (10.38%), 3/12/20293,875 3,849 3,882 0.2 %
MCS Acquisition Corp. (c)Business ServicesS+ 6.00% (11.59%), 10/2/2025762 764 762 0.0 %
The accompanying notes are an integral part of these consolidated financial statements.
10
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
March 31, 2024
(Unaudited)
Portfolio Company (g) (o)IndustryAcquisition DateInvestment Coupon Rate/ Maturity (j)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
Medical Depot Holdings, Inc. (c)HealthcareS+ 10.00% (15.41%), 9.00% PIK 6/1/2025$3,941 $3,947 $3,941 0.2 %
Medical Depot Holdings, Inc. (c) (p) (q)HealthcareS+ 9.50% (14.91%), 4.00% PIK 6/1/202521,274 19,897 19,653 1.0 %
Medical Management Resource Group, LLC (c) (h)HealthcareS+ 6.00% (11.40%), 9/30/20279,478 9,367 9,350 0.5 %
Medical Management Resource Group, LLC (c) (f)HealthcareS+ 6.00% (11.40%), 9/30/20261,080 1,065 1,053 0.1 %
Medical Management Resource Group, LLC (c) (h) (p)HealthcareS+ 6.00% (11.40%), 9/30/202722,950 22,679 22,640 1.1 %
MGTF Radio Company, LLC (c) (k)Media/EntertainmentS+ 6.00% (11.30%), 4/1/202545,396 45,016 37,225 1.9 %
Midwest Can Company, LLC (c) (p) (q)Paper & PackagingS+ 6.00% (11.30%), 3/2/202630,505 30,518 30,505 1.5 %
Miller Environmental Group, Inc. (c)Business ServicesS+ 6.50% (11.93%), 6/15/20251,324 1,325 1,324 0.1 %
Miller Environmental Group, Inc. (c) (p) (q)Business ServicesS+ 6.50% (11.96%), 3/15/202411,084 11,100 11,084 0.6 %
Miller Environmental Group, Inc. (c) (p) (q)Business ServicesS+ 6.50% (11.96%), 3/15/202410,139 10,154 10,139 0.5 %
Mirra-Primeaccess Holdings, LLC (c) (f)HealthcareS+ 6.50% (11.94%), 7/29/20268,442 8,411 8,442 0.4 %
Mirra-Primeaccess Holdings, LLC (c) (h)HealthcareS+ 6.50% (11.94%), 7/29/202669,332 69,169 69,332 3.5 %
Muth Mirror Systems, LLC (c) (p) (q)Technology11.00%, 4.00% PIK 4/23/202514,590 13,598 13,131 0.7 %
Muth Mirror Systems, LLC (c)Technology11.00%, 4.00% PIK 4/23/20251,314 1,226 1,183 0.1 %
New Star Metals, Inc. (c) (p) (q)IndustrialsS+ 5.00% (10.56%), 1/9/202631,999 30,730 30,556 1.5 %
Norvax, LLC (c) (f)Business ServicesS+ 6.50%, 6/30/2025— — (25)0.0 %
Odessa Technologies, Inc. (c) (f)Software/ServicesS+ 5.50%, 10/19/2027— (20)— — %
Odessa Technologies, Inc. (c) (h) (p)Software/ServicesS+ 5.50% (10.93%), 10/19/202720,604 20,542 20,604 1.0 %
ORG GC Holdings, LLC (c) (v)Business ServicesS+ 6.50% (12.06%), 6.50% PIK 11/29/202610,111 10,128 10,111 0.5 %
PetVet Care Centers, LLC (c) (f)HealthcareS+ 6.00%, 11/15/2030— (10)(76)0.0 %
PetVet Care Centers, LLC (c) (f)HealthcareS+ 6.00%, 11/15/2029— (20)(76)0.0 %
PetVet Care Centers, LLC (c) (h) (p) (q)HealthcareS+ 6.00% (11.33%), 11/15/203030,837 30,285 30,254 1.5 %
Pie Buyer, Inc. (c) (f) (h)Food & BeverageS+ 5.50% (10.95%), 4/5/20272,204 2,189 2,204 0.1 %
Pie Buyer, Inc. (c) (f)Food & BeverageS+ 5.50% (10.93%), 4/6/20262,194 2,186 2,194 0.1 %
Pie Buyer, Inc. (c) (h) (q)Food & BeverageS+ 5.50% (10.90%), 4/5/20272,877 2,869 2,877 0.1 %
Pie Buyer, Inc. (c) (h)Food & BeverageS+ 5.50% (10.95%), 4/5/20278,404 8,374 8,404 0.4 %
Pie Buyer, Inc. (c) (h) (q)Food & BeverageS+ 5.50% (10.98%), 4/5/202738,828 38,678 38,828 1.9 %
PlayPower, Inc. (c) (p) (q)IndustrialsS+ 5.50% (10.98%), 5/8/202623,364 21,841 21,682 1.1 %
Pluralsight, LLC (c)Software/ServicesS+ 8.00% (13.47%), 4/6/20272,240 2,167 1,967 0.1 %
Pluralsight, LLC (c) (h) (p)Software/ServicesS+ 8.00% (13.47%), 4/6/202726,325 25,216 23,111 1.2 %
The accompanying notes are an integral part of these consolidated financial statements.
11
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
March 31, 2024
(Unaudited)
Portfolio Company (g) (o)IndustryAcquisition DateInvestment Coupon Rate/ Maturity (j)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
Pluralsight, LLC (c) (h) (p)Software/ServicesS+ 8.00% (13.47%), 4/6/2027$9,408 $9,007 $8,259 0.4 %
Pluto Acquisition I, Inc. (c)HealthcareS+ 5.50% (10.69%), 6/20/20283,304 3,304 3,304 0.2 %
Point Broadband Acquisition, LLC (c) (h)TelecomS+ 6.00% (11.42%), 10/2/202811,592 11,542 11,592 0.5 %
Point Broadband Acquisition, LLC (c) (h) (p)TelecomS+ 6.00% (11.43%), 10/2/202827,502 27,368 27,502 1.4 %
Premiere Global Services, Inc. (c) (x)TelecomP+ 5.50% (14.00%), 6/8/20235,024 — — — %
Premiere Global Services, Inc. (c) (f) (x)TelecomP+ 5.50% (14.00%), 4/7/2023969 146 83 0.0 %
PSKW, LLC (c) (p) (q)HealthcareS+ 6.25% (11.68%), 3/9/202628,800 28,846 28,800 1.4 %
Questex, Inc. (c) (p) (q)Media/EntertainmentS+ 4.25% (9.72%), 9/9/202414,531 14,338 14,531 0.7 %
Reddy Ice Corp. (c)Food & BeverageS+ 5.00% (10.48%), 7/1/20251,754 1,732 1,754 0.1 %
Reddy Ice Corp. (c) (f)Food & BeverageP+ 4.00% (12.50%), 7/1/2025123 123 123 0.0 %
Reddy Ice Corp. (c)Food & BeverageS+ 5.00% (10.48%), 7/1/20251,443 1,425 1,443 0.1 %
Reddy Ice Corp. (c)Food & BeverageS+ 5.00% (10.48%), 7/1/20254,753 4,694 4,753 0.2 %
Reddy Ice Corp. (c) (f)Food & BeverageS+ 5.00% (10.48%), 7/1/20255,650 5,580 5,650 0.3 %
Reddy Ice Corp. (c) (p) (q)Food & BeverageS+ 5.00% (10.48%), 7/1/202518,705 18,473 18,705 0.9 %
Reddy Ice Corp. (c) (p) (q)Food & BeverageS+ 5.00% (10.48%), 7/1/20253,659 3,613 3,659 0.2 %
Relativity Oda, LLC (c) (f)Software/ServicesS+ 6.50%, 5/12/2027— (3)— — %
Relativity Oda, LLC (c) (h) (q)Software/ServicesS+ 6.50% (11.93%), 5/12/20277,717 7,695 7,717 0.4 %
REP TEC Intermediate Holdings, Inc. (c) (p) (q)Software/ServicesS+ 5.50% (10.80%), 6/19/20252,028 1,988 2,028 0.1 %
REP TEC Intermediate Holdings, Inc. (c) (p) (q)Software/ServicesS+ 5.50% (10.80%), 6/19/202522,638 22,672 22,638 1.1 %
Roadsafe Holdings, Inc. (c) (h)IndustrialsS+ 5.75% (11.18%), 10/19/202714,321 14,295 14,321 0.7 %
Roadsafe Holdings, Inc. (c) (h) (q)IndustrialsS+ 5.75% (11.22%), 10/19/202710,943 10,913 10,943 0.5 %
RSC Acquisition, Inc. (c) (h)FinancialsS+ 5.50% (10.99%), 11/1/20297,170 7,179 7,170 0.4 %
RSC Acquisition, Inc. (c)FinancialsS+ 6.00% (11.32%), 11/1/20293,996 3,998 3,996 0.2 %
RSC Acquisition, Inc. (c) (h) (q)FinancialsS+ 5.50% (10.95%), 11/1/202921,760 21,759 21,760 1.1 %
Saturn SHC Buyer Holdings, Inc. (c) (f)HealthcareS+ 6.00%, 11/18/2027— (49)— — %
Saturn SHC Buyer Holdings, Inc. (c) (h)HealthcareS+ 5.50% (10.94%), 11/18/202712,993 12,802 12,993 0.7 %
Saturn SHC Buyer Holdings, Inc. (c) (h) (p)HealthcareS+ 5.50% (10.94%), 11/18/202737,166 37,041 37,166 1.9 %
SCIH Salt Holdings, Inc. (c) (f)IndustrialsS+ 4.00%, 3/17/2025— (2)2 0.0 %
SCIH Salt Holdings, Inc. (h)IndustrialsS+ 4.00% (9.44%), 3/16/20271,082 1,078 1,084 0.1 %
Sherlock Buyer Corp. (c) (f)Business ServicesS+ 5.75%, 12/8/2027— (8)— — %
Sherlock Buyer Corp. (c) (h) (q)Business ServicesS+ 5.75% (11.16%), 12/8/202815,840 15,780 15,840 0.8 %
The accompanying notes are an integral part of these consolidated financial statements.
12
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
March 31, 2024
(Unaudited)
Portfolio Company (g) (o)IndustryAcquisition DateInvestment Coupon Rate/ Maturity (j)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
Simplifi Holdings, Inc. (c) (f)Media/EntertainmentS+ 5.50% (10.93%), 10/1/2026$894 $868 $812 0.0 %
Simplifi Holdings, Inc. (c) (h) (p)Media/EntertainmentS+ 5.50% (10.93%), 10/1/202750,427 49,765 49,671 2.4 %
SitusAMC Holdings Corp. (c) (h)FinancialsS+ 5.50% (10.90%), 12/22/20276,341 6,301 6,341 0.3 %
St. Croix Hospice Acquisition Corp. (c)HealthcareS+ 6.00% (11.42%), 10/30/20262,773 2,778 2,773 0.1 %
St. Croix Hospice Acquisition Corp. (c) (q)HealthcareS+ 6.00% (11.42%), 10/30/202625,096 25,137 25,096 1.3 %
Striper Buyer, LLC (c) (h) (p)Paper & PackagingS+ 5.50% (10.93%), 12/30/202616,958 16,940 16,958 0.8 %
SunMed Group Holdings, LLC (c) (f)HealthcareS+ 5.50%, 6/16/2027— (3)(13)0.0 %
SunMed Group Holdings, LLC (c) (h) (p)HealthcareS+ 5.50% (10.91%), 6/16/202812,665 12,507 12,477 0.6 %
Tax Defense Network, LLC (c) (v) (x)ConsumerP+ 6.00% (14.50%), 6.00% PIK 3/31/202348,416 927 804 0.0 %
Tax Defense Network, LLC (c) (v) (x)ConsumerP+ 6.00% (14.50%), 6.00% PIK 3/31/20238,594 164 143 0.0 %
Tax Defense Network, LLC (c) (v) (x)Consumer12.00% PIK, 3/31/20234,877 4,742 4,877 0.2 %
The NPD Group, LP (c) (f)Business ServicesS+ 5.75% (11.08%), 12/1/20271,604 1,578 1,604 0.1 %
The NPD Group, LP (c) (h)Business ServicesS+ 6.25% (11.58%), 2.75% PIK 12/1/202852,214 51,509 52,214 2.5 %
Therapy Brands Holdings, LLC (c) (h) (p)HealthcareS+ 4.00% (9.45%), 5/18/20286,060 6,062 6,060 0.3 %
Tivity Health, Inc. (c) (h)HealthcareS+ 6.00% (11.31%), 6/28/202931,699 31,059 31,699 1.6 %
Trinity Air Consultants Holdings Corp. (c) (h)Business ServicesS+ 5.75% (11.10%), 6/29/20275,878 5,856 5,878 0.3 %
Trinity Air Consultants Holdings Corp. (c) (f) (h)Business ServicesS+ 5.75% (11.16%), 6/29/20277,450 7,442 7,450 0.4 %
Trinity Air Consultants Holdings Corp. (c) (f)Business ServicesS+ 5.75%, 6/29/2027— (9)— — %
Trinity Air Consultants Holdings Corp. (c) (h) (p)Business ServicesS+ 5.75% (11.29%), 6/29/202729,212 29,141 29,212 1.5 %
Triple Lift, Inc. (c) (f)Software/ServicesS+ 5.75% (11.22%), 5/5/20281,799 1,733 1,611 0.1 %
Triple Lift, Inc. (c) (h) (q)Software/ServicesS+ 5.75% (11.23%), 5/5/202839,687 38,502 38,100 1.9 %
University of St. Augustine Acquisition Corp. (c) (p) (q)EducationS+ 4.25% (9.68%), 2/2/202622,976 23,011 22,976 1.1 %
Urban One, Inc. (l)Media/Entertainment1/24/20247.38%, 2/1/20281,561 1,364 1,329 0.1 %
US Oral Surgery Management Holdco, LLC (c) (h)HealthcareS+ 6.00% (11.41%), 11/18/20276,997 6,932 6,927 0.3 %
US Oral Surgery Management Holdco, LLC (c) (h)HealthcareS+ 6.50% (11.91%), 11/18/20276,098 6,064 6,098 0.3 %
US Oral Surgery Management Holdco, LLC (c) (f)HealthcareS+ 6.00% (11.25%), 11/18/20271,340 1,327 1,249 0.1 %
US Oral Surgery Management Holdco, LLC (c) (f)HealthcareS+ 6.00%, 11/18/2027— (6)(17)0.0 %
US Oral Surgery Management Holdco, LLC (c) (h) (p)HealthcareS+ 6.00% (11.43%), 11/18/202717,668 17,470 17,491 0.9 %
US Salt Investors, LLC (c) (f)ChemicalsS+ 5.50%, 7/20/2026— (10)(58)0.0 %
US Salt Investors, LLC (c) (h)ChemicalsS+ 5.25% (10.71%), 7/19/202828,147 27,703 27,621 1.4 %
The accompanying notes are an integral part of these consolidated financial statements.
13
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
March 31, 2024
(Unaudited)
Portfolio Company (g) (o)IndustryAcquisition DateInvestment Coupon Rate/ Maturity (j)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
Vensure Employer Services, Inc. (c) (f)Business ServicesS+ 5.25% (10.57%), 3/26/2027$3,776 $3,771 $3,776 0.2 %
Vensure Employer Services, Inc. (c) (h) (q)Business ServicesS+ 4.75% (10.08%), 3/26/202716,456 16,456 16,456 0.8 %
Victors CCC Buyer, LLC (c) (f)Business ServicesS+ 5.75%, 6/1/2029— (14)— — %
Victors CCC Buyer, LLC (c) (h)Business ServicesS+ 5.75% (11.17%), 6/1/202923,881 23,518 23,881 1.2 %
Victors CCC Buyer, LLC (c) (f)Business ServicesS+ 5.75%, 6/1/2029— (20)— — %
West Coast Dental Services, Inc. (c) (h)HealthcareS+ 5.75% (11.21%), 7/1/20281,660 1,626 1,635 0.1 %
West Coast Dental Services, Inc. (c) (f)HealthcareS+ 5.75% (11.21%), 7/1/20283,148 3,089 3,093 0.2 %
West Coast Dental Services, Inc. (c) (h)HealthcareS+ 5.75% (11.21%), 7/1/202827,850 27,366 27,432 1.4 %
Westwood Professional Services, Inc. (c) (h)Business ServicesS+ 5.50% (10.93%), 5/26/20263,847 3,841 3,847 0.2 %
Westwood Professional Services, Inc. (c) (f)Business ServicesS+ 6.00%, 5/26/2026— (1)— — %
Westwood Professional Services, Inc. (c) (h) (q)Business ServicesS+ 5.50% (10.93%), 5/26/202612,084 12,061 12,084 0.6 %
Westwood Professional Services, Inc. (c) (h) (q)Business ServicesS+ 5.50% (10.93%), 5/26/202618,502 18,163 18,502 0.9 %
WHCG Purchaser III, Inc. (c) (f)HealthcareS+ 5.75% (11.31%), 6/22/20266,030 5,096 4,597 0.2 %
WHCG Purchaser III, Inc. (c) (h)HealthcareS+ 5.75% (11.31%), 6/22/202810,026 7,688 6,582 0.3 %
WHCG Purchaser III, Inc. (c) (h) (p)HealthcareS+ 5.75% (11.31%), 6/22/202841,255 31,472 27,092 1.4 %
WIN Holdings III Corp. (c) (f)ConsumerS+ 5.25% (10.68%), 7/16/20261,589 1,566 1,589 0.1 %
WIN Holdings III Corp. (c) (h) (p)ConsumerS+ 5.25% (10.68%), 7/16/202841,683 41,561 41,683 2.1 %
Zendesk, Inc. (c) (f)Software/ServicesS+ 6.25%, 11/22/2028— (41)(275)0.0 %
Zendesk, Inc. (c) (f)Software/ServicesS+ 6.25%, 11/22/2028— (34)(113)0.0 %
Zendesk, Inc. (c) (m) (n)Software/ServicesS+ 6.25% (11.57%), 11/22/202865,685 65,057 64,555 3.2 %
Subtotal Senior Secured First Lien Debt$2,633,399 $2,603,522 130.3 %
Senior Secured Second Lien Debt - 8.1% (b)
American Rock Salt Company, LLC (c) (h)ChemicalsS+ 7.25% (12.69%), 6/11/2029$6,010 $5,955 $5,411 0.3 %
Anchor Glass Container Corp. (c) (x)Paper & PackagingS+ 7.75% (13.63%), 6/7/20266,980 2,338 2,492 0.1 %
Aruba Investments Holdings, LLC (c) (q)ChemicalsS+ 7.75% (13.18%), 11/24/20283,759 3,616 3,604 0.2 %
ASP LS Acquisition Corp. (c) (h)TransportationS+ 7.50% (13.07%), 5/7/20294,275 4,265 3,533 0.2 %
CommerceHub, Inc. (c)TechnologyS+ 7.00% (12.48%), 12/29/20289,658 8,262 8,210 0.5 %
Corelogic, Inc. (h)Business ServicesS+ 6.50% (11.95%), 6/4/202915,453 14,303 14,503 0.7 %
HAH Group Holding Company, LLC (c) (p)HealthcareS+ 8.50% (13.94%), 10/30/202812,445 12,465 12,445 0.6 %
Integrated Efficiency Solutions, Inc. (c) (v)Industrials10.00% PIK, 12/31/20261,797 880 821 0.1 %
The accompanying notes are an integral part of these consolidated financial statements.
14
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
March 31, 2024
(Unaudited)
Portfolio Company (g) (o)IndustryAcquisition DateInvestment Coupon Rate/ Maturity (j)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
ORG GC Holdings, LLC (c) (v)Business Services18.00% PIK, 11/29/2027$5,133 $4,860 $4,831 0.2 %
Pluto Acquisition I, Inc. (c) (p)HealthcareS+ 8.75% (14.07%), 12/20/202831,350 24,964 24,478 1.2 %
Project Boost Purchaser, LLC (c)Business ServicesS+ 8.00% (13.44%), 5/31/20271,848 1,851 1,848 0.1 %
RealPage, Inc. (h) (q)Software/ServicesS+ 6.50% (11.95%), 4/23/202919,092 19,040 18,885 0.9 %
Therapy Brands Holdings, LLC (c) (h) (p)HealthcareS+ 6.75% (12.20%), 5/18/20296,601 6,593 6,601 0.3 %
TRC Cos, Inc. (c) (h)IndustrialsS+ 6.75% (12.19%), 12/7/20297,045 6,993 6,742 0.4 %
USIC Holdings, Inc. (c) (h) (p)Business ServicesS+ 6.50% (12.06%), 5/14/20294,124 4,022 3,975 0.2 %
Victory Buyer, LLC (c) (h)IndustrialsS+ 7.00% (12.59%), 11/19/202945,990 43,702 42,679 2.1 %
Subtotal Senior Secured Second Lien Debt$164,109 $161,058 8.1 %
Subordinated Debt - 6.8% (b)
Post Road Equipment Finance, LLC (c) (f) (k) (m) (n)FinancialsS+ 7.75% (13.06%), 12/31/2028$20,000 $19,995 $20,000 1.0 %
Post Road Equipment Finance, LLC (c) (f) (k)FinancialsS+ 7.75%, 12/31/2028— 7 — — %
Post Road Equipment Finance, LLC (c) (k) (m) (n)FinancialsS+ 7.75% (13.06%), 12/31/202862,600 62,619 62,600 3.1 %
Siena Capital Finance, LLC (c) (k)Financials12.50%, 11/26/202654,500 54,590 54,500 2.7 %
Smile Brands, Inc. (c)Healthcare14.50% PIK, 10/12/202847 47 47 0.0 %
Subtotal Subordinated Debt$137,258 $137,147 6.8 %
Collateralized Securities - Debt Investment - 0.7%
NewStar Arlington Senior Loan Program, LLC 14-1A FR (a) (c) (l) (v)Diversified Investment Vehicles1/24/2024S+ 11.00% (16.59%), 4/25/2031$4,750 $4,178 $4,237 0.2 %
Newstar Fairfield Fund CLO, Ltd. 2015-1RA F (a) (c) (l) (v)Diversified Investment Vehicles1/24/2024S+ 7.50% (13.08%), 1/20/20279,947 9,201 7,233 0.4 %
Whitehorse, Ltd. 14-1A E (a) (c) (l)Diversified Investment Vehicles1/24/2024S+ 4.55% (10.12%), 5/1/20262,203 1,904 1,878 0.1 %
Sub Total Collateralized Securities - Debt Investment$15,283 $13,348 0.7 %
Collateralized Securities - Equity Investment (u) - 0.2%
NewStar Arlington Senior Loan Program, LLC 14-1A SUB (a) (c) (l) (s) (v)Diversified Investment Vehicles1/24/202415.69%, 4/25/2031$31,603 $4,763 $4,061 0.2 %
Newstar Fairfield Fund CLO, Ltd. 2015-1RA SUB (a) (c) (l) (s) (v)Diversified Investment Vehicles1/24/20240.00%, 1/20/202731,575 — — — %
Sub Total Collateralized Securities - Equity Investment$4,763 $4,061 0.2 %
Equity/Other - 27.9% (b) (d)
Black Mountain Sand, LLC (c) (e) (l) (y)Energy1/24/202455,463 $2,174 $2,170 0.1 %
Center Phase Energy, LLC (c) (i) (l)Utilities6/23/20221,680 1,680 1,742 0.1 %
Cirque Du Soleil Holding USA Newco, Inc. (a) (e) (l)Media/Entertainment1/24/2024539,708 5,703 5,946 0.3 %
The accompanying notes are an integral part of these consolidated financial statements.
15
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
March 31, 2024
(Unaudited)
Portfolio Company (g) (o)IndustryAcquisition DateInvestment Coupon Rate/ Maturity (j)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
Cirque Du Soleil Holding USA Newco, Inc. (a) (e) (l)Media/Entertainment1/24/2024874,000 $2,519 $2,570 0.1 %
Clover Technologies Group, LLC (c) (e) (l)Industrials1/24/20242,753 341 341 0.0 %
Clover Technologies Group, LLC (c) (e) (l)Industrials1/24/2024180,274 — — — %
Cornerstone Chemical, Co. (c) (e) (l)Chemicals1/24/2024327,378 11,626 11,609 0.6 %
CRS-SPV, Inc. (c) (e) (l) (v)Industrials1/24/2024246 1,561 1,559 0.1 %
Danish CRJ, Ltd. (a) (c) (e) (k) (l) (w)Transportation1/24/20245,002 — — — %
Del Real, LLC (c) (e) (l) (y)Food & Beverage1/24/2024670,510 524 523 0.0 %
Dyno Acquiror, Inc. (c) (e) (l)Consumer1/24/2024134,102 21 21 0.0 %
FBLC Senior Loan Fund, LLC (a) (c) (k) (l) (r)Diversified Investment Vehicles1/24/2024304,934 305,434 304,934 15.3 %
First Eagle Greenway Fund II, LLC (a) (e) (l) (v)Diversified Investment Vehicles1/24/20245,329 375 338 0.0 %
Foresight Energy Operating, LLC (c) (e) (l) (y)Energy1/24/2024158,093 3,063 2,609 0.1 %
Integrated Efficiency Solutions, Inc. (c) (e) (l) (v) (y)Industrials1/24/202457,427 — — — %
Integrated Efficiency Solutions, Inc. (c) (e) (l) (v) (y)Industrials1/24/202455,991 — — — %
Internap Corp. (c) (e) (l) (p)Business Services1/24/20241,596,606 1,599 910 0.1 %
Jakks Pacific, Inc. (e)Consumer17,384 456 429 0.0 %
Kahala Ireland OpCo Designated Activity Company (a) (c) (e) (k) (l) (t)Transportation1/24/20241 — — — %
Kahala Ireland OpCo Designated Activity Company (a) (c) (e) (k) (l) (t)Transportation1/24/20243,250,000 539 552 0.0 %
Kahala US OpCo, LLC (a) (c) (e) (k) (l) (aa)Transportation1/24/20248,869,744 — — — %
Lakeview Health Holdings, Inc. (c) (e) (l) (v)Healthcare1/24/20245,272 — — — %
McDonald Worley, P.C. (c) (e) (l)Business Services1/24/202420,167 3,118 2,751 0.1 %
MCS Acquisition Corp. (c) (e) (l)Business Services1/24/202431,521 748 747 0.0 %
MCS Acquisition Corp. (c) (e) (l)Business Services1/24/2024693,977 695 694 0.0 %
MGTF Holdco, LLC (c) (e) (k) (l) (y)Media/Entertainment1/24/2024402,000 — — — %
Motor Vehicle Software Corp. (c) (e) (l) (z)Business Services1/24/2024223,503 339 338 0.0 %
Muth Mirror Systems, LLC (c) (e) (l) (y)Technology1/24/202422,819 — — — %
Muth Mirror Systems, LLC (c) (e) (l) (y)Technology1/24/2024153,038 — — — %
ORG GC Holdings, LLC (c) (e) (l) (v) (y)Business Services1/24/20241,771 — — — %
ORG GC Holdings, LLC (c) (e) (l) (v) (y)Business Services1/24/202493,380 — — — %
PennantPark Credit Opportunities Fund II, LP (a) (e) (l) (v)Diversified Investment Vehicles1/24/20248,739 962 901 0.1 %
Point Broadband Acquisition, LLC (c) (e) (i) (l) (y)Telecom10/1/20213,710,315 4,941 5,491 0.3 %
Post Road Equipment Finance, LLC (c) (i) (k) (l) (y)Financials12/30/2021109,388 119,502 119,233 6.0 %
The accompanying notes are an integral part of these consolidated financial statements.
16
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
March 31, 2024
(Unaudited)
Portfolio Company (g) (o)IndustryAcquisition DateInvestment Coupon Rate/ Maturity (j)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
Resolute Investment Managers, Inc. (c) (e) (l)Financials1/24/202461,958 $2,026 $2,022 0.1 %
RMP Group, Inc. (c) (e) (l) (y)Financials1/24/2024223 333 332 0.0 %
Siena Capital Finance, LLC (c) (k) (l)Financials1/24/202441,789,400 77,437 77,310 3.9 %
Skillsoft Corp. (e)Technology12,435 187 112 0.0 %
Smile Brands, Inc. (c) (e) (l)Healthcare1/24/2024860 — — — %
Squan Holding Corp. (c) (e) (l)Telecom1/24/2024180,835 — — — %
Tax Defense Network, LLC (c) (e) (l) (v)Consumer1/24/2024147,099 — — — %
Tax Defense Network, LLC (c) (e) (l) (v)Consumer1/24/2024633,382 — — — %
Tennenbaum Waterman Fund, LP (a) (e) (l) (v)Diversified Investment Vehicles1/24/202410,000 8,768 8,767 0.4 %
Travelpro Products, Inc. (a) (c) (e) (l)Consumer1/24/2024447,007 913 912 0.1 %
United Biologics, LLC (c) (e) (l) (y)Healthcare1/24/20244,206 — — — %
United Biologics, LLC (c) (e) (l) (y)Healthcare1/24/20243,155 — — — %
United Biologics, LLC (c) (e) (l) (y)Healthcare1/24/202499,236 — — — %
United Biologics, LLC (c) (e) (l) (y)Healthcare1/24/202439,769 — — — %
United Biologics, LLC (c) (e) (l) (y)Healthcare1/24/2024223 — — — %
USASF Holdco, LLC (c) (e) (l) (y)Financials1/24/202410,000 — — — %
USASF Holdco, LLC (c) (e) (l) (y)Financials1/24/2024490 — — — %
USASF Holdco, LLC (c) (e) (l) (y)Financials1/24/2024139 — — — %
World Business Lenders, LLC (c) (e) (l)Financials1/24/2024922,669 1,617 1,615 0.1 %
WPNT, LLC (c) (e) (k) (l) (y)Media/Entertainment1/24/2024402,000 — — — %
YummyEarth, Inc. (c) (e) (l)Food & Beverage1/24/2024223 — — — %
Subtotal Equity/Other$559,201 $557,478 27.9 %
Total Investments - 174.0% (b)$3,514,013 $3,476,614 174.0 %

(a)    All of the Company's investments, except the investments noted by this footnote, are qualifying assets under Section 55(a) of the Investment Company Act of 1940, as amended (the "1940 Act"). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. At March 31, 2024, qualifying assets represent90.1% of the Company's total assets.
(b)    Percentages are based on net assets attributable to common stock as of March 31, 2024.
(c)    The fair value of investments with respect to securities for which market quotations are not readily available is determined in good faith by the Company's Board of Directors (as defined below) as required by the 1940 Act. Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).
(d)    All amounts are in thousands except share amounts.
(e)    Non-income producing at March 31, 2024.
(f)    Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee. The negative fair value, if applicable, is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative amortized cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. Please refer to Note 6 - Commitments and Contingencies for additional details.
(g)    Unless otherwise indicated, all investments in the consolidated schedules of investments are non-affiliated, non-controlled investments.
(h)    The Company's investment or a portion thereof is pledged as collateral under the JPM Credit Facility (as defined in Note 5).
(i)    Investments are held in the taxable wholly-owned, consolidated subsidiary, FBCC EEF Holdings LLC.
The accompanying notes are an integral part of these consolidated financial statements.
17
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
March 31, 2024
(Unaudited)
(j)    The majority of the investments bear interest at a rate that may be determined by reference Secured Overnight Financing Rate (“SOFR” or “S”), or Prime ("P") and which reset daily, monthly, quarterly, or semiannually. For each, the Company has provided the spread over the relevant reference rate and the current interest rate in effect at March 31, 2024. Certain investments are subject to reference rate floors. For fixed rate loans, a spread above a reference rate is not applicable. For floating rate securities, the all-in rate is disclosed within parentheses.
(k)    The provisions of the 1940 Act classify investments based on the level of control that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when the Company owns 25% or less of the portfolio company’s outstanding voting securities and/or does not have the power to exercise control over the management or policies of such portfolio company. A company is generally presumed to be “controlled” when the Company owns more than 25% of the portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company. The Company classifies this investment as “controlled”.

(l)    Securities exempt from registration under the Securities Act of 1933, (as defined below), and may be deemed to be “restricted securities”. As of March 31, 2024, the aggregate fair value of these securities is $581.5 million or 29.1% of the Company’s net assets. The initial acquisition dates have been included for such securities.

(m) The Company’s investment or a portion thereof is held through a total return swap agreement with Nomura Global Finanical Products Inc. (“Nomura”).

(n) 40% of the Company’s investment is pledged as collateral under the total return swap agreement with Nomura.

(o) Unless otherwise indicated, all of the Company's investments or a portion thereof are pledged as collateral under the JPM Revolver Facility.

(p)The Company's investment or a portion thereof is pledged as collateral under the FBLC JPM Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.

(q) The Company's investment or a portion thereof is pledged as collateral under the Wells Fargo Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.

(r) The Company's investment falls under the definition of a significant subsidiary, as it exceeded the threshold of at least one of the tests under Rule 4-08(g), or exceeded the threshold of at least one of the tests under Rule 3-09. See Note 3 for summarized financial information.

(s)     The Collateralized Securities - subordinated notes are treated as equity investments and are entitled to recurring distributions which are generally equal to the remaining cash flow of the payments made by the underlying fund’s securities less contractual payments to debt holders and fund expenses. The estimated yield indicated is based upon a current projection of the amount and timing of these recurring distributions and the estimated amount of repayment of principal upon termination. Such projections are periodically reviewed and adjusted, and the estimated yield may not ultimately be realized.

(t)     The Company's investment is held through the consolidated subsidiary, Kahala Aviation Holdings, LLC, which owns 100% of the equity of the operating company, Kahala Ireland OpCo Designated Activity Company.

(u)     For equity investments in Collateralized Securities, the effective yield is presented in place of the investment coupon rate for each investment. Refer to footnote (s) for a further description of an equity investment in a Collateralized Security.

(v)    The provisions of the 1940 Act classify investments further based on the level of ownership that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as "non-affiliated" when the Company owns less than 5% of a portfolio company's outstanding voting securities and "affiliated" when the Company owns 5% or more of a portfolio company's outstanding voting securities. The Company classifies this investment as "affiliated".

(w) The Company's investment is held through the consolidated subsidiary, Kahala Aviation Holdings, LLC, which owns 49% of the operating company, Danish CRJ LTD.

(x)     The investment is on non-accrual status as of March 31, 2024.

(y)     Investments are held in the taxable wholly-owned, consolidated subsidiary, 54th Street Equity Holdings, Inc.

(z)     The investment is held through BSP TCAP Acquisition Holdings LP, which is an affiliated acquisition entity. Due to certain restrictions, such as limits on the number of partners allowable within the equity structures of the newly acquired investments, these investments are still held within the acquisition entity as of March 31, 2024.

(aa)     The Company's investment is held through the consolidated subsidiaries, Kahala Aviation Holdings, LLC and Kahala Aviation US, Inc., which own 100% of the equity of the operating company, Kahala US OpCo LLC.

The accompanying notes are an integral part of these consolidated financial statements.
18
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
March 31, 2024
(Unaudited)
The following table shows the portfolio composition by industry grouping based on fair value at March 31, 2024:
Investments at Fair ValuePercentage of Total Portfolio
Healthcare$604,354 17.3 %
Business Services515,512 14.7 %
Financials446,902 12.9 %
Software/Services336,082 9.7 %
Diversified Investment Vehicles (1)
332,349 9.6 %
Industrials331,109 9.5 %
Media/Entertainment206,573 5.9 %
Paper & Packaging165,748 4.8 %
Food & Beverage138,294 4.0 %
Consumer117,802 3.4 %
Utilities102,195 2.9 %
Chemicals50,816 1.5 %
Telecom44,652 1.3 %
Education31,792 0.9 %
Transportation23,958 0.7 %
Technology22,636 0.7 %
Energy5,840 0.2 %
Total$3,476,614 100.0 %
_____________
(1)Includes the Company's investment in FBLC Senior Loan Fund, LLC, which represents 8.8% of the Company’s investments at fair value as of March 31, 2024.
The accompanying notes are an integral part of these consolidated financial statements.
19
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
December 31, 2023

Portfolio Company (g)IndustryAcquisition DateInvestment Coupon Rate/ Maturity (j)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
Senior Secured First Lien Debt - 162.9% (b)
1236904 BC, Ltd. (c) (h)Software/ServicesS+ 7.50% (12.97%), 3/4/2027$4,183 $4,132 $4,247 1.1 %
ADCS Clinics Intermediate Holdings, LLC (c)HealthcareS+ 6.25% (11.75%), 5/7/202737 37 37 0.0 %
ADCS Clinics Intermediate Holdings, LLC (c) (h)HealthcareS+ 6.25% (11.79%), 5/7/20275,698 5,630 5,620 1.4 %
ADCS Clinics Intermediate Holdings, LLC (c) (h)HealthcareS+ 6.25% (11.53%), 5/7/20271,168 1,154 1,152 0.3 %
ADCS Clinics Intermediate Holdings, LLC (c) (f)HealthcareS+ 6.25%, 5/7/2026— (6)(7)0.0 %
Alera Group Intermediate Holdings, Inc. (c) (h)FinancialsS+ 6.50% (11.95%), 10/2/20282,866 2,818 2,866 0.7 %
Alera Group Intermediate Holdings, Inc. (c) (f) (h)FinancialsS+ 6.50% (11.96%), 10/2/20285,006 4,908 5,006 1.3 %
Alera Group Intermediate Holdings, Inc. (c) (f)FinancialsS+ 5.75%, 10/2/2028— — — — %
American Rock Salt Company, LLC (h)ChemicalsS+ 4.00% (9.47%), 6/9/20282,018 2,013 1,900 0.5 %
Armada Parent, Inc. (c) (h)IndustrialsS+ 5.75% (11.24%), 10/29/202719,959 19,669 19,637 5.1 %
Armada Parent, Inc. (c) (f) (h)IndustrialsS+ 5.75% (11.24%), 10/29/20271,006 985 973 0.3 %
Armada Parent, Inc. (c) (f)IndustrialsS+ 5.75%, 10/29/2027— (31)(39)0.0 %
Avalara, Inc. (c) (h)Software/ServicesS+ 7.25% (12.60%), 10/19/202819,896 19,472 19,526 5.0 %
Avalara, Inc. (c) (f)Software/ServicesS+ 7.25%, 10/19/2028— (40)(37)0.0 %
Aventine Holdings, LLC (c) (h)Media/EntertainmentS+ 6.00% (11.47%) 4.00% PIK, 6/18/20274,908 4,849 4,844 1.2 %
Aventine Holdings, LLC (c) (h)Media/Entertainment10.25% PIK, 6/18/202712,455 12,278 12,263 3.2 %
Aventine Holdings, LLC (c) (h)Media/EntertainmentS+ 6.00% (11.47%) 4.00% PIK, 6/18/202712,397 12,238 12,234 3.2 %
BCPE Oceandrive Buyer, Inc. (c)HealthcareS+ 6.00% (11.46%), 12/29/20281,559 1,538 1,486 0.4 %
BCPE Oceandrive Buyer, Inc. (c) (h)HealthcareS+ 6.25% (11.73%) 3.00% PIK, 12/29/2028802 802 765 0.2 %
BCPE Oceandrive Buyer, Inc. (c) (h)HealthcareS+ 6.25% (11.73%) 3.00% PIK, 12/29/20281,579 1,553 1,505 0.4 %
BCPE Oceandrive Buyer, Inc. (c) (h)HealthcareS+ 6.25% (11.73%) 3.00% PIK, 12/29/20289,475 9,315 9,033 2.3 %
Center Phase Energy, LLC (c) (h)UtilitiesS+ 7.00% (12.46%), 6/23/202710,305 10,159 10,131 2.6 %
Center Phase Energy, LLC (c) (f)UtilitiesS+ 7.00%, 6/23/2027— (91)(111)0.0 %
Communication Technology Intermediate, LLC (c) (h)Business ServicesS+ 5.50% (10.96%), 5/5/20277,478 7,345 7,478 1.9 %
Communication Technology Intermediate, LLC (c) (h)Business ServicesS+ 5.50% (10.96%), 5/5/20272,601 2,570 2,601 0.7 %
Communication Technology Intermediate, LLC (c) (f)Business ServicesS+ 5.50% (10.96%), 5/5/202786 75 86 0.0 %
Community Brands ParentCo, LLC (c) (h)Software/ServicesS+ 5.50% (10.96%), 2/24/20289,060 8,920 8,897 2.3 %
Community Brands ParentCo, LLC (c) (f)Software/ServicesS+ 5.50%, 2/24/2028— (16)(20)0.0 %
Community Brands ParentCo, LLC (c) (f)Software/ServicesS+ 5.50%, 2/24/2028— — (10)0.0 %
The accompanying notes are an integral part of these consolidated financial statements.
20
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
December 31, 2023

Portfolio Company (g)IndustryAcquisition DateInvestment Coupon Rate/ Maturity (j)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
Coronis Health, LLC (c)HealthcareS+ 6.25% (11.63%), 7/12/2028$1,968 $1,928 $1,614 0.4 %
Coronis Health, LLC (c) (h)HealthcareS+ 6.25% (11.63%), 7/27/202924,056 23,602 19,701 5.1 %
Demakes Borrower, LLC (c) (h)Food & Beverage S+ 6.25% (11.62%), 12/12/20294,703 4,586 4,586 1.2 %
Demakes Borrower, LLC (c) (f)Food & BeverageS+ 6.25%, 12/12/2029— (16)(33)0.0 %
Division Holding Corp. (h)Business ServicesS+ 4.75% (10.22%), 5/26/20283,704 3,673 3,667 0.9 %
Eliassen Group, LLC (c) (h)Business ServicesS+ 5.50% (10.85%), 4/14/20285,680 5,635 5,630 1.5 %
Eliassen Group, LLC (c) (f) (h)Business ServicesS+ 5.50% (10.88%), 4/14/2028454 449 442 0.1 %
Faraday Buyer, LLC (c) (h)UtilitiesS+ 6.00% (11.35%), 10/11/202816,714 16,610 16,379 4.2 %
Faraday Buyer, LLC (c) (f)UtilitiesS+ 6.00%, 10/11/2028— (18)(37)0.0 %
FGT Purchaser, LLC (c) (h)ConsumerS+ 5.50% (10.95%), 9/13/20279,561 9,417 9,561 2.5 %
FGT Purchaser, LLC (c) (f)ConsumerS+ 5.50% (10.98%), 9/13/2027342 330 342 0.1 %
Florida Food Products, LLC (c) (h)Food & BeverageS+ 5.00% (10.47%), 10/18/202812,505 12,317 11,630 3.0 %
FR Flow Control Luxco 1 SARL (c) (h)IndustrialsS+ 5.50% (11.11%), 6/28/20264,417 4,386 4,417 1.1 %
Galway Borrower, LLC (c) (h)FinancialsS+ 5.25% (10.70%), 9/29/202813,529 13,345 13,529 3.5 %
Galway Borrower, LLC (c) (f)FinancialsS+ 5.25%, 9/30/2027— (12)— — %
Geosyntec Consultants, Inc. (c) (h)Business ServicesS+ 5.25% (10.61%), 5/18/202911,407 11,238 11,240 2.9 %
Geosyntec Consultants, Inc. (c) (f) (h)Business ServicesS+ 5.25% (10.61%), 5/18/20292,743 2,685 2,663 0.7 %
Geosyntec Consultants, Inc. (c) (f)Business ServicesS+ 5.25%, 5/18/2027— (27)(30)0.0 %
Gogo Intermediate Holdings, LLC (a) (f)TelecomS+ 3.75%, 4/30/2026— — (3)0.0 %
Gordian Medical, Inc. (c) (h)HealthcareS+ 6.25% (12.15%), 1/31/20274,361 4,288 2,769 0.7 %
Green Energy Partners/Stonewall, LLC (c) (h)UtilitiesS+ 6.00% (11.61%), 11/12/20264,572 4,513 4,572 1.2 %
IG Investments Holdings, LLC (c) (h)Business ServicesS+ 6.00% (11.48%), 9/22/20287,936 7,815 7,864 2.0 %
IG Investments Holdings, LLC (c) (h)Business ServicesS+ 6.00% (11.48%), 9/22/2028143 142 142 0.0 %
IG Investments Holdings, LLC (c) (f)Business ServicesS+ 6.00%, 9/22/2027— (9)(6)0.0 %
Indigo Buyer, Inc. (c) (h)Paper & Packaging S+ 6.25% (11.73%), 5/23/20288,891 8,752 8,738 2.3 %
Indigo Buyer, Inc. (c) (h)Paper & PackagingS+ 6.25% (11.73%), 5/23/20283,802 3,743 3,737 1.0 %
Indigo Buyer, Inc. (c) (f)Paper & PackagingS+ 6.25% (11.72%), 5/23/2028614 594 588 0.2 %
IQN Holding Corp. (c) (h)Software/ServicesS+ 5.25% (10.64%), 5/2/20295,750 5,707 5,703 1.5 %
IQN Holding Corp. (c) (f)Software/ServicesS+ 5.25%, 5/2/2029— (6)(5)0.0 %
IQN Holding Corp. (c) (f)Software/ServicesS+ 5.25%, 5/2/2028— (4)(4)0.0 %
J&K Ingredients, LLC (c) (h)Food & BeverageS+ 6.50% (11.85%), 11/16/20283,269 3,189 3,189 0.8 %
Kissner Milling Co., Ltd. (h) (l)Industrials4/16/20214.88%, 5/1/20282,275 2,275 2,142 0.6 %
The accompanying notes are an integral part of these consolidated financial statements.
21
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
December 31, 2023

Portfolio Company (g)IndustryAcquisition DateInvestment Coupon Rate/ Maturity (j)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
Knowledge Pro Buyer, Inc. (c) (h)Business ServicesS+ 5.75% (11.21%), 12/10/2027$11,008 $10,854 $11,008 2.8 %
Knowledge Pro Buyer, Inc. (c) (f)Business ServicesS+ 5.75% (11.19%), 12/10/20271,042 1,018 1,042 0.3 %
Knowledge Pro Buyer, Inc. (c) (f)Business ServicesS+ 5.75% (11.21%), 12/10/2027275 260 275 0.1 %
Liquid Tech Solutions Holdings, LLC (c) (h)IndustrialsS+ 4.75% (10.22%), 3/20/20285,397 5,379 5,397 1.4 %
LSF12 Donnelly Bidco, LLC (c) (h)IndustrialsS+ 6.50% (11.86%), 10/2/20294,983 4,863 4,864 1.3 %
Mckissock Investment Holdings, LLC (h)EducationS+ 5.00% (10.38%), 3/12/20291,306 1,274 1,302 0.3 %
Medical Management Resource Group, LLC (c) (h)HealthcareS+ 6.00% (11.45%), 9/30/20272,971 2,931 2,931 0.8 %
Medical Management Resource Group, LLC (c) (h)HealthcareS+ 6.00% (11.45%), 9/30/20277,193 7,094 7,096 1.8 %
Medical Management Resource Group, LLC (c) (f)HealthcareS+ 6.00% (11.45%), 9/30/2026338 330 329 0.1 %
Mirra-Primeaccess Holdings, LLC (c) (h)HealthcareS+ 6.50% (11.97%), 7/29/202621,178 20,917 21,178 5.5 %
Mirra-Primeaccess Holdings, LLC (c) (f)HealthcareS+ 6.50% (11.97%), 7/29/2026857 819 857 0.2 %
Odessa Technologies, Inc. (c) (h)Software/ServicesS+ 5.75% (11.21%), 10/19/20276,458 6,367 6,458 1.7 %
Odessa Technologies, Inc. (c) (f)Software/ServicesS+ 5.75%, 10/19/2027— (22)— — %
PetVet Care Centers, LLC (c) (h)HealthcareS+ 6.00% (11.36%), 11/15/20308,107 7,945 7,948 2.0 %
PetVet Care Centers, LLC (c) (f)HealthcareS+ 6.00%, 11/15/2030— (10)(21)0.0 %
PetVet Care Centers, LLC (c) (f)HealthcareS+ 6.00%, 11/15/2029— (21)(21)0.0 %
Pie Buyer, Inc. (c) (h)Food & BeverageS+ 5.50% (10.93%), 4/5/202711,178 10,972 11,178 2.9 %
Pie Buyer, Inc. (c) (h)Food & BeverageS+ 5.50% (10.93%), 4/5/20272,419 2,378 2,419 0.6 %
Pie Buyer, Inc. (c) (h)Food & BeverageS+ 5.50% (11.20%), 4/5/2027828 816 828 0.2 %
Pie Buyer, Inc. (c) (f) (h)Food & BeverageS+ 5.50% (11.03%), 4/5/2027634 615 634 0.2 %
Pie Buyer, Inc. (c) (f)Food & BeverageS+ 5.50% (10.93%), 4/6/2026346 336 346 0.1 %
Pluralsight, LLC (c) (h)Software/ServicesS+ 8.00% (13.56%), 4/6/20277,499 7,404 7,059 1.8 %
Pluralsight, LLC (c) (h)Software/ServicesS+ 8.00% (13.56%), 4/6/20272,680 2,642 2,523 0.7 %
Pluralsight, LLC (c) (f)Software/ServicesS+ 8.00% (13.56%), 4/6/2027496 489 458 0.1 %
Point Broadband Acquisition, LLC (c) (h)TelecomS+ 6.00% (11.47%), 10/2/20283,633 3,567 3,633 0.9 %
Point Broadband Acquisition, LLC (c) (h)TelecomS+ 6.00% (11.51%), 10/2/20288,619 8,443 8,619 2.2 %
Relativity Oda, LLC (c) (h)Software/ServicesS+ 6.50% (11.96%), 5/12/20272,291 2,259 2,291 0.6 %
Relativity Oda, LLC (c) (f)Software/ServicesS+ 6.50%, 5/12/2027— (3)— — %
Roadsafe Holdings, Inc. (c) (h)IndustrialsS+ 5.75% (11.22%), 10/19/20273,296 3,252 3,296 0.8 %
Roadsafe Holdings, Inc. (c) (h)IndustrialsS+ 5.75% (11.14%), 10/19/20274,315 4,270 4,315 1.1 %
RSC Acquisition, Inc. (c) (h)FinancialsS+ 5.50% (11.04%), 11/1/20292,161 2,161 2,161 0.6 %
The accompanying notes are an integral part of these consolidated financial statements.
22
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
December 31, 2023

Portfolio Company (g)IndustryAcquisition DateInvestment Coupon Rate/ Maturity (j)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
RSC Acquisition, Inc. (c) (h)FinancialsS+ 5.50% (11.00%), 11/1/2029$6,780 $6,751 $6,780 1.7 %
Safe Fleet Holdings, LLC (h)IndustrialsS+ 5.00% (10.46%), 2/23/20295,977 5,825 5,999 1.5 %
Saturn SHC Buyer Holdings, Inc. (c) (h)HealthcareS+ 5.50% (10.97%), 11/18/20277,598 7,479 7,598 2.0 %
Saturn SHC Buyer Holdings, Inc. (c) (h)HealthcareS+ 5.50% (10.97%), 11/18/202714,742 14,517 14,742 3.8 %
Saturn SHC Buyer Holdings, Inc. (c) (f)HealthcareS+ 6.00%, 11/18/2027— (52)— — %
SCIH Salt Holdings, Inc. (h)IndustrialsS+ 4.00% (9.47%), 3/16/20271,086 1,081 1,086 0.3 %
Sherlock Buyer Corp. (c) (h)Business ServicesS+ 5.75% (11.20%), 12/8/20284,951 4,869 4,951 1.3 %
Sherlock Buyer Corp. (c) (f)Business ServicesS+ 5.75%, 12/8/2028— (10)— — %
Sherlock Buyer Corp. (c) (f)Business ServicesS+ 5.75%, 12/8/2027— (8)— — %
Simplifi Holdings, Inc. (c) (h)Media/EntertainmentS+ 5.50% (10.96%), 10/1/202715,805 15,557 15,568 4.0 %
Simplifi Holdings, Inc. (c) (f)Media/EntertainmentS+ 5.50% (10.96%), 10/1/2026322 304 297 0.1 %
SitusAMC Holdings Corp. (c) (h)FinancialsS+ 5.50% (10.95%), 12/22/20276,341 6,298 6,341 1.6 %
Skillsoft Corp. (h)TechnologyS+ 5.25% (10.72%), 7/14/2028585 578 546 0.1 %
Striper Buyer, LLC (c) (h)Paper & PackagingS+ 5.50% (10.95%), 12/30/20264,860 4,818 4,860 1.3 %
SunMed Group Holdings, LLC (c) (h)HealthcareS+ 5.50% (10.96%), 6/16/20283,825 3,778 3,768 1.0 %
SunMed Group Holdings, LLC (c) (f)HealthcareS+ 5.50%, 6/16/2027— (3)(4)0.0 %
The NPD Group, LP (c) (h)Business ServicesS+ 6.25% (11.61%) 2.75% PIK, 12/1/202817,102 16,825 16,846 4.3 %
The NPD Group, LP (c) (f)Business ServicesS+ 5.75% (11.11%), 12/1/2027170 155 156 0.0 %
Therapy Brands Holdings, LLC (c) (h)HealthcareS+ 4.00% (9.47%), 5/18/20281,792 1,786 1,792 0.5 %
Tivity Health, Inc. (c) (h)HealthcareS+ 6.00% (11.35%), 6/28/202931,780 31,107 31,243 8.0 %
Trinity Air Consultants Holdings Corp. (c) (h)Business ServicesS+ 5.75% (11.03%), 6/29/20271,768 1,737 1,768 0.4 %
Trinity Air Consultants Holdings Corp. (c) (h)Business ServicesS+ 5.75% (11.03%), 6/29/20278,788 8,678 8,788 2.3 %
Trinity Air Consultants Holdings Corp. (c) (f) (h)Business ServicesS+ 5.75% (11.03%), 6/29/2027557 553 557 0.1 %
Trinity Air Consultants Holdings Corp. (c) (f)Business ServicesS+ 5.25%, 6/29/2027— (10)— — %
Triple Lift, Inc. (c) (h)Software/ServicesS+ 5.75% (11.27%), 5/5/202811,813 11,647 11,341 2.9 %
Triple Lift, Inc. (c) (f)Software/ServicesS+ 5.75% (11.31%), 5/5/2028534 513 478 0.1 %
US Oral Surgery Management Holdco, LLC (c) (h)HealthcareS+ 6.00% (11.45%), 11/18/20272,176 2,147 2,154 0.5 %
US Oral Surgery Management Holdco, LLC (c) (h)HealthcareS+ 6.50% (11.95%), 11/18/20271,896 1,896 1,877 0.5 %
US Oral Surgery Management Holdco, LLC (c) (h)HealthcareS+ 6.00% (11.47%), 11/18/20275,495 5,385 5,440 1.4 %
US Oral Surgery Management Holdco, LLC (c) (f)HealthcareS+ 6.00%, 11/18/2027— (7)(5)0.0 %
US Salt Investors, LLC (c) (h)ChemicalsS+ 5.50% (11.00%), 7/19/20288,489 8,362 8,330 2.1 %
The accompanying notes are an integral part of these consolidated financial statements.
23
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
December 31, 2023

Portfolio Company (g)IndustryAcquisition DateInvestment Coupon Rate/ Maturity (j)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
US Salt Investors, LLC (c) (f)ChemicalsS+ 5.50%, 7/20/2026$— $(11)$(17)0.0 %
Vensure Employer Services, Inc. (c) (h)Business ServicesS+ 4.75% (10.12%), 4/1/20274,736 4,715 4,736 1.2 %
Vensure Employer Services, Inc. (c) (f)Business ServicesS+ 5.25% (10.64%), 3/29/2027460 451 460 0.1 %
Victors CCC Buyer, LLC (c) (h)Business ServicesS+ 5.75% (11.21%), 6/1/20297,165 7,040 7,044 1.8 %
Victors CCC Buyer, LLC (c) (f)Business ServicesS+ 5.75%, 6/1/2029— (15)(32)0.0 %
Victors CCC Buyer, LLC (c) (f)Business ServicesS+ 5.75%, 6/1/2029— (21)(23)0.0 %
West Coast Dental Services, Inc. (c) (h)HealthcareS+ 5.75% (11.18%), 7/1/2028498 485 487 0.1 %
West Coast Dental Services, Inc. (c) (h)HealthcareS+ 5.75% (11.28%), 7/1/20288,355 8,235 8,175 2.1 %
West Coast Dental Services, Inc. (c) (f)HealthcareS+ 5.75% (11.27%), 7/1/2028941 926 917 0.2 %
Westwood Professional Services, Inc. (c) (h)Business ServicesS+ 6.00% (11.46%), 5/26/20261,159 1,147 1,159 0.3 %
Westwood Professional Services, Inc. (c) (h)Business ServicesS+ 6.00% (11.46%), 5/26/20263,642 3,601 3,642 0.9 %
Westwood Professional Services, Inc. (c) (f)Business ServicesS+ 6.00%, 5/26/2026— (2)— — %
WHCG Purchaser III, Inc. (c) (h)HealthcareS+ 5.75% (11.36%), 6/22/202812,426 12,248 8,160 2.1 %
WHCG Purchaser III, Inc. (c) (h)HealthcareS+ 5.75% (11.36%), 6/22/20283,020 3,020 1,982 0.5 %
WHCG Purchaser III, Inc. (c) (f)HealthcareS+ 5.75% (11.36%), 6/22/20261,816 1,796 1,385 0.4 %
WIN Holdings III Corp. (c) (h)ConsumerS+ 5.25% (10.71%), 7/16/202812,513 12,335 12,513 3.2 %
WIN Holdings III Corp. (c) (f)ConsumerS+ 5.25%, 7/16/2026— (25)— — %
Zendesk, Inc. (c) (m) (n)Software/ServicesS+ 6.25% (11.61%) 3.25% PIK, 11/22/202821,769 21,572 21,394 5.5 %
Zendesk, Inc. (c) (f)Software/ServicesS+ 6.75%, 11/22/2028— (43)(91)0.0 %
Zendesk, Inc. (c) (f)Software/ServicesS+ 6.75%, 11/22/2028— (36)(38)0.0 %
Subtotal Senior Secured First Lien Debt$642,976 $632,343 162.9 %
Senior Secured Second Lien Debt - 13.4% (b)
American Rock Salt Company, LLC (c) (h)ChemicalsS+ 7.25% (12.72%), 6/11/2029$6,010 $5,950 $5,411 1.4 %
ASP LS Acquisition Corp. (c) (h)TransportationS+ 7.50% (13.40%), 5/7/20294,275 4,264 3,533 0.9 %
Corelogic, Inc. (h)Business ServicesS+ 6.50% (11.96%), 6/4/20294,645 4,605 4,137 1.1 %
Mercury Merger Sub, Inc. (c) (h)Business ServicesS+ 6.50% (12.18%), 8/2/20296,080 6,044 5,885 1.5 %
Proofpoint, Inc. (h)Software/ServicesS+ 6.25% (11.72%), 8/31/20293,380 3,367 3,405 0.9 %
RealPage, Inc. (h)Software/ServicesS+ 6.50% (11.97%), 4/23/20295,445 5,383 5,431 1.4 %
Therapy Brands Holdings, LLC (c) (h)HealthcareS+ 6.75% (12.22%), 5/18/20291,947 1,930 1,947 0.5 %
TRC Cos, Inc. (c) (h)IndustrialsS+ 6.75% (12.21%), 12/7/20297,045 6,988 6,742 1.7 %
USIC Holdings, Inc. (c) (h)Business ServicesS+ 6.50% (12.11%), 5/14/20292,449 2,426 2,361 0.6 %
The accompanying notes are an integral part of these consolidated financial statements.
24
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
December 31, 2023

Portfolio Company (g)IndustryAcquisition DateInvestment Coupon Rate/ Maturity (j)Principal/ Numbers of SharesAmortized CostFair Value% of Net Assets (b)
Victory Buyer, LLC (c) (h)IndustrialsS+ 7.00% (12.64%), 11/19/2029$14,304 $14,188 $13,274 3.4 %
Subtotal Senior Secured Second Lien Debt$55,145 $52,126 13.4 %
Subordinated Debt - 9.2% (b)
Post Road Equipment Finance, LLC (c) (k) (m) (n)FinancialsS+ 7.75% (13.14%), 12/31/2028$11,000 $10,956 $11,000 2.8 %
Post Road Equipment Finance, LLC (c) (k) (m) (n)FinancialsS+ 7.75% (13.14%), 12/31/202824,500 24,433 24,500 6.4 %
Subtotal Subordinated Debt$35,389 $35,500 9.2 %
Equity/Other - 9.3% (b) (d)
Center Phase Energy, LLC (c) (i) (l)Utilities6/23/20221,680 $1,680 $1,742 0.5 %
Jakks Pacific, Inc. (a) (c) (l)Consumer1/11/2021783 24 117 0.0 %
Point Broadband Acquisition, LLC (c) (e) (i) (l)Telecom10/1/20211,159,828 1,160 1,717 0.4 %
Post Road Equipment Finance, LLC (c) (i) (k) (l)Financials12/30/202129,908,561 32,661 32,600 8.4 %
Subtotal Equity/Other$35,525 $36,176 9.3 %
Total Investments - 194.8% (b)$769,035 $756,145 194.8 %

(a)    All of the Company's investments, except the investments noted by this footnote, are qualifying assets under Section 55(a) of the Investment Company Act of 1940, as amended (the "1940 Act"). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. QualifyingAt December 31, 2023, qualifying assets represent 88.4%100.0% of the Company's total assets. The significant majority of all investments held are deemed to be illiquid.
(b)    Percentages are based on net assets attributable to common stock as of MarchDecember 31, 2021.2023.
(c)    The fair value of investments with respect to securities for which market quotations are not readily available is determined in good faith by the Company's Board of Directors (as defined below) as required by the 1940 Act. Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).
(d)    All amounts are in thousands except share amounts.
(e)    Non-income producing at MarchDecember 31, 2021.2023.
(f)    Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The accompanying notes areinvestment may be subject to an integral partunused/letter of these consolidated financial statements.
5

(f)credit facility fee. The Company has variousnegative fair value, if applicable, is the result of the capitalized discount on the loan or the unfunded commitments to portfolio companies.commitment being valued below par. The negative amortized cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. Please refer to Note 6 - Commitments and Contingencies for details of these unfunded commitments.additional details.
(g)    Unless otherwise indicated, all investments in the consolidated scheduleschedules of investments are non-affiliated, non-controlled investments.
(h)    The Company's investment or a portion thereof is pledged as collateral under the MSJPM Credit Facility (as defined in Note 5)5).
(i)    Investments are held in the taxable wholly-owned, consolidated subsidiary, FBCC EEF Holdings LLC.
(j)    The majority of the investments bear interest at a rate that may be determined by reference to London Interbank OfferedSecured Overnight Financing Rate ("LIBOR"(“SOFR” or "L"“S”), or Prime ("P") and which reset daily, monthly, quarterly, or semiannually. For each, the Company has provided the spread over LIBOR or Primethe relevant reference rate and the current interest rate in effect at MarchDecember 31, 2021.2023. Certain investments are subject to a LIBOR or Prime interestreference rate floor.floors. For fixed rate loans, a spread above a reference rate is not applicable. For floating rate securities, the all-in rate is disclosed within parentheses.
(j)
The accompanying notes are an integral part of these consolidated financial statements.
25
FRANKLIN BSP CAPITAL CORPORATION
CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands, except share and per share data)
December 31, 2023

(k)    The provisions of the 1940 Act classify investments further based on the level of ownershipcontrol that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as "non-affiliated"presumed to be “non-controlled” when the Company owns 25% or less than 5% of athe portfolio company'scompany’s outstanding voting securities and "affiliated"and/or does not have the power to exercise control over the management or policies of such portfolio company. A company is generally presumed to be “controlled” when the Company owns 5% more than 25% of the portfolio company’s outstanding voting securities and/or morehas the power to exercise control over the management or policies of asuch portfolio company's voting securities.company. The Company classifies this investment as "affiliated"“controlled”.

(l)    Securities exempt from registration under the Securities Act of 1933, (as defined below), and may be deemed to be “restricted securities”. As of December 31, 2023, the aggregate fair value of these securities is $38.3 million or 9.9% of the Company’s net assets. The initial acquisition dates have been included for such securities.
(m)    The Company’s investment or a portion thereof is held through a total return swap agreement with Nomura Global Finanical Products Inc. (“Nomura”).
(n)    40% of the Company’s investment is pledged as collateral under the total return swap agreement with Nomura.

The following table shows the portfolio composition by industry grouping based on fair value at MarchDecember 31, 2021:2023:
At March 31, 2021
Investments at Fair ValuePercentage of Total Portfolio
At December 31, 2023At December 31, 2023
Investments at Fair ValueInvestments at Fair ValuePercentage of Total Portfolio
HealthcareHealthcare$175,630 23.2 %
Business ServicesBusiness Services116,537 15.4 %
FinancialsFinancials104,783 13.9 %
Software/ServicesSoftware/Services$9,630 26.6 %Software/Services99,006 13.1 13.1 %
IndustrialsIndustrials7,305 20.1 Industrials72,103 9.4 9.4 %
Paper & Packaging4,948 13.6 
Healthcare4,125 11.4 
Media/EntertainmentMedia/Entertainment45,206 6.0 %
Food & BeverageFood & Beverage34,777 4.6 %
UtilitiesUtilities3,883 10.7 Utilities32,676 4.3 4.3 %
ConsumerConsumer3,231 8.9 Consumer22,533 3.0 3.0 %
Paper & PackagingPaper & Packaging17,923 2.4 %
ChemicalsChemicals15,624 2.1 %
TelecomTelecom13,966 1.8 %
TransportationTransportation3,148 8.7 Transportation3,533 0.5 0.5 %
EducationEducation1,302 0.2 %
TechnologyTechnology546 0.1 %
TotalTotal$36,270 100.0 %Total$756,145 100.0 100.0 %














The accompanying notes are an integral part of these consolidated financial statements.
626
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 20212024
(Unaudited)


Note 1 - Organization
Franklin BSP Capital Corporation (the “Company”) is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and intends to electhas elected to be treated for U.S. federal income tax purposes, and to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company was formed as a Delaware limited liability company on January 29, 2020 and converted to a Delaware corporation on September 23, 2020, pursuant to which Franklin BSP Capital Corporation succeeded to the business of Franklin BSP Capital L.L.C. The Company commenced investment operations on January 7, 2021.
The Company is managed by Franklin BSP Capital Adviser L.L.C. (the “Adviser”), a Delaware limited liability company and an affiliate of Benefit Street Partners L.L.C. (“Benefit Street Partners” or “BSP”) pursuant to an investment advisory agreement (the “Investment Advisory Agreement”). The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The Adviser oversees the management of the Company’s activities and is responsible for making investment decisions with respect to the Company’s portfolio.
The Company’s investment objective is to generate both current income capital and capital appreciation through debt and equity investments. The Company intends to investinvests primarily in first and second lien senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. The Company defines middle market companies as those with annual revenues up to $1 billion,EBITDA of between $25 million and $100 million annually, although the Company may invest in larger or smaller companies. The Company also may purchase interests in loans or corporate bonds through secondary market transactions.
The Company is conductingconducted a private placement of shares of its common stock, par value $0.001 per share (the “Common Stock”), to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Each investor in the private placement will makemade a capital commitment (the “Capital Commitments”) to purchase shares of Common Stock pursuant to a subscription agreement (a “Subscription Agreement”). Investors will bewere required to make capital contributions to purchase shares of Common Stock (the “Drawdown Purchase Price”) each time the Company delivers a drawdown notice (the “Drawdown Notice”), which will bewere delivered at least ten business days prior to the required funding date, in an aggregate amount not to exceed their respective Capital Commitments.
The Company also conducted a private placement of shares of its preferred stock designated as series A convertible preferred stock (the “Series A Preferred Stock”) in reliance on exemption from the registration requirements of the Securities Act. See Note 10 - Preferred Stock for the terms of such preferred stock, including liquidation preference, distributions, and rights regarding conversion to shares of Common Stock.
On October 2, 2023, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Franklin BSP Lending Corporation, a Maryland corporation ("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. The Merger Agreement provides details on the purpose of the Mergers (as defined below) and sets forth that, subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), Merger Sub merged with and into FBLC (the "Merger"), with FBLC continuing as the surviving company and as a wholly-owned subsidiary of the Company. Immediately after the Effective Time, FBLC merged with and into the Company (together with the Merger, the "Mergers"), with the Company continuing as the surviving company. See Note 17 – Merger with FBLC for additional information about the Mergers. FBLC was managed by Franklin BSP Lending Adviser, L.L.C., a subsidiary of BSP since 2016.


27
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)

Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
The following is a summary of significant accounting policies followed by the Company in the preparation of its consolidated financial statements. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements reflect all adjustments, both normal and recurring which, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition for the periods presented. The Company is an investment company and accordingly applies specific accounting and financial reporting requirements under Financial Accounting Standards Codification (“ASC”) Topic 946- 946, Financial Services-Investment Companies.
We have also formed and expect to continue to form consolidated subsidiaries (the "Consolidated Holding Companies"). The Company consolidates the following subsidiarysubsidiaries for accounting purposes: FBCC LendingEEF Holdings LLC, FBCC Jupiter Funding, LLC (“Jupiter Funding”), FBLC Funding I, LLC (“Funding I”), FBLC 57th Street Funding, LLC ("57th Street") and 54th Street Equity Holdings, Inc. The Company owns 100% of the Consolidated Holding Companies.equity of Kahala Aviation Holdings, LLC and Kahala Aviation US, Inc., which are consolidated for accounting purposes. All intercompany balances and transactions have been eliminated in consolidation.
Interim financial statements are prepared in accordance with U.S. GAAP Prior to October 4, 2023, the Company also consolidated FBCC Lending I, LLC. Refer to Note 5 - Borrowings for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X, as appropriate. Accordingly, the consolidated financial statements may not include all of the information and notes required by U.S. GAAP for annual consolidated financial statements. U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets, and any other parameters used in determining these estimates could cause actual results to differ materially. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending on December 31, 2021.

7
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2021
(Unaudited)

additional information.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these consolidated financial statements. Actual results could differ from those estimates.
Consolidation
As provided under ASC 946, the Company will generally not consolidate its investment in a company other than a substantially or wholly-owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company's substantially wholly-owned subsidiaries in its consolidated financial statements. Although the Company owns more than 25% of the voting securities of FBLC Senior Loan Fund, LLC, ("SLF"), the Company does not have sole control over significant actions of SLF for purposes of the 1940 Act or otherwise, and thus does not consolidate its interest.
Valuation of Portfolio Investments
Portfolio investments are reported on the consolidated statements of assets and liabilities at fair value. The board of directors (the “Board of Directors”) has delegated to the Adviser as valuation designee (the “Valuation Designee”) the responsibility of determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is charged with determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors. On a quarterly basis, the CompanyValuation Designee performs an analysis of each investment to determine fair value as follows:
Securities for which market quotations are readily available on an exchange are valued at the reported closing price on the valuation date. The CompanyValuation Designee may also obtain quotes with respect to certain of the Company's investments from pricing services or brokers or dealers in order to value assets. When doing so, the CompanyValuation Designee determines whether the quote obtained is readily available according to U.S. GAAP to determine the fair value of the security. If determined to be readily available, the CompanyValuation Designee uses the quote obtained.




28
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Investments without a readily determined market value are primarily valued using a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the CompanyValuation Designee may take into account in fair value pricing the Company's investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company's ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process.
With respect to investments for which market quotations are not readily available, the AdviserValuation Designee undertakes a multi-step valuation process each quarter, as described below:
•Each portfolio company or investment will be valued by the Adviser,Valuation Designee, with assistance from one or more independent valuation firms engaged by the Company's boardBoard of directors (the “Board of Directors”) or as noted below, with respect to investments in an investment fund;Directors; and
•The independent valuation firm(s) conduct independent appraisals and make an independent assessment of the value of each investment; and
•The Valuation Designee, under the supervision of the Board of Directors, determines the fair value of each investment, in good faith, based on the input of the Adviser and independent valuation firmfirms (to the extent applicable). and the Valuation Designee’s own analysis. The Valuation Designee also has established a valuation committee to assist the Valuation Designee in carrying out its designated responsibilities, subject to oversight of the Board of Directors.
8
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(For an investment in thousands, exceptan investment fund that does not have a readily determinable fair value, the Valuation Designee measures the fair value of the investment predominately based on the net asset value per share of the investment fund if the net asset value of the investment fund is calculated in a manner consistent with the measurement principles of ASC 946, as of the Company's measurement date. However, there can be no assurance that the Company will be able to sell such investment at a price equal to its net asset value per share and the Company may ultimately sell such investment at a discount to its net asset value per share amounts, percentagesshare.
The Company’s investments in funds that offer periodic liquidity have redemption frequencies which range from monthly to quarterly and as otherwise indicated)
For the period ended March 31, 2021
(Unaudited)
redemption notice periods which range from 30 to 90 days. Investments in private equity typically do not offer liquidity and instead, capital is returned through periodic distributions.
Because there is not a readily available market value for most of the investments in its portfolio, the CompanyValuation Designee values substantially all of its portfolio investments at fair value as determined in good faith by its Board of Directors, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investments may fluctuate from period to period. Additionally, the fair value of the Company's investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which the Company has recorded it.

29
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)

Investment Classification
The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “Control” is defined as the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. In addition, in accordance with Section 2(a)(9) of the 1940 Act, any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of a company and/or has the power to exercise control over the management or policies of such portfolio company shall be presumed to control such company. AnyTypically, any person who does not so own more than 25% of the voting securities of any company shall be presumed not to control such company. Any person who does not so own more than 25% of theoutstanding voting securities of any company and/or does not have the power to exercise control over the management or policies of such portfolio company shall be presumed not to control such company. Consistent with the 1940 Act, “Affiliated Investments” are defined as those investments in companies in which the Company owns 5% or more of the outstanding voting securities. Consistent with the 1940 Act, “Non-affiliated Investments” are defined as investments that are neither Control Investments nor Affiliated Investments.
Cash, and Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash held in banks and short-term, liquid investments in a money market deposit account. Restricted cash is collected and held by the trustee who has been appointed as custodian of the assets securing certain of the Company's financing transactions. Restricted cash is held by the trustees for payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets. Cash, and cash equivalents and restricted cash are carried at cost which approximates fair value.
Organization and Offering Costs
Organization costs consist of costs incurred to establish the Company and enable it legally to do business. Organization costs are expensed as incurred. Offering costs consist of costs incurred in connection with the offering of common shares of the Company. Offering costs are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months from the commencement of operations.

The Company will bear the organization and offering expenses incurred in connection with the formation of the Company and the offering of shares of its Common Stock, including the out-of-pocket expenses of the Adviser and its agents and affiliates. In addition, the Company will reimburse the Adviser for the organization and offering costs it incurs on the Company’s behalf. If actual organization and offering costs incurred exceed the greater of $1 million or 0.10% of the Company’s total capital commitments, the Adviser or its affiliate will bear the excess costs. To the extent the Company’s capital commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Company’s behalf provided that the total organization and offering costs borne by the Company do not exceed 0.10% of total capital commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. For the three months ended March 31, 2021,2024 and 2023, respectively, there have beenwere no reimbursements from the Adviser.

In connection with the Company’s private placement of shares of its Series A Preferred Stock, the Company incurred various offering costs. These costs are capitalized as a deferred cost and included within redeemable convertible preferred stock Series A on the consolidated statement of assets and liabilities as the preferred shares are issued. The costs are not subject to reimbursement from the Adviser.
Deferred Financing Costs
Financing costs incurred in connection with the Company’s unsecured notes and revolving credit facilities are capitalized and amortized into expense using the straight-line method, which approximates the effective yield method over the life of the respective facility. See Note 5 - Borrowings.Borrowings.



9
30
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 20212024
(Unaudited)
Convertible Preferred Stock
We record shares of convertible preferred stock based on proceeds received net of offering costs on the date of issuance. Redeemable preferred stock (including preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity and is reported separately from liabilities and net assets attributable to common stock within the consolidated statements of assets and liabilities.
Distributions
The Company’s Board of Directors authorizes and declares cash distributions payable on a quarterly basis to stockholders of record on each record date. The amount of each such distribution is subject to the discretion of the Board of Directors and applicable legal restrictions related to the payment of distributions. The Company calculates each stockholder’s specific distribution amount for the quarter using record and declaration dates. From time to time, the Company may also pay interim distributions, including capital gains distributions, at the discretion of the Company’s Board of Directors. The Company’s distributions may exceed earnings, especially during the period before it has substantially invested the proceeds from the offering. As a result, a portion of the distributions made by the Company may represent a return of capital for U.S. federal income tax purposes. A return of capital is a return of each stockholder’s investment rather than earnings or gains derived from the Company’s investment activities.
The Company may fund cash distributions to stockholders from any sources of funds available to the Company, including advances from the Adviser that are subject to reimbursement, as well as offering proceeds, borrowings, net investment income from operations, capital gain proceeds from the sale of assets, and non-capital gain proceeds from the sale of assets. The Company has not established limits on the amount of funds it may use from available sources to make distributions. SeeNote 14 - Income Tax Information and Distributions to Stockholders for additional information.

Revenue Recognition
Interest Income
Investment transactions are accounted for on the trade date. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium on investments purchased are accreted/amortized over the expected life of the respective investment using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discount and amortization of premium on investments.
The Company has a number of investments in Collateralized Securities. Interest income from investments in the “equity” class of these Collateralized Securities (in the Company's case, preferred shares or subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows, in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets ("ASC 325-40"). The Company monitors the expected cash inflows from its equity investments in Collateralized Securities, including the expected principal repayments. The effective yield is determined and updated quarterly. When the Company determines that a CLO's cash flows will not be recovered, the amortized cost basis of the CLO is written down as of the date of the determination based on events and information evaluated and that write-down is recognized as a realized loss.
Dividend Income
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts arepayable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies.
Dividend income from SLF is recorded on accrual basis once dividends are declared by SLF's board of directors. Distributions from SLF are evaluated at the time of distribution to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions as dividend income unless there are sufficient accumulated tax-basis earnings and profit in SLF prior to distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.


31
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Fee Income
Fee income, such as structuring fees, origination, closing, amendment fees, commitment, termination, and other upfront fees are generally non-recurring and are recognized as income when earned, either upon receipt or amortized into income. Upon the re-payment of a loan or debt security, any prepayment penalties and unamortized loan origination, structuring, closing, commitment, and other upfront fees are recorded as income.
Payment-in-Kind Interest/Dividends
The Company holdsmay hold debt and equity investments in its portfolio that contain payment-in-kind (“PIK”) interest and dividend provisions. The PIK interest and PIK dividends, which represent contractually deferred interest or dividends that add to the investment balance that is generally due at maturity, are recorded on the accrual basis to the extent such amounts are expected to be collected.
Non-accrualNon-Accrual Income
Investments may be placed on non-accrual status when principal or interest payments are past due and/or when there is reasonable doubt that principal or interest will be collected. Accrued interest, which may include un-capitalized PIK interest is generally reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest is not reversed when an investment is placed on non-accrual status. Interest payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment of the ultimate outcome. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current.
Net Realized Gain or Loss and Net Change in Unrealized Appreciation or Depreciation
Gain or loss on the sale of investments is calculated using the specific identification method. The Company measures realized gain or loss by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when a gain or loss is realized.
Income Taxes
The Company intends to electhas elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code. Generally, a RIC is not subject to federal income taxes in respect of each taxable year if it distributes dividends for federal income tax purposes to stockholders of an amount generally equal to at least 90% of its “investment company taxable income,”income”, as defined in the Code, and determined without regard to any deduction for dividends paid. Distributions declared prior to the filing of the previous year's tax return and paid up to twelve months after the previous tax year can be carried back to the prior tax year in determining the distributions paid in such tax year. The Company intends to make sufficient distributions to maintain its ability to be subject to be taxed as a RIC each year. The Company may be subject to federal excise tax imposed at a rate of 4% on certain undistributed amounts.
10
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2021
(Unaudited)
The Company evaluates tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether it is “more-likely-than-not” (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Company did not record any tax provision in the current period. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities on-going analysis of and changes to tax laws, regulations and interpretations thereof. See Note 14 - Income Tax Information and Distributions to Stockholders for additional information.

32
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Note 3 - Fair Value of Financial Instruments
The Company’s fair value measurements are classified into a fair value hierarchy in accordance with ASC Topic 820, Fair Value Measurement, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, if any, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value:
•Level 1—Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
•Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
•Level 3—Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the above hierarchy requires significant judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.
For investments for which Level 1 inputs, such as quoted prices,were not available at March 31, 2021,2024 and December 31, 2023, the investments were valued at fair value as determined in good faith using the valuation policy approved by the Board of Directors using Level 2 and Level 3 inputs. The Company evaluates the source of inputs, including any markets in which the Company's investments are trading, in determining fair value. Due to the inherent uncertainty in the valuation process, the estimate of fair value of the Company’s investment portfolio at March 31, 20212024 and December 31, 2023 may differ materially from values that would have been used had a ready market for the securities existed.
In addition to using the above inputs in investment valuations, the Company continues to employ the valuation policy approved by the Board of Directors. Portfolio investments are reported on the consolidated statements of assets and liabilities at fair value. On a quarterly basis the Company performs an analysis of each investment to determine fair value as described below.
Securities for which market quotations are readily available on an exchange are valued at the reported closing price on the valuation date. The Company may also obtain quotes with respect to certain of the Company's investments from pricing services or brokers or dealers in order to value assets. When doing so, the Company determines whether the quote obtained is readily available according to U.S. GAAP to determine the fair value of the security. If determined readily available, the Company uses the quote obtained.
11
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2021
(Unaudited)
Investments without a readily determined market value are primarily valued using a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the CompanyValuation Designee may take into account in fair value pricing the Company's investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the

33
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
nature and realizable value of any collateral, the portfolio company's ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process.
For an investment in an investment fund that does not have a readily determinable fair value, the Valuation Designee measures the fair value of the investment predominately based on the net asset value per share of the investment fund if the net asset value of the investment fund is calculated in a manner consistent with the measurement principles of ASC Topic 946, as of the Company's measurement date.
For investments in Collateralized Securities, the Valuation Designee models both the assets and liabilities of each Collateralized Securities' capital structure. The model uses a waterfall engine to store the collateral data, generate cash flows from the assets, and distribute the cash flows to the liability structure based on the contractual priority of payments. The cash flows are discounted using rates that incorporate risk factors such as default risk, interest rate risk, downgrade risk, and credit spread risk, among others. In addition, the Valuation Designee considers broker quotations and/or comparable trade activity, which are considered as inputs to determining fair value when available.
As part of the Company's quarterly valuation process, the AdviserValuation Designee may be assisted by one or more independent valuation firms engaged byfirms. The Valuation Designee under the Company. Thesupervision of the Board of Directors determines the fair value of each investment, in good faith, based on the input of the Adviser and the independent valuation firm(s) (to the extent applicable).

 and the Valuation Designee’s own analysis.
Determination of fair values involves subjective judgments and estimates. Accordingly, the notes to the consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations on the consolidated financial statements.
For discussion of the fair value measurement of the Company's borrowings, refer to Note 5 - Borrowings.Borrowings.

The following table presents fair value measurements of investments, by major class, as of March 31, 2021,2024, according to the fair value hierarchy:
Fair Value Measurements
Level 1Level 2Level 3Total
Fair Value MeasurementsFair Value Measurements
Level 1Level 1Level 2Level 3
Measured at Net Asset Value (1)
Total
Senior Secured First Lien DebtSenior Secured First Lien Debt$— $8,240 $21,761 $30,001 
Senior Secured Second Lien DebtSenior Secured Second Lien Debt— 5,581 — 5,581 
Subordinated DebtSubordinated Debt— — 590 590 
Collateralized Securities
Equity/OtherEquity/Other— — 98 98 
FBLC Senior Loan Fund, LLC
Total Total$— $13,821 $22,449 $36,270 
(1) In accordance with ASC Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient election have not been classified in the fair value hierarchy. The followingfair value amounts presented in this table provides aare intended to permit reconciliation of the beginningfair value hierarchy to the amounts presented in the consolidated statements of assets and ending balances for investments that use Level 3 inputs for the three months ended March 31, 2021:
Senior Secured First Lien DebtSubordinated DebtEquity/OtherTotal
Balance as of December 31, 2020$— $— $— $— 
Net change in unrealized appreciation on investments25 — 97 122 
Purchases and other adjustments to cost21,754 590 1 22,345 
Sales and repayments(18)— — (18)
Balance as of March 31, 2021$21,761 $590 $98 $22,449 
Net change in unrealized appreciation for the period relating to those Level 3 assets that were still held by the Company at the end of the period:$25 $— $97 $122 

liabilities.
12
34
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 20212024
(Unaudited)
Purchases representThe following table presents fair value measurements of investments, by major class, as of December 31, 2023, according to the acquisitionfair value hierarchy:
Fair Value Measurements
Level 1Level 2Level 3Total
Senior Secured First Lien Debt$— $16,639 $615,704 $632,343 
Senior Secured Second Lien Debt— 12,973 39,153 52,126 
Subordinated Debt— — 35,500 35,500 
Equity/Other— — 36,176 36,176 
  Total$— $29,612 $726,533 $756,145 
The following table provides a reconciliation of newthe beginning and ending balances for investments at cost. Sales and repayments represent principal payments received duringthat use Level 3 inputs for the period.three months ended March 31, 2024:
Senior Secured First Lien DebtSenior Secured Second Lien DebtSubordinated DebtCollateralized Securities
Equity/Other (1)
Total
Balance as of January 1, 2024$615,704 $39,153 $35,500 $— $36,176 $726,533 
Purchases and other adjustments to cost (2)
2,069,352 119,979 125,671 21,531 504,691 2,841,224 
Sales and repayments(79,254)(31,534)(23,794)(1,621)(188)(136,391)
Net realized gain (loss)314 531 (8)136 204 1,177 
Net change in unrealized appreciation (depreciation) on investments(18,902)(459)(222)(2,637)(2,468)(24,688)
Balance as of March 31, 2024$2,587,214 $127,670 $137,147 $17,409 $538,415 $3,407,855 
Net change in unrealized appreciation (depreciation) for the period relating to those Level 3 assets that were still held by the Company at the end of the year:$(18,884)$(617)$(222)$(2,637)$(1,875)$(24,235)
_______________
(1) Includes the Company's investment in FBLC Senior Loan Fund, LLC.
(2) Includes investments acquired in connection with the Mergers.
For the three months ended March 31, 2021,2024, there were no transfers between levelsfrom Level 2 to Level 3. For the three months ended March 31, 2024, there were no transfers from Level 3 to Level 2.

35
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
The following table provides a reconciliation of the fair value hierarchy.beginning and ending balances for investments that use Level 3 inputs for the year ended December 31, 2023:
Senior Secured First Lien DebtSenior Secured Second Lien DebtSubordinated DebtEquity/OtherTotal
Balance as of January 1, 2023$636,074 $45,575 $31,414 $33,969 $747,032 
Purchases and other adjustments to cost73,738 29 5,040 1,890 80,697 
Sales and repayments(84,943)(2,162)(987)— (88,092)
Net realized gain (loss)1,295 54 — — 1,349 
Transfers in5,153 — — — 5,153 
Transfers out(5,857)(3,976)— — (9,833)
Net change in unrealized appreciation (depreciation) on investments(9,756)(367)33 317 (9,773)
Balance as of December 31, 2023$615,704 $39,153 $35,500 $36,176 $726,533 
Net change in unrealized appreciation (depreciation) for the period relating to those Level 3 assets that were still held by the Company at the end of the year:$(9,606)$(361)$33 $317 $(9,617)
For the year ended December 31, 2023, transfers from Level 2 to Level 3 were due to current assessments of investment liquidity and a decrease in the number of observable market inputs. For the year ended December 31, 2023, transfers from Level 3 to Level 2 were due to an increase in the number of observable market inputs.
The composition of the Company’s investments as of March 31, 2021,2024, at amortized cost and fair value, were as follows:
Investments at Amortized CostInvestments at Fair ValueFair Value
Percentage of
Total Portfolio
Investments at Amortized CostInvestments at Amortized CostInvestments at Fair ValueFair Value
Percentage of
Total Portfolio
Senior Secured First Lien DebtSenior Secured First Lien Debt$29,913 $30,001 82.7 %Senior Secured First Lien Debt$2,633,399 $$2,603,522 74.9 74.9 %
Senior Secured Second Lien DebtSenior Secured Second Lien Debt5,363 5,581 15.4 
Subordinated DebtSubordinated Debt590 590 1.6 
Collateralized Securities
Equity/OtherEquity/Other1 98 0.3 
Totals$35,867 $36,270 100.0 %
FBLC Senior Loan Fund, LLC
Total Total$3,514,013 $3,476,614 100.0 %
The composition of the Company’s investments as of December 31, 2023, at amortized cost and fair value, were as follows:
Investments at Amortized CostInvestments at Fair ValueFair Value
Percentage of
Total Portfolio
Senior Secured First Lien Debt$642,976 $632,343 83.6 %
Senior Secured Second Lien Debt55,145 52,126 6.9 
Subordinated Debt35,389 35,500 4.7 
Equity/Other35,525 36,176 4.8 
  Total$769,035 $756,145 100.0 %

36
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Significant Unobservable Inputs
The following table summarizes the significant unobservable inputs used to value the majority of the Level 3 investments as of March 31, 2021.2024. The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values.
Range
Range
Asset CategoryAsset CategoryFair ValuePrimary Valuation TechniqueUnobservable InputsMinimumMaximum
Weighted Average (a)
Senior Secured First Lien Debt (c)
$21,273 N/AN/AN/AN/AN/A
Asset Category
Asset CategoryFair ValuePrimary Valuation TechniqueUnobservable InputsMinimumMaximum
Weighted Average (a)
Senior Secured First Lien DebtSenior Secured First Lien Debt$2,513,442 Yield AnalysisMarket Yield2.69%68.62%11.99%
Senior Secured First Lien DebtSenior Secured First Lien Debt54,983 Waterfall AnalysisEBITDA Multiple5.26x12.25x9.79x
Senior Secured First Lien Debt (b)(c)
Senior Secured First Lien Debt (b)(c)
488 Discounted Cash FlowMarket Yield10.50%10.50%10.50%
Senior Secured First Lien Debt (b)(c)
9,422 N/AN/A
Subordinated Debt (b)(c)
590 N/AN/AN/AN/AN/A
Senior Secured First Lien DebtSenior Secured First Lien Debt9,367 Waterfall AnalysisRevenue Multiple0.15x0.80x0.37x
Senior Secured Second Lien DebtSenior Secured Second Lien Debt95,048 Yield AnalysisMarket Yield9.64%20.50%14.61%
Senior Secured Second Lien Debt (b)
Senior Secured Second Lien Debt (b)
24,478 Yield AnalysisMarket Yield20.96%
Senior Secured Second Lien DebtSenior Secured Second Lien Debt7,323 Waterfall AnalysisEBITDA Multiple4.60x7.75x6.68x
Senior Secured Second Lien Debt (b)
Senior Secured Second Lien Debt (b)
821 Waterfall AnalysisRevenue Multiple0.40x
Subordinated DebtSubordinated Debt137,100 Waterfall AnalysisTangible Net Asset Value Multiple1.36x1.61x1.51x
Subordinated Debt (b)
Subordinated Debt (b)
47 Waterfall AnalysisEBITDA Multiple10.0x
Collateralized Securities (d)
Collateralized Securities (d)
9,111 Waterfall AnalysisAsset Recovery$6.24$8.40$7.95
Collateralized SecuritiesCollateralized Securities8,298 Yield AnalysisDiscount Rate0.00%15.57%8.13%
Equity/OtherEquity/Other196,543 Waterfall AnalysisTangible Net Asset Value Multiple1.36x1.61x1.51x
Equity/OtherEquity/Other31,088 Waterfall AnalysisEBITDA Multiple2.24x24.25x13.01x
Equity/Other (b)
Equity/Other (b)
98 Discounted Cash FlowMarket Yield12.50%12.50%12.50%
Equity/Other (b)
2,751 Yield AnalysisYield AnalysisMarket Yield40.56%
Equity/Other (b)
Equity/Other (b)
1,615 Waterfall AnalysisTBV Multiple1.70x
Equity/OtherEquity/Other910 Waterfall AnalysisRevenue Multiple0.23x1.00x
Equity/OtherEquity/Other553 Waterfall AnalysisDiscount Rate17.00%
Equity/Other (b) (c)
Equity/Other (b) (c)
21 N/A
FBLC Senior Loan Fund, LLC (b)
FBLC Senior Loan Fund, LLC (b)
304,934 Discounted Cash FlowDiscount Rate14.20%
TotalTotal$22,449 
______________
(a) Weighted averages are calculated based on fair value of investments.
(b) This asset category contains one investment.

37
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
(c) This instrument(s) was held at cost. Investment(s) were valued based on recent or pending transactions expected to close after the valuation date.
(d) Range and weighted average shown in millions.
There were no significant changes in valuation approach or technique as of March 31, 2021.2024.
The following table summarizes the significant unobservable inputs used to value the majority of the Level 3 investments as of December 31, 2023. The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values.
Range
Asset CategoryFair ValuePrimary Valuation TechniqueUnobservable InputsMinimumMaximum
Weighted Average (a)
Senior Secured First Lien Debt$597,286 Yield AnalysisMarket Yield8.81%25.58%11.00%
Senior Secured First Lien Debt (c)
15,649 N/AN/AN/AN/AN/A
Senior Secured First Lien Debt (b)
2,769 Waterfall AnalysisEBITDA Multiple6.00x6.00x6.00x
Senior Secured Second Lien Debt39,153 Yield AnalysisMarket Yield13.35%20.50%14.95%
Subordinated Debt35,500 Waterfall AnalysisTangible Net Asset Value Multiple1.75x1.75x1.75x
Equity/Other (b)
32,600 Waterfall AnalysisTangible Net Asset Value Multiple1.75x1.75x1.75x
Equity/Other3,459 Waterfall AnalysisEBITDA Multiple11.87x24.50x18.14x
Equity/Other (b)
117 Yield AnalysisMarket Yield13.50%13.50%13.50%
Total$726,533 
______________
(a) Weighted averages are calculated based on fair value of investments.
(b) This asset category contains one investment.
(c) This instrument(s) was held at cost.
There were no significant changes in valuation approach or technique as of December 31, 2023.
Level 3 inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities where the fair value is based on unobservable inputs.
Increases or decreases in any of the above unobservable inputs in isolation would result in a lower or higher fair value measurement for such assets.
The income and market approaches were used in the determination of fair value of certain Level 3 assets as of March 31, 2021.2024 and December 31, 2023. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease, respectively, in the fair value.
13
38
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 20212024
(Unaudited)
comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease, respectively, in the fair value.
Valuations of loans, corporate debt, and other debt obligations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on relative value analysis, which incorporate comparisons to other debt instruments for which observable prices or broker quotes are available. Other valuation methodologies are used as appropriate including market comparables, transactions in similar instruments and recovery/liquidation analysis. The Company also considers the use of EBITDA multiples, revenue multiples, tangible net asset value multiples, TBV multiples, and other relevant multiples on its debt and equity investments to determine any credit gains or losses in certain instances. Increases or decreases in either of these inputs in isolation may result in a significantly lower or higher fair value measurement of the respective subject instrument.
As of March 31, 2021,2024 the Company had nosix portfolio companies on non-accrual with a total amortized cost of $45.7 million and fair value of $35.6 million, which represented 1.3% and 1.0% of the investment portfolio's total amortized cost and fair value, respectively. As of December 31, 2023, the Company hadno portfolio companies on non-accrual status. The increase of portfolio companies on non-accrual status was partially a result of the Mergers; whereby, the Company acquired FBLC’s assets, including its non-accrual assets. Refer to Note 2 - Summary of Significant Accounting Policies - for additional details regarding the Company’s non-accrual policy.
FBLC Senior Loan Fund, LLC

On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to the joint venture formed on January 20, 2021, between FBLC and Cliffwater Corporate Lending Fund (“CCLF”), FBLC Senior Loan Fund, LLC (“SLF”). SLF invests primarily in senior secured loans, and to a lesser extent may invest in mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. SLF was formed as a Delaware limited liability company and is not consolidated by the Company for financial reporting purposes. The Company provides capital to SLF in the form of LLC equity interests. At formation, FBLC and CCLF owned 87.5% and 12.5%, respectively, of the LLC equity interests of SLF. As of March 31, 2024, the Company and CCLF owned 79.9% and 20.1%, respectively, of the LLC equity interests of SLF. Profit and loss are allocated based on each members' ownership percentage of the joint venture's net asset value. SLF has an Administrative and Loan Services Agreement with BSP, an affiliate of the Company, pursuant to which BSP provides certain operational and valuation services for SLF's investments; as well as certain agreements with third-party service providers. The Company and CCLF each appoint two members to SLF's four-person board of members. All material decisions with respect to SLF, including those involving its investment portfolio, require unanimous approval of a quorum of the board of members. Quorum is defined as (i) the presence of two members of the board of members; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of members; provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of members; provided that two individuals are present that were elected, designated or appointed by each member.

As of March 31, 2024, the Company’s investment in SLF consisted of equity contributions of $304.9 million. The Company’s investment in SLF is classified as “Equity/Other” on the consolidated schedules of investments, and other disclosures unless otherwise indicated.

39
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Below is a summary of SLF’s portfolio as of March 31, 2024 and December 31, 2023. A listing of the individual investments in SLF’s portfolio as of such dates can be found below:
March 31, 2024December 31, 2023
(Unaudited)
Total assets$1,038,117$946,605
Total investments (1)
$966,167$877,688
Weighted Average Current Yield for Total Portfolio (2)
10.7%11.0%
Number of Portfolio companies in SLF186172
Largest portfolio company investment (1)
$19,811$19,838
Total of five largest portfolio company investments (1)
$85,254$82,467
————————
(1)At fair value.
(2)Includes the effect of the amortization or accretion of loan premiums or discounts.
SLF may invest in portfolio companies in the same industries in which the Company directly invests.

Below is a listing of SLF’s individual investments as of March 31, 2024:
March 31, 2024
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/Number of SharesAmortized CostFair Value% of Members’ Capital (c)
Senior Secured First Lien Debt
Acrisure, LLC (b)FinancialsS+ 3.50% (8.95%)2/15/2027$19,854 $19,574 $19,811 5.1 %
Adtalem Global Education, Inc. (f)EducationS+ 3.50% (8.83%)8/14/2028582 582 584 0.2 %
Adtalem Global Education, Inc. (f)Education5.50%3/1/20281,042 1,042 996 0.3 %
Advisor Group, Inc. (f)FinancialsS+ 4.50% (9.83%)8/17/20285,518 5,469 5,537 1.4 %
Air CanadaTransportation3.88%8/15/20262,000 1,838 1,909 0.5 %
Alchemy US Holdco 1, LLC (b)IndustrialsS+ 7.32% (12.78%)10/10/202515,555 15,526 15,536 4.0 %
Allied Universal Holdco, LLC (b)Business ServicesS+ 4.75% (10.08%)5/15/20284,975 4,847 4,985 1.3 %
Altice Financing, SA (f)Telecom5.00%1/15/20282,000 1,951 1,645 0.4 %
Altice France, SA (b) (e)TelecomS+ 5.50% (10.81%)8/15/202812,448 12,063 9,841 2.5 %
Alvogen Pharma US, Inc. (b)HealthcareS+ 7.50% (12.96%)6/30/202511,112 11,076 10,584 2.7 %
Amentum Government Services Holdings, LLC (f)IndustrialsS+ 4.00% (9.45%)1/29/20271,944 1,938 1,947 0.5 %
Amentum Government Services Holdings, LLC (b)IndustrialsS+ 4.00% (9.33%)2/15/20294,913 4,858 4,919 1.3 %
American Airlines Inc/AAdvantage Loyalty IP, Ltd. (b)TransportationS+ 4.75% (10.33%)4/20/20287,069 7,020 7,333 1.9 %
AP Gaming I, LLC (f)Gaming/LodgingS+ 3.75% (9.05%)2/15/20297,123 7,033 7,138 1.8 %
Apollo Commercial Real Estate Finance, Inc. (f)Financials4.63%6/15/20293,000 3,000 2,520 0.6 %
AppLovin Corp. (b)Media/EntertainmentS+ 2.50% (7.83%)10/25/20288,843 8,833 8,833 2.3 %
Arches Buyer, Inc.Publishing4.25%6/1/20282,500 2,152 2,200 0.6 %
Artera Services, LLC (b)UtilitiesS+ 4.50% (9.81%)2/18/20311,425 1,415 1,429 0.4 %
Ascend Learning, LLC (f)EducationS+ 3.50% (8.93%)12/11/20284,962 4,696 4,929 1.3 %
Ascensus Holidngs, Inc. (b)Business ServicesS+ 3.50% (8.95%)8/2/20287,604 7,597 7,566 1.9 %
Astoria Energy, LLC (f)UtilitiesS+ 3.50% (8.94%)12/6/20271,830 1,830 1,831 0.5 %
Asurion, LLC (b)Business ServicesS+ 3.25% (8.69%)12/23/20264,862 4,815 4,756 1.2 %
Athenahealth Group, Inc. (b)HealthcareS+ 3.25% (8.58%)2/15/202912,788 12,733 12,650 3.3 %
Athletico Management, LLC (f)HealthcareS+ 4.25% (9.70%)2/15/20294,913 4,894 3,645 0.9 %
Avaya Holdings Corp.TechnologyS+ 8.50% (13.83%) 7.00% PIK8/1/20282,605 2,560 2,308 0.6 %
Bally's Corp. (b) (f)Gaming/LodgingS+ 3.25% (8.83%)10/2/20284,962 4,921 4,653 1.2 %

40
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
March 31, 2024
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/Number of SharesAmortized CostFair Value% of Members’ Capital (c)
Bella Holding Co., LLC (f)HealthcareS+ 3.75% (9.18%)5/10/2028$4,974 $4,950 $4,962 1.3 %
Blackhawk Network Holdings, Inc. (b)ConsumerS+ 5.00% (10.32%)3/12/20295,000 4,902 5,003 1.3 %
Blackstone CQP Holdco, LP (b) (f)IndustrialsS+ 3.00% (8.30%)12/31/203012,386 12,392 12,421 3.2 %
Cablevision Lightpath, LLC (f)Telecom3.88%9/15/20272,000 1,952 1,797 0.5 %
Caesars Entertainment, Inc. (b)Gaming/LodgingS+ 2.75% (8.04%)2/6/20316,800 6,785 6,800 1.8 %
Calpine Construction Finance Co., LP (f)UtilitiesS+ 2.25% (7.58%)7/31/20302,494 2,500 2,490 0.6 %
Catalent Pharma Solutions, Inc. (f)HealthcareS+ 2.00% (7.44%)2/22/20282,494 2,461 2,490 0.6 %
CCI Buyer, Inc. (b)TelecomS+ 4.00% (9.30%)12/17/20277,481 7,428 7,431 1.9 %
CD&R Hydra Buyer, Inc. (b)IndustrialsS+ 4.00% (9.42%)3/25/20316,300 6,269 6,312 1.6 %
Cirque Du Soleil Holding USA Newco, Inc. (f)Media/EntertainmentS+ 4.25% (9.55%)3/8/20303,465 3,434 3,461 0.9 %
Citadel Securities, LP (b)FinancialsS+ 2.25% (7.58%)7/29/20304,478 4,474 4,472 1.2 %
Cloud Software Group, Inc. (b)Software/ServicesS+ 4.50% (9.93%)3/20/20312,000 1,985 1,986 0.5 %
CLP Health Services, Inc. (b)HealthcareS+ 4.25% (9.69%)12/31/20267,634 7,627 7,469 1.9 %
CNT Holdings I Corp. (f)ConsumerS+ 3.50% (8.82%)11/8/20273,395 3,395 3,399 0.9 %
CommerceHub, Inc. (f)TechnologyS+ 4.00% (9.48%)12/29/20274,987 4,987 4,818 1.2 %
Community Care Health Network, LLC (b)HealthcareP+ 3.75% (12.25%)2/17/20259,535 9,529 9,363 2.4 %
Compass Power Generation, LLC (b)UtilitiesS+ 4.25% (9.69%)4/16/20293,899 3,788 3,915 1.0 %
Connect Finco SARL (f)TelecomS+ 3.50% (8.83%)12/11/20262,175 2,179 2,172 0.6 %
Connectwise, LLC (f)Software/ServicesS+ 3.50% (9.06%)9/29/20286,843 6,824 6,836 1.8 %
Conservice Midco, LLC (b)Business ServicesS+ 4.00% (9.33%)5/13/20277,525 7,526 7,542 1.9 %
Conterra Ultra Broadband, LLC (b)TelecomS+ 4.75% (10.18%)4/30/20266,556 6,556 6,493 1.7 %
Corelogic, Inc. (b)Business ServicesS+ 3.50% (8.95%)6/2/20284,815 4,815 4,697 1.2 %
Cotiviti, Inc. (b)HealthcareS+ 3.25% (8.57%)2/21/203110,000 9,950 9,975 2.6 %
Cushman & Wakefield US Borrower, LLC (f)FinancialsS+ 4.00% (9.33%)1/31/20304,728 4,618 4,734 1.2 %
Directv Financing, LLC (b)Media/EntertainmentS+ 5.00% (10.45%)8/2/20271,879 1,862 1,879 0.5 %
Division Holding Corp. (b)Business ServicesS+ 4.75% (10.19%)5/26/20287,892 7,892 7,833 2.0 %
Dynasty Acquisition Co., Inc. (e)IndustrialsS+ 3.50% (8.83%)8/24/20282,204 2,205 2,206 0.6 %
Dynasty Acquisition Co., Inc. (e)IndustrialsS+ 3.50% (8.83%)8/24/20285,716 5,718 5,723 1.5 %
Edgewater Generation, LLC (b)UtilitiesS+ 3.75% (9.20%)12/15/20254,896 4,779 4,873 1.3 %
Ensemble RCM, LLC (b)HealthcareS+ 3.00% (8.32%)8/1/20293,700 3,683 3,707 1.0 %
Entain Holdings Gibraltar, Ltd. (f)Gaming/LodgingS+ 3.50% (8.91%)10/31/2029502 498 504 0.1 %
Fiesta Purchaser, Inc. (b)Food & BeverageS+ 4.00% (9.32%)2/12/20312,500 2,476 2,503 0.6 %
First Brands Group, LLC (f)ConsumerS+ 5.00% (10.57%)3/30/20274,981 4,958 4,983 1.3 %
Fitness International, LLC (b)ConsumerS+ 5.25% (10.58%)2/5/202910,000 9,705 9,850 2.5 %
Florida Food Products, LLC (f)Food & BeverageS+ 5.00% (10.45%)10/18/20285,845 5,792 5,436 1.4 %
Foley Products Co., LLC (b)IndustrialsS+ 4.75% (10.21%)12/29/20282,410 2,391 2,415 0.6 %
Foresight Energy Operating, LLC (b)EnergyS+ 8.00% (13.41%)6/30/2027662 641 662 0.2 %
Foundation Building Materials, Inc. (b)IndustrialsS+ 4.00% (9.31%)1/29/20317,500 7,427 7,526 1.9 %
Frontier Communications Corp. (b)TelecomS+ 3.75% (9.20%)10/8/20277,913 7,905 7,881 2.0 %
Galaxy US OpCo, Inc. (b) (f)Software/ServicesS+ 4.75% (10.06%)4/30/20297,819 7,019 7,057 1.8 %
Genesys Cloud Services Holdings II, LLC (b)Software/ServicesS+ 3.50% (8.83%)12/1/20274,828 4,759 4,837 1.2 %
Geon Performance Solutions, LLC (b)ChemicalsS+ 4.75% (10.31%)8/18/20284,599 4,574 4,599 1.2 %

41
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
March 31, 2024
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/Number of SharesAmortized CostFair Value% of Members’ Capital (c)
GIP Pilot Acquisition Partners, LP (b)EnergyS+ 3.00% (8.33%)10/4/2030$1,250 $1,244 $1,253 0.3 %
Gordian Medical, Inc.HealthcareS+ 6.25% (11.90%)1/31/202711,923 11,878 5,962 1.5 %
Green Energy Partners/Stonewall, LLCUtilitiesS+ 6.00% (11.57%)11/12/20267,462 7,070 7,462 1.9 %
GTCR W Merger Sub, LLC (b)FinancialsS+ 3.00% (8.31%)1/31/20312,500 2,488 2,507 0.6 %
GVC Holdings Gibraltar, Ltd. (f)Gaming/LodgingS+ 2.50% (7.91%)3/29/20274,863 4,861 4,866 1.3 %
Hamilton Projects Acquiror, LLC (f)UtilitiesS+ 4.50% (9.94%)6/17/20274,211 4,197 4,220 1.1 %
Hertz Corp. (b) (f)TransportationS+ 3.25% (8.69%)6/30/20284,091 4,081 3,954 1.0 %
Hertz Corp. (b) (f)TransportationS+ 3.25% (8.69%)6/30/2028793 792 767 0.2 %
HireRight, Inc. (b)Business ServicesS+ 4.00% (9.33%)9/27/20305,120 5,049 5,079 1.3 %
Hudson River Trading, LLC (b)FinancialsS+ 3.00% (8.45%)3/20/20285,323 5,277 5,284 1.4 %
ICP Industrial, Inc. (f)ChemicalsS+ 3.75% (9.32%)12/29/20276,110 6,103 5,135 1.3 %
IDERA, Inc. (f)TechnologyS+ 3.75% (9.21%)3/2/20286,824 6,828 6,788 1.7 %
Jack Ohio Finance, LLC (f)Gaming/LodgingS+ 4.75% (10.20%)10/4/20283,906 3,893 3,904 1.0 %
Jane Street Group, LLC (f)Financials4.50%11/15/20297,000 6,664 6,475 1.7 %
Jump Financial, LLC (b)FinancialsS+ 4.50% (10.07%)8/7/20287,325 7,237 7,215 1.9 %
Kuehg Corp. (f)EducationS+ 5.00% (10.30%)6/12/20304,975 4,775 4,983 1.3 %
LABL, Inc. (b)Paper & PackagingS+ 5.00% (10.43%)10/30/20283,910 3,868 3,824 1.0 %
Lakeshore Learning Materials, LLC (f)RetailS+ 3.50% (8.94%)9/29/20284,987 4,987 4,985 1.3 %
LifePoint Health, Inc. (f)Healthcare4.38%2/15/20272,000 2,000 1,906 0.5 %
LifePoint Health, Inc. (b)HealthcareS+ 5.50% (11.09%)11/16/20284,860 4,751 4,871 1.3 %
Lightstone Holdco, LLC (b) (f)UtilitiesS+ 5.75% (11.06%)1/29/202716,008 14,905 15,522 4.0 %
Lightstone Holdco, LLC (b) (f)UtilitiesS+ 5.75% (11.06%)1/29/2027905 844 878 0.2 %
Liquid Tech Solutions Holdings, LLC (b) (f)IndustrialsS+ 4.75% (10.19%)3/20/20289,985 9,952 9,985 2.6 %
Luxembourg Investment Co., 428 SARLChemicalsS+ 5.00% (10.43%)1/3/20293,686 3,660 1,106 0.3 %
Madison IAQ, LLC (f)Industrials4.13%6/30/20282,000 1,988 1,847 0.5 %
Magnite, Inc. (b)TechnologyS+ 4.50% (9.82%)2/6/20315,000 4,952 5,002 1.3 %
Max US Bidco, Inc. (b)Food & BeverageS+ 5.00% (10.31%)10/3/20305,000 4,766 4,568 1.2 %
Medallion Midland Acquisition, LP (f)EnergyS+ 3.50% (8.83%)10/18/20285,516 5,492 5,520 1.4 %
MH Sub I, LLC (b) (f)Business ServicesS+ 4.25% (9.58%)5/3/20287,481 7,335 7,428 1.9 %
Michael Baker International, LLC (b)IndustrialsS+ 5.00% (10.44%)12/1/20283,259 3,236 3,271 0.8 %
MPH Acquisition Holdings, LLC (b)HealthcareS+ 4.25% (9.86%)9/1/20284,875 4,806 4,702 1.2 %
MYOB US Borrower, LLC (f)Business ServicesS+ 4.00% (9.33%)5/6/20265,341 5,335 5,315 1.4 %
National Mentor Holdings, Inc. (f)HealthcareS+ 3.75% (9.16%)3/2/2028150 149 141 — %
National Mentor Holdings, Inc. (b) (f)HealthcareS+ 3.75% (9.18%)3/2/20284,346 4,332 4,084 1.1 %
Nexus Buyer, LLC (f)FinancialsS+ 3.75% (9.18%)11/9/20268,419 8,252 8,389 2.2 %
Nexus Buyer, LLC (f)FinancialsS+ 4.50% (9.83%)12/13/20282,000 1,943 1,982 0.5 %
Northriver Midstream Finance, LPEnergy5.63%2/15/20261,000 953 990 0.3 %
Nouryon Finance B.V. (e) (f)ChemicalsS+ 4.00% (9.42%)4/3/20284,580 4,557 4,587 1.2 %
Omnia Partners, LLC (f)Business ServicesS+ 3.75% (9.07%)7/25/20304,090 4,055 4,105 1.1 %
Oscar AcquisitionCo, LLC (f)IndustrialsS+ 4.50% (9.90%)4/30/20294,981 4,927 4,990 1.3 %
Paysafe Finance, PLC (f)Software/Services4.00%6/15/2029400 400 357 0.1 %
Peraton Corp. (b)IndustrialsS+ 3.75% (9.18%)2/1/20284,947 4,918 4,937 1.3 %
PetSmart, LLC (f)RetailS+ 3.75% (9.18%)2/11/20282,494 2,491 2,485 0.6 %
PG&E Corp. (f)UtilitiesS+ 2.50% (7.83%)6/23/20272,140 2,131 2,141 0.6 %
Pluto Acquisition I, Inc. (b)HealthcareS+ 4.00% (9.32%)9/20/20289,803 9,803 8,382 2.2 %

42
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
March 31, 2024
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/Number of SharesAmortized CostFair Value% of Members’ Capital (c)
PODS, LLC (f)Paper & PackagingS+ 3.00% (8.44%)3/31/2028$4,263 $4,065 $4,189 1.1 %
Power Stop, LLC (f)TransportationS+ 4.75% (10.19%)1/26/20293,174 3,145 2,968 0.8 %
PRA Health Sciences, Inc.Healthcare2.88%7/15/2026500 458 466 0.1 %
Pregis TopCo, LLC (b)Paper & PackagingS+ 3.75% (9.08%)7/31/20266,782 6,753 6,788 1.7 %
Proofpoint, Inc. (b)Software/ServicesS+ 3.25% (8.69%)8/31/20286,356 6,315 6,356 1.6 %
Protective Industrial Products, Inc. (b)IndustrialsS+ 4.00% (9.44%)12/29/20278,920 8,889 8,704 2.2 %
Pug, LLC (f)Media/EntertainmentS+ 4.75% (10.08%)3/15/20304,861 4,790 4,859 1.3 %
Quikrete Holdings, Inc. (f)IndustrialsS+ 2.25% (7.57%)3/19/20291,747 1,747 1,747 0.4 %
Quikrete Holdings, Inc. (f)IndustrialsS+ 2.75% (8.20%)3/19/20297,840 7,840 7,840 2.0 %
Quikrete Holdings, Inc. (f)IndustrialsS+ 2.50% (7.82%)3/25/20316,109 6,093 6,111 1.6 %
Radar Bidco SARL (b)TransportationS+ 4.25% (9.58%)3/27/20311,680 1,672 1,678 0.4 %
Radiology Partners, Inc. (f)HealthcareS+ 5.00% (10.59%)1/31/20299,457 8,886 9,116 2.3 %
RealPage, Inc. (b) (f)Software/ServicesS+ 3.00% (8.45%)4/24/20287,468 7,308 7,261 1.9 %
Recess Holdings, Inc. (b)ConsumerS+ 4.50% (9.84%)2/21/203010,000 9,853 10,031 2.6 %
Renaissance Holding Corp. (f)Software/ServicesS+ 4.25% (9.58%)4/8/20301,990 1,988 1,993 0.5 %
Resolute Investment Managers, Inc.FinancialsS+ 6.50% (12.07%)4/30/20272,452 2,452 2,452 0.6 %
Restoration Hardware, Inc. (f)RetailS+ 2.50% (7.94%)10/20/20282,487 2,398 2,420 0.6 %
Roper Industrial Products Investment Co., LLC (f)IndustrialsS+ 4.00% (9.30%)11/22/20297,534 7,360 7,575 2.0 %
RXB Holdings, Inc. (b) (f)HealthcareS+ 4.50% (9.93%)12/20/20279,974 9,973 9,974 2.6 %
S&S Holdings, LLC (f)ConsumerS+ 5.00% (10.42%)3/13/20286,790 6,653 6,752 1.7 %
Safety Products/JHC Acquisition Corp. (b)IndustrialsS+ 4.50% (9.93%)6/28/2026917 886 913 0.2 %
Safety Products/JHC Acquisition Corp. (b) (f)IndustrialsS+ 4.50% (9.93%)6/28/202616,960 16,523 16,896 4.4 %
Sierra Enterprises, LLC (b)Food & BeverageS+ 6.75% (12.06%) 4.25% PIK5/10/20275,103 5,025 4,699 1.2 %
SK Neptune Husky Finance SARLChemicalsS+ 10.00% (15.59%) 2.00% PIK4/30/2024650 645 628 0.2 %
Sotera Health Holdings, LLC (f)HealthcareS+ 3.75% (9.08%)12/14/20264,208 4,110 4,190 1.1 %
Staples, Inc. (b)Business ServicesS+ 5.00% (10.44%)4/16/20264,835 4,806 4,781 1.2 %
Star Parent, Inc. (f)HealthcareS+ 4.00% (9.31%)9/27/20302,500 2,486 2,483 0.6 %
Team Health Holdings, Inc. (e) (f)HealthcareS+ 5.25% (10.56%)3/2/20275,356 4,936 4,734 1.2 %
Tecta America Corp. (f)IndustrialsS+ 4.00% (9.44%)4/10/20288,840 8,826 8,851 2.3 %
TransDigm, Inc. (f)IndustrialsS+ 3.25% (8.56%)2/28/20315,985 5,971 6,013 1.5 %
Traverse Midstream Partners, LLC (b)EnergyS+ 3.50% (8.82%)2/16/202813,054 13,043 13,066 3.4 %
Triton Water Holdings, Inc. (f)Food & BeverageS+ 3.25% (8.81%)3/31/20287,294 7,283 7,211 1.9 %
Triton Water Holdings, Inc. (b)Food & BeverageS+ 4.00% (9.30%)3/31/20281,746 1,720 1,725 0.4 %
Truck Hero, Inc. (f)TransportationS+ 5.00% (10.45%)1/31/20281,500 1,466 1,496 0.4 %
Truck Hero, Inc. (f)TransportationS+ 3.50% (8.95%)1/31/20283,445 3,361 3,412 0.9 %
Truist Insurance Holdings, LLC (b)FinancialsS+ 3.25% (8.57%)3/21/20314,285 4,274 4,278 1.1 %
UKG, Inc. (b) (f)TechnologyS+ 3.50% (8.81%)2/10/20318,930 8,853 8,973 2.3 %
United Airlines, Inc. (f)Transportation4.63%4/15/2029500 450 464 0.1 %
United Airlines, Inc. (b)TransportationS+ 2.75% (8.08%)2/22/20314,500 4,478 4,499 1.2 %
University Support Services, LLC (f)EducationS+ 3.00% (8.43%)2/12/20294,888 4,874 4,874 1.3 %
US Anesthesia Partners, Inc. (b) (f)HealthcareS+ 4.25% (9.69%)10/2/20285,043 4,604 4,811 1.2 %
Venga Finance SARL (b)TelecomS+ 4.75% (10.36%)6/28/20293,940 3,838 3,930 1.0 %
Victory Buyer, LLC (b)IndustrialsS+ 3.75% (9.34%)11/20/20282,494 2,375 2,363 0.6 %
Virgin Media Bristol, LLC (f)TelecomS+ 3.25% (8.79%)3/31/20312,500 2,497 2,458 0.6 %

43
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
March 31, 2024
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/Number of SharesAmortized CostFair Value% of Members’ Capital (c)
Vistra Operations Co., LLC (f)UtilitiesS+ 2.00% (7.33%)12/20/2030$2,494 $2,500 $2,490 0.6 %
Vyaire Medical, Inc. (f)HealthcareS+ 4.75% (10.34%)4/16/20257,257 6,839 4,439 1.1 %
WaterBridge Midstream Operating, LLC (b)EnergyS+ 5.75% (11.34%)6/19/202612,977 12,426 12,981 3.3 %
Watlow Electric Manufacturing, Co. (b)IndustrialsS+ 3.75% (9.33%)3/2/20284,807 4,791 4,813 1.1 %
Waystar Technologies, Inc. (b)HealthcareS+ 4.00% (9.33%)10/22/20292,500 2,498 2,504 0.6 %
WCG Purchaser Corp. (f)HealthcareS+ 4.00% (9.44%)1/8/20274,961 4,920 4,960 1.3 %
WEC US Holdings, Ltd. (b)UtilitiesS+ 2.75% (8.08%)1/27/20315,520 5,492 5,512 1.4 %
Western Dental Services, Inc. (f)HealthcareS+ 4.50% (10.11%)8/18/2028906 906 598 0.2 %
Western Dental Services, Inc. (f)HealthcareS+ 4.50% (10.11%)8/18/20288,870 8,866 5,861 1.5 %
WestJet Loyalty, LP (b)TransportationS+ 3.75% (9.07%)2/14/20315,800 5,743 5,795 1.5 %
Wilsonart, LLC (b)ConsumerS+ 3.25% (8.65%)12/31/20267,281 7,279 7,285 1.9 %
Windsor Holdings III, LLC (f)ChemicalsS+ 4.00% (9.33%)8/1/20303,302 3,240 3,308 0.9 %
Zayo Group Holdings, Inc. (f)TelecomS+ 3.00% (8.45%)3/9/20276,500 5,606 5,689 1.5 %
Zelis Cost Management Buyer, Inc. (f)HealthcareS+ 2.75% (8.07%)9/28/20291,880 1,871 1,879 0.5 %
Subtotal Senior Secured First Lien Debt$883,043 $864,893 222.8 %
Senior Secured Second Lien Debt
American Rock Salt Company, LLC (b)ChemicalsS+ 7.25% (12.69%)6/11/2029$1,943 $1,925 $1,749 0.5 %
Asurion, LLC (b) (f)Business ServicesS+ 5.25% (10.69%)1/31/20289,632 9,418 8,645 2.1 %
Edelman Financial Center, LLC (b) (e)FinancialsS+ 6.75% (12.20%)7/20/20267,972 7,978 7,999 2.1 %
IDERA, Inc. (b) (e)TechnologyS+ 6.75% (12.21%)3/2/20291,545 1,509 1,475 0.4 %
Subtotal Senior Secured Second Lien Debt$20,830 $19,868 5.1 %
Collateralized Securities
Collateralized Securities - Debt Investments
AIG CLO, Ltd. 21-1A FDiversified Investment VehiclesS+ 6.90% (12.48%)4/22/2034$1,410 $1,300 $1,228 0.3 %
Battalion CLO, Ltd. 21-17A FDiversified Investment VehiclesS+ 7.50% (13.08%)3/9/20341,224 1,143 976 0.3 %
Carlyle GMS CLO, 16-3A FRRDiversified Investment VehiclesS+ 8.60% (14.18%)7/20/20342,100 1,996 1,780 0.5 %
Covenant Credit Partners CLO, Ltd. 17 1A EDiversified Investment VehiclesS+ 6.45% (12.03%)10/15/20292,500 2,327 2,332 0.6 %
Eaton Vance CDO, Ltd. 15-1A FRDiversified Investment VehiclesS+ 7.97% (13.55%)1/20/20302,000 1,789 1,543 0.4 %
Elevation CLO, Ltd. 13-1A D2Diversified Investment VehiclesS+ 11.35% (16.92%)8/15/20322,000 1,967 1,945 0.5 %
Fortress Credit BSL, Ltd. 22-1A EDiversified Investment VehiclesS+ 8.15% (13.47%)10/23/20341,000 982 982 0.3 %
Great Lakes CLO, Ltd. 21-6A EDiversified Investment VehiclesS+ 8.03% (13.61%)1/15/20345,150 4,971 4,970 1.3 %
Greywolf CLO, Ltd. 20-3RA ERDiversified Investment VehiclesS+ 8.74% (14.32%)4/15/20331,000 888 869 0.2 %
Hayfin Kingsland XI, Ltd. 19-2A ERDiversified Investment VehiclesS+ 7.72% (13.30%)10/20/20342,500 2,434 2,451 0.6 %
Highbridge Loan Management, Ltd. 11A-17 EDiversified Investment VehiclesS+ 6.10% (11.65%)5/6/20303,000 2,754 2,642 0.7 %
Jamestown CLO, Ltd. 22-18A EDiversified Investment VehiclesS+ 7.87% (13.20%)7/25/20353,000 2,748 2,940 0.8 %

44
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
March 31, 2024
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/Number of SharesAmortized CostFair Value% of Members’ Capital (c)
KKR Financial CLO, Ltd. 15 FRDiversified Investment VehiclesS+ 8.50% (14.06%)1/18/2032$2,000 $1,908 $1,699 0.4 %
LCM, Ltd. Partnership 16A ER2Diversified Investment VehiclesS+ 6.38% (11.96%)10/15/20312,500 2,317 2,186 0.6 %
Marble Point CLO, Ltd. 20-1A EDiversified Investment VehiclesS+ 6.82% (12.40%)4/20/20334,500 4,414 4,320 1.1 %
Medalist Partners Corporate Finance CLO, Ltd. 21-1A DDiversified Investment VehiclesS+ 7.48% (13.06%)10/20/20343,000 2,868 2,921 0.8 %
Northwoods Capital, Ltd. 17-15A ERDiversified Investment VehiclesS+ 7.64% (13.23%)6/20/20343,000 2,930 2,891 0.7 %
Ocean Trails CLO 22-12A EDiversified Investment VehiclesS+ 8.11% (13.43%)7/20/20353,460 3,201 3,326 0.9 %
OCP CLO, Ltd. 14-5A DRDiversified Investment VehiclesS+ 5.70% (11.29%)4/26/20312,200 2,101 2,006 0.5 %
OZLM, Ltd. 16-15A DRDiversified Investment VehiclesS+ 6.75% (12.33%)4/20/20332,000 1,916 1,802 0.5 %
Palmer Square CLO, Ltd. 21-4A FDiversified Investment VehiclesS+ 7.66% (13.24%)10/15/20341,500 1,435 1,324 0.3 %
Saranac CLO, Ltd. 20-8A EDiversified Investment VehiclesS+ 8.12% (13.70%)2/20/20331,455 1,443 1,369 0.4 %
Sculptor CLO, Ltd. 27A EDiversified Investment VehiclesS+ 7.05% (12.63%)7/20/20341,500 1,462 1,431 0.4 %
Sound Point CLO, Ltd. 17-1A EDiversified Investment VehiclesS+ 5.96% (11.54%)1/23/20294,000 3,696 3,516 0.9 %
Sound Point CLO, Ltd. 17-2A EDiversified Investment VehiclesS+ 6.10% (11.69%)7/25/20302,400 2,130 1,830 0.5 %
Sound Point CLO, Ltd. 18-3A DDiversified Investment VehiclesS+ 5.79% (11.38%)10/26/20311,000 916 751 0.2 %
Symphony CLO, Ltd. 2012-9A ER2Diversified Investment VehiclesS+ 6.95% (12.53%)7/16/20323,000 2,803 2,732 0.7 %
Trimaran CAVU 2021-2A, Ltd. 21-2A EDiversified Investment VehiclesS+ 7.20% (12.79%)10/25/20343,000 2,949 2,881 0.7 %
Trysail CLO, Ltd. 21-1A EDiversified Investment VehiclesS+ 7.38% (12.96%)7/20/20321,500 1,453 1,467 0.4 %
Venture CDO, Ltd. 16-23A ER2Diversified Investment VehiclesS+ 7.55% (13.12%)7/19/20343,000 2,922 2,682 0.7 %
Venture CDO, Ltd. 16-25A EDiversified Investment VehiclesS+ 7.20% (12.78%)4/20/20292,000 1,957 1,758 0.4 %
Venture CDO, Ltd. 20-39A EDiversified Investment VehiclesS+ 7.63% (13.21%)4/15/20334,995 4,966 4,828 1.1 %
Venture CLO 43, Ltd. 21-43A EDiversified Investment VehiclesS+ 7.15% (12.73%)4/15/20343,000 2,924 2,712 0.6 %
Wind River CLO, Ltd. 14-2A FRDiversified Investment VehiclesS+ 7.87% (13.45%)1/15/20313,000 2,579 1,860 0.5 %
Zais CLO 13, Ltd. 19-13A D1Diversified Investment VehiclesS+ 4.52% (10.10%)7/15/20323,000 2,767 2,833 0.7 %
Subtotal Collateralized Securities$83,356 $79,783 20.5 %
Equity/Other
Avaya Holdings Corp.Technology88$1,244 $528 0.1 %
Avaya Holdings Corp.Technology17244 104 — %
Resolute Investment Managers, Inc.Financials301,286 991 0.3 %
Subtotal Equity/Other$2,774 $1,623 0.4 %
TOTAL INVESTMENTS$990,003 $966,167 248.8 %
(a) The majority of the investments bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate ("SOFR" or "S") which reset daily, monthly, quarterly, or semiannually. For each, SLF has provided the spread over the relevant reference rate and the current interest rate in effect at March 31, 2024. Certain investments are subject to reference rate floors. For fixed rate loans, a spread above a reference rate is not applicable. For floating rate securities the all-in rate is disclosed within parentheses.

45
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
(b) SLF’s investment or a portion thereof is pledged as collateral under the BAML Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.
(c) Percentages are based on SLF members' capital as of March 31, 2024.
(d) SLF has various unfunded commitments to portfolio companies.
(e) SLF’s investment or a portion thereof is held through a total return swap agreement with J.P. Morgan.
(f) SLF's investment or a portion thereof is pledged as collateral under the CIBC Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.
SLF had no unfunded commitments as of March 31, 2024.

Below is a listing of SLF’s individual investments as of December 31, 2023:
December 31, 2023
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/Number of SharesAmortized CostFair Value% of Members’ Capital (c)
Senior Secured First Lien Debt
Accentcare, Inc. (b)HealthcareS+ 4.00% (9.65%)6/22/2026$9,828 $9,828 $7,633 2.0 %
Acrisure, LLC (b)FinancialsS+ 3.50% (9.15%)2/15/202719,905 19,600 19,838 5.2 %
Adtalem Global Education, Inc. (f)EducationS+ 4.00% (9.47%)8/11/2028692 692 692 0.2 %
Adtalem Global Education, Inc. (f)Education5.00%3/1/20281,042 1,042 1,008 0.3 %
Advisor Group, Inc. (f)FinancialsS+ 4.50% (9.86%)8/17/20285,532 5,479 5,544 1.5 %
Air CanadaTransportation3.88%8/15/20262,000 1,822 1,903 0.5 %
Alchemy US Holdco 1, LLC (b)IndustrialsS+ 7.32% (12.82%)10/10/202515,555 15,522 15,419 4.1 %
Allied Universal Holdco, LLC (b)Business ServicesS+ 4.75% (10.11%)5/15/20284,988 4,851 4,980 1.3 %
Altice Financing, SA (f)Telecom5.00%1/15/20282,000 1,949 1,816 0.5 %
Altice France, SA (b) (e)TelecomS+ 5.50% (10.89%)8/15/202812,479 11,752 11,174 2.9 %
Alvogen Pharma US, Inc. (b)HealthcareS+ 7.50% (13.00%)6/30/202511,264 11,225 10,729 2.8 %
Amentum Government Services Holdings, LLC (f)IndustrialsS+ 4.00% (9.47%)1/29/20271,949 1,942 1,948 0.5 %
Amentum Government Services Holdings, LLC (b)IndustrialsS+ 4.00% (9.36%)2/15/20294,925 4,868 4,918 1.3 %
American Airlines Inc/AAdvantage Loyalty IP, Ltd. (b)TransportationS+ 4.75% (10.43%)4/20/20287,484 7,429 7,679 2.0 %
AP Gaming I, LLC (f)Gaming/LodgingS+ 4.00% (9.46%)2/15/20297,336 7,232 7,348 1.9 %
Apollo Commercial Real Estate Finance, Inc. (f)Financials4.63%6/15/20293,000 3,000 2,507 0.7 %
AppLovin Corp. (b)Media/EntertainmentS+ 3.10% (8.56%)10/23/20288,843 8,829 8,843 2.3 %
Ardagh Metal Packaging Finance USA, LLCPaper & Packaging3.25%9/1/20282,000 1,654 1,748 0.5 %
Artera Services, LLC (f)UtilitiesS+ 3.50% (8.95%)3/6/20252,438 2,432 2,287 0.6 %
Ascend Learning, LLC (f)EducationS+ 3.50% (8.95%)12/11/20284,975 4,696 4,882 1.3 %
Ascensus Holidngs, Inc. (b)Business ServicesS+ 3.50% (8.97%)8/2/20287,624 7,616 7,598 2.0 %
Astoria Energy, LLC (f)UtilitiesS+ 3.50% (8.97%)12/6/20271,856 1,856 1,860 0.5 %
Asurion, LLC (b)Business ServicesS+ 3.25% (8.72%)12/23/20264,874 4,822 4,858 1.3 %
Athenahealth Group, Inc. (b)HealthcareS+ 3.25% (8.61%)2/15/202912,820 12,759 12,750 3.4 %
Athletico Management, LLC (f)HealthcareS+ 4.25% (9.75%)2/15/20294,925 4,905 4,117 1.1 %
Avaya Holdings Corp.TechnologyS+ 8.50% (13.86%) 7.00% PIK8/1/20282,566 2,519 2,257 0.6 %
Bally's Corp. (b) (f)Gaming/LodgingS+ 3.25% (8.93%)10/2/20284,975 4,931 4,703 1.2 %
Bella Holding Co., LLC (f)HealthcareS+ 3.75% (9.21%)5/10/20284,987 4,962 4,944 1.3 %
Blackstone CQP Holdco, LP (b) (f)IndustrialsS+ 3.00% (8.35%)12/31/20309,416 9,412 9,428 2.5 %
Cablevision Lightpath, LLC (f)Telecom3.88%9/15/20272,000 1,949 1,759 0.5 %
Carnival Corp.Consumer4.00%8/1/20281,500 1,302 1,389 0.4 %
Cirque Du Soleil Holding USA Newco, Inc. (f)Media/EntertainmentS+ 4.25% (9.60%)3/8/20303,473 3,442 3,456 0.9 %
Citadel Securities, LP (b)FinancialsS+ 2.50% (7.97%)7/29/20304,489 4,483 4,494 1.2 %
CLP Health Services, Inc. (b)HealthcareS+ 4.25% (9.90%)12/31/202612,653 12,622 12,390 3.3 %

46
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
December 31, 2023
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/Number of SharesAmortized CostFair Value% of Members’ Capital (c)
CNT Holdings I Corp. (f)ConsumerS+ 3.50% (8.93%)11/8/2027$3,403 $3,404 $3,407 0.9 %
CommerceHub, Inc. (f)TechnologyS+ 4.00% (9.54%)12/29/20278,825 8,826 8,333 2.2 %
Community Care Health Network, LLC (b)HealthcareS+ 4.75% (10.22%)2/17/20259,559 9,549 9,369 2.5 %
Compass Power Generation, LLC (b)UtilitiesS+ 4.25% (9.72%)4/16/20293,958 3,840 3,971 1.0 %
Connect Finco SARL (f)TelecomS+ 3.50% (8.86%)12/11/20267,385 7,398 7,380 1.9 %
Connectwise, LLC (f)Software/ServicesS+ 3.50% (8.97%)9/29/20286,860 6,841 6,836 1.8 %
Conservice Midco, LLC (b)Business ServicesS+ 4.25% (9.71%)5/13/20277,544 7,546 7,547 2.0 %
Conterra Ultra Broadband, LLC (b)TelecomS+ 4.75% (10.21%)4/30/20266,573 6,574 6,557 1.7 %
Corelogic, Inc. (b)Business ServicesS+ 3.50% (8.97%)6/2/20284,828 4,826 4,686 1.2 %
Cushman & Wakefield US Borrower, LLC (f)FinancialsS+ 4.00% (9.36%)1/31/20304,740 4,625 4,728 1.2 %
Directv Financing, LLC (b)Media/EntertainmentS+ 5.00% (10.65%)8/2/20273,988 3,951 3,983 1.0 %
Dish Dbs Corp. (f)Cable5.25%12/1/2026700 700 601 0.2 %
Division Holding Corp. (b)Business ServicesS+ 4.75% (10.22%)5/26/20288,564 8,564 8,478 2.2 %
Dynasty Acquisition Co., Inc. (e)IndustrialsS+ 4.00% (9.36%)8/24/20285,544 5,535 5,555 1.5 %
Dynasty Acquisition Co., Inc. (e)IndustrialsS+ 4.00% (9.36%)8/24/20282,376 2,372 2,381 0.6 %
Edgewater Generation, LLC (b)UtilitiesS+ 3.75% (9.22%)12/15/20254,896 4,763 4,797 1.3 %
Entain Holdings Gibraltar, Ltd. (f)Gaming/LodgingS+ 3.50% (8.95%)10/31/2029504 499 504 0.1 %
First Brands Group, LLC (f)ConsumerS+ 5.00% (10.88%)3/30/20272,494 2,475 2,469 0.7 %
Flex Acquisition Company, Inc. (f)Paper & PackagingS+ 4.18% (9.63%)4/13/20292,463 2,407 2,471 0.7 %
Florida Food Products, LLC (f)Food & BeverageS+ 5.00% (10.47%)10/18/20287,860 7,771 7,310 1.9 %
Foley Products Co., LLC (b)IndustrialsS+ 4.75% (10.25%)12/29/20282,554 2,533 2,557 0.7 %
Frontier Communications Corp. (f)Telecom5.00%5/1/20281,240 1,285 1,148 0.3 %
Frontier Communications Corp. (b)TelecomS+ 3.75% (9.22%)10/8/202712,934 12,918 12,853 3.4 %
Galaxy US OpCo, Inc. (b) (f)Software/ServicesS+ 4.75% (10.13%)4/30/20297,839 7,005 6,428 1.7 %
Geon Performance Solutions, LLC (b)ChemicalsS+ 4.75% (10.36%)8/18/20284,611 4,584 4,599 1.2 %
GIP Pilot Acquisition Partners, LP (b)EnergyS+ 3.00% (8.39%)10/4/20301,250 1,244 1,249 0.3 %
Gordian Medical, Inc. (b)HealthcareS+ 6.25% (12.15%)1/31/202710,839 10,790 6,882 1.8 %
Green Energy Partners/Stonewall, LLC (f)UtilitiesS+ 6.00% (11.61%)11/12/20264,000 3,780 4,000 1.1 %
Greeneden U.S. Holdings I, LLC (b)Software/ServicesS+ 4.00% (9.47%)12/1/20274,840 4,766 4,856 1.3 %
GTCR W Merger Sub, LLC (b)FinancialsS+ 3.00% (8.33%)9/20/20302,500 2,488 2,509 0.7 %
GVC Holdings Gibraltar, Ltd. (f)Gaming/LodgingS+ 2.50% (7.95%)3/29/20274,875 4,874 4,882 1.3 %
HAH Group Holding Company, LLC (b)HealthcareS+ 5.00% (10.46%)10/29/2027722 722 722 0.2 %
HAH Group Holding Company, LLC (b)HealthcareS+ 5.00% (10.46%)10/29/20275,710 5,640 5,710 1.5 %
Hamilton Projects Acquiror, LLC (f)UtilitiesS+ 4.50% (9.97%)6/17/20274,475 4,458 4,489 1.2 %
Hertz Corp. (b) (f)TransportationS+ 3.25% (8.72%)6/30/20284,101 4,090 4,085 1.1 %
Hertz Corp. (b) (f)TransportationS+ 3.25% (8.72%)6/30/2028793 791 790 0.2 %
Hexion Holdings Corp. (f)ChemicalsS+ 4.50% (10.02%)3/15/20292,494 2,381 2,391 0.6 %
HireRight, Inc. (b)Business ServicesS+ 4.00% (9.36%)9/27/20305,133 5,058 5,111 1.3 %
Hudson River Trading, LLC (b)FinancialsS+ 3.00% (8.47%)3/20/20285,337 5,287 5,313 1.4 %
ICP Industrial, Inc. (f)ChemicalsS+ 3.75% (9.36%)12/29/20276,110 6,102 4,897 1.3 %
IDERA, Inc. (f)TechnologyS+ 3.75% (9.28%)3/2/20286,842 6,845 6,798 1.8 %
Jack Ohio Finance, LLC (f)Gaming/LodgingS+ 4.75% (10.22%)10/4/20283,916 3,902 3,848 1.0 %
Jane Street Group, LLC (f)Financials4.50%11/15/20297,000 6,652 6,533 1.7 %

47
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
December 31, 2023
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/Number of SharesAmortized CostFair Value% of Members’ Capital (c)
Jump Financial, LLC (b)FinancialsS+ 4.50% (10.11%)8/7/2028$7,343 $7,251 $7,270 1.9 %
Kingpin Intermediate Holdings, LLC (f)ConsumerS+ 3.50% (8.86%)2/8/20282,105 2,071 2,102 0.6 %
Kissner Milling Co., Ltd. (f)Industrials4.88%5/1/20282,000 1,940 1,883 0.5 %
Kuehg Corp. (f)EducationS+ 5.00% (10.35%)6/12/20304,988 4,738 5,003 1.3 %
LABL, Inc. (b)Paper & PackagingS+ 5.00% (10.46%)10/30/20283,920 3,875 3,751 1.0 %
LifePoint Health, Inc. (f)Healthcare4.38%2/15/20272,000 2,000 1,851 0.5 %
LifePoint Health, Inc. (b)HealthcareS+ 5.50% (11.17%)11/16/20284,872 4,758 4,851 1.3 %
Lightstone Holdco, LLC (f)UtilitiesS+ 5.75% (11.13%)1/29/2027666 610 632 0.2 %
Lightstone Holdco, LLC (f)UtilitiesS+ 5.75% (11.13%)1/29/202711,770 10,783 11,169 2.9 %
Liquid Tech Solutions Holdings, LLC (b) (f)IndustrialsS+ 4.75% (10.22%)3/20/202810,010 9,974 10,010 2.6 %
Luxembourg Investment Co., 428 SARL (b)ChemicalsS+ 5.00% (10.43%)1/3/20293,686 3,659 2,415 0.6 %
Madison IAQ, LLC (f)Industrials4.13%6/30/20282,000 1,987 1,825 0.5 %
Max US Bidco, Inc. (b)Food & BeverageS+ 5.00% (10.35%)10/3/20305,000 4,760 4,658 1.2 %
Medallion Midland Acquisition, LP (f)EnergyS+ 3.50% (8.86%)10/18/20285,530 5,505 5,545 1.5 %
MH Sub I, LLC (b)Business ServicesS+ 4.25% (9.61%)5/3/20284,975 4,861 4,883 1.3 %
Michael Baker International, LLC (b)IndustrialsS+ 5.00% (10.47%)12/1/20283,267 3,243 3,259 0.9 %
MPH Acquisition Holdings, LLC (f)Healthcare5.50%9/1/20282,000 1,993 1,783 0.5 %
MPH Acquisition Holdings, LLC (b)HealthcareS+ 4.25% (9.90%)9/1/20284,888 4,816 4,699 1.2 %
MYOB US Borrower, LLC (f)Business ServicesS+ 4.00% (9.36%)5/6/20265,355 5,347 5,315 1.4 %
National Mentor Holdings, Inc. (f)HealthcareS+ 3.75% (9.20%)3/2/2028150 149 136 0.0 %
National Mentor Holdings, Inc. (b) (f)HealthcareS+ 3.75% (9.21%)3/2/20284,357 4,339 3,943 1.0 %
Nexus Buyer, LLC (f)FinancialsS+ 4.50% (9.86%)12/13/20282,000 1,940 1,981 0.5 %
Nexus Buyer, LLC (f)FinancialsS+ 3.75% (9.21%)11/9/20268,441 8,259 8,338 2.2 %
Northriver Midstream Finance, LPEnergy5.63%2/15/20261,000 947 969 0.3 %
Nouryon Finance B.V. (e) (f)ChemicalsS+ 4.00% (9.47%)4/3/20284,586 4,551 4,599 1.2 %
Omnia Partners, LLC (f)Business ServicesS+ 4.25% (9.63%)7/25/20303,748 3,711 3,769 1.0 %
Omnia Partners, LLC (f)Business ServicesS+ 4.25%7/25/2030— (2)2 0.0 %
Oscar AcquisitionCo, LLC (f)IndustrialsS+ 4.50% (9.95%)4/30/20292,494 2,447 2,466 0.6 %
Paysafe Finance, PLC (f)Software/Services4.00%6/15/2029400 400 355 0.1 %
Peraton Corp. (b)IndustrialsS+ 3.75% (9.21%)2/1/20284,960 4,928 4,966 1.3 %
PG&E Corp. (f)UtilitiesS+ 2.50% (7.86%)6/23/20272,140 2,129 2,140 0.6 %
PODS, LLC (f)Paper & PackagingS+ 3.00% (8.47%)3/31/20284,274 4,064 4,176 1.1 %
Polaris Newco, LLC (f)Business ServicesS+ 4.00% (9.47%)6/2/20282,980 2,841 2,936 0.8 %
Power Stop, LLC (f)TransportationS+ 4.75% (10.21%)1/26/20293,517 3,485 3,071 0.8 %
PRA Health Sciences, Inc.Healthcare2.88%7/15/2026500 454 469 0.1 %
Project Accelerate Parent, LLC (e)TechnologyS+ 4.25% (9.90%)1/2/202515,775 15,777 15,735 4.1 %
Proofpoint, Inc. (b)Software/ServicesS+ 3.25% (8.72%)8/31/20286,372 6,328 6,366 1.7 %
Protective Industrial Products, Inc. (b)IndustrialsS+ 4.00% (9.47%)12/29/20278,943 8,908 8,474 2.2 %
Pug, LLC (f)Media/EntertainmentS+ 3.50% (8.97%)2/12/20274,861 4,784 4,774 1.3 %
Quikrete Holdings, Inc. (f)IndustrialsS+ 2.75% (8.22%)3/19/20297,860 7,860��7,880 2.1 %
RealPage, Inc. (f)Software/ServicesS+ 3.00% (8.47%)4/24/20284,987 4,881 4,942 1.3 %
Renaissance Holding Corp. (f)Software/ServicesS+ 4.75% (10.11%)4/8/20301,995 1,993 2,000 0.5 %
Resolute Investment Managers, Inc.FinancialsS+ 6.50% (11.85%)4/30/20272,458 2,458 2,458 0.6 %
Restoration Hardware, Inc. (f)RetailS+ 2.50% (7.97%)10/20/20282,494 2,400 2,421 0.6 %

48
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
December 31, 2023
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/Number of SharesAmortized CostFair Value% of Members’ Capital (c)
Roper Industrial Products Investment Co., LLC (f)IndustrialsS+ 4.00% (9.35%)11/22/2029$7,553 $7,373 $7,564 2.0 %
RXB Holdings, Inc. (f)HealthcareS+ 4.50% (9.97%)12/20/202710,000 10,015 9,933 2.6 %
S&S Holdings, LLC (f)ConsumerS+ 5.00% (10.50%)3/13/20286,808 6,662 6,639 1.7 %
Safe Fleet Holdings, LLC (b)IndustrialsS+ 3.75% (9.21%)2/23/20297,369 7,332 7,380 1.9 %
Safety Products/JHC Acquisition Corp. (b)IndustrialsS+ 4.50% (9.95%)6/28/2026919 884 901 0.2 %
Safety Products/JHC Acquisition Corp. (b) (f)IndustrialsS+ 4.50% (9.95%)6/28/202617,004 16,522 16,558 4.4 %
Schenectady International Group, Inc. (b)ChemicalsS+ 4.75% (10.24%)10/15/202511,584 11,568 7,842 2.1 %
Sierra Enterprises, LLC (b)Food & BeverageS+ 6.75% (12.13%) 4.25% PIK5/10/20275,060 4,976 4,605 1.2 %
SK Neptune Husky Finance SARL (b)ChemicalsS+ 10.00% (15.65%)4/30/2024647 625 624 0.2 %
Sotera Health Holdings, LLC (f)HealthcareS+ 3.75% (9.11%)12/14/20264,219 4,113 4,216 1.1 %
Staples, Inc. (b)Business ServicesS+ 5.00% (10.46%)4/16/20264,848 4,815 4,579 1.2 %
Surgery Center Holdings, Inc. (f)HealthcareS+ 3.50% (8.86%)12/19/2030400 396 401 0.1 %
Team Health Holdings, Inc. (e) (f)HealthcareS+ 5.25% (10.63%)3/2/20275,372 4,560 4,066 1.1 %
Tecta America Corp. (f)IndustrialsS+ 4.00% (9.47%)4/10/20288,863 8,844 8,874 2.3 %
TransDigm, Inc. (f)IndustrialsS+ 3.25% (8.60%)2/14/20316,000 5,986 6,023 1.6 %
Traverse Midstream Partners, LLC (b)EnergyS+ 3.75% (9.24%)2/16/202813,054 13,040 13,048 3.4 %
Triton Water Holdings, Inc. (f)Food & BeverageS+ 3.25% (8.86%)3/31/20287,313 7,300 7,236 1.9 %
Truck Hero, Inc. (f)TransportationS+ 5.00% (10.47%)1/31/20281,500 1,463 1,493 0.4 %
Truck Hero, Inc. (f)TransportationS+ 3.50% (8.97%)1/31/20283,454 3,364 3,400 0.9 %
UKG, Inc. (f)TechnologyS+ 4.50% (9.99%)5/4/20263,576 3,497 3,585 0.9 %
Ultimate Software Group, Inc. (f)TechnologyS+ 3.75% (9.23%)5/4/20261,191 1,171 1,193 0.3 %
United Airlines, Inc. (f)TransportationS+ 3.75% (9.22%)4/21/20282,959 2,950 2,966 0.8 %
United Airlines, Inc. (f)Transportation4.63%4/15/2029500 448 469 0.1 %
University Support Services, LLC (f)EducationS+ 3.25% (8.71%)2/12/20294,900 4,884 4,895 1.3 %
Urban One, Inc. (f)Media/Entertainment7.38%2/1/20285,000 5,116 4,235 1.1 %
US Anesthesia Partners, Inc. (f)HealthcareS+ 4.25% (9.71%)10/2/20283,556 3,160 3,241 0.9 %
Venga Finance SARL (b)TelecomS+ 4.75% (10.40%)6/28/20293,950 3,844 3,913 1.0 %
Venture Global Calcasieu Pass, LLCEnergy3.88%8/15/20292,000 1,673 1,816 0.5 %
Vyaire Medical, Inc. (f)HealthcareS+ 4.75% (10.41%)4/16/20257,277 6,766 5,264 1.4 %
WaterBridge Midstream Operating, LLC (b)EnergyS+ 5.75% (11.39%)6/19/202613,011 12,404 13,012 3.4 %
Watlow Electric Manufacturing, Co. (b)IndustrialsS+ 3.75% (9.40%)3/2/20284,903 4,888 4,896 1.3 %
WCG Purchaser Corp. (f)HealthcareS+ 4.00% (9.47%)1/8/20274,974 4,929 4,979 1.3 %
Western Dental Services, Inc. (f)HealthcareS+ 4.50% (10.15%)8/18/20288,893 8,888 5,431 1.4 %
Western Dental Services, Inc. (f)HealthcareS+ 4.50% (10.15%)8/18/2028908 908 554 0.1 %
Wilsonart, LLC (b)ConsumerS+ 3.25% (8.70%)12/31/20267,300 7,297 7,309 1.9 %
Windsor Holdings III, LLC (f)ChemicalsS+ 4.50% (9.84%)8/1/20303,310 3,246 3,328 0.9 %
WMG Acquisition Corp.Media/Entertainment3.00%2/15/20312,000 1,580 1,720 0.5 %
Zayo Group Holdings, Inc. (f)TelecomS+ 3.00% (8.47%)3/9/20276,500 5,545 5,564 1.5 %
Subtotal Senior Secured First Lien Debt$801,319 $778,934 205.1 %
Senior Secured Second Lien Debt
American Rock Salt Company, LLC (b)ChemicalsS+ 7.25% (12.72%)6/11/2029$1,943 $1,924 $1,749 0.5 %
Asurion, LLC (b) (f)Business ServicesS+ 5.25% (10.72%)1/31/20289,632 9,404 9,158 2.4 %

49
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
December 31, 2023
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/Number of SharesAmortized CostFair Value% of Members’ Capital (c)
Edelman Financial Center, LLC (b) (e)FinancialsS+ 6.75% (12.22%)7/20/2026$7,972 $7,932 $7,962 2.1 %
IDERA, Inc. (b) (e)TechnologyS+ 6.75% (12.28%)3/2/20291,545 1,494 1,475 0.4 %
Subtotal Senior Secured Second Lien Debt$20,754 $20,344 5.4 %
Collateralized Securities
Collateralized Securities - Debt Investments
AIG CLO, Ltd. 21-1A FDiversified Investment VehiclesS+ 6.90% (12.57%)4/22/2034$1,410 $1,298 $1,170 0.3 %
Battalion CLO, Ltd. 21-17A FDiversified Investment VehiclesS+ 7.50% (13.18%)3/9/20341,224 1,142 935 0.2 %
Carlyle GMS CLO, 16-3A FRRDiversified Investment VehiclesS+ 8.60% (14.28%)7/20/20342,100 1,995 1,680 0.4 %
Covenant Credit Partners CLO, Ltd. 17 1A EDiversified Investment VehiclesS+ 6.45% (12.11%)10/15/20292,500 2,321 2,231 0.6 %
Eaton Vance CDO, Ltd. 15-1A FRDiversified Investment VehiclesS+ 7.97% (13.65%)1/20/20302,000 1,782 1,543 0.4 %
Elevation CLO, Ltd. 13-1A D2Diversified Investment VehiclesS+ 7.65% (13.29%)8/15/20322,000 1,966 1,941 0.5 %
Fortress Credit BSL, Ltd. 22-1A EDiversified Investment VehiclesS+ 8.15% (13.56%)10/23/20341,000 982 948 0.2 %
Great Lakes CLO, Ltd. 21-6A EDiversified Investment VehiclesS+ 8.03% (13.69%)1/15/20345,150 4,966 4,711 1.2 %
Greywolf CLO, Ltd. 20-3RA ERDiversified Investment VehiclesS+ 9.00% (14.41%)4/15/20331,000 887 821 0.2 %
Hayfin Kingsland XI, Ltd. 19-2A ERDiversified Investment VehiclesS+ 7.72% (13.40%)10/20/20342,500 2,433 2,390 0.6 %
Highbridge Loan Management, Ltd. 11A-17 EDiversified Investment VehiclesS+ 6.10% (11.75%)5/6/20303,000 2,746 2,504 0.7 %
Jamestown CLO, Ltd. 22-18A EDiversified Investment VehiclesS+ 7.87% (13.25%)7/25/20353,000 2,745 2,876 0.8 %
KKR Financial CLO, Ltd. 15 FRDiversified Investment VehiclesS+ 8.50% (14.16%)1/18/20322,000 1,906 1,569 0.4 %
LCM, Ltd. Partnership 16A ER2Diversified Investment VehiclesS+ 6.38% (12.04%)10/15/20312,500 2,312 2,089 0.6 %
Marble Point CLO, Ltd. 20-1A EDiversified Investment VehiclesS+ 6.82% (12.50%)4/20/20334,500 4,412 4,213 1.1 %
Medalist Partners Corporate Finance CLO, Ltd. 21-1A DDiversified Investment VehiclesS+ 7.48% (13.16%)10/20/20343,000 2,867 2,748 0.7 %
Northwoods Capital, Ltd. 17-15A ERDiversified Investment VehiclesS+ 7.64% (13.27%)6/20/20343,000 2,929 2,769 0.7 %
Ocean Trails CLO 22-12A EDiversified Investment VehiclesS+ 8.11% (13.53%)7/20/20353,460 3,198 3,322 0.9 %
OCP CLO, Ltd. 14-5A DRDiversified Investment VehiclesS+ 5.70% (11.34%)4/26/20312,200 2,098 1,936 0.5 %
OZLM, Ltd. 16-15A DRDiversified Investment VehiclesS+ 6.75% (12.43%)4/20/20332,000 1,915 1,738 0.5 %
Palmer Square CLO, Ltd. 21-4A FDiversified Investment VehiclesS+ 7.66% (13.32%)10/15/20341,500 1,433 1,298 0.3 %
Saranac CLO, Ltd. 20-8A EDiversified Investment VehiclesS+ 8.12% (13.75%)2/20/20331,455 1,443 1,315 0.3 %
Sculptor CLO, Ltd. 27A EDiversified Investment VehiclesS+ 7.05% (12.73%)7/20/20341,500 1,461 1,372 0.4 %
Sound Point CLO, Ltd. 17-1A EDiversified Investment VehiclesS+ 5.96% (11.63%)1/23/20294,000 3,684 3,310 0.9 %
Sound Point CLO, Ltd. 17-2A EDiversified Investment VehiclesS+ 6.10% (11.74%)7/25/20302,400 2,122 1,701 0.4 %
Sound Point CLO, Ltd. 18-3A DDiversified Investment VehiclesS+ 5.79% (11.43%)10/26/20311,000 914 726 0.2 %

50
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
December 31, 2023
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/Number of SharesAmortized CostFair Value% of Members’ Capital (c)
Symphony CLO, Ltd. 2012-9A ER2Diversified Investment VehiclesS+ 6.95% (12.61%)7/16/2032$3,000 $2,799 $2,600 0.7 %
Trimaran CAVU 2021-2A, Ltd. 21-2A EDiversified Investment VehiclesS+ 7.20% (12.84%)10/25/20343,000 2,948 2,746 0.7 %
Trysail CLO, Ltd. 21-1A EDiversified Investment VehiclesS+ 7.38% (13.06%)7/20/20321,500 1,452 1,412 0.4 %
Venture CDO, Ltd. 16-23A ER2Diversified Investment VehiclesS+ 7.55% (13.21%)7/19/20343,000 2,921 2,568 0.7 %
Venture CDO, Ltd. 16-25A EDiversified Investment VehiclesS+ 7.20% (12.88%)4/20/20292,000 1,955 1,668 0.5 %
Venture CDO, Ltd. 20-39A EDiversified Investment VehiclesS+ 7.63% (13.29%)4/15/20334,995 4,964 4,628 1.2 %
Venture CLO 43, Ltd. 21-43A EDiversified Investment VehiclesS+ 7.15% (12.81%)4/15/20343,000 2,922 2,548 0.7 %
Wind River CLO, Ltd. 14-2A FRDiversified Investment VehiclesS+ 7.87% (13.53%)1/15/20313,000 2,568 1,897 0.6 %
Zais CLO 13, Ltd. 19-13A D1Diversified Investment VehiclesS+ 4.52% (10.18%)7/15/20323,000 2,761 2,759 0.7 %
Subtotal Collateralized Securities$83,247 $76,682 20.2 %
Equity/Other
Avaya Holdings Corp.Technology88$1,244 $616 0.2 %
Avaya Holdings Corp.Technology17244 121 0.0 %
Resolute Investment Managers, Inc.Financials301,286 991 0.2 %
Subtotal Equity/Other$2,774 $1,728 0.4 %
TOTAL INVESTMENTS$908,094 $877,688 231.1 %
(a) The majority of the investments bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate ("SOFR" or "S") which resets daily. For each, SLF has provided the spread over the relevant reference rate and the current interest rate in effect at December 31, 2023. Certain investments are subject to reference rate floors. For fixed rate loans, a spread above a reference rate is not applicable. For floating rate securities the all-in rate is disclosed within parentheses.
(b) SLF's investment or a portion thereof is pledged as collateral under the BAML Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.
(c) Percentages are based on SLF members' capital as of December 31, 2023.
(d) SLF has various unfunded commitments to portfolio companies.
(e) SLF's investment or a portion thereof is held through a total return swap agreement with J.P. Morgan.
(f) SLF's investment or a portion thereof is pledged as collateral under the CIBC Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.

SLF had $0.4 million of unfunded commitments on delayed draw term loans as of December 31, 2023.
















51
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)

Below is certain summarized financial information for SLF as of March 31, 2024 and December 31, 2023 and for the three months ended March 31, 2024 and March 31, 2023:

Selected Statements of Assets and Liabilities InformationMarch 31,December 31,
20242023
(Unaudited)
ASSETS
Investments, at fair value (amortized cost of $990,003 and $908,094,
respectively)
$966,167 $877,688 
Cash and other assets71,950 68,917 
Total assets$1,038,117 $946,605 
LIABILITIES
Revolving credit facilities (net of deferred financing costs of $1,525 and $1,695, respectively)$558,975 $481,805 
Secured borrowings24,974 39,959 
Other liabilities65,882 45,124 
   Total Liabilities$649,831 $566,888 
MEMBERS’ CAPITAL
  Total members’ capital$388,286 $379,717 
Total liabilities and members’ capital$1,038,117 $946,605 

Selected Statements of Operations InformationFor the three months ended March 31,
20242023
(Unaudited)(Unaudited)
Investment income:
Total investment income$25,995 $22,572 
Operating expenses:
Interest and credit facility financing expenses10,453 9,755 
Other expenses595 576 
   Total expenses11,048 10,331 
Net investment income14,947 12,241 
Realized and unrealized gain (loss) on investments:
Net realized and unrealized gain (loss) on investments2,203 4,539 
Net increase (decrease) in members’ capital resulting from operations$17,150 $16,780 

52
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)

Note 4 - Related Party Transactions
Investment Advisory Agreement
The Company entered intoOn October 2, 2023, the Board of Directors approved an amendment and restatement (the “Amended and Restated Investment Advisory Agreement”) of the Investment Advisory Agreement, withdated September 23, 2020, by and between the Adviser pursuant to whichCompany and the Adviser, subject toAdviser. The Amended and Restated Investment Advisory Agreement went into effect on January 24, 2024 when the overall supervision of the Company’s Board of Directors, manages the day-to-day operations of, and provides investment advisory services to the Company.Mergers closed.
Pursuant to the Amended and Restated Investment Advisory Agreement, the Company pays the Adviser a fee for investment advisory and management services consisting of two components - a base management fee (the “Management Fee”) and an incentive fee, which consists of two components (together, the “Incentive Fee”).
Each of the Amended and Restated Investment Advisory Agreement and the Investment Advisory Agreement are discussed further below.
Management Fee
The Management Fee is payable quarterly in arrears and is calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, where gross assets includes the total assets of the Company, including any borrowings for investment purposes.
Prior to the Mergers, under the Investment Advisory Agreement, the Management Fee for each quarter was calculated as follows:
Prior to a liquidity event, the Management Fee payable under the Investment Advisory Agreement will bewas calculated at an annual rate of 0.5% of the Company’s average gross assets. A “1iquidity event” is defined as any of: (1) a merger or another transaction approved by the Board of Directors in which the Company’s stockholders will receive cash or shares of a publicly traded company (or a company that becomes publicly traded concurrently with the closing of such transaction), which may include an entity advised by the Adviser or its affiliates, (2) an initial public offering (“IPO”) or a listing (an “Exchange Listing”) of the Common Stock on a national securities exchange, or (3) the sale of all or substantially all of the Company’s assets either on a complete portfolio basis or individually followed by a liquidation.
After a liquidity event, the Management Fee payable under the Investment Advisory Agreement will bewas calculated at an annual rate of 1.50% of the Company’s average gross assets, provided, that the 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), and provided further that for a period of 15 months commencing on the date of the closing of a Liquidity Event,liquidity event, the Adviser will irrevocably waive Management Fees in excess of 0.5% of the Company’s average gross assets. Any fees waived under the Investment Advisory Agreement are not subject to reimbursement to the Adviser.
Under the Amended and Restated Investment Advisory Agreement, effective upon the closing of the Mergers on January 24, 2024, (i) the Management Fee increased to an annual rate of 1.50% of the Company’s average gross assets, provided, that the 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 $1.0 of debt outstanding for each $1.0 of equity).
As of March 31, 2021, $0.12024 and December 31, 2023, $10.6million and $1.1 million was payable to the Adviser for management fees.Management Fees, respectively.
For the three months ended March 31, 2021,2024 and 2023, the Company incurred $0.1$10.6 million and $1.0 million, respectively, in Management Fees under the Amended and Restated Investment Advisory Agreement and the Investment Advisory Agreement.




14
53
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 20212024
(Unaudited)
Incentive Fee
The Company will also pay the Adviser an Incentive Fee consisting of two parts, which are described below. Notwithstanding anything herein to the contrary, the Adviser will waivewaived all Incentive Fees for the first twelve calendar quartersperiod from January 7, 2021 (commencement of operations of the Company.operations) to December 31, 2023.
The incentive fee consists of two parts. The first part is referred to as the “incentive fee on income” and it is calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter.
“Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Management Fee, expenses payable under the Administration Agreement (as defined below) and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payment-in-kind (“PIK”)PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing the Company’s Pre-Incentive Fee Net Investment Income, the calculation methodology will look through total return swaps as if the Company owned the referenced assets directly.
For periods ending on or priorPrior to the date ofMergers, under the closing of a Liquidity Event,Investment Advisory Agreement, the incentive fee on income with respect to the Company’s Pre-Incentive Fee Net Investment Income will befor each quarter was calculated as follows:


•No incentive fee on income in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the preferred return rate of 1.50%, or 6.00% annualized (the “Preferred Return”), on net assets;
•100% of Pre-Incentive Fee Net Investment Income, if any, that exceeds the Preferred Return but is less than or equal to 1.765% in any calendar quarter (7.06% annualized). This portion of the incentive fee on income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 15% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches 1.765% (7.06% annualized) in any calendar quarter; and
•For any quarter in which Pre-Incentive Fee Net Investment Income exceeds 1.765% (7.06% annualized), the incentive fee on income equals 15% of the amount of Pre-Incentive Fee Net Investment Income, as the Preferred Return and catch-up will have been achieved.
ForPrior to the Mergers, for any period ending after the closing of a Liquidity Event,liquidity event, the incentive fee on income for each quarter will bewas calculated as follows:


•No incentive fee on income in any calendar quarter in which Pre-Incentive Fee Net Investment Income does not exceed the Preferred Return of 1.50%, or 6.00% annualized, on net assets;
•100% of Pre-Incentive Fee Net Investment Income, if any, that exceeds the Preferred Return but is less than or equal to 1.8175% in any calendar quarter (7.27% annualized), which portion of the incentive fee on income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 17.5% on all of Pre- IncentivePre-Incentive Fee Net Investment Income when Pre-Incentive Fee Net Investment Income reaches 1.8175% (7.27% annualized) in any calendar quarter; and
•For any quarter in which Pre-Incentive Fee Net Investment Income exceeds 1.8175% (7.27% annualized), the incentive fee on income equals 17.5% of the amount of Pre-Incentive Fee Net Investment Income, as the Preferred Return and catch-up will have been achieved.
15
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2021
(Unaudited)
Notwithstanding the foregoing, for a period of 15 months commencing on the date of the closing of a Liquidity Event,liquidity event, the Adviser will irrevocably waive any incentive fee on income otherwise payable in excess of any amounts calculated at the pre-IPO or pre-Exchange Listing rates. Any fees waived under the Investment Advisory Agreement are not subject to reimbursement to the Adviser.

54
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Under the Amended and Restated Investment Advisory Agreement, effective upon the closing of the Mergers on January 24, 2024, the incentive fee on income increased to a catch-up of 1.8175% (7.27% annualized) and 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 to investors each quarter remaining the same as under the Investment Advisory Agreement. In addition, Pre-Incentive Fee Net Investment Income does not include any amortization or accretion to interest income resulting solely from merger-related accounting adjustments in connection with the assets acquired in the Mergers.
For the three months ended March 31, 2021,2024, the Company did not incurincurred $8.7 million in incentive fees on income during operationsunder the Amended and Restated Investment Advisory Agreement. For the three months ended March 31, 2023, the Company incurred $1.8 million in incentive fees on income under the Investment Advisory Agreement.Agreement, none of which was payable to the Adviser.
The second part of the incentive fee, referred to as the “incentive fee on capital gains during operations,” is an incentive fee on capital gains earned on cumulative realized capital gains of the Company net of cumulative realized capital losses and unrealized capital depreciation and is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, if earlier). Prior to the Mergers, and prior to a Liquidity Event,liquidity event, this fee equalsequaled 15% of the Company’s incentive fee capital gains, which equals realized capital gains of the Company on a cumulative basis from the date of the Company’s election to be regulated as a business development company,BDC, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains during operations. Following a Liquidity Event,liquidity event, the incentive fee on capital gains during operations equals 17.5% of the Company’s incentive fee capital gains calculated as described above, on a cumulative basis from the date of the Company’s election to be regulated as a business development company. BDC.
Under the Amended and Restated Investment Advisory Agreement, effective upon the closing of the Mergers on January 24, 2024, the incentive fee on capital gains increased to 17.5% of our incentive fee capital gains calculated as under the Investment Advisory Agreement for periods ending after the date of the Amended and Restated Investment Advisory Agreement, on a cumulative basis from the date of our election to be regulated as a BDC. In addition, the calculation of realized capital gains, realized capital losses and unrealized capital appreciation or depreciation does not include any such amounts resulting solely from merger-related accounting adjustments in connection with the assets acquired in the Mergers.

U.S. GAAP requires that the incentive fee accrual be calculated assuming a hypothetical liquidation of the Company based upon investments held at the end of each period. In such a calculation, in order to calculate the accrual for the capital gains incentive fee in accordance with U.S. GAAP for a given period, the Company includes unrealized appreciation in calculating the accrual for the capital gains incentive fee even though such unrealized appreciation is not included in in calculating the capital gains incentive fee payable under the Investment Advisory Agreement. There can be no assurance that such unrealized appreciation will be realized in the future. Accordingly, the accrual for the capital gains incentive fee, as calculated and accrued in accordance with U.S. GAAP, does not necessarily represent amounts that will be payable under the Investment Advisory Agreement.
For the three months ended March 31, 2021,2024 and 2023, the Company did not incuraccrued $0 and $0, respectively, in incentive fees on capital gains during operations under the Investment Advisory Agreement.in accordance with U.S. GAAP.
Administration Agreement
The Company entered into an administration agreement with Benefit Street Partners (the “Administration Agreement”), pursuant to which Benefit Street Partners (in such capacity, the “Administrator”) provides the Company with office facilities and certain administrative services necessary for the Company to conduct its business.
The Company reimburses BSP quarterly for all administrative costs and expenses incurred by the Adviser in performing its obligations and providing personnel and facilities under the Administration Agreement and annually for overhead expenses incurred in the course of performing its obligations under the Administration Agreement, including rent, travel, and the allocable portion of the cost of the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Company. As of March 31, 2021, $0.22024 and December 31, 2023, $0.9 million and $1.2 million was payable to BSP under the administrative agreement.Administration Agreement, respectively.

55
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
For the three months ended March 31, 2021,2024 and 2023, the Company incurred $0.2$0.7 million and $0.3 million, respectively, in administrative service fees under the Administration Agreement, which are included in the other general and administrative agreement.on the consolidated statements of operations.
Co-Investment Relief
The 1940 Act generally prohibits BDCs from entering into negotiated co-investments with affiliates absent an order from the SEC. The SEC staff has granted the Company exemptive relief that allows it to enter into certain negotiated co-investment transactions alongside with other funds managed by the Adviser or its affiliates (“Affiliated Funds”) in a manner consistent with its investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with certain conditions (the “Order”). Pursuant to the Order, the Company is permitted to co-invest with its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of its eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to the Company and the Company'sCompany’s stockholders and do not involve overreaching in respect of the Company or the Company'sCompany’s stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s investment objective and strategies.
Due to Related Party
Prior to the commencement of operations on January 7, 2021, the Company's expenses were paid by a related party of the Adviser and will be reimbursed by the Company. This payable is included as a “Due to affiliate” on the Statement of Assets and Liabilities.




16
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2021
(Unaudited)
Note 5 - Borrowings

In accordance with the 1940 Act, the Company is allowed to borrow amounts such that its asset coverage, calculated pursuant to the Investment Company Act, is at least 150% after such borrowing, with certain limited exceptions. The Company’s asset coverage requirement applicable to senior securities was reduced from 200% to 150% effective September 23, 2020. As of March 31, 2024, the aggregate principal amount outstanding of the senior securities issued by the Company was $1.5 billion and the Company’s asset coverage was 228%.
MS Credit Facility
On March 15, 2021, the Company, FBCC Lending I, LLC, a wholly-owned, special purpose financing subsidiary of the Company (“FBCC Lending”), and the Adviser, as the servicer, entered into a loan and servicing agreement (together with the other documents executed in connection therewith, the “MS Credit Facility”) with Morgan Stanley Asset Funding, Inc. as administrative agent, Morgan Stanley Bank, N.A., as the lender, and U.S. Bank National Association as collateral agent, account bank and collateral custodian, that provides for borrowings of up to $100.0 million on a committed basis. Obligations under the MS Credit Facility are secured by a first priority security interest in substantially all of the assets of FBCC Lending, including its portfolio of investments and the Company’s equity interest in FBCC Lending. The obligations of FBCC Lending under the MS Credit Facility are nonrecourse to the Company. Any amounts borrowed under the MS Credit Facility will mature, and will be due and payable, on the maturity date, which is March 15, 2025. BorrowingsPrior to the Third Amendment (defined below), borrowings under the MS Credit Facility bearbore interest at three-month LIBOR, with a LIBOR floor of zero, plus a spread of 2.25%. Interest is payable quarterly in arrears. FBCC Lending is subject to a non-usage fee of 0.50% on the difference between total commitments and the greater of the (i) drawn amounts and (ii) minimum utilization requirement, and, in addition, after the ramp-up period, FBCC Lending would pay interest on undrawn amounts up to the minimum utilization requirement under the MS Credit Facility if drawn amounts are less than such minimum utilization requirement. The Company paid an upfront fee and incurred other customary costs and expenses in connection with the MS Credit Facility.
The weighted average annualized interest cost for allOn July 1, 2021, FBCC Lending amended the MS Credit Facility to, among other things, increase the maximum permissible borrowings forunder the three monthsMS Credit Facility from $100.0 million to $200.0 million on a committed basis (the “First Amendment”).
On December 15, 2021, FBCC Lending amended the MS Credit Facility to, among other things, increase the maximum permissible borrowings under the MS Credit Facility from $200.0 million to $250.0 million on a committed basis (the “Second Amendment”).

56
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
On January 31, 2022, FBCC Lending amended the MS Credit Facility to, among other things, increase the maximum permissible borrowings from $250.0 million to $300.0 million on a committed basis, transition the benchmark rate to Adjusted Term SOFR and included the Canadian Imperial Bank of Commerce ("CIBC") as a lender (the “Third Amendment”). Following the Third Amendment, borrowings under the MS Credit Facility bear interest at Adjusted Term SOFR, with an Adjusted Term SOFR floor of zero, plus a spread of 2.00%. FBCC Lending is subject to non-usage fee of 0.50% on the difference between total commitments and the greater of the (i) drawn amounts and (ii) minimum utilization requirement, and, in addition after the ramp-up period, FBCC Lending would pay interest on undrawn amounts up to the minimum utilization requirement under the MS Credit Facility, at three month SOFR floor of zero, plus spread of 1.125%, if drawn amounts are less than such minimum utilization requirement. The entire facility is subject to a 0.25% administrative agent fee.
On June 28, 2022, FBCC Lending entered into a fourth amendment (together with any documents executed in connection therewith, the “Fourth Amendment”) to the MS Credit Facility. The Fourth Amendment, among other things, increases the maximum permissible borrowings under the MS Credit Facility to $400.0 million from $300.0 million on a committed basis and amends the spread on borrowings under the MS Credit Facility to 2.25%.
The MS Credit Facility was refinanced into the JPM Credit Facility (defined below) on October 4, 2023. As a result of the refinancing to the JPM Credit Facility, the Company incurred a realized loss on extinguishment of debt of $1.5 million.
MS Subscription Facility
On April 22, 2021, was 2.45%.the Company entered into a $50.0 million revolving credit agreement (the “MS Subscription Facility”) with Morgan Stanley Asset Funding, Inc., as administrative agent and sole lead arranger, and Morgan Stanley Bank, N.A., as the letter of credit issuer and lender. The average daily debt outstandingMS Subscription Facility is subject to certain restrictions, including availability under the borrowing base, which is based on unfunded capital commitments. The amount of permissible borrowings under the MS Subscription Facility may be increased up to an aggregate of $150.0 million with the consent of the lenders. The MS Subscription Facility had a maturity date of April 22, 2022, which may be extended for an additional two terms of not more than 12 months each with the consent of the administrative agent and lenders. On April 20, 2022, the Company entered into a first amendment (the “First Amendment”) to the MS Subscription Facility, which extended the maturity date to April 21, 2023, which may be extended for an additional term of not more than 12 months each with the consent of the administrative agent and lenders. On September 30, 2022, pursuant to the terms of the agreement, the Company voluntarily reduced commitments from $50.0 million to $44.5 million and on December 9, 2022, pursuant to the terms of the agreement, the Company voluntarily reduced commitments from $44.5 million to $25.5 million (together, the “MS Subscription Facility Downsizes”).

Prior to the First Amendment, the MS Subscription Facility bore interest at a rate of: (i) with respect LIBOR Rate Loans, Adjusted LIBOR (as defined in the MS Subscription Facility) for the three monthsapplicable interest period plus 2.00% per annum and (ii) with respect to Base Rate Loans, the greatest of (a) the Prime Rate in effect on such day plus 1.00% per annum, (b) the federal funds rate in effect on such day plus 0.50%, plus 1.00% per annum and (c) except during any period of time during which LIBOR is unavailable, one-month Adjusted LIBOR plus, without duplication, 100 basis points per annum. The Company paid an upfront fee and incurred other customary costs and expenses in connection with the MS Subscription Facility. Subsequent to the First Amendment, the MS Subscription Facility bears interest at a rate of: (i) with respect to Term SOFR Loans, Term SOFR with a one-month Interest Period plus 2.10% per annum and (ii) with respect to Base Rate Loans, the greatest of (a) the Prime Rate in effect on such day plus 100 basis points (1.00%) per annum, (b) the federal funds rate in effect on such day plus 0.50% plus 1.00% per annum and (c) except during any period of time during which Term SOFR is unavailable, Term SOFR for a one-month tenor in effect on such day plus without duplication, 100 basis points (1.00%) per annum plus 100 basis points (1.00%) per annum. The Company paid an upfront fee and incurred other customary costs and expenses in connection with the First Amendment to MS Subscription Facility. In addition, the Company will be subject to an unused commitment fee of 0.30%.

The MS Subscription Facility was terminated on March 29, 2023.









57
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2021 was $0.3 million.2024
(Unaudited)
JPM Credit Facility

On October 4, 2023, the Company refinanced the MS Credit Facility into a $400.0 million credit facility with FBCC Jupiter Funding, LLC, a wholly-owned, consolidated special purpose financing subsidiary of the Company, as borrower (“Jupiter Funding”), the Adviser, as portfolio manager, the lenders party thereto, U.S. Bank National Association, as securities intermediary, U.S. Bank Trust Company, National Association as collateral administrator and collateral agent, and JPMorgan Chase Bank, National Association, as administrative agent (the “JPM Credit Facility”). The maximum debt outstandingJPM Credit Facility provides for borrowings through October 4, 2026, and any amounts borrowed under the JPM Credit Facility will mature on October 4, 2027. Borrowings under the JPM Credit Facility will bear interest at a benchmark rate, currently SOFR, plus a margin of 2.75% per annum, which is inclusive of an administrative agent fee. Interest is payable quarterly in arrears. Jupiter Funding will be subject to a non-usage fee of 0.75%, which is inclusive of the administrative agent fee, to the extent the commitments available under the JPM Credit Facility have not been borrowed. Jupiter Funding paid an upfront fee and incurred other customary costs and expenses in connection with the JPM Credit Facility.
Wells Fargo Credit Facility

On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to a $300.0 million revolving credit facility with the Company, as collateral manager, Funding I, a wholly owned, consolidated special purpose financing subsidiary, as borrower, the lenders party thereto, Wells Fargo, as administrative agent, and U.S. Bank Trust Company, National Association, as collateral agent and collateral custodian (the “Wells Fargo Credit Facility”).
The Wells Fargo Credit Facility provides for borrowings through August 25, 2026, and any amounts borrowed under the Wells Fargo Credit Facility will mature on August 25, 2028. The Wells Fargo Credit Facility has an interest rate of daily simple SOFR (with a daily simple SOFR floor of zero), plus a spread of 2.75% per annum. Interest is payable quarterly in arrears. Funding I will be subject to a non-usage fee to the extent the commitments available under the Wells Fargo Credit Facility have not been borrowed. The non-usage fee per annum is 0.50% for the three monthsfirst 25% of the unused balance and increases to 2.00% for any remaining unused balance.
Funding I’s obligations under the Wells Fargo Credit Facility are secured by a first priority security interest in substantially all of the assets of Funding I, including its portfolio of investments and FBCC’s equity interest in Funding I. The obligations of Funding I under the Wells Fargo Credit Facility are non-recourse to FBCC.
In connection with the Wells Fargo Credit Facility, FBCC and Funding I have made certain representations and warranties and are required to comply with various covenants and other customary requirements. The Wells Fargo Credit Facility contains customary default provisions pursuant to which the administrative agent and the lenders under the Wells Fargo Credit Facility may terminate FBCC in its capacity as collateral manager/portfolio manager under the Wells Fargo Credit Facility. Upon the occurrence of an event of default under the Wells Fargo Credit Facility, the administrative agent or the lenders may declare the outstanding advances and all other obligations under the Wells Fargo Credit Facility immediately due and payable.
FBLC JPM Credit Facility

On January 24, 2024, as a result of the consummation of the Mergers, the Company, through a wholly-owned, consolidated special purpose financing subsidiary, 57th Street, became party to a $400.0 million revolving credit facility with JPMorgan, and U.S. Bank Trust Company, National Association, as collateral agent, collateral administrator and securities intermediary (the “FBLC JPM Credit Facility”).
The FBLC JPM Credit Facility provides for borrowings through September 15, 2026, and any amounts borrowed under the FBLC JPM Credit Facility will mature on September 15, 2027. The FBLC JPM Credit Facility has an interest rate of SOFR plus 2.80% (subject to further increases consistent with the terms of the FBLC JPM Credit Facility), which is inclusive of an administrative agent fee. The FBLC JPM Credit Facility will be subject to a non-usage fee to be 0.75%, inclusive of an administrative agent fee. The non-usage fee of 0.75% (inclusive of an administrative agent fee) applies to the first 20% of the unused balance and increases to 3.00% for any remaining unused balance. FBCC and 57th Street are permitted to submit a commitment increase request to up to $800.0 million.

58
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
57th Street’s obligations under the FBLC JPM Credit Facility are secured by a first priority security interest in substantially all of the assets of 57th Street, including its portfolio of investments and FBCC’s equity interest in 57th Street. The obligations of 57th Street under the FBLC JPM Credit Facility are non-recourse to FBCC.
In connection with the FBLC JPM Credit Facility, FBCC and 57th Street have made certain representations and warranties and are required to comply with various covenants and other customary requirements. The FBLC JPM Credit Facility contains customary default provisions pursuant to which the administrative agent and the lenders under the FBLC JPM Credit Facility may terminate FBCC in its capacity as collateral manager/portfolio manager under the FBLC JPM Credit Facility. Upon the occurrence of an event of default under the FBLC JPM Credit Facility, the administrative agent or the lenders may declare the outstanding advances and all other obligations under the FBLC JPM Credit Facility immediately due and payable.
JPM Revolver Facility

On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to a $505.0 million revolving credit facility with JPMorgan, as administrative agent and as collateral agent, Sumitomo Mitsui Banking Corporation, and Wells Fargo Bank, National Association as syndication agents, as well as other Lender parties (the “JPM Revolver Facility”).
The JPM Revolver Facility provides for borrowings through December 8, 2027, and any amounts borrowed under the JPM Revolver Facility will mature on December 8, 2028. The JPM Revolver Facility is priced at three-month Term SOFR, plus a spread calculated based upon the composition of loans in the collateral pool, which will not exceed 1.98% per annum. Interest is payable quarterly in arrears. The Company will be subject to a non-usage fee of 0.38% to the extent the commitments available under the JPM Revolver Facility have not been borrowed.
In connection with the JPM Revolver Facility, FBCC has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolver Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Revolver Facility immediately due and payable.

2024 Notes

On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to a Purchase Agreement (the “2024 Notes Purchase Agreement”) with Sandler O’Neill & Partners, L.P (the “Initial Purchaser”) relating to the sale of $100.0 million aggregate principal amount of 4.85% fixed rate notes due 2024 (the “2024 Notes”) to the Initial Purchaser in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale by the Initial Purchaser to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act and to institutional accredited investors under Rule 501 (a)(1), (2), (3), or (7) under the Securities Act. The Company relied upon these exemptions from registration based in part on representations made by the Initial Purchaser. The 2024 Notes Purchase Agreement also includes customary representations, warranties, and covenants by the Company. Under the terms of the 2024 Notes Purchase Agreement, the Company has agreed to indemnify the Initial Purchaser against certain liabilities under the Securities Act. The 2024 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The net proceeds from the sale of the 2024 Notes were approximately $98.4 million, after deducting the Initial Purchaser’s discounts and commissions of approximately $1.2 million and estimated offering expenses of approximately $0.4 million, each payable by the Company. The Company used the net proceeds to repay outstanding indebtedness, to make investments in portfolio companies in accordance with its investment objectives, and for general corporate purposes. The 2024 Notes were issued pursuant to the Indenture dated as of December 19, 2017 (the “2017 Indenture”) between the Company and U.S. Bank Trust Company, National Association, and a Third Supplemental Indenture, dated as of December 5, 2019, between the Company and U.S. Bank Trust Company, National Association. The 2024 Notes will mature on December 15, 2024, unless repurchased or redeemed in accordance with their terms prior to such date. The 2024 Notes bear interest at a rate of 4.85% per year payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2020. The 2024 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2024 Notes. The 2024 Notes will rank equally in right of payment with all of the Company’s existing and future senior liabilities that are not so subordinated, effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such

59
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
indebtedness, and structurally junior to all existing and future indebtedness incurred by the Company’s subsidiaries, financing vehicles, or similar facilities, including credit facilities entered into by the Company’s wholly owned, special purpose financing subsidiaries. The 2017 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2024 Notes and U.S. Bank Trust Company, National Association if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the 2017 Indenture. In addition, if a change of control repurchase event, as defined in the 2017 Indenture, occurs prior to maturity, holders of the 2024 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2024 Notes at a repurchase price equal to 100% of the principal amount of the 2024 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

2026 Notes

On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to a Purchase Agreement (the “2026 Notes Purchase Agreement”) with the initial purchaser listed therein relating to the sale of $300.0 million aggregate principal amount of 3.25% fixed rate notes due 2026 (the “Restricted 2026 Notes”) to the Initial Purchaser in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale by the Initial Purchaser to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Company relied upon these exemptions from registration based in part on representations made by the Initial Purchaser. The 2026 Notes Purchase Agreement also includes customary representations, warranties, and covenants by the Company. Under the terms of the 2026 Notes Purchase Agreement, the Company has agreed to indemnify the Initial Purchaser against certain liabilities under the Securities Act. The Restricted 2026 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The net proceeds from the sale of the 2026 Notes were approximately $296.0 million, after deducting the Initial Purchaser’s discounts and commissions and estimated offering expenses. The Company used the net proceeds to repay outstanding indebtedness, to make investments in portfolio companies in accordance with its investment objectives, and for general corporate purposes. The Restricted 2026 Notes were issued pursuant to the Indenture dated as of March 29, 2021 was $30.0 million.(the “2021 Indenture”), between the Company and U.S. Bank Trust Company, National Association, and a Supplemental Indenture, dated as of March 29, 2021 (the “First Supplemental Indenture”), between the Company and U.S. Bank Trust Company, National Association. The 2026 Notes (as defined below) will mature on March 30, 2026, unless repurchased or redeemed in accordance with their terms prior to such date. The 2026 Notes bear interest at a rate of 3.25% per year payable semi-annually on March 30 and September 30 of each year, commencing on September 30, 2021. The 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2026 Notes. The 2026 Notes will rank equally in right of payment with all of the Company’s existing and future senior liabilities that are not so subordinated, effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and structurally junior to all existing and future indebtedness incurred by the Company’s subsidiaries, financing vehicles, or similar facilities, including credit facilities entered into by the Company’s wholly owned, special purpose financing subsidiaries. The 2021 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2026 Notes and U.S. Bank Trust Company, National Association if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the 2021 Indenture. In addition, if a change of control repurchase event, as defined in the 2021 Indenture, occurs prior to maturity, holders of the 2026 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2026 Notes at a repurchase price equal to 100% of the principal amount of the 2026 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. Pursuant to a Registration Statement on Form N-14 (File No. 333-257321), on September 22, 2021, holders of the Restricted 2026 Notes were offered the opportunity to exchange their Restricted 2026 Notes for new registered notes with substantially identical terms (the “Unrestricted 2026 Notes” and, together with the Restricted 2026 Notes, the “2026 Notes”), through which holders representing 99.88% of the outstanding principal of the then Restricted 2026 Notes obtained Unrestricted 2026 Notes.

60
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
The following table represents borrowings as of March 31, 2021:2024:
Maturity DateTotal Aggregate Borrowing CapacityTotal Principal OutstandingLess Deferred Financing CostsAmount per Consolidated Statements of Assets and Liabilities
MS Credit Facility3/15/2025$100,000 $30,000 $(1,108)$28,892 
Maturity DateMaturity DateTotal Aggregate Borrowing CapacityTotal Principal OutstandingLess Deferred Financing CostsAmount per Consolidated Statements of Assets and Liabilities
JPM Credit Facility
Wells Fargo Credit Facility
FBLC JPM Credit Facility
JPM Revolver Facility
2024 Notes
2026 Notes
Total Total$100,000 $30,000 $(1,108)$28,892 

The following table represents borrowings as of December 31, 2023:
Maturity DateTotal Aggregate Borrowing CapacityTotal Principal OutstandingLess Deferred Financing CostsAmount per Consolidated Statements of Assets and Liabilities
JPM Credit Facility10/4/2027$400,000 $322,000 $(2,082)$319,918 
Total$400,000 $322,000 $(2,082)$319,918 

The weighted average annualized interest cost for all facility borrowings and unsecured notes for the three months ended March 31, 2024 and 2023 was 8.54% and 7.43%, respectively. The average daily debt outstanding for facility borrowings and unsecured notes for the three months ended March 31, 2024 and 2023 was $1.2 billion and $0.4 billion, respectively. The maximum debt outstanding for facility borrowings and unsecured notes for the three months ended March 31, 2024 and 2023 was $1.6 billion and $0.4 billion, respectively.

61
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Short-term Borrowings

From time to time, the Company finances the purchase of certain investments through repurchase agreements. In the repurchase agreements, the Company enters into a trade to sell an investment and contemporaneously enter into a trade to buy the same investment back on a specified date in the future with the same counterparty. Investments sold under repurchase agreements are accounted for as collateralized borrowings as the sale of the investment does not qualify for sale accounting under ASC Topic 860—Transfers and Servicing and remains as an investment on the consolidated statements of assets and liabilities. The Company uses repurchase agreements as a short-term financing alternative. As of March 31, 2024 and December 31, 2023, the Company had short-term borrowings outstanding of $0.0 and $0.0, respectively. For the three months ended March 31, 2024 and 2023, the Company recorded interest expense of$0.0and$0.5 million, respectively, in connection with short-term borrowings. For the three months ended March 31, 2024, the Company did not have short term borrowings. For the three months ended March 31, 2023, the Company had an average outstanding balance of short-term borrowings of $23.4 million and bore interest at a weighted average rate of 0.02%.
Secured Borrowings

On August 21, 2023, the Company entered into a total return swap (“TRS”) with Nomura. A TRS is a contract in which one party agrees to make periodic payments to another party based on the change in the market value of the assets underlying the TRS, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate. The Company pays interest to Nomura for each loan at a rate equal to three-month SOFR plus 3.60% per annum. Upon the termination or repayment of any loan under the TRS, the Company will either receive from Nomura the appreciation in the value of such loan or pay to Nomura any depreciation in the value of such loan. The scheduled termination date for the TRS is February 17, 2025. The Company may terminate the TRS prior to February 17, 2025 upon the occurrence of certain events but in certain circumstances may be required to pay certain termination fees.

As of March 31, 2024 and December 31, 2023, all total return swaps on the Nomura TRS were entered into contemporaneously with the Company’s sale of their reference assets. Due to the Company’s continuing involvement in these assets, these assets are not derecognized under ASC Topic 860 -- Transfers and Servicing, and are presented on the consolidated schedule of investments. Financing amounts related to these assets are presented as secured borrowings on the consolidated statement of assets and liabilities. Any margin paid to the counterparty under the terms of the TRS agreement is included in the “Due from broker” on the Company’s consolidated statements of assets and liabilities.

The TRS is subject to the SEC rule related to the use of derivatives, reverse repurchase agreements and certain other transactions by registered investment companies. The rule requires that the Company trade derivatives and other transactions that create future payment or delivery obligations subject to a value-at-risk leverage limit and certain derivatives risk management program and reporting requirements. Generally, these requirements apply unless the Company qualifies as a “limited derivatives user,” as defined in the rule, in which case certain exceptions to these conditions would apply. The Company may qualify as a limited derivatives user if it adopts and implements written policies and procedures reasonably designed to manage the Company's derivatives risk and the Company's derivatives exposure does not exceed 10 percent of the Company's net assets as calculated in accordance with the rule.

As of March 31, 2024 and December 31, 2023, the Company had secured borrowings outstanding of $30.8 million and $33.3 million, respectively. For the three months ended March 31, 2024 the Company recorded interest expense of $0.5 million in connection with secured borrowings. For the three months ended March 31, 2024, the Company had an average outstanding balance of secured borrowings of $32.4 million and bore interest at a weighted average rate of 6.67%.

62
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
The following table represents interest and debt fees for the three months ended March 31, 2021:2024:
Three Months Ended March 31, 2024Three Months Ended March 31, 2024
Interest RateInterest RateNon-Usage RateInterest Expense
Deferred Financing Costs (1)
Other Fees (2)
JPM Credit Facility
Wells Fargo Credit Facility
FBLC JPM Credit Facility
JPM Revolver Facility
2024 Notes
2026 Notes
Three months ended March 31, 2021
Interest RateNon-Usage RateInterest Expense
Deferred Financing Costs (1)
Other Fees (2)
MS Credit FacilityL+2.25%0.50%$2 $12 $24 
Secured borrowings
Secured borrowings
Secured borrowings
Total Total$2 $12 $24 
______________
(1) Amortization of deferred financing costs.
(2) Includes non-usage fees, custody fees, and administrative agent fees.
(3) From January 24, 2024 through March 31, 2024, the Wells Fargo Credit Facility had an interest rate of daily simple SOFR, with a daily simple SOFR floor of zero, plus a spread of 2.75% per annum.
(4) From January 24, 2024 through March 31, 2024, the non-usage fee per annum was 0.50% for the first 25% of the unused balance and increases to 2.00% for any remaining unused balance.
(5) From January 24, 2024 through March 31, 2024, the JPM Credit Facility had an interest rate of three-month Term SOFR, plus a spread of 2.80% per annum, inclusive of an administrative agent fee of 0.20%.
(6) From January 24, 2024 through March 31, 2024, the non-usage fee per annum was 0.75%, inclusive of an administrative fee of 0.20%.
(7) From January 24, 2024 through March 31, 2024, the interest rate was three-month Term SOFR, plus a spread calculated based upon the composition of the loans in the collateral pool, which will not exceed 1.98% per annum.

With respect to all of the FBLC borrowings assumed by the Company, interest expense was calculated and disclosed for the period from January 24, 2024 to March 31, 2024. No prior expense was disclosed on the FBLC facilities.

The following table represents interest and debt fees for the three months ended March 31, 2023:
Three Months Ended March 31, 2023
Interest RateNon-Usage RateInterest Expense
Deferred Financing Costs (1)
Other Fees (2)
MS Credit Facility(3)0.50%$6,409 $248 $353 
MS Subscription Facility(4)0.30%404 98 — 
Short-term borrowings464 — — 
Total$7,277 $346 $353 
(1) Amortization of deferred financing costs.
(2) Includes non-usage fees, custody fees and administrative agent fees.
(3) From January 1, 2022 through January 30, 2022, the MS Credit Facility had an interest rate priced at three-month LIBOR, with a LIBOR floor of zero, plus a spread of 2.25%. From January 31, 2022 through June 27, 2022 the MS Credit Facility transitioned the benchmark rate to Adjusted Term SOFR. Borrowings under the MS Credit Facility bore interest at Adjusted Term SOFR, with an Adjusted Term SOFR floor of zero, plus a spread of 2.00%. From June 28, 2022 to March 31, 2023 MS Credit Facility had an interest rate priced at Term SOFR, plus a spread of 2.25%.
(4) From January 1, 2022 through April 19, 2022 the MS Subscription Facility bore interest at a rate of Adjusted LIBOR for the applicable interest period plus 2.00% per annum. From April 20, 2022 through March 29, 2023 bore interest at a rate of Term SOFR with a one-month Interest Period plus 2.10% per annum.
The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate fair value. The fair value of short-term financial instruments such as cash and cash equivalents, due to affiliates, and accounts payable, short-term borrowings, and secured borrowings approximate their carrying value on the accompanying consolidated statements of assets and liabilities due to their short-term nature.
17
63
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 20212024
(Unaudited)
At March 31, 2021,2024, the carrying amount of the Company's secured borrowings approximated their fair value. The fair values of the Company's debt obligations are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company's borrowings is estimated based upon market interest rates for the Company's own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. As of March 31, 2021,2024 and 2023, the Company's borrowings would be deemed to be Level 3, as defined in Note 3 - Fair Value of Financial Instruments.Instruments.
The fair values of the Company’s remaining financial instruments that are not reported at fair value on the accompanying consolidated statements of assets and liabilities are reported below:
LevelCarrying Amount at March 31, 2021Fair Value at March 31, 2021
MS Credit Facility3$30,000 $30,000 
LevelLevelCarrying Amount as of March 31, 2024Fair Value as of March 31, 2024
JPM Credit Facility
Wells Fargo Credit Facility
FBLC JPM Credit Facility
JPM Revolver Facility
2024 Notes
2026 Notes
Total Total$30,000 $30,000 
LevelCarrying Amount as of December 31, 2023Fair Value as of December 31, 2023
JPM Credit Facility3$322,000 $322,000 
Total$322,000 $322,000 
Note 6 - Commitments and Contingencies
Commitments
In the ordinary course of business, the Company may enter into future funding commitments. As of March 31, 2021,2024, the Company had unfunded commitments on delayed draw term loans of $4.7$179.1 million, and unfunded commitments on revolver term loans of $147.6 million. As of December 31, 2023, the Company had unfunded commitments on delayed draw term loans of $34.3 million, and unfunded commitments on revolver term loans of $42.2 million. The Company maintains sufficient cash on hand, unfunded Capital Commitments, and available borrowings to fund such unfunded commitments.
As of March 31, 2021,2024, the Company's unfunded commitments consisted of the following:
March 31, 2021
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
Cobblestone Intermediate Holdco, LLCSenior Secured First Lien DebtDelayed Draw$3,783 $3,783 
Pilot Air Freight, LLCSenior Secured First Lien DebtDelayed Draw940 940 
  Total$4,723 $4,723 
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
ADCS Clinics Intermediate Holdings, LLCSenior Secured First Lien DebtRevolver$1,797 $1,309 
Alera Group Intermediate Holdings, Inc.Senior Secured First Lien DebtDelayed Draw4,968 4,720 
Arch Global Precision, LLCSenior Secured First Lien DebtRevolver1,008 441 
Arctic Holdco, LLCSenior Secured First Lien DebtRevolver4,574 1,715 
Armada Parent, Inc.Senior Secured First Lien DebtDelayed Draw6,505 3,277 
Armada Parent, Inc.Senior Secured First Lien DebtRevolver7,864 7,864 
Avalara, Inc.Senior Secured First Lien DebtRevolver6,020 6,020 
Azurite Intermediate Holdings, Inc.Senior Secured First Lien DebtDelayed Draw22,639 22,639 
Azurite Intermediate Holdings, Inc.Senior Secured First Lien DebtRevolver3,622 3,622 
Capstone LogisticsSenior Secured First Lien DebtRevolver1,804 1,804 
Center Phase Energy, LLCSenior Secured First Lien DebtRevolver6,593 6,439 

64
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
Communication Technology Intermediate, LLCSenior Secured First Lien DebtRevolver$3,361 $2,173 
Community Brands ParentCo, LLCSenior Secured First Lien DebtRevolver542 542 
Demakes Borrower, LLCSenior Secured First Lien DebtDelayed Draw5,043 5,043 
Dynagrid Holdings, LLCSenior Secured First Lien DebtRevolver2,262 2,262 
Eliassen Group, LLCSenior Secured First Lien DebtDelayed Draw4,372 3,004 
Faraday Buyer, LLCSenior Secured First Lien DebtDelayed Draw5,599 5,599 
FGT Purchaser, LLCSenior Secured First Lien DebtRevolver3,120 3,120 
Galway Borrower, LLCSenior Secured First Lien DebtDelayed Draw4,512 4,512 
Galway Borrower, LLCSenior Secured First Lien DebtRevolver3,324 2,787 
Geosyntec Consultants, Inc.Senior Secured First Lien DebtDelayed Draw18,408 9,205 
Geosyntec Consultants, Inc.Senior Secured First Lien DebtRevolver6,786 6,786 
Gogo Intermediate Holdings, LLCSenior Secured First Lien DebtRevolver1,505 1,505 
Hospice Care Buyer, Inc.Senior Secured First Lien DebtRevolver2,797 1,479 
ICR Operations, LLCSenior Secured First Lien DebtRevolver6,178 3,243 
ICR Operations, LLCSenior Secured First Lien DebtRevolver1,810 1,810 
Ideal Tridon Holdings, Inc.Senior Secured First Lien DebtRevolver2,868 2,868 
IG Investments Holdings, LLCSenior Secured First Lien DebtRevolver2,022 2,022 
Indigo Buyer, Inc.Senior Secured First Lien DebtRevolver5,166 2,066 
Integrated Efficiency Solutions, Inc.Senior Secured First Lien DebtRevolver600 390 
Integrated Global Services, Inc.Senior Secured First Lien DebtRevolver2,028 2,028 
IQN Holding Corp.Senior Secured First Lien DebtDelayed Draw1,993 1,993 
IQN Holding Corp.Senior Secured First Lien DebtRevolver1,520 1,520 
Knowledge Pro Buyer, Inc.Senior Secured First Lien DebtDelayed Draw23,471 17,856 
Knowledge Pro Buyer, Inc.Senior Secured First Lien DebtRevolver3,678 1,765 
Manna Pro Products, LLCSenior Secured First Lien DebtRevolver2,706 744 
Medical Management Resource Group, LLCSenior Secured First Lien DebtRevolver1,929 849 
Midwest Can Company, LLCSenior Secured First Lien DebtRevolver2,019 2,019 
Mirra-Primeaccess Holdings, LLCSenior Secured First Lien DebtRevolver11,256 2,814 
Norvax, LLCSenior Secured First Lien DebtRevolver1,152 1,152 
Odessa Technologies, Inc.Senior Secured First Lien DebtRevolver5,451 5,451 
ORG GC Holdings, LLCSenior Secured First Lien DebtDelayed Draw584 584 
PetVet Care Centers, LLCSenior Secured First Lien DebtDelayed Draw4,032 4,032 
PetVet Care Centers, LLCSenior Secured First Lien DebtRevolver4,032 4,032 
Pie Buyer, Inc.Senior Secured First Lien DebtDelayed Draw10,102 7,898 
Pie Buyer, Inc.Senior Secured First Lien DebtRevolver2,581 387 
Post Road Equipment Finance, LLCSubordinated DebtDelayed Draw35,000 15,000 
Post Road Equipment Finance, LLCSubordinated DebtDelayed Draw20,000 20,000 
Premiere Global Services, Inc.Senior Secured First Lien DebtRevolver1,042 73 
Questex, Inc.Senior Secured First Lien DebtRevolver2,584 2,584 
Reddy Ice Corp.Senior Secured First Lien DebtDelayed Draw8,924 3,274 
Reddy Ice Corp.Senior Secured First Lien DebtRevolver1,762 1,639 
Relativity Oda, LLCSenior Secured First Lien DebtRevolver660 660 
REP TEC Intermediate Holdings, Inc.Senior Secured First Lien DebtRevolver2,696 2,696 

65
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
RSC Acquisition, Inc.Senior Secured First Lien DebtDelayed Draw$5,074 $5,074 
Saturn SHC Buyer Holdings, Inc.Senior Secured First Lien DebtRevolver12,898 12,898 
SCIH Salt Holdings, Inc.Senior Secured First Lien DebtRevolver3,746 3,746 
Sherlock Buyer Corp.Senior Secured First Lien DebtRevolver1,865 1,865 
Simplifi Holdings, Inc.Senior Secured First Lien DebtRevolver5,502 4,608 
St. Croix Hospice Acquisition Corp.Senior Secured First Lien DebtRevolver2,256 2,256 
SunMed Group Holdings, LLCSenior Secured First Lien DebtRevolver860 860 
The NPD Group, LPSenior Secured First Lien DebtRevolver2,865 1,261 
Trinity Air Consultants Holdings Corp.Senior Secured First Lien DebtDelayed Draw13,399 5,949 
Trinity Air Consultants Holdings Corp.Senior Secured First Lien DebtRevolver2,850 2,850 
Triple Lift, Inc.Senior Secured First Lien DebtRevolver4,693 2,894 
US Oral Surgery Management Holdco, LLCSenior Secured First Lien DebtDelayed Draw9,138 7,798 
US Oral Surgery Management Holdco, LLCSenior Secured First Lien DebtRevolver1,694 1,694 
US Salt Investors, LLCSenior Secured First Lien DebtRevolver3,103 3,103 
Vensure Employer Services, Inc.Senior Secured First Lien DebtDelayed Draw13,126 9,350 
Victors CCC Buyer, LLCSenior Secured First Lien DebtDelayed Draw6,266 6,266 
Victors CCC Buyer, LLCSenior Secured First Lien DebtRevolver4,537 4,537 
West Coast Dental Services, Inc.Senior Secured First Lien DebtRevolver3,634 486 
Westwood Professional Services, Inc.Senior Secured First Lien DebtRevolver540 540 
WHCG Purchaser III, Inc.Senior Secured First Lien DebtRevolver6,045 15 
WIN Holdings III Corp.Senior Secured First Lien DebtRevolver6,356 4,767 
Zendesk, Inc.Senior Secured First Lien DebtDelayed Draw16,004 16,004 
Zendesk, Inc.Senior Secured First Lien DebtRevolver6,590 6,590 
$431,912 $326,727 
As of December 31, 2023, the Company's unfunded commitments consisted of the following:
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
ADCS Clinics Intermediate Holdings, LLCSenior Secured First Lien DebtRevolver$533 $533 
Alera Group Intermediate Holdings, Inc.Senior Secured First Lien DebtDelayed Draw1,637 1,637 
Alera Group Intermediate Holdings, Inc.Senior Secured First Lien DebtDelayed Draw5,745 740 
Armada Parent, Inc.Senior Secured First Lien DebtDelayed Draw2,024 1,019 
Armada Parent, Inc.Senior Secured First Lien DebtRevolver2,444 2,444 
Avalara, Inc.Senior Secured First Lien DebtRevolver1,990 1,990 
Center Phase Energy, LLCSenior Secured First Lien DebtRevolver6,593 6,593 
Communication Technology Intermediate, LLCSenior Secured First Lien DebtRevolver998 912 
Community Brands ParentCo, LLCSenior Secured First Lien DebtDelayed Draw1,085 1,085 
Community Brands ParentCo, LLCSenior Secured First Lien DebtRevolver542 542 

66
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
Demakes Borrower, LLCSenior Secured First Lien DebtDelayed Draw$1,323 $1,323 
Eliassen Group, LLCSenior Secured First Lien DebtDelayed Draw1,450 995 
Faraday Buyer, LLCSenior Secured First Lien DebtDelayed Draw1,851 1,851 
FGT Purchaser, LLCSenior Secured First Lien DebtRevolver976 634 
Galway Borrower, LLCSenior Secured First Lien DebtRevolver861 861 
Geosyntec Consultants, Inc.Senior Secured First Lien DebtDelayed Draw5,480 2,737 
Geosyntec Consultants, Inc.Senior Secured First Lien DebtRevolver2,017 2,017 
Gogo Intermediate Holdings, LLCSenior Secured First Lien DebtRevolver452 452 
IG Investments Holdings, LLCSenior Secured First Lien DebtRevolver632 632 
Indigo Buyer, Inc.Senior Secured First Lien DebtRevolver1,536 922 
IQN Holding Corp.Senior Secured First Lien DebtDelayed Draw660 660 
IQN Holding Corp.Senior Secured First Lien DebtRevolver503 503 
Knowledge Pro Buyer, Inc.Senior Secured First Lien DebtDelayed Draw7,323 6,281 
Knowledge Pro Buyer, Inc.Senior Secured First Lien DebtRevolver1,147 872 
Medical Management Resource Group, LLCSenior Secured First Lien DebtRevolver603 265 
Mirra-Primeaccess Holdings, LLCSenior Secured First Lien DebtRevolver3,429 2,572 
Odessa Technologies, Inc.Senior Secured First Lien DebtRevolver1,704 1,704 
PetVet Care Centers, LLCSenior Secured First Lien DebtDelayed Draw1,057 1,057 
PetVet Care Centers, LLCSenior Secured First Lien DebtRevolver1,057 1,057 
Pie Buyer, Inc.Senior Secured First Lien DebtDelayed Draw2,902 2,267 
Pie Buyer, Inc.Senior Secured First Lien DebtRevolver741 395 
Pluralsight, LLCSenior Secured First Lien DebtRevolver638 142 
Relativity Oda, LLCSenior Secured First Lien DebtRevolver196 196 
Saturn SHC Buyer Holdings, Inc.Senior Secured First Lien DebtRevolver4,012 4,012 
Sherlock Buyer Corp.Senior Secured First Lien DebtDelayed Draw1,454 1,454 
Sherlock Buyer Corp.Senior Secured First Lien DebtRevolver581 581 
Simplifi Holdings, Inc.Senior Secured First Lien DebtRevolver1,720 1,398 
SunMed Group Holdings, LLCSenior Secured First Lien DebtRevolver259 259 
The NPD Group, LPSenior Secured First Lien DebtRevolver943 773 
Trinity Air Consultants Holdings Corp.Senior Secured First Lien DebtDelayed Draw1,232 675 
Trinity Air Consultants Holdings Corp.Senior Secured First Lien DebtRevolver857 857 
Triple Lift, Inc.Senior Secured First Lien DebtRevolver1,393 859 
US Oral Surgery Management Holdco, LLCSenior Secured First Lien DebtRevolver527 527 
US Salt Investors, LLCSenior Secured First Lien DebtRevolver934 934 
Vensure Employer Services, Inc.Senior Secured First Lien DebtDelayed Draw3,771 3,311 
Victors CCC Buyer, LLCSenior Secured First Lien DebtDelayed Draw1,875 1,875 
Victors CCC Buyer, LLCSenior Secured First Lien DebtRevolver1,358 1,358 
West Coast Dental Services, Inc.Senior Secured First Lien DebtRevolver1,087 145 
Westwood Professional Services, Inc.Senior Secured First Lien DebtRevolver162 162 
WHCG Purchaser III, Inc.Senior Secured First Lien DebtRevolver1,821 5 
WIN Holdings III Corp.Senior Secured First Lien DebtRevolver1,908 1,908 

67
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
Zendesk, Inc.Senior Secured First Lien DebtDelayed Draw$5,304 $5,304 
Zendesk, Inc.Senior Secured First Lien DebtRevolver2,184 2,184 
$95,511 $76,471 
Litigation and Regulatory Matters
In the ordinary course of business, the Company may become subject to litigation, claims, and regulatory matters. The Company has no knowledge of material legal or regulatory proceedings pending or known to be contemplated against the Company at this time.
Indemnifications
In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead tomay result in the execution of these provisions against the Company. Based on its history and experience, management feels that the likelihood of such an event isevents are remote.
Note 7 - Economic Dependency
Under various agreements, the Company has engaged or will engage the Adviser and its affiliates to provide certain services that are essential to the Company, including asset management services, asset acquisition and disposition decisions, the sale of shares of the Company’s common stock available for issuance, as well as other administrative responsibilities for the Company including accounting services and investor relations.
As a result of these relationships, the Company is dependent upon the Adviser and its affiliates. In the event that these companies were unable to provide the Company with the respective services, the Company would be required to find alternative providers of these services.
Note 8 - Capital
Investor Commitments
The following table summarizes the total capital commitments and unfunded capital commitments of Common Stock and Series A Preferred Stock as of March 31, 2024 and as of December 31, 2023, excluding the impact of net assets acquired as a result of the Mergers:
As of March 31, 2024As of December 31, 2023
Capital CommitmentsUnfunded Capital CommitmentsCapital CommitmentsUnfunded Capital Commitments
Common Stock$375,461 $900 $375,461 $900 
Series A Preferred Stock77,500 — 77,500 — 
Total$452,961 $900 $452,961 $900 
Capital Drawdowns
For the three months ended March 31, 2024, there were no capital drawdowns of Common Stock. Refer to Note 17 - Merger with FBLC for shares of Common Stock issued in connection with the Mergers.


18

68
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
The following tables summarizes the total shares issued and proceeds related to capital drawdowns of Common Stock for the year ended December 31, 2023:
Share Issue DateShares IssuedNet Proceeds Received
For the year ended December 31, 2023
March 27, 2023532,871 $8,073 
July 31, 2023111,905 1,645 
Total Capital Drawdowns644,776 $9,718 
The issuances of Common Stock described above were exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from investors in the relevant Subscription Agreements that each investor is an "accredited investor," as defined in Regulation D under the Securities Act.
For the three months ended March 31, 2024, there were no capital drawdowns of Series A Preferred Stock.
The following table summarizes the total shares issued and proceeds, net of offering costs related to capital drawdowns of Series A Preferred Stock for the year ended December 31, 2023:
Share Issue DateShares IssuedNet Proceeds Received
For the year ended December 31, 2023
March 27, 202341,353 $41,291 
Total Capital Drawdowns41,353 $41,291 

69
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 20212024
(Unaudited)
Note 89 - CapitalCommon Stock
Investor Commitments
As ofThe following table reflects the net assets attributable to Common Stock activity for the three months ended March 31, 2021 and December 31, 2020, the Company had $542.4 million and $136.0 million, respectively, in Capital Commitments, of which $502.4 million and $136.0 million, respectively, were unfunded.
Capital Drawdowns2024:
Common stock - sharesCommon stock - parAdditional paid in capitalTotal distributable earnings (loss)Total net assets attributable to common stock
Balance as of December 31, 202326,080,389 $26 $400,332 $(12,239)$388,119 
Net investment income (loss)— — — 49,737 49,737 
Net realized gain (loss) from investment transactions— — — 1,283 1,283 
Net change in unrealized appreciation (depreciation) on investments— — — (24,800)(24,800)
Accretion to redemption value of Series A redeemable convertible preferred stock— — — (5)(5)
Accrual of Series A redeemable convertible preferred stock distributions— — — (2,197)(2,197)
Distributions to common stockholders— — — (11,182)(11,182)
Issuance of shares in connection with the Mergers110,033,324 110 1,594,151 — 1,594,261 
Reinvested dividends221,360 03,342 — 3,342 
Balance as of March 31, 2024136,335,073 $136 $1,997,825 $597 $1,998,558 
The following table summarizesreflects the total shares issued and proceeds relatednet assets attributable to capital drawdowns:
Share Issue DateShares IssuedNet Proceeds Received
For the three months ended March 31, 2021
January 7, 20211,333,333 $20,000 
March 11, 20211,333,332 20,000 
  Total Capital Drawdowns2,666,665 $40,000 
Share Issue DateShares IssuedNet Proceeds Received
For the period ended December 31, 2020
October 1, 2020100 $2 
Total Capital Drawdowns100 $2 
On October 1, 2020, BSP Fund Holdco (Debt Strategy) L.P., a wholly-owned subsidiary of Benefit Street Partners, purchased 100 shares of Common Stock which represented all ofactivity for the issued and outstanding shares of Common Stock, for an aggregate purchase price of $2. The shares of Common Stock were sold in reliance upon the available exemptions from registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).three months ended March 31, 2023:
Common stock - sharesCommon stock - parAdditional paid in capitalTotal distributable earnings (loss)Total net assets attributable to common stock
Balance as of December 31, 202224,609,132 $25 $375,557 $(3,161)$372,421 
Net investment income (loss)— — — 12,061 12,061 
Net realized gain (loss) from investment transactions— — — (161)(161)
Net change in unrealized appreciation (depreciation) on investments— — — (1,261)(1,261)
Accretion to redemption value of Series A redeemable convertible preferred stock— — — (3)(3)
Accrual of Series A redeemable convertible preferred stock distributions— — — (1,023)(1,023)
Distributions to common stockholders— — — (10,584)(10,584)
Issuance of common stock, net of issuance costs532,871 1 8,072 — 8,073 
Reinvested dividends197,903 — 2,994 — 2,994 
Balance as of March 31, 202325,339,906 $26 $386,623 $(4,132)$382,517 






19
70
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 20212024
(Unaudited)
Note 9 - Common Stock
The following table reflects the net assets activity for the three months ended March 31, 2021:
Common stock - sharesCommon stock - parAdditional paid in capitalTotal distributable earnings (loss)Total net assets
Balance as of December 31, 2020100 $— (1)$2 $(414)$(412)
Net investment loss— — — (732)(732)
Net realized gain (loss) from investment transactions— — — — — 
Net change in unrealized appreciation on investments— — — 403 403 
Issuance of common stock, net of issuance costs2,666,665 339,997 — 40,000 
Balance as of March 31, 20212,666,765 $3 $39,999 $(743)$39,259 
—–—–—–—–—–
(1) Less than $1.
The Company has adopted a distribution reinvestment plan (the “DRIP”) pursuant to which all cash dividends or distributions (“Distributions”) declared by the Board of Directors are reinvested on behalf of investors who do not elect to receive their Distributions in cash (the “Participants”). As a result, if the Board of Directors declares a Distribution, then stockholders who have not elected to “opt out” of the DRIP will have their Distributions automatically reinvested in additional shares of the Company's common stockCommon Stock at a price equal to NAVnet asset value (“NAV”) per share as estimated in good faith by the Company on the payment date. The timing and amount of Distributions to stockholders are subject to applicable legal restrictions and the sole discretion of ourthe Board of Directors.
The following table reflects the Common Stock activity for the three months ended March 31, 2024:
SharesValue
Shares Sold110,033,324 $1,594,261 
Shares Issued through DRIP221,360 3,342 
110,254,684 $1,597,603 
The following table reflects the Common Stock activity for the year ended December 31, 2023:
SharesValue
Shares Sold642,732 $9,686 
Shares Issued through DRIP828,525 12,439 
1,471,257 $22,125 
Note 10 – Preferred Stock
On August 25, 2021, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation for the Series A Preferred Stock, which designates a total of 50.0 million shares of preferred stock as Series A Preferred Stock, par value $0.001 per share. On the same day, the Company entered into subscription agreements (collectively, the “Preferred Subscription Agreements”) with certain investors, pursuant to which the investors made new capital commitments (the “Preferred Capital Commitments”) to purchase shares of the Company’s Series A Preferred Stock. As of March 31, 2024, the Company has received total Preferred Capital Commitments of $77.5 million. Pursuant to their respective Preferred Subscription Agreements, each investor is required to fund drawdowns to purchase shares of the Series A Preferred Stock up to the amount of their respective capital commitments on an as-needed basis, upon a minimum of 10 business days prior notice at a per-share price equal to the liquidation preference (the “Liquidation Preference”). The sale and issuance of shares of Series A Preferred Stock is exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company shall rely, in part, upon representations from the Investors in the relevant Preferred Subscription Agreements that each Investor is an “accredited investor,” as defined in Regulation D under the Securities Act.
As of March 31, 2024, there were 50.0 million shares of preferred stock authorized, par value $0.001 per share, of which 77,500 shares of Series A Preferred Stock were issued and outstanding. As of December 31, 2023, there were 50.0 million shares of preferred stock authorized, par value $0.001 per share, of which 77,500 shares of Series A Preferred Stock were issued and outstanding. No shares outstanding of Series A Preferred Stock are redeemable before December 31, 2026.
Each holder of Series A Preferred Stock is entitled to a Liquidation Preference of $1,000.00 per share plus all dividends accrued and unpaid thereon. With respect to distributions, including the payment of dividends and distribution of the Company’s assets upon liquidation, dissolution, or winding-up, whether voluntary or involuntary, the Series A Preferred Stock will be senior to shares of Common Stock, will rank on parity with any other class or series of preferred stock that the Company is authorized to issue pursuant to its certificate of incorporation, whether such class or series is now existing or is created in the future, to the extent of the aggregate Liquidation Preference, which amount includes all accrued but unpaid dividends and will be subordinate to the rights of holders of our senior indebtedness.



71
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Dividends are payable on each outstanding share of Series A Preferred Stock quarterly in arrears at a rate equal to (1) for each fiscal quarter ending on or before September 30, 2022 (the “Initial Dividend Period”), the dividends that would have been paid in respect of each share of Series A Preferred Stock if it had been converted into a share of the Company’s Common Stock, on the first day of such quarter (or the date of issuance in the case of shares of Series A Preferred Stock issued after the first day of such quarter) at the applicable Conversion Rate (as defined below) and (2) for each quarter after the Initial Dividend Period, the greater of (i) an amount equal to $10.00 per share, subject to proration if such share is not outstanding for the full quarter, and (ii) the dividends that would have been paid in respect of such share of Series A Preferred Stock if it had been converted into a share of Common Stock on the first day of such quarter (or the date of issuance in the case of shares of Series A Preferred Stock issued after the first day of such quarter) at the applicable Conversion Rate.
The Series A Preferred Stock is convertible (a) by the Company, in its sole discretion, at any time commencing on the closing date of a liquidity event, as defined by the Confidential Private Placement Memorandum of Franklin BSP Capital Corporation, dated September 2020, or (b) by the holders thereof at any time commencing six months following the closing date of a liquidity event, in each case, into the number of shares of Common Stock equal to (1) the Liquidation Preference divided by (2) the price paid by investors for shares of Common Stock at the time of the purchase of such share of Series A Preferred Stock or if the purchase of such share of Series A Preferred Stock did not occur concurrent with a sale of Common Stock by the Company at the net asset value per share of Common Stock determined within 48 hours (excluding Sundays and holidays) of the purchase of such share of Series A Preferred Stock (the “Conversion Rate”). The Company has the right to redeem the Series A Preferred Stock at any time, and from time to time, on or after August 23, 2029 upon 90 days prior notice to holders of Series A Preferred Stock. As of March 31, 2024 and December 31, 2023, a liquidity event had not commenced.
The holders of the Preferred Stock are generally entitled to vote with the holders of the shares of Common Stock on all matters submitted for a vote to the common stockholders (voting together with the holders of shares of Common Stock as one class) on an as-converted basis, subject to certain limitations.
The following table presents the activity in the Company’s Series A Preferred Stock for the three months ended March 31, 2024:
Series A Preferred StockSharesAmount
Beginning Balance, December 31, 202377,500 $77,398 
Amortization of offering costs— 5 
Ending Balance, March 31, 202477,500 $77,403 
The following table presents the activity in the Company’s Series A Preferred Stock for the three months ended March 31, 2023:
Series A Preferred StockSharesAmount
Beginning Balance, December 31, 202236,147 $36,093 
Issuance of Preferred Stock41,353 41,353 
Offering costs— (65)
Amortization of offering costs— 3
Ending Balance, March 31, 202377,500 $77,384 
Note 11 - Share Repurchase Program

The Company intends to conduct annual tender offers pursuant to its share repurchase program (“SRP”). The Company’s Board of Directors considers the following factors in making its determination regarding whether to cause the Company to offer to repurchase shares and under what terms:

• the effect of such repurchases on the Company's qualification as a RIC (including the consequences of any necessary asset sales);
• the liquidity of the Company's assets (including fees and costs associated with disposing of assets);
• the Company's investment plans and working capital requirements;

72
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
• the relative economies of scale with respect to the Company's size;
• the Company's history in repurchasing shares or portions thereof;
• the condition of the securities markets.
The Company intends to continue to limit the number of shares to be repurchased in any calendar year to the lesser of (i) 10% of the weighted average number of shares outstanding in the prior calendar year or (ii) the number of shares of common stock the Company is able to repurchase with the proceeds received from the sale of shares of common stock under the DRIP during the relevant redemption period. In addition, in the event of a stockholder’s death or disability, the Company may, in its sole discretion, accept up to the full amount tendered by such stockholder of the current net asset value per share. Any repurchases of shares made in connection with a stockholder’s death or disability may be included within the overall limitation imposed on tender offers during the relevant redemption period, which provides that the Company may limit the number of shares to be repurchased during any redemption period to the number of shares of common stock the Company is able to repurchase with the proceeds received from the sale of shares of common stock under the DRIP during such redemption period.

Note 12 - Earnings Per Share
Basic and diluted earnings per share (“EPS”) are computed using the two-class method, which considers participating securities as a separate class of shares. The two-class method is an earnings allocation formula that determines EPS for common stock according to dividends distributed and participation rights in undistributed earnings. The Company’s participating securities consist of its Series A Preferred Stock. Basic earnings per share is computed by dividing earnings available to common stockholders, adjusted to exclude earnings allocated to participating securities, by the weighted average number of shares outstanding during the period. Other potentially dilutive shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. The following information sets forth the computation of the weighted average basic and diluted net decreaseincrease in net assets per share resulting from operations for the three months ended March 31, 2021.2024 and 2023.
For the three months ended March 31, 2021
Basic and diluted
Net decrease in net assets resulting from operations$(329)
Weighted average common shares outstanding1,526,025 
Net decrease in net assets resulting from operations per share$(0.22)
For the three months ended March 31,
Numerator20242023
Net increase (decrease) in net assets resulting from operations$26,220 $10,639 
Less: cumulative preferred stock dividends(1,686)(2,197)
Less: changes in carrying value of redeemable securities(5)(3)
Numerator for EPS - income available to common stockholders$24,529 $8,439 
Denominator
Weighted average common shares outstanding101,246,978 24,648,293 
Basic and diluted earnings per share$0.24 $0.34 

20
73
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 20212024
(Unaudited)

Note 11 - Financial Highlights13 — Distributions

The Company commenced investing operationsfollowing table reflects the distributions declared on January 7, 2021. Net asset value, at the beginningshares of the period representsCompany’s Common Stock during the initial price per share issued on that date. The following is a schedule of financial highlights for the period from January 7, 2021 tothree months ended March 31, 2021:2024:

Date DeclaredRecord DatePayment DateAmount Per Share
For the period from January 7, 2021 toThree Months Ended March 31, 20212024
January 9, 2024January 10, 2024January 11, 2024$0.43

The following table reflects the distributions declared on shares of the Company’s Common Stock during the three months ended March 31, 2023:

Date DeclaredRecord DatePayment DateAmount Per Share
For the Three Months Ended March 31, 2023
February 24, 2023February 24, 2023March 24, 2023$0.43


The following table reflects the distributions declared on shares of the Company’s Series A Preferred Stock during the three months ended March 31, 2024:

Date DeclaredRecord DatePayment DateAmount Per Share
For the Three Months Ended March 31, 2024
January 9, 2024January 10, 2024January 11, 2024$28.35
Net asset value, beginning of period

The following table reflects the distributions declared on shares of the Company’s Series A Preferred Stock during the three months ended March 31, 2023:

Date Declared$Record Date15.00 Payment DateAmount Per Share
For the Three Months Ended March 31, 2023
February 24, 2023February 24, 2023March 24, 2023$28.31
Results of operations (1)
Net investment loss(0.48)
Net realized and unrealized gain on investments0.26 
Net decrease in net assets resulting from operations(0.22)
Other (6)
(0.06)
Net asset value, end of period$14.72 
Shares outstanding at end of period2,666,765 
Total Return (3)
(1.86)%
Total net assets, end of period$39,259 
Ratio/Supplemental data:
Ratio of net investment loss to average net assets (2)
(16.59)%
Ratio of total expenses to average net assets (2) (5)
19.80 %
Portfolio turnover rate (4)
0.05 %
—–—–—–—–—–
(1) The per share data was derived by using the weighted average shares outstanding during the period.
(2) Ratios are annualized.
(3) Total return is calculated assuming a purchase of shares of common stock at the current net asset value on the first day and a sale at the current net asset value on the last day of the periods reported. Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the DRIP.
(4) Portfolio turnover rate is calculated using the lesser of year-to-date purchases or sales over the average of the invested assets at fair value. Portfolio turnover rate is not annualized.
(5) Ratio of total expenses to average net assets is calculated using total operating expenses, including income tax expense over average net assets.
(6) Represents the impact of calculating certain per share amounts based on weighted average shares outstanding during the period and certain per share amounts based on shares outstanding as of period end.
21
74
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 20212024
(Unaudited)

Note 1214 — Income Tax Information and Distributions to Stockholders
The Company has elected to be treated for federal income tax purposes as a RIC under the Code. Generally, a RIC is exempt from federal income taxes if it meets, certain quarterly asset diversification requirements, annual income tests, and distributes to stockholders its ‘‘investment company taxable income,’’ as defined in the Code, each taxable year. Distributions declared prior to the filing of the previous year's tax return and paid up to one year after the previous tax year can be carried back to the prior tax year for determining the distributions paid in such tax year. The Company intends to make sufficient distributions to maintain its RIC status each year. The Company may also be subject to federal excise taxes of 4%.
A RIC is limited in its ability to deduct expenses in excess of its “investment company taxable income” (which is, generally, ordinary income plus net realized short-term capital gains in excess of net realized long-term capital losses). If the Company's expenses in a given taxable year exceed gross taxable income (e.g., as the result of large amounts of equity-based compensation), it would incur a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent taxable years and such net operating losses do not pass through to the RIC’s stockholders. In addition, deductible expenses can be used only to offset investment company taxable income, not net capital gain. A RIC may not use any net capital losses (that is, realized capital losses in excess of realized capital gains) to offset the RIC’s investment company taxable income, but may carry forward such net capital losses, and use them to offset capital gains indefinitely. Due to these limits on the deductibility of expenses and net capital losses, the Company may for tax purposes have aggregate taxable income for several taxable years that it is required to distribute and that is taxable to stockholders even if such taxable income is greater than the aggregate net income the Company actually earned during those taxable years. Such required distributions may be made from the Company cash assets or by liquidation of investments, if necessary. The Company may realize gains or losses from such liquidations. In the event the Company realizes net capital gains from such transactions, the Company may make a larger capital gain distribution than it would have made in the absence of such transactions.
Depending on the level of taxable income earned in a tax year, for excise tax purposes the Company may choose to carry forward taxable income in excess of current year distributions into the next tax year and incur a 4% U.S. federal excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned.

The Company did not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740-10-25, Income Taxes (“ASC Topic 740”), nor did the Company have any unrecognized tax benefits as of the periods presented herein. The Company’s current tax year, 2023, 2022, and 2021 federal and state tax returns remain subject to examination by the Internal Revenue Service and state departments of revenue.

As of March 31, 2024, the Company’s domestic subsidiaries are expected to have net operating losses and unrealized gains. As a result, the Company has deferred tax assets of $16.9 million and deferred tax liabilities of $(30.8) million. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The Company has concluded future reversal of existing temporary differences is sufficient to support a conclusion that a valuation allowance is not necessary as of March 31, 2024. As a result, no valuation allowance was recorded for the deferred tax assets as of March 31, 2024.

As of December 31, 2023, the Company’s domestic subsidiary had a net operating loss and unrealized gain. As a result, the Company had a deferred tax asset of $6.0 million and a deferred tax liability of $(7.6) million. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The future realization of the tax benefits of existing deductible temporary differences or carryforwards ultimately depend on the existence of sufficient taxable income in the carryback (if permitted under the tax law) and carryforward periods. The Company has concluded future reversal of existing taxable temporary differences is sufficient to support a conclusion that a valuation allowance is not necessary as of December 31, 2023. As a result, no valuation allowance was recorded for the deferred tax assets as of December 31, 2023.

The deferred tax asset valuation allowance, if applicable, has been determined pursuant to the provisions of ASC Topic 740, including the Company's estimation of future taxable income, if necessary, and is adequate to reduce the total deferred tax asset to an amount that will more likely than not be realized.


75
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)

Note 15 - Financial Highlights
The following is a schedule of financial highlights for the three months ended March 31, 2024 and 2023:
For the three months ended March 31,
20242023
Per share data:
Net asset value attributable to common stock, beginning of period$14.88 $15.13 
Results of operations (1)
Net investment income (loss)0.49 0.49 
Net realized and unrealized gain (loss) on investments, net of change in deferred taxes(0.23)(0.06)
Net increase (decrease) in net assets resulting from operations attributable to common stockholders and participating securities0.26 0.43 
Accretion to redemption value of Series A redeemable convertible preferred stock (1)(9)
— — 
Accrual of Series A redeemable convertible preferred stock distributions (1)
(0.02)(0.04)
Net increase (decrease) in net assets resulting from operations attributable to common stockholders0.24 0.39 
Stockholder distributions (2)
Common stockholder distributions from net investment income(0.43)(0.43)
Net decrease in net assets resulting from stockholder distributions(0.43)(0.43)
Other (3)
(0.03)0.01 
Net asset value attributable to common stock, end of period$14.66 $15.10 
Common shares outstanding at end of period136,335,073 25,339,906 
Total return (4)
1.31 %2.61 %
Ratio/Supplemental data attributable to common stock:
Total net assets attributable to common stock, end of period$1,998,558 $382,517 
Ratio of net investment income to average net assets attributable to common stock (5)
18.90 %12.96 %
Ratio of total expenses to average net assets attributable to common stock (5)(6)
13.55 %11.61 %
Ratio of total net expenses to average net assets attributable to common stock (5)(7)
13.55 %11.13 %
Portfolio turnover rate (8)
3.17 %1.70 %

(1) The per share data was derived by using the weighted average common shares outstanding during the period.
(2) The per share data for distributions reflects the actual amount of distributions declared per share during the period.
(3) Represents the impact of calculating certain per share amounts based on weighted average common shares outstanding during
the period and certain per share amounts based on common shares outstanding as of period end.
(4) Total return is calculated assuming a purchase of shares of Common Stock at the current net asset value attributable to Common Stock on the first day and a sale at the current net asset value attributable to Common Stock on the last day of the periods reported. Common Stock distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the DRIP. Total return is not annualized.
(5) Ratios are annualized, except for incentive fees and waivers.
(6) Ratio of total expenses to average net assets attributable to common stock is calculated using total operating expenses, including income tax expense, over average net assets attributable to common stock.

76
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
(7) Ratio of net expenses to average net assets attributable to common stock is calculated using total operating expenses, including income tax expense, less applicable waivers over average net assets attributable to common stock.
(8) Portfolio turnover rate is calculated using the lesser of year-to-date purchases or sales over the average of the invested assets at fair value.
(9) Rounds to less than $0.01 per share.
Note 16 - Schedules of Investments and Advances to Affiliates
The following table presents the Schedule of Investments and Advances to Affiliates for the three months ended March 31, 2024:
Portfolio Company (1)
Type of AssetAmount of dividends and interest included in incomeBeginning Fair Value at December 31, 2023Gross additions*Gross reductions**Realized Gain/(Loss)
Change in Unrealized Gain (Loss) (7)
Fair Value at March 31, 2024
Control Investments
CRS-SPV, Inc. (2) (5)(6)
Senior Secured First Lien Debt$— $— $45 $(45)$— $— $— 
Danish CRJ, Ltd. (2) (3) (6)
Equity/Other Investments— — — — — — — 
FBLC Senior Loan Fund, LLC (2)(4)(6)
Joint Venture6,843 — 304,934 501 — (501)304,934 
Kahala Ireland OpCo Designated Activity Company (2) (3) (6)
Equity/Other Investments— — — — — — — 
Kahala Ireland OpCo Designated Activity Company (2) (3) (6)(8)
Equity/Other Investments— — 537 1 — 14 552 
Kahala US OpCo, LLC (2) (3) (6)
Equity/Other Investments— — — — — — — 
Lakeview Health Holdings, Inc. (2) (5)(6)
Senior Secured First Lien Debt19 — 714 (714)— — — 
Lakeview Health Holdings, Inc. (2) (5)(6)
Senior Secured First Lien Debt4 — 227 (227)— — — 
MGTF Holdco, LLC (2) (3) (6)
Equity/Other Investments— — — — — — — 
MGTF Radio Company, LLC (2) (6)
Senior Secured First Lien Debt8,790 — 45,326 (313)3 (7,791)37,225 
Post Road Equipment Finance, LLC (2) (6)
Subordinated Debt782 11,000 24,000 (14,961)— (39)20,000 
Post Road Equipment Finance, LLC (2) (6)
Subordinated Debt33 — 4,000 (3,993)— (7)— 
Post Road Equipment Finance, LLC (2) (6)
Subordinated Debt1,788 24,500 38,123 63 — (86)62,600 
Post Road Equipment Finance, LLC (2) (6)
Equity/Other Investments2,468 32,600 86,699 142 — (208)119,233 
Siena Capital Finance, LLC (2) (6)
Subordinated Debt1,321 — 59,500 (4,902)(8)(90)54,500 
Siena Capital Finance, LLC (2) (6)
Equity/Other Investments2,762 — 77,310 127 — (127)77,310 
WPNT, LLC (2) (3) (6)
Equity/Other Investments— — — — — — — 
Total Control Investments$24,810 $68,100 $641,415 $(24,321)$(5)$(8,835)$676,354 
Affiliate Investments
CRS-SPV, Inc. (3) (6)
Equity/Other Investments$— $— $1,559 $3 $— $(3)$1,559 
First Eagle Greenway Fund II, LLC (3)
Equity/Other Investments— — 374 1 — (37)338 
Integrated Efficiency Solutions, Inc. (3) (6)
Equity/Other Investments— — — — — — — 
Integrated Efficiency Solutions, Inc. (3) (6)
Equity/Other Investments— — — — — — — 
Integrated Efficiency Solutions, Inc. (6)
Senior Secured First Lien Debt1 — 210 — — — 210 
Integrated Efficiency Solutions, Inc. (6)
Senior Secured First Lien Debt20 — 1,407 (1)— (2)1,404 

77
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Portfolio Company (1)
Type of AssetAmount of dividends and interest included in incomeBeginning Fair Value at December 31, 2023Gross additions*Gross reductions**Realized Gain/(Loss)
Change in Unrealized Gain (Loss) (7)
Fair Value at March 31, 2024
Integrated Efficiency Solutions, Inc. (6)
Senior Secured Second Lien Debt$67 $— $879 $1 $— $(59)$821 
Lakeview Health Holdings, Inc. (6)
Senior Secured First Lien Debt1 — 97 — — — 97 
Lakeview Health Holdings, Inc. (6)
Senior Secured First Lien Debt— — 1,112 — — (2)1,110 
Lakeview Health Holdings, Inc. (6)
Senior Secured First Lien Debt— — 619 1 — 19 639 
Lakeview Health Holdings, Inc. (3) (6)
Equity/Other Investments— — — — — — — 
NewStar Arlington Senior Loan Program, LLC 14-1A FR (6)
Collateralized Securities159 — 4,177 — — 60 4,237 
NewStar Arlington Senior Loan Program, LLC 14-1A SUB (6)
Collateralized Securities236 — 5,473 (710)— (702)4,061 
Newstar Fairfield Fund CLO, Ltd. 2015-1RA F (6)
Collateralized Securities879 — 9,202 — — (1,969)7,233 
Newstar Fairfield Fund CLO, Ltd. 2015-1RA SUB (6)
Collateralized Securities— — — — — — — 
ORG GC Holdings, LLC (6)
Senior Secured Second Lien Debt177 — 4,851 8 — (28)4,831 
ORG GC Holdings, LLC (6)
Senior Secured First Lien Debt235 — 10,111 17 — (17)10,111 
ORG GC Holdings, LLC (6)
Senior Secured First Lien Debt1 — — — — — — 
ORG GC Holdings, LLC (3) (6)
Equity/Other Investments— — — — — — — 
ORG GC Holdings, LLC (3) (6)
Equity/Other Investments— — — — — — — 
PennantPark Credit Opportunities Fund II, LP (3)
Equity/Other Investments— — 960 2 — (61)901 
Tax Defense Network, LLC (6)
Senior Secured First Lien Debt— — 925 2 — (123)804 
Tax Defense Network, LLC (6)
Senior Secured First Lien Debt— — 164 — — (21)143 
Tax Defense Network, LLC (6)
Senior Secured First Lien Debt— — 4,734 7 — 136 4,877 
Tax Defense Network, LLC (3) (6)
Equity/Other Investments— — — — — — — 
Tax Defense Network, LLC (3) (6)
Equity/Other Investments— — — — — — — 
Tennenbaum Waterman Fund, LP (3)
Equity/Other Investments— — 8,754 14 — (1)8,767 
 Total Affiliate Investments$1,776 $— $55,608 $(655)$— $(2,810)$52,143 
Total Control & Affiliate Investments$26,586 $68,100 $697,023 $(24,976)$(5)$(11,645)$728,497 
—–—–—–—–—–
*    Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company into this category from a different category. Includes investments acquired in connection with the Mergers.
**    Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company out of this category into a different category.
(1)The principal amount and ownership detail are shown in the Consolidated Schedules of Investments.
(2)This investment was not deemed significant under Regulation S-X as of March 31, 2021:2024.
Portfolio Company (1)
Type of AssetIndustryAmount of dividends and interest included in incomeBeginning Fair Value at December 31, 2020Gross additions*Gross reductions**Realized Gain/(Loss)Change in Unrealized GainFair Value at March 31, 2021
Affiliate Investments
Jakks Pacific, Inc. 10.50%, 2.50% PIK, 2/9/2023 (3)
Senior Secured First Lien DebtConsumer$17 $— $463 $— $— $25 $488 
Jakks Pacific, Inc. 6.00%, 2.75% PIK, 7/3/2023 (3)
Subordinated DebtConsumer5 — 590 — — — 590 
Jakks Pacific, Inc. (2) (3)
Equity/OtherConsumer— — 1 — — 97 98 
Total Affiliate Investments$22 $— $1,054 $— $— $122 $1,176 
(3)Investment is non-income producing at March 31, 2024.

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FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
(4)The Company and CCLF are the members of SLF, a joint venture formed as a Delaware limited liability company that is not consolidated by either member for financial reporting purposes. The members make investments in SLF in the form of LLC equity interests as SLF makes investments, and all portfolio and other material decisions regarding SLF must be submitted to SLF’s board of directors which is comprised of an equal number of members appointed by each the Company and CCLF. Because management of SLF is shared equally between us and CCLF, we do not believe we control SLF for purposes of the 1940 Act or otherwise.
(5)Investment no longer held as of March 31, 2024.
(6)The fair value of investments with respect to securities for which market quotations are not readily available is determined in good faith by the Company's Board of Directors as required by the 1940 Act. Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).
(7)Gross of net change in deferred taxes in the amount of (0.3) million.
(8)See Note 3 - Fair Value of Financial Instruments and the relevant portfolio company audited financial statements for additional disclosure

Dividends and interest for the three months ended March 31, 2024 attributable to Controlled and Affiliated investments no longer held as of March 31, 2024 were $23.4 thousand.
Realized gain (loss) for the three months ended March 31, 2024 attributable to Controlled and Affiliated investments no longer held as of March 31, 2024 was $(0.1) thousand.
Change in unrealized gain (loss) for the three months ended March 31, 2024 attributable to Controlled and Affiliated investments no longer held as of March 31, 2024 was $0.0 thousand.

The following table presents the Schedule of Investments and Advances to Affiliates for the year ended December 31, 2023:
Portfolio Company (1)
Type of AssetAmount of dividends and interest included in incomeBeginning Fair Value at December 31, 2022Gross additions*Gross reductions**Realized Gain/(Loss)Change in Unrealized GainFair Value at December 31, 2023
Control Investments
Post Road Equipment Finance, LLC (2)
Equity/Other$2,700 $30,742 $1,883 $— $— $(25)$32,600 
Post Road Equipment Finance, LLC (2)
Subordinated Debt1,237 6,914 5,029 (987)— 44 11,000 
Post Road Equipment Finance, LLC (2)
Subordinated Debt3,205 24,500 11 — — (11)24,500 
Total Control Investments$7,142 $62,156 $6,923 $(987)$— $8 $68,100 
—–—–—–—–—–
* Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company into this category from a different category.
** Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company out of this category into a different category.
(1) The principalprincipal/share amount and ownership detail are shown in the consolidated schedules of investments.
(2) Investment is non-income producing at March 31, 2021.
(3) The fair value of investments with respect to securities for which market quotations are not readily available is determined in good faith by the Company's Board of Directors as required by the 1940 Act. Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).


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FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Note 1317 - Merger with FBLC

On January 24, 2024, the Company completed its previously announced acquisition of FBLC. Pursuant to the Merger Agreement, Merger Sub was first merged with and into FBLC, with FBLC continuing as the surviving company, and, immediately following the Merger, FBLC was then merged with and into the Company, with the Company continuing as the surviving company. In accordance with the terms of the Merger Agreement, at the effective time, each outstanding share of FBLC's common stock was converted into the right to receive 0.4647 shares of the Company's common stock. As a result of the Mergers, the Company issued an aggregate of 110.0 million shares of its common stock to FBLC stockholders.

    The Merger was accounted for as an asset acquisition of FBLC by the Company in accordance with the asset acquisition method of accounting as detailed in ASC 805, Business Combinations, with the fair value of total consideration paid, including transaction costs, in conjunction with the Mergers allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Mergers. Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition was allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying” assets (for example cash) and does not give rise to goodwill. As a result, the purchase price premium was allocated to the cost basis of the FBLC investments acquired by the Company on a pro-rata basis based on their relative fair values as of the effective time of the Merger. The Company will be the accounting survivor of the Mergers. The purchase premium allocated to the debt investments acquired will amortize over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized depreciation on such investment acquired through its ultimate disposition. The purchase premium allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation on disposition of such equity investments acquired. The Merger constitutes an integrated plan of the type contemplated in Internal Revenue Service Revenue Ruling 2001-46 and will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. The Company has carried forward the historical cost basis of FBLC investments for tax purposes. As a result of the Merger, the Company is subject to an annual limit on its use of some of its unrealized capital losses to offset capital gains in future periods. If those losses are realized and the limitation prevents the Company from using any of those losses in a future period, those capital losses will be available to offset capital gains in subsequent periods. Additionally, net operating losses of one of the Company’s domestic subsidiaries is subject to an annual limitation. Losses subject to limitation will be available in subsequent periods.

The following table summarizes the allocation of consideration paid to the assets acquired and liabilities assumed as a result of the Mergers:
Common Stock issued by the Company$1,594,261 
Transaction costs4,623 
Consideration Paid$1,598,884
Investments$2,814,321 
Cash and cash equivalents58,478 
Other Assets48,585 
Total Assets Acquired$2,921,384
Debt$1,286,190 
Other Liabilities40,933 
Total liabilities acquired$1,327,123
Total net assets acquired$1,594,261


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FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Note 18 - Subsequent Events
The Company
In preparing these financial statements, the Company’s management has evaluated subsequent events and transactions for potential recognition or disclosure through the filing of this Form 10-Q and has determined that there have been no events that have occurred that would require adjustments todate the Company’s disclosures in the consolidated financial statements except as set forth below.were issued.

Capital Call

On April 22, 2021,24, 2024, pursuant to a drawdown notice previously delivered to investors, the Company issued and sold approximately 61,058 shares of the Company’s Common Stock for an aggregate offering price of approximately $0.9 million.

Notes Issuance

On April 29, 2024, the Company entered into a revolving creditpurchase agreement (the “MS Subscription Facility”“Purchase Agreement”) withby and among the Company, the Adviser, Benefit Street Partners L.L.C. and J.P. Morgan Stanley Asset Funding,Securities LLC, BofA Securities, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as administrative agent and sole lead arranger, and Morgan Stanley Bank, N.A., as the letter of credit issuer and lender. The MS Subscription Facility allows the Company to borrow up to $50.0 million, subject to certain restrictions, including availability under the borrowing base, which is based on unfunded capital commitments. The amount of permissible borrowings under the MS Subscription Facility may be increased up to an aggregate of $150.0 million with the consentrepresentatives of the lenders. The MS Subscription Facility has a maturity date of April 22, 2022, which may be extended for an additional two terms of not more than 12 months each with the consent of the administrative agent and lenders.
The MS Subscription Facility bears interest at a rate of: (i) with respect LIBOR Rate Loans, Adjusted LIBOR for the applicable interest period plus 2.00% per annum and (ii) with respect to Base Rate Loans, the greatest of (a) the Prime Rate in effect on such day plus 1.00% per annum, (b) the Federal Funds Rate in effect on such day plus 0.50%several initial purchasers (the “Initial Purchasers”), plus 1.00% per annum and (c) except during any period of time during which LIBOR is unavailable, one-month Adjusted LIBOR plus, without duplication, 100 basis points per annum. The Company paid an upfront fee and incurred other customary costs and expenses in connection with the MS Subscription Facility. In addition,issuance and sale of $300.0 million aggregate principal amount of the Company’s 7.20% Notes due 2029 (the “2029 Notes”) in a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The 2029 Notes were issued on May 6, 2024, pursuant to the 2021 Indenture, between the Company and U.S. Bank Trust Company, National Association, and a Third Supplemental Indenture, dated as of May 6, 2024 (the “Third Supplemental Indenture”), between the Company and U.S. Bank Trust Company, National Association.

The 2029 Notes were issued at 98.91% of their par value with a coupon at 7.20%. Interest on the 2029 Notes is payable semi-annually on June 15 and December 15 of each year commencing on December 15, 2024. The 2029 Notes will mature on June 15, 2029. The 2029 Notes offering closed on May 6, 2024.

Distribution Declarations

On May 7, 2024, the Board of Directors declared a regular quarterly distribution of $0.29 per share of Common Stock and a special distribution of $0.04 per share of Common Stock, both of which will be subjectpaid on or around May 13, 2024 to an unused commitment fee.stockholders of record as of May 7, 2024.

On April 30, 2021,May 7, 2024, the Board of Directors declared a distribution of $21.76 per share of Series A Preferred Stock, which will be paid on or around May 13, 2024 to stockholders of record as of May 7, 2024.

Shares Repurchase Program
On February 29, 2024, the Company closed new capital commitmentsoffered to purchase up to approximately 2.7 million shares of $13.1its common stock pursuant to its SRP at a price equal to $14.49 per share. The offer expired on April 9, 2024. On May 7, 2024, the Company purchased 2.7 million which brings total Capital Commitmentsshares of its common stock for aggregate consideration of $38.8 million pursuant to $555.5 million.the limitations of the SRP as detailed in Note 11 - Share Repurchase Program.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of Franklin BSP Capital Corporation (including, for periods prior to September 23, 2020, the date on which we converted to a corporation, Franklin BSP Capital L.L.C., a Delaware limited liability company, the(the "Company," "FBCC," "we," “us,” or "our") and the notes thereto and other financial information included elsewhere in this Quarterly Report on Form 10-Q. We are externally managed by our adviser, Franklin BSP Capital Adviser L.L.C. (the “Adviser”).
Forward Looking Statements
This report, and other statements that we may make, may contain forward-looking statements with respect to future financial or business performance, strategies, or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions.
Forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and we assume no duty to and do not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.
In addition to factors previously disclosed in our U.S. Securities and Exchange Commission (“SEC”) reports and those identified elsewhere in this report, including the “Risk Factors” section, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:
•our future operating results;
•the impact of the COVID-19 pandemic on our business and our portfolio companies, including our and their ability to access capital and liquidity;
•changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of the current COVID-19 pandemic;rising interest rates and a potential global recession;
•the impact that the discontinuationof geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the London Interbank Offered Rate (“LIBOR”)ongoing conflicts in the Middle East and the transition to new reference rates could have on the value of any LIBOR-indexed portfolio investments we may hold and the cost of borrowing under any credit facilities we may enter into;Eastern Europe;
•the impact of the investments that we expect to make;
•the ability of our portfolio companies to achieve their objectives;
•our contractual arrangements and relationships with third parties;
•our expected financings and investments;
•the adequacy of our cash resources and working capital;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•our repurchase of shares;
•actual and potential conflicts of interest with our Adviser (as defined below) and its affiliates;
•the dependence of our future success on the general economy and its effect on the industries in which we invest;
•the ability to qualify and maintain our qualifications as a regulated investment company (“RIC”) and a business development company (“BDC”);
•the timing, form, and amount of any distributions;
•the impact of fluctuations in interest rates on our business;
•the valuation of any investments in portfolio companies, particularly those having no liquid trading market;
•the impact of changes to generally accepted accounting principles;
•the impact of changes to tax legislation and, generally, our tax position;
23

•the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments; and
•the ability of our Adviser and its affiliates to attract and retain highly talented professionals.professionals;

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•the ability to realize the anticipated benefits of the Mergers (as defined below);
•the effects of disruption on our business from the Mergers; and
•the combined company’s plans, expectations, objectives and intentions as a result of the Mergers.
You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligations to update any forward-looking statement to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.
Overview
We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC, and intends to electhas elected to be treated for U.S. federal income tax purposes, as a RIC under the Internal Revenue Code of 1986, as amended (the “Code”).Code. We are managed by the Adviser. The Adviser is an affiliate of Benefit Street Partners. Our Adviser is a Delaware limited liability company that is registered as an investment adviser under the Advisers Act. Our Adviser oversees the management of our activities and is responsible for making investment decisions with respect to our portfolio.
Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We intend to invest primarily in first and second lien senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. We define middle market companies as those with annual revenues up to $1 billion,EBITDA of between $25 million and $100 million annually, although we may invest in larger or smaller companies. We also may purchase interests in loans or corporate bonds through secondary market transactions. We expect that each investment generally will range between approximately 0.5% and 3.0% of our total assets. As of March 31, 2021, 98.1%2024, 79.5% of our portfolio was invested in senior secured loans.
Senior secured loans generally are senior debt instruments that rank ahead of subordinated debt and equity in priority of payments and are generally secured by liens on the operating assets of a borrower which may include inventory, receivables, plant, property and equipment. Mezzanine debt is subordinated to senior loans and is generally unsecured.
On December 18, 2020, we completed our initial closingInitial Closing of capital commitmentsCapital Commitments to purchase shares of our common stockCommon Stock to investors in a private placement in reliance on exemptions from the registration requirements of the Securities Act. Since our Initial Closing, we held additional closings and received aggregate Capital Commitments to purchase Common Stock. As of March 31, 2021,2024, investors had made aggregate capital commitmentsCapital Commitments to purchase common stockCommon Stock of $542.4$375.5 million. At each closing of the private placement, each investor will make a capital commitmentCapital Commitment to purchase shares of common stockCommon Stock pursuant to a Subscription Agreement entered into with us. Investors will be required to fund drawdowns to purchase shares of common stockCommon Stock up to the amount of their respective capital commitmentsCapital Commitments on an as-needed basis each time we deliver a notice to the investors. Closings of the Company’s private placement are expected to occur,of our Common Stock occurred, from time to time, during the period ending on the first anniversary ofInitial Closing Period which our initial closing, provided that the Board of Directors may extend this initial closing period in its sole discretion.extended such that it ended December 18, 2023. After this initial closing period, the CompanyInitial Closing Period, we may permit one or more additional closings of the private placement of our Common Stock with the approval of theour Board of Directors.



On August 25, 2021, we filed the Certificate of Designation for the Series A Preferred Stock. On the same day, we entered into the Preferred Subscription Agreements with certain investors, pursuant to which investors made new Preferred Capital Commitments to purchase shares of our Series A Preferred Stock. As of March 31, 2024, total Preferred Capital Commitments of Series A Preferred Stock were$77.5 million.



On January 24, 2024, we consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) with Franklin BSP Lending Corporation, a Maryland corporation (“FBLC”), Franklin BSP Merger Sub, Inc., a Maryland corporation and our direct wholly-owned subsidiary (“Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser. In connection therewith, Merger Sub merged with and into FBLC (the “Merger”), with FBLC continuing as the surviving company and as our wholly-owned subsidiary, followed by FBLC merging with and into us (together with the Merger, the “Mergers”), and with us continuing as the surviving company. See Note 17 - Merger with FBLC for further information regarding the Mergers.














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Financial and Operating Highlights
(Dollars in thousands, except per share amounts)
At March 31, 20212024:
Investment Portfolio$36,270 3,476,614 
Net assets attributable to common stock39,259 1,998,558 
Debt (net of deferred financing costs)28,892 1,479,246 
Secured borrowings30,758 
Net asset value per share attributable to common stock14.72 14.66 
Portfolio Activity for the Three Months Ended March 31, 20212024:
Purchases during the period35,871 67,114 
Sales, repayments, and other exits during the period18 153,894 
Number of portfolio companies at end of period10 145
Operating Results for the Three Months Ended March 31, 20212024:
Net investment lossincome (loss) per share(0.48)0.49 
Net decreaseincrease (decrease) in net assets resulting from operations per shareattributable to common stockholders and participating securities(0.22)0.26 
Net investment lossincome (loss)(732)49,737 
Net realized and unrealized gain (loss)403 (23,517)
Net decreaseincrease (decrease) in net assets resulting from operations attributable to common stockholders(329)24,018 
Portfolio and Investment Activity
We invest primarily in first and second lien senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. We define middle market companies as those with EBITDA of between $25 million and $100 million annually, although we may invest in larger or smaller companies. We also may purchase interests in loans or corporate bonds through secondary market transactions.

During the three months ended March 31, 2021,2024, we made $35.9$67.1 million of investments in new portfolio companies and had $18.0 thousand$153.9 million in aggregate amount of sales and repayments, resulting in net investments of $35.9$(86.8) million for the period, excluding any impact from the Mergers. The total portfolio of debt investments at fair value consisted of 95.0% bearing variable interest rates and 5.0% bearing fixed interest rates.
















84


Our portfolio composition, based on fair value at March 31, 2024 was as follows:
March 31, 2024
Percentage of
Total Portfolio(4)
Weighted Average Current Yield for Total Portfolio (1)
Senior Secured First Lien Debt74.9 %12.1 %
Senior Secured Second Lien Debt4.6 15.7 
Subordinated Debt3.9 12.8 
Debt Subtotal83.4 %12.3 %
Collateralized Securities (2)
0.5 20.4 
Equity/Other (3)
7.3 8.3 
FBLC Senior Loan Fund LLC (3)
8.8 9.0 
Total100.0 %11.8 %
(1) Includes the effect of the amortization or accretion of loan premiums or discounts.
(2) Weighted average current yield for Collateralized Securities is based on the estimation of effective yield to expected maturity for each security as calculated in accordance with Accounting Standards Codification ("ASC") Topic 325-40-35, Beneficial Interests in Securitized Financial Assets (see Note 2 - Summary of Significant Accounting Policies).
(3) Weighted average current yield for Equity/Other may be based on actual or annualized income, where applicable.
(4) As of March 31, 2024, FBLC Senior Loan Fund, LLC's holdings consisted of 91.6% senior secured debt, of which 89.5% represented senior secured first lien debt. As of March 31, 2024, we held investments in Siena Capital Finance, LLC ("Siena") consisting of subordinated debt and equity, which represented 1.6% and 2.2% of our total portfolio, respectively. As of March 31, 2024, we held investments in Post Road Equipment Finance, LLC (“Post Road”) consisting of subordinated debt and equity, which represented 2.4% and 3.4% of our total portfolio, respectively. The respective businesses of Siena and Post Road primarily involve making senior secured asset-based loans to middle market companies and equipment finance transactions secured by mission-critical equipment of middle market companies, respectively. If the underlying investments of FBLC Senior Loan Fund described above were held by us and we were to treat the investments in Siena and Post Road as senior secured first lien investments, given the underlying businesses of those portfolio companies, then our portfolio composition as of March 31, 2024 would be as follows:
March 31, 2024
Percentage of
Total Portfolio
Senior Secured First Lien Debt92.0 %
Senior Secured Second Lien Debt4.5 
Senior Secured - Subtotal96.5 %
Collateralized Securities2.0 
Equity/Other1.5 
Total100.0 %
During the year ended December 31, 2023, we made $77.0 million of investments in new portfolio companies and had $101.7 million in aggregate amount of sales and repayments, resulting in net investments of $(24.7) million for the period. The total portfolio of debt investments at fair value consisted of 97.0%98.0% bearing variable interest rates and 3.0%2.0% bearing fixed interest rates.





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Our portfolio composition, based on fair value at MarchDecember 31, 20212023 was as follows:
March 31, 2021
Percentage of
Total Portfolio
Weighted Average Current Yield for Total Portfolio (1)
Senior Secured First Lien Debt82.7 %6.9 %
Senior Secured Second Lien Debt15.4 7.3 
Subordinated Debt1.6 10.1 
Equity/Other0.3 — 
  Totals100.0 %7.0 %

December 31, 2023
Percentage of
Total Portfolio(1)
Weighted Average Current Yield for Total Portfolio (2)
Senior Secured First Lien Debt83.6 %12.1 %
Senior Secured Second Lien Debt6.9 13.4 
Subordinated Debt4.7 13.2 
Debt Subtotal95.2 %12.2 %
Equity/Other
4.8 7.8 
Total100.0 %12.0 %
(1) As of December 31, 2023, we held investments in Post Road Equipment Finance, LLC (“Post Road”) consisting of subordinated debt and equity, which represented 4.7% and 4.3% of our total portfolio, respectively. Post Road’s primary business involves equipment finance transactions secured by mission-critical equipment of middle market companies. If we were to treat the investments in Post Road as senior secured first lien investments, given the underlying business of this portfolio company, then our portfolio composition as of December 31, 2023 would be as follows:
December 31, 2023
Percentage of
Total Portfolio
Senior Secured First Lien Debt92.6 %
Senior Secured Second Lien Debt6.9 
Senior Secured - Subtotal99.5 %
Equity/Other
0.5 
Total100.0 %
(2) Includes the effect of the amortization or accretion of loan premiums or discounts.
We commenced investment operations on January 7, 2021 and, as a result, did not have investments as of December 31, 2020.
Portfolio Asset Quality
Our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser grades the credit risk of all debt investments on a scale of 1 to 5 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio debt investment relative to the inherent risk at the time the original debt investment was made (i.e., at the time of acquisition), although it may also take into account under certain circumstances the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors.
25

Loan RatingSummary Description
Loan Rating1Summary Description
1Debt investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since the time of investment are favorable.
2Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable. All investments are initially rated a “2”.
3Performing debt investment requiring closer monitoring. Trends and risk factors show some deterioration.
4Underperforming debt investment. Some loss of interest or dividend expected, but still expecting a positive return on investment. Trends and risk factors are negative.
5Underperforming debt investment with expected loss of interest and some principal.

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The weighted average risk rating of our investments based on fair value was 2.0 as2.3 and 2.3 as of March 31, 2021.2024 and December 31, 2023, respectively. As of March 31, 2021, the Company2024 we had nosix portfolio companies on non-accrual with a total amortized cost of $45.7 million and fair value of $35.6 million, which represented 1.3% and 1.0% of the investment portfolio's total amortized cost and fair value, respectively. As of December 31, 2023, we had no portfolio companies on non-accrual status. The increase of portfolio companies on non-accrual status was partially a result of the Mergers; whereby, we acquired FBLC’s assets, including its non-accrual assets. Refer to Note 2 - Summary of Significant Accounting Policies - for additional details regarding the Company’sour non-accrual policy.
FBLC Senior Loan Fund, LLC
On January 24, 2024, as a result of the consummation of the Mergers, we became party to the joint venture formed on January 20, 2021, between FBLC and Cliffwater Corporate Lending Fund (“CCLF”), FBLC Senior Loan Fund, LLC (“SLF”). SLF invests primarily in senior secured loans, and to a lesser extent may invest in mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. SLF was formed as a Delaware limited liability company and is not consolidated by us for financial reporting purposes. We provide capital to SLF in the form of LLC equity interests. At formation, FBLC and CCLF owned 87.5% and 12.5%, respectively, of the LLC equity interests of SLF. As of March 31, 2024, we and CCLF owned 79.9% and 20.1%, respectively, of the LLC equity interests of SLF. Profit and loss are allocated based on each members' ownership percentage of the joint venture's net asset value. SLF has an Administrative and Loan Services Agreement with BSP, our affiliate, pursuant to which BSP provides certain operational and valuation services for SLF's investments; as well as certain agreements with third-party service providers. We and CCLF each appoint two members to SLF's four-person board of members. All material decisions with respect to SLF, including those involving its investment portfolio, require unanimous approval of a quorum of the board of members. Quorum is defined as (i) the presence of two members of the board of members; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of members; provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of members; provided that two individuals are present that were elected, designated or appointed by each member.
As of March 31, 2024, our investment in SLF consisted of equity contributions of $304.9 million. Our investment in SLF is classified as “Equity/Other” on the consolidated schedules of investments, and other disclosures unless otherwise indicated.
Below is a summary of SLF’s portfolio as of March 31, 2024 and December 31, 2023. A listing of the individual investments in SLF’s portfolio as of such dates can be found in Note 3 – Fair Value of Financial Instruments in the notes to the accompanying consolidated financial statements (dollars in thousands):

March 31, 2024December 31, 2023
(Unaudited)
Total assets$1,038,117$946,605
Total investments (1)
$966,167$877,688
Weighted Average Current Yield for Total Portfolio (2)
10.7%11.0%
Number of Portfolio companies in SLF186172
Largest portfolio company investment (1)
$19,811$19,838
Total of five largest portfolio company investments (1)
$85,254$82,467
(1)At fair value.
(2)Includes the effect of the amortization or accretion of loan premiums or discounts.


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Below is certain summarized financial information for SLF as of March 31, 2024 and December 31, 2023 and for the three months ended March 31, 2024 and March 31, 2023 (dollars in thousands):

Selected Statements of Assets and Liabilities InformationMarch 31,December 31,
20242023
(Unaudited)
ASSETS
Investments, at fair value (amortized cost of $990,003 and $908,094,
respectively)
$966,167 $877,688 
Cash and other assets71,950 68,917 
Total assets$1,038,117 $946,605 
LIABILITIES
Revolving credit facilities (net of deferred financing costs of $1,525 and $1,695, respectively)$558,975 $481,805 
Secured borrowings24,974 39,959 
Other liabilities65,882 45,124 
Total Liabilities$649,831 $566,888 
MEMBERS’ CAPITAL
Total members’ capital$388,286 $379,717 
Total liabilities and members’ capital$1,038,117 $946,605 


Selected Statements of Operations InformationFor the three months ended March 31,
20242023
(Unaudited)(Unaudited)
Investment income:
Total investment income$25,995 $22,572 
Operating expenses:
Interest and credit facility financing expenses10,453 9,755 
Other expenses595 576 
Total expenses11,048 10,331 
Net investment income14,947 12,241 
Realized and unrealized gain (loss) on investments:
Net realized and unrealized gain (loss) on investments2,203 4,539 
Net increase (decrease) in members’ capital resulting from operations$17,150 $16,780 





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RESULTS OF OPERATIONS

Investments
Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.
Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in first and second lien senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. We define middle market companies as those with EBITDA of between $25 million and $100 million annually, although we may invest in larger or smaller companies. We also may purchase interests in loans or corporate bonds through secondary market transactions, which refers to acquisitions from secondary market participants rather than from the portfolio company directly.
As a BDC, we are generally required to invest at least 70% of our total assets primarily in securities of private and certain U.S. public companies (other than certain financial institutions), cash, cash equivalents and U.S. government securities and other limited float high quality debt investments that mature in one year or less.

Revenues
We generate revenues primarily in the form of interest income on debt investments we hold, and to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or PIK income.
In addition, we may generate revenue in the form of fee income such as structuring fees, origination, closing, amendment fees, commitment, termination, and other upfront fees. We do not expect to receive material fee income as it is not our principal investment strategy. Upon the re-payment of a loan or debt security, any prepayment penalties and unamortized loan origination, structuring, closing, commitment, and other upfront fees are recorded as income.

Expenses
We will bear all out-of-pocket costs and expenses of our operations and transactions, including, but not limited to:
•expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring our financial and legal affairs, news and quotation subscriptions, and market or industry research expenses;
•the cost of calculating our NAV; the cost of effecting sales and repurchases of shares of our Common Stock and other securities;
•management and incentive fees payable pursuant to the Investment Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms);
•expenses related to consummated or unconsummated investments, including dead deal or broken deal expenses; rating agency expenses; fees to arrange our debt financings;
•distributions on our shares; administration fees payable under the Administration Agreement;
•the allocated costs incurred by our Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expenses;
•federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes;

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•costs and expenses incurred in relation to compliance with applicable laws and regulations and our operation and administration generally;
•independent directors’ fees and expenses;
•brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; our fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments;
•expenses relating to the development and maintenance of our website, if any; other operations and technology costs;
•direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and
•all other expenses incurred by us or our Administrator in connection with administering our business, including, but not limited to, payments under the Administration Agreement based upon our allocable portion of our Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, travel and the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs, including operations and tax professionals and administrative staff who provide support services in respect of us.
Our operating results for the three months ended March 31, 2021 2024 and 2023were as follows (dollars in thousands):
For the three months ended March 31, 2021
Total investment income$142 
Total expenses819 
Income tax expense, including excise tax55 
Net investment loss$(732)
For the three months ended March 31,
20242023
Total investment income$96,550 $22,424 
Expenses, net of incentive fee waiver46,487 10,155 
Income tax expense, including excise tax326 208 
Net investment income (loss)$49,737 $12,061 

Investment Income

Investment income increased from $22.4 million for the three months ended March 31, 2021 was 2023 to $96.6 million for the three months ended March 31, 2024. The increase is primarilydriven by the Mergers with FBLC, which resulted in the acquisition of $2.8 billion of FBLC’s investments at fair value on January 24, 2024, as well as rising base rates on our deploymentvariable rate portfolio, which represents 95.0% of capital since January 7, 2021 (commencementour portfolio as of operations)March 31, 2024. As a result of the Mergers, our investment portfolio at amortized cost increased to $3.5 billion as of March 31, 2024 from $769.0 million as of December 31, 2023. PIK income from investments also increased from $0.3 million for the three months ended March 31, 2023 to $4.3 million for the three months ended March 31, 2024. Fee and other income, included within total investment income,decreased from $0.3 for the three months ended March 31, 2023 to $0.1 for the three months ended March 31, 2024, primarily due to an increasing invested balance.decrease in one-time fees earned on certain investments, including commitment, prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns.











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Operating Expenses
The composition of our operating expenses for the three months ended March 31, 2021 was2024 and 2023 were as follows (dollars in thousands):
For the three months ended March 31, 2021
Management fees$59 
Interest and debt fees38 
Professional fees240 
Other general and administrative226 
Amortization of offering costs139 
Administrative services25 
Directors' fees92 
Total operating expenses$819 
For the three months ended March 31,
20242023
Management fees$10,557 $1,004 
Incentive fee on income8,655 1,809 
Interest and debt fees22,931 7,976 
Professional fees2,043 512 
Other general and administrative1,724 456 
Administrative services246 58 
Directors' fees331 149 
Incentive fee waiver— (1,809)
Expenses, net of incentive fee waiver$46,487 $10,155 
Management Fees

Management Fees increased from $1.0 million for the three months ended March 31, 2023 to $10.6 millionfor the three months ended March 31, 2024. The increase in management fees from March 31, 2023 to March 31, 2024 was driven by an increase in our asset base due to the Mergers with FBLC. Total assets increasedfrom $831.7 million as of December 31, 2023 to $3.7 billion as of March 31, 2024.

Incentive Fees

Incentive Fees increased from $1.8 million (all of which were waived by the Adviser) for the three months ended March 31, 2023 to $8.7 million for the three months ended March 31, 2024. The increase in incentive fees from March 31, 2023 to March 31, 2024 was driven by an increase in pre-incentive fee net investment income due to the Mergers with FBLC.

Interest and debt fees

Interest and debt fees increased from $8.0 million for the three months ended March 31, 2023 to $22.9 million for the three months ended March 31, 2024. The increase is primarily driven by the Mergers with FBLC, which resulted in the acquisition of $1.2 billion of FBLC’s debt on January 24, 2024 as well as an increase in base interest rates of our variable rate debt. The average daily debt outstanding for facility borrowings and unsecured notes for the three months ended March 31, 2023 was $380.5 million compared to $1.2 billion for the three months ended March 31, 2024. The weighted average annualized interest cost of the facility borrowings and unsecured notes for the three months ended March 31, 2024 and 2023 were 8.54% and 7.43%, respectively.

Professional Fees and Other General and Administrative Expenses

Professional fees and other general and administrative expenses increased from $1.0 million for the three months ended March 31, 2023 to $3.8 million for the three months ended March 31, 2024. The increase in professional fees and other general and administrative expenses from March 31, 2023 to March 31, 2024 was primarily driven by an increase in costs associated with servicing a larger investment portfolio due to the Mergers with FBLC.
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Net Realized Gain (Loss) and Net Change in Unrealized Appreciation (Depreciation) on Investments
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments for the three months ended March 31, 20212024 and 2023 were as follows (dollars in thousands):
For the three months ended March 31, 2021
Net realized gain (loss)
  Affiliate Investments$— 
  Non-affiliate investments— 
Total net realized gain (loss)— 
Net change in unrealized appreciation on investments
  Affiliate Investments122 
  Non-affiliate investments281 
Total net change in unrealized appreciation on investments403 
Net realized and unrealized gain$403 
For the three months ended March 31,
20242023
Net realized gain (loss)
Control Investments$(5)$— 
Non-affiliate investments1,288 (161)
Total net realized gain (loss)1,283 (161)
Net change in unrealized appreciation (depreciation) on investments
Control investments(8,835)(7)
Affiliate Investments(2,810)— 
Non-affiliate investments(12,864)(739)
Net change in deferred taxes(291)(515)
Total net change in unrealized appreciation (depreciation) on investments(24,800)(1,261)
Net realized and unrealized gain (loss)$(23,517)$(1,422)
Impact
Net Realized Gain (Loss) on Investments

Realized gains or losses are measured using the specific identification method whereby we measure the gain or loss by the difference between the net proceeds from repayment or sale and the amortized cost basis of COVID-19 Pandemicthe investment, without regard to unrealized appreciation or depreciation previously recognized.

For the three months ended March 31, 2024, we recorded a net realized gain of $1.3 million. The COVID-19 pandemic hasnet realized gain was primarily driven by one investment.In February 2024, we fully exited our second lien debt position of Mercury Merger Sub, Inc. which resulted in governments arounda realized gain of $0.5 million.

For the world implementingthree months ended March 31, 2023, we recorded a broad suitenet realized loss of measures$(0.2) million. The net realized loss was primarily driven by one investment. In March 2023, we fully exited our first lien debt position of Acrisure, LLC which resulted in a realized loss of $(0.1) million.

Net Change in Unrealized Appreciation (Depreciation) on Investments

Net change in unrealized appreciation or depreciation is the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

For the three months ended March 31, 2024, we recorded unrealized appreciation of $8.3 million on 60 portfolio company investments, which was offset by $32.8 million of unrealized depreciation on 226 portfolio company investments. The unrealized appreciation primarily resulted from improved performance of certain portfolio companies and the reversal of unrealized depreciation. The unrealized depreciation was primarily due to help controlisolated deterioration in the spreadcredit performance of a small number of portfolio companies. The overall net unrealized depreciation on our portfolio was primarily driven by deterioration in the credit performance of a small number of portfolio companies.


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For the three months ended March 31, 2023, we recorded unrealized appreciation of $1.7 million on 32 portfolio company investments which was offset by $2.4 million of unrealized depreciation on 90 portfolio company investments. The unrealized appreciation primarily resulted from improved performance of certain portfolio companies and the reversal of previously recorded unrealized depreciation. The unrealized depreciation primarily resulted from overall price declines across our portfolio and the reversal of unrealized appreciation in 2022. Additionally, $0.5 million of the virus, including quarantines, travel restrictionsnet unrealized loss was driven by a change in deferred taxes. The overall net unrealized depreciation on our portfolio was primarily driven by market volatility during 2023.
Supplemental Information
On January 24, 2024, we completed our previously announced acquisition of FBLC. Pursuant to the Merger Agreement, Merger Sub was first merged with and business curtailmentsinto FBLC, with FBLC continuing as the surviving company, and, others. The emergenceimmediately following the Merger, FBLC was then merged with and into us, with us continuing as the surviving company. In accordance with the terms of COVID-19 has created economic and financial disruptions that may affect, our business, financial condition, liquidity, and certainthe Merger Agreement, at the effective time, each outstanding share of FBLC's common stock was converted into the right to receive 0.4647 shares of our portfolio companies' results of operations and liquidity. The extent to which the COVID-19 pandemic will affect our business, financial condition, liquidity and certain of our portfolio companies’ results of operations and liquidity will depend on future developments, which are highly uncertain and cannot be predicted.
Given the unprecedented nature of the COVID-19 exigency and the fiscal and monetary response designed to mitigate strain to businesses and the economy, the operating environment of certain of our portfolio companies is evolving rapidly. We have been in frequent communication with management, as well as the private equity sponsors, of our portfolio companies in order to understand the impact of the COVID-19 pandemic on their particular businesses and assess their ability to meet their obligations.common stock. As a result of the business disruptions affecting certainMergers, we issued an aggregate of 110.0 million shares of our portfolio companies, we maycommon stock to FBLC stockholders.
The Merger was accounted for as an asset acquisition of FBLC by us in accordance with the asset acquisition method of accounting as detailed in ASC 805, Business Combinations, with the fair value of total consideration paid, including transaction costs, in conjunction with the Mergers allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Mergers. The consideration paid to FBLC stockholders was more than the aggregate fair value of the assets acquired and liabilities assumed, which resulted in a purchase price premium. The purchase premium was allocated to the cost basis of the FBLC investments acquired by the Company on a pro-rata basis based on their relative fair values as of the effective time of the Merger. The purchase premium allocated to the debt investments acquired will amortize over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized depreciation on such investment acquired through its ultimate disposition. The purchase premium allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation on disposition of such equity investments acquired. Any adjustments to the cost basis of the acquired FBLC investments derived from the accounting treatment of the Mergers will be required to adjustexcluded from the future amount of distributionsincentive fee calculation.
As a supplement to our stockholders.financial results reported in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), we have provided, as detailed below, certain non-GAAP financial measures to our operating results that exclude the aforementioned purchase premium and the ongoing amortization thereof, as determined in accordance with U.S. GAAP. The non-GAAP financial measures include (i) adjusted net investment income after taxes; and (ii) adjusted net realized and unrealized gains (losses). We continuebelieve that the adjustment to closely monitorexclude the full effect of the purchase premium is meaningful because it is a measure that we and investors use to assess our investment portfolio in orderfinancial condition and results of operations. Although these non-GAAP financial measures are intended to enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be positionedconsidered as an alternative to respond appropriately.U.S. GAAP. The aforementioned non-GAAP financial measures may not be comparable to similar non-GAAP financial measures used by other companies.








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Non-GAAP Supplemental Disclosure:For the three months ended March 31,
20242023
Net investment income (loss)$49,737 $12,061 
Less: purchase premium and other cost adjustments (1)
(8,929)— 
Adjusted net investment income after taxes$40,808 $12,061 
Net realized and unrealized gains (losses)$(23,517)$(1,422)
Less: Net change in unrealized appreciation (deprecation) due to the purchase premium and other cost adjustments (1)
10,135 — 
Less: Realized gain (loss) due to the purchase premium and other cost adjustments (1)
(1,206)— 
Adjusted net realized and unrealized gains (losses)$(14,588)$(1,422)
(1) Represents amortization of purchase premium and incremental amortization of acquired FBLC investments as a result of the accounting treatment of the Mergers under ASC 805 for the period 1/24/2024 to 3/31/2024.

Recent DevelopmentsMS Subscription Facility
On April 22, 2021, the Company entered into a $50.0 million revolving credit agreement (the “MS Subscription Facility”) with Morgan Stanley Asset Funding, Inc., as administrative agent and sole lead arranger, and Morgan Stanley Bank, N.A., as the letter of credit issuer and lender. The MS Subscription Facility allows the Company to borrow up to $50.0 million,is subject to certain restrictions, including availability under the borrowing base, which is based on unfunded capital commitments. The amount of permissible borrowings under the MS Subscription Facility may be increased up to an aggregate of $150.0 million with the consent of the lenders. The MS Subscription Facility hashad a maturity date of April 22, 2022, which may be extended for an additional two terms of not more than 12 months each with the consent of the administrative agent and lenders.
The On April 20, 2022, the Company entered into a first amendment (the “First Amendment”) to the MS Subscription Facility, bearswhich extended the maturity date to April 21, 2023, which may be extended for an additional term of not more than 12 months each with the consent of the administrative agent and lenders. On September 30, 2022, pursuant to the terms of the agreement, the Company voluntarily reduced commitments from $50.0 million to $44.5 million and on December 9, 2022, pursuant to the terms of the agreement, the Company voluntarily reduced commitments from $44.5 million to $25.5 million (together, the “MS Subscription Facility Downsizes”).

Prior to the First Amendment, the MS Subscription Facility bore interest at a rate of: (i) with respect LIBOR Rate Loans, Adjusted LIBOR (as defined in the MS Subscription Facility) for the applicable interest period plus 2.00% per annum and (ii) with respect to Base Rate Loans, the greatest of (a) the Prime Rate in effect on such day plus 1.00% per annum, (b) the Federal Funds Ratefederal funds rate in effect on such day plus 0.50%, plus 1.00% per annum and (c) except during any period of time during which LIBOR is unavailable, one-month Adjusted LIBOR plus, without duplication, 100 basis points per annum.
On April 30, 2021, The Company paid an upfront fee and incurred other customary costs and expenses in connection with the Company closed new capital commitments of $13.1 million which brings total Capital Commitments to $555.5 million.

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Liquidity and Capital Resources

We generate cash primarily from the net proceeds of the purchase of shares of our common stock from drawdowns on our investors’ capital commitments, cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. We also fund a portion of our investments through borrowings from banks. Our primary use of cash will be investments in portfolio companies, payments of our expenses and payment of cash distributions to our stockholders.

As of March 31, 2021, we are partyMS Subscription Facility. Subsequent to the First Amendment, the MS CreditSubscription Facility as describedbears interest at a rate of: (i) with respect to Term SOFR Loans, Term SOFR with a one-month Interest Period plus 2.10% per annum and (ii) with respect to Base Rate Loans, the greatest of (a) the Prime Rate in more detaileffect on such day plus 100 basis points (1.00%) per annum, (b) the federal funds rate in Note 5 - Borrowings.

Aseffect on such day plus 0.50% plus 1.00% per annum and (c) except during any period of March 31, 2021, we had $42.2 million of cash.time during which Term SOFR is unavailable, Term SOFR for a one-month tenor in effect on such day plus without duplication, 100 basis points (1.00%) per annum plus 100 basis points (1.00%) per annum. The Company paid an upfront fee and incurred other customary costs and expenses in connection with the First Amendment to MS Subscription Facility. In addition, we had $70.0 million of availability under the MS Credit Facility (subject to borrowing base availability) and had approximately $502.4 million of uncalled capital commitments to purchase shares of our common stock. We expect to have sufficient liquidity for our investing activities and to conduct our operations in the near term.

Taxation as a RIC
We intend to elect to be treated as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to corporate-level U.S. federal income taxes on any income that we distribute as dividends for U.S. federal income tax purposes to our stockholders. To maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, in order to maintain RIC tax treatment, we must distribute to our stockholders, for each tax year, an amount equal to at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gain over realized net long-term capital loss and determined without regard to any deduction for dividends paid, or the annual distribution requirement. Even if we qualify as a RIC, we generallyCompany will be subject to corporate-level U.S. federal income taxan unused commitment fee of 0.30%.

The MS Subscription Facility was terminated on our undistributed taxable incomeMarch 29, 2023.









57
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and could be subject to state, local, and foreign taxes.
Additionally, in order to avoid the imposition of a U.S. federal excise tax, we are required to distribute, in respect of each calendar year, dividends to our stockholders of an amount at least equal to the sum of 98% of our calendar year net ordinary income (taking into account certain deferrals and elections); 98.2% of our capital gain net income (adjusted for certain ordinary losses) for the one year period ending on December 31 of such calendar year; and any net ordinary income and capital gain net income for preceding calendar years that were not distributed during such calendar years and on which we previously did not incur any U.S. federal income tax. If we fail to qualify as a RIC for any reason and become subject to corporate tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. Such a failure would have a material adverse effect on us and our stockholders. In addition, we could be required to recognize unrealized gains, incur substantial taxes and interest and make substantial distributions in order to re-qualify as a RIC. We cannot assure stockholders that they will receive any distributions.
Related Party Transactions and Agreements
Investment Advisory Agreement
We entered into an Investment Advisory Agreement, dated as of September 23, 2020, which was approved by our Board of Directors and our sole stockholder for a two year term, under which the Adviser, subject to the overall supervision of our Board of Directors manages the day-to-day operations of, and provides investment advisory services to us. Affiliates of the Adviser also provide investment advisory services to other funds that have investment mandates that are similar, in whole and in part, with ours, including Business Development Corporation of America, a business development company advised by an affiliate of the Adviser. Affiliates of the Adviser also serve as investment adviser or sub-adviser to private funds and registered open-end funds,per share amounts, percentages and as an investment adviser to a public real estate investment trust. The Adviser has adopted policies designed to manage and mitigate the conflicts of interest associated with the allocation of investment opportunities. In addition, any affiliated fund currently formed or formed in the future and managed by the Adviser or its affiliates may have overlapping investment objectives with our own and, accordingly, may invest in asset classes similar to those targeted by us. However, in certain instances due to regulatory, tax, investment, or other restrictions, certain investment opportunities may not be appropriate for either us or other funds managed by the Adviser or its affiliates. otherwise indicated)
For the period ended March 31, 2021, $0.1 million of management fees and no incentive fees were accrued and paid to the advisor.2024

28

(Unaudited)
Administration AgreementJPM Credit Facility

On September 23, 2020, we entered into the Administration Agreement with BSP, pursuant to which BSP provides us with office facilities and administrative services. The Administration Agreement may be terminated by either party without penalty upon not less than 60 days’ written notice to the other. For the period ended March 31, 2021,October 4, 2023, the Company incurred $0.2 million in administrative service fees underrefinanced the administrative agreement.

Co-Investment Relief
The 1940 Act generally prohibits BDCs from entering into negotiated co-investments with affiliates absent an order from the SEC. The SEC has granted exemptive relief to affiliates of the Adviser that allows us to enter into certain negotiated co-investment transactions alongside other funds managed by the Adviser or its affiliates (“Affiliated Funds”) in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with certain conditions (the “Order”). Pursuant to the Order, we are permitted to co-invest with our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies.
Borrowings
We are only allowed to borrow money such that our asset coverage, which, as defined in the 1940 Act, measures the ratio of total assets less total liabilities not represented by senior securities to total borrowings, equals at least 150% after such borrowing, with certain limited exceptions. We are continually exploring forms of debt financing which could include new or expanded credit facilities or the issuance of debt securities. We may use borrowed funds, known as “leverage,” to make investments and to attempt to increase returns to our stockholders by reducing our overall cost of capital. We currently have credit facilities with Morgan Stanley.
MS Credit Facility
On March 15, 2021, the Company, into a $400.0 million credit facility with FBCC Lending I,Jupiter Funding, LLC, a wholly-owned, consolidated special purpose financing subsidiary of the Company, as borrower (“FBCC Lending”Jupiter Funding”), and the Adviser, as portfolio manager, the servicer, entered intolenders party thereto, U.S. Bank National Association, as securities intermediary, U.S. Bank Trust Company, National Association as collateral administrator and collateral agent, and JPMorgan Chase Bank, National Association, as administrative agent (the “JPM Credit Facility”). The JPM Credit Facility provides for borrowings through October 4, 2026, and any amounts borrowed under the JPM Credit Facility will mature on October 4, 2027. Borrowings under the JPM Credit Facility will bear interest at a loanbenchmark rate, currently SOFR, plus a margin of 2.75% per annum, which is inclusive of an administrative agent fee. Interest is payable quarterly in arrears. Jupiter Funding will be subject to a non-usage fee of 0.75%, which is inclusive of the administrative agent fee, to the extent the commitments available under the JPM Credit Facility have not been borrowed. Jupiter Funding paid an upfront fee and servicing agreement (togetherincurred other customary costs and expenses in connection with the other documents executed in connection therewith,JPM Credit Facility.
Wells Fargo Credit Facility

On January 24, 2024, as a result of the “MS Credit Facility”)consummation of the Mergers, the Company became party to a $300.0 million revolving credit facility with Morgan Stanley Assetthe Company, as collateral manager, Funding Inc.I, a wholly owned, consolidated special purpose financing subsidiary, as borrower, the lenders party thereto, Wells Fargo, as administrative agent, and U.S. Bank Trust Company, National Association, as collateral agent account bank and collateral custodian that(the “Wells Fargo Credit Facility”).
The Wells Fargo Credit Facility provides for borrowings of up to $100.0 million on a committed basis. Obligationsthrough August 25, 2026, and any amounts borrowed under the MSWells Fargo Credit Facility will mature on August 25, 2028. The Wells Fargo Credit Facility has an interest rate of daily simple SOFR (with a daily simple SOFR floor of zero), plus a spread of 2.75% per annum. Interest is payable quarterly in arrears. Funding I will be subject to a non-usage fee to the extent the commitments available under the Wells Fargo Credit Facility have not been borrowed. The non-usage fee per annum is 0.50% for the first 25% of the unused balance and increases to 2.00% for any remaining unused balance.
Funding I’s obligations under the Wells Fargo Credit Facility are secured by a first priority security interest in substantially all of the assets of FBCC Lending,Funding I, including its portfolio of investments and the Company’sFBCC’s equity interest in FBCC Lending.Funding I. The obligations of Funding I under the Wells Fargo Credit Facility are non-recourse to FBCC.
In connection with the Wells Fargo Credit Facility, FBCC Lendingand Funding I have made certain representations and warranties and are required to comply with various covenants and other customary requirements. The Wells Fargo Credit Facility contains customary default provisions pursuant to which the administrative agent and the lenders under the Wells Fargo Credit Facility may terminate FBCC in its capacity as collateral manager/portfolio manager under the Wells Fargo Credit Facility. Upon the occurrence of an event of default under the Wells Fargo Credit Facility, the administrative agent or the lenders may declare the outstanding advances and all other obligations under the Wells Fargo Credit Facility immediately due and payable.
FBLC JPM Credit Facility

On January 24, 2024, as a result of the consummation of the Mergers, the Company, through a wholly-owned, consolidated special purpose financing subsidiary, 57th Street, became party to a $400.0 million revolving credit facility with JPMorgan, and U.S. Bank Trust Company, National Association, as collateral agent, collateral administrator and securities intermediary (the “FBLC JPM Credit Facility”).
The FBLC JPM Credit Facility provides for borrowings through September 15, 2026, and any amounts borrowed under the FBLC JPM Credit Facility will mature on September 15, 2027. The FBLC JPM Credit Facility has an interest rate of SOFR plus 2.80% (subject to further increases consistent with the terms of the FBLC JPM Credit Facility), which is inclusive of an administrative agent fee. The FBLC JPM Credit Facility will be subject to a non-usage fee to be 0.75%, inclusive of an administrative agent fee. The non-usage fee of 0.75% (inclusive of an administrative agent fee) applies to the first 20% of the unused balance and increases to 3.00% for any remaining unused balance. FBCC and 57th Street are permitted to submit a commitment increase request to up to $800.0 million.

58
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
57th Street’s obligations under the FBLC JPM Credit Facility are secured by a first priority security interest in substantially all of the assets of 57th Street, including its portfolio of investments and FBCC’s equity interest in 57th Street. The obligations of 57th Street under the FBLC JPM Credit Facility are non-recourse to FBCC.
In connection with the FBLC JPM Credit Facility, FBCC and 57th Street have made certain representations and warranties and are required to comply with various covenants and other customary requirements. The FBLC JPM Credit Facility contains customary default provisions pursuant to which the administrative agent and the lenders under the FBLC JPM Credit Facility may terminate FBCC in its capacity as collateral manager/portfolio manager under the FBLC JPM Credit Facility. Upon the occurrence of an event of default under the FBLC JPM Credit Facility, the administrative agent or the lenders may declare the outstanding advances and all other obligations under the FBLC JPM Credit Facility immediately due and payable.
JPM Revolver Facility

On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to a $505.0 million revolving credit facility with JPMorgan, as administrative agent and as collateral agent, Sumitomo Mitsui Banking Corporation, and Wells Fargo Bank, National Association as syndication agents, as well as other Lender parties (the “JPM Revolver Facility”).
The JPM Revolver Facility provides for borrowings through December 8, 2027, and any amounts borrowed under the JPM Revolver Facility will mature on December 8, 2028. The JPM Revolver Facility is priced at three-month Term SOFR, plus a spread calculated based upon the composition of loans in the collateral pool, which will not exceed 1.98% per annum. Interest is payable quarterly in arrears. The Company will be subject to a non-usage fee of 0.38% to the extent the commitments available under the JPM Revolver Facility have not been borrowed.
In connection with the JPM Revolver Facility, FBCC has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolver Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Revolver Facility immediately due and payable.

2024 Notes

On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to a Purchase Agreement (the “2024 Notes Purchase Agreement”) with Sandler O’Neill & Partners, L.P (the “Initial Purchaser”) relating to the sale of $100.0 million aggregate principal amount of 4.85% fixed rate notes due 2024 (the “2024 Notes”) to the Initial Purchaser in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale by the Initial Purchaser to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act and to institutional accredited investors under Rule 501 (a)(1), (2), (3), or (7) under the Securities Act. The Company relied upon these exemptions from registration based in part on representations made by the Initial Purchaser. The 2024 Notes Purchase Agreement also includes customary representations, warranties, and covenants by the Company. Under the terms of the 2024 Notes Purchase Agreement, the Company has agreed to indemnify the Initial Purchaser against certain liabilities under the Securities Act. The 2024 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The net proceeds from the sale of the 2024 Notes were approximately $98.4 million, after deducting the Initial Purchaser’s discounts and commissions of approximately $1.2 million and estimated offering expenses of approximately $0.4 million, each payable by the Company. The Company used the net proceeds to repay outstanding indebtedness, to make investments in portfolio companies in accordance with its investment objectives, and for general corporate purposes. The 2024 Notes were issued pursuant to the Indenture dated as of December 19, 2017 (the “2017 Indenture”) between the Company and U.S. Bank Trust Company, National Association, and a Third Supplemental Indenture, dated as of December 5, 2019, between the Company and U.S. Bank Trust Company, National Association. The 2024 Notes will mature on December 15, 2024, unless repurchased or redeemed in accordance with their terms prior to such date. The 2024 Notes bear interest at a rate of 4.85% per year payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2020. The 2024 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2024 Notes. The 2024 Notes will rank equally in right of payment with all of the Company’s existing and future senior liabilities that are not so subordinated, effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such

59
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
indebtedness, and structurally junior to all existing and future indebtedness incurred by the Company’s subsidiaries, financing vehicles, or similar facilities, including credit facilities entered into by the Company’s wholly owned, special purpose financing subsidiaries. The 2017 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2024 Notes and U.S. Bank Trust Company, National Association if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the 2017 Indenture. In addition, if a change of control repurchase event, as defined in the 2017 Indenture, occurs prior to maturity, holders of the 2024 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2024 Notes at a repurchase price equal to 100% of the principal amount of the 2024 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

2026 Notes

On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to a Purchase Agreement (the “2026 Notes Purchase Agreement”) with the initial purchaser listed therein relating to the sale of $300.0 million aggregate principal amount of 3.25% fixed rate notes due 2026 (the “Restricted 2026 Notes”) to the Initial Purchaser in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale by the Initial Purchaser to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Company relied upon these exemptions from registration based in part on representations made by the Initial Purchaser. The 2026 Notes Purchase Agreement also includes customary representations, warranties, and covenants by the Company. Under the terms of the 2026 Notes Purchase Agreement, the Company has agreed to indemnify the Initial Purchaser against certain liabilities under the Securities Act. The Restricted 2026 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The net proceeds from the sale of the 2026 Notes were approximately $296.0 million, after deducting the Initial Purchaser’s discounts and commissions and estimated offering expenses. The Company used the net proceeds to repay outstanding indebtedness, to make investments in portfolio companies in accordance with its investment objectives, and for general corporate purposes. The Restricted 2026 Notes were issued pursuant to the Indenture dated as of March 29, 2021 (the “2021 Indenture”), between the Company and U.S. Bank Trust Company, National Association, and a Supplemental Indenture, dated as of March 29, 2021 (the “First Supplemental Indenture”), between the Company and U.S. Bank Trust Company, National Association. The 2026 Notes (as defined below) will mature on March 30, 2026, unless repurchased or redeemed in accordance with their terms prior to such date. The 2026 Notes bear interest at a rate of 3.25% per year payable semi-annually on March 30 and September 30 of each year, commencing on September 30, 2021. The 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2026 Notes. The 2026 Notes will rank equally in right of payment with all of the Company’s existing and future senior liabilities that are not so subordinated, effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and structurally junior to all existing and future indebtedness incurred by the Company’s subsidiaries, financing vehicles, or similar facilities, including credit facilities entered into by the Company’s wholly owned, special purpose financing subsidiaries. The 2021 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2026 Notes and U.S. Bank Trust Company, National Association if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the 2021 Indenture. In addition, if a change of control repurchase event, as defined in the 2021 Indenture, occurs prior to maturity, holders of the 2026 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2026 Notes at a repurchase price equal to 100% of the principal amount of the 2026 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. Pursuant to a Registration Statement on Form N-14 (File No. 333-257321), on September 22, 2021, holders of the Restricted 2026 Notes were offered the opportunity to exchange their Restricted 2026 Notes for new registered notes with substantially identical terms (the “Unrestricted 2026 Notes” and, together with the Restricted 2026 Notes, the “2026 Notes”), through which holders representing 99.88% of the outstanding principal of the then Restricted 2026 Notes obtained Unrestricted 2026 Notes.

60
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
The following table represents borrowings as of March 31, 2024:
Maturity DateTotal Aggregate Borrowing CapacityTotal Principal OutstandingLess Deferred Financing CostsAmount per Consolidated Statements of Assets and Liabilities
JPM Credit Facility10/4/2027$400,000 $304,000 $(1,944)$302,056 
Wells Fargo Credit Facility8/25/2028300,000 225,000 — 225,000 
FBLC JPM Credit Facility9/15/2027400,000 320,000 — 320,000 
JPM Revolver Facility12/8/2028505,000 232,190 — 232,190 
2024 Notes12/15/2024100,000 100,000 — 100,000 
2026 Notes3/30/2026300,000 300,000 — 300,000 
Total$2,005,000 $1,481,190 $(1,944)$1,479,246 
The following table represents borrowings as of December 31, 2023:
Maturity DateTotal Aggregate Borrowing CapacityTotal Principal OutstandingLess Deferred Financing CostsAmount per Consolidated Statements of Assets and Liabilities
JPM Credit Facility10/4/2027$400,000 $322,000 $(2,082)$319,918 
Total$400,000 $322,000 $(2,082)$319,918 

The weighted average annualized interest cost for all facility borrowings and unsecured notes for the three months ended March 31, 2024 and 2023 was 8.54% and 7.43%, respectively. The average daily debt outstanding for facility borrowings and unsecured notes for the three months ended March 31, 2024 and 2023 was $1.2 billion and $0.4 billion, respectively. The maximum debt outstanding for facility borrowings and unsecured notes for the three months ended March 31, 2024 and 2023 was $1.6 billion and $0.4 billion, respectively.

61
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Short-term Borrowings

From time to time, the Company finances the purchase of certain investments through repurchase agreements. In the repurchase agreements, the Company enters into a trade to sell an investment and contemporaneously enter into a trade to buy the same investment back on a specified date in the future with the same counterparty. Investments sold under repurchase agreements are accounted for as collateralized borrowings as the sale of the investment does not qualify for sale accounting under ASC Topic 860—Transfers and Servicing and remains as an investment on the consolidated statements of assets and liabilities. The Company uses repurchase agreements as a short-term financing alternative. As of March 31, 2024 and December 31, 2023, the Company had short-term borrowings outstanding of $0.0 and $0.0, respectively. For the three months ended March 31, 2024 and 2023, the Company recorded interest expense of$0.0and$0.5 million, respectively, in connection with short-term borrowings. For the three months ended March 31, 2024, the Company did not have short term borrowings. For the three months ended March 31, 2023, the Company had an average outstanding balance of short-term borrowings of $23.4 million and bore interest at a weighted average rate of 0.02%.
Secured Borrowings

On August 21, 2023, the Company entered into a total return swap (“TRS”) with Nomura. A TRS is a contract in which one party agrees to make periodic payments to another party based on the change in the market value of the assets underlying the TRS, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate. The Company pays interest to Nomura for each loan at a rate equal to three-month SOFR plus 3.60% per annum. Upon the termination or repayment of any loan under the TRS, the Company will either receive from Nomura the appreciation in the value of such loan or pay to Nomura any depreciation in the value of such loan. The scheduled termination date for the TRS is February 17, 2025. The Company may terminate the TRS prior to February 17, 2025 upon the occurrence of certain events but in certain circumstances may be required to pay certain termination fees.

As of March 31, 2024 and December 31, 2023, all total return swaps on the Nomura TRS were entered into contemporaneously with the Company’s sale of their reference assets. Due to the Company’s continuing involvement in these assets, these assets are not derecognized under ASC Topic 860 -- Transfers and Servicing, and are presented on the consolidated schedule of investments. Financing amounts related to these assets are presented as secured borrowings on the consolidated statement of assets and liabilities. Any margin paid to the counterparty under the terms of the TRS agreement is included in the “Due from broker” on the Company’s consolidated statements of assets and liabilities.

The TRS is subject to the SEC rule related to the use of derivatives, reverse repurchase agreements and certain other transactions by registered investment companies. The rule requires that the Company trade derivatives and other transactions that create future payment or delivery obligations subject to a value-at-risk leverage limit and certain derivatives risk management program and reporting requirements. Generally, these requirements apply unless the Company qualifies as a “limited derivatives user,” as defined in the rule, in which case certain exceptions to these conditions would apply. The Company may qualify as a limited derivatives user if it adopts and implements written policies and procedures reasonably designed to manage the Company's derivatives risk and the Company's derivatives exposure does not exceed 10 percent of the Company's net assets as calculated in accordance with the rule.

As of March 31, 2024 and December 31, 2023, the Company had secured borrowings outstanding of $30.8 million and $33.3 million, respectively. For the three months ended March 31, 2024 the Company recorded interest expense of $0.5 million in connection with secured borrowings. For the three months ended March 31, 2024, the Company had an average outstanding balance of secured borrowings of $32.4 million and bore interest at a weighted average rate of 6.67%.

62
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
The following table represents interest and debt fees for the three months ended March 31, 2024:
Three Months Ended March 31, 2024
Interest RateNon-Usage RateInterest Expense
Deferred Financing Costs (1)
Other Fees (2)
JPM Credit FacilityS + 2.75%0.75%$6,375 $138 $323 
Wells Fargo Credit Facility(3)(4)3,481 — 82 
FBLC JPM Credit Facility(5)(6)4,803 231 
JPM Revolver Facility(7)0.38%3,850 — 174 
2024 Notes4.85%n/a916 — — 
2026 Notes3.25%n/a1,889 — — 
Secured borrowingsS + 3.60%n/a538 131 — 
  Total$21,852 $269 $810 
(1) Amortization of deferred financing costs.
(2) Includes non-usage fees, custody fees, and administrative agent fees.
(3) From January 24, 2024 through March 31, 2024, the Wells Fargo Credit Facility had an interest rate of daily simple SOFR, with a daily simple SOFR floor of zero, plus a spread of 2.75% per annum.
(4) From January 24, 2024 through March 31, 2024, the non-usage fee per annum was 0.50% for the first 25% of the unused balance and increases to 2.00% for any remaining unused balance.
(5) From January 24, 2024 through March 31, 2024, the JPM Credit Facility had an interest rate of three-month Term SOFR, plus a spread of 2.80% per annum, inclusive of an administrative agent fee of 0.20%.
(6) From January 24, 2024 through March 31, 2024, the non-usage fee per annum was 0.75%, inclusive of an administrative fee of 0.20%.
(7) From January 24, 2024 through March 31, 2024, the interest rate was three-month Term SOFR, plus a spread calculated based upon the composition of the loans in the collateral pool, which will not exceed 1.98% per annum.

With respect to all of the FBLC borrowings assumed by the Company, interest expense was calculated and disclosed for the period from January 24, 2024 to March 31, 2024. No prior expense was disclosed on the FBLC facilities.

The following table represents interest and debt fees for the three months ended March 31, 2023:
Three Months Ended March 31, 2023
Interest RateNon-Usage RateInterest Expense
Deferred Financing Costs (1)
Other Fees (2)
MS Credit Facility(3)0.50%$6,409 $248 $353 
MS Subscription Facility(4)0.30%404 98 — 
Short-term borrowings464 — — 
Total$7,277 $346 $353 
(1) Amortization of deferred financing costs.
(2) Includes non-usage fees, custody fees and administrative agent fees.
(3) From January 1, 2022 through January 30, 2022, the MS Credit Facility are nonrecourse to the Company. Any amounts borrowed under the MS Credit Facility will mature, and will be due and payable, on the maturity date, which is March 15, 2025. Borrowings under the MS Credit Facility bearhad an interest rate priced at three-month LIBOR, with a LIBOR floor of zero, plus a spread of 2.25%. Interest is payable quarterly in arrears. FBCC Lending is subjectFrom January 31, 2022 through June 27, 2022 the MS Credit Facility transitioned the benchmark rate to a non-usage fee of 0.50% on the difference between total commitments and the greater of the (i) drawn amounts and (ii) minimum utilization requirement, and, in addition, after the ramp-up period, FBCC Lending would pay interest on undrawn amounts up to the minimum utilization requirementAdjusted Term SOFR. Borrowings under the MS Credit Facility bore interest at Adjusted Term SOFR, with an Adjusted Term SOFR floor of zero, plus a spread of 2.00%. From June 28, 2022 to March 31, 2023 MS Credit Facility had an interest rate priced at Term SOFR, plus a spread of 2.25%.
(4) From January 1, 2022 through April 19, 2022 the MS Subscription Facility bore interest at a rate of Adjusted LIBOR for the applicable interest period plus 2.00% per annum. From April 20, 2022 through March 29, 2023 bore interest at a rate of Term SOFR with a one-month Interest Period plus 2.10% per annum.
The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate fair value. The fair value of short-term financial instruments such as cash and cash equivalents, due to affiliates, accounts payable, short-term borrowings, and secured borrowings approximate their carrying value on the accompanying consolidated statements of assets and liabilities due to their short-term nature.

63
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
At March 31, 2024, the carrying amount of the Company's secured borrowings approximated their fair value. The fair values of the Company's debt obligations are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company's borrowings is estimated based upon market interest rates for the Company's own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if drawnany. As of March 31, 2024 and 2023, the Company's borrowings would be deemed to be Level 3, as defined in Note 3 - Fair Value of Financial Instruments.
The fair values of the Company’s remaining financial instruments that are not reported at fair value on the accompanying consolidated statements of assets and liabilities are reported below:
LevelCarrying Amount as of March 31, 2024Fair Value as of March 31, 2024
JPM Credit Facility3$304,000 $304,000 
Wells Fargo Credit Facility3225,000 225,000 
FBLC JPM Credit Facility3320,000 320,000 
JPM Revolver Facility3232,190 232,190 
2024 Notes3100,000 98,526 
2026 Notes3300,000 281,169 
  Total$1,481,190 $1,460,885 
LevelCarrying Amount as of December 31, 2023Fair Value as of December 31, 2023
JPM Credit Facility3$322,000 $322,000 
Total$322,000 $322,000 
Note 6 - Commitments and Contingencies
Commitments
In the ordinary course of business, the Company may enter into future funding commitments. As of March 31, 2024, the Company had unfunded commitments on delayed draw term loans of $179.1 million, and unfunded commitments on revolver term loans of $147.6 million. As of December 31, 2023, the Company had unfunded commitments on delayed draw term loans of $34.3 million, and unfunded commitments on revolver term loans of $42.2 million. The Company maintains sufficient cash on hand, unfunded Capital Commitments, and available borrowings to fund such unfunded commitments.
As of March 31, 2024, the Company's unfunded commitments consisted of the following:
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
ADCS Clinics Intermediate Holdings, LLCSenior Secured First Lien DebtRevolver$1,797 $1,309 
Alera Group Intermediate Holdings, Inc.Senior Secured First Lien DebtDelayed Draw4,968 4,720 
Arch Global Precision, LLCSenior Secured First Lien DebtRevolver1,008 441 
Arctic Holdco, LLCSenior Secured First Lien DebtRevolver4,574 1,715 
Armada Parent, Inc.Senior Secured First Lien DebtDelayed Draw6,505 3,277 
Armada Parent, Inc.Senior Secured First Lien DebtRevolver7,864 7,864 
Avalara, Inc.Senior Secured First Lien DebtRevolver6,020 6,020 
Azurite Intermediate Holdings, Inc.Senior Secured First Lien DebtDelayed Draw22,639 22,639 
Azurite Intermediate Holdings, Inc.Senior Secured First Lien DebtRevolver3,622 3,622 
Capstone LogisticsSenior Secured First Lien DebtRevolver1,804 1,804 
Center Phase Energy, LLCSenior Secured First Lien DebtRevolver6,593 6,439 

64
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
Communication Technology Intermediate, LLCSenior Secured First Lien DebtRevolver$3,361 $2,173 
Community Brands ParentCo, LLCSenior Secured First Lien DebtRevolver542 542 
Demakes Borrower, LLCSenior Secured First Lien DebtDelayed Draw5,043 5,043 
Dynagrid Holdings, LLCSenior Secured First Lien DebtRevolver2,262 2,262 
Eliassen Group, LLCSenior Secured First Lien DebtDelayed Draw4,372 3,004 
Faraday Buyer, LLCSenior Secured First Lien DebtDelayed Draw5,599 5,599 
FGT Purchaser, LLCSenior Secured First Lien DebtRevolver3,120 3,120 
Galway Borrower, LLCSenior Secured First Lien DebtDelayed Draw4,512 4,512 
Galway Borrower, LLCSenior Secured First Lien DebtRevolver3,324 2,787 
Geosyntec Consultants, Inc.Senior Secured First Lien DebtDelayed Draw18,408 9,205 
Geosyntec Consultants, Inc.Senior Secured First Lien DebtRevolver6,786 6,786 
Gogo Intermediate Holdings, LLCSenior Secured First Lien DebtRevolver1,505 1,505 
Hospice Care Buyer, Inc.Senior Secured First Lien DebtRevolver2,797 1,479 
ICR Operations, LLCSenior Secured First Lien DebtRevolver6,178 3,243 
ICR Operations, LLCSenior Secured First Lien DebtRevolver1,810 1,810 
Ideal Tridon Holdings, Inc.Senior Secured First Lien DebtRevolver2,868 2,868 
IG Investments Holdings, LLCSenior Secured First Lien DebtRevolver2,022 2,022 
Indigo Buyer, Inc.Senior Secured First Lien DebtRevolver5,166 2,066 
Integrated Efficiency Solutions, Inc.Senior Secured First Lien DebtRevolver600 390 
Integrated Global Services, Inc.Senior Secured First Lien DebtRevolver2,028 2,028 
IQN Holding Corp.Senior Secured First Lien DebtDelayed Draw1,993 1,993 
IQN Holding Corp.Senior Secured First Lien DebtRevolver1,520 1,520 
Knowledge Pro Buyer, Inc.Senior Secured First Lien DebtDelayed Draw23,471 17,856 
Knowledge Pro Buyer, Inc.Senior Secured First Lien DebtRevolver3,678 1,765 
Manna Pro Products, LLCSenior Secured First Lien DebtRevolver2,706 744 
Medical Management Resource Group, LLCSenior Secured First Lien DebtRevolver1,929 849 
Midwest Can Company, LLCSenior Secured First Lien DebtRevolver2,019 2,019 
Mirra-Primeaccess Holdings, LLCSenior Secured First Lien DebtRevolver11,256 2,814 
Norvax, LLCSenior Secured First Lien DebtRevolver1,152 1,152 
Odessa Technologies, Inc.Senior Secured First Lien DebtRevolver5,451 5,451 
ORG GC Holdings, LLCSenior Secured First Lien DebtDelayed Draw584 584 
PetVet Care Centers, LLCSenior Secured First Lien DebtDelayed Draw4,032 4,032 
PetVet Care Centers, LLCSenior Secured First Lien DebtRevolver4,032 4,032 
Pie Buyer, Inc.Senior Secured First Lien DebtDelayed Draw10,102 7,898 
Pie Buyer, Inc.Senior Secured First Lien DebtRevolver2,581 387 
Post Road Equipment Finance, LLCSubordinated DebtDelayed Draw35,000 15,000 
Post Road Equipment Finance, LLCSubordinated DebtDelayed Draw20,000 20,000 
Premiere Global Services, Inc.Senior Secured First Lien DebtRevolver1,042 73 
Questex, Inc.Senior Secured First Lien DebtRevolver2,584 2,584 
Reddy Ice Corp.Senior Secured First Lien DebtDelayed Draw8,924 3,274 
Reddy Ice Corp.Senior Secured First Lien DebtRevolver1,762 1,639 
Relativity Oda, LLCSenior Secured First Lien DebtRevolver660 660 
REP TEC Intermediate Holdings, Inc.Senior Secured First Lien DebtRevolver2,696 2,696 

65
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
RSC Acquisition, Inc.Senior Secured First Lien DebtDelayed Draw$5,074 $5,074 
Saturn SHC Buyer Holdings, Inc.Senior Secured First Lien DebtRevolver12,898 12,898 
SCIH Salt Holdings, Inc.Senior Secured First Lien DebtRevolver3,746 3,746 
Sherlock Buyer Corp.Senior Secured First Lien DebtRevolver1,865 1,865 
Simplifi Holdings, Inc.Senior Secured First Lien DebtRevolver5,502 4,608 
St. Croix Hospice Acquisition Corp.Senior Secured First Lien DebtRevolver2,256 2,256 
SunMed Group Holdings, LLCSenior Secured First Lien DebtRevolver860 860 
The NPD Group, LPSenior Secured First Lien DebtRevolver2,865 1,261 
Trinity Air Consultants Holdings Corp.Senior Secured First Lien DebtDelayed Draw13,399 5,949 
Trinity Air Consultants Holdings Corp.Senior Secured First Lien DebtRevolver2,850 2,850 
Triple Lift, Inc.Senior Secured First Lien DebtRevolver4,693 2,894 
US Oral Surgery Management Holdco, LLCSenior Secured First Lien DebtDelayed Draw9,138 7,798 
US Oral Surgery Management Holdco, LLCSenior Secured First Lien DebtRevolver1,694 1,694 
US Salt Investors, LLCSenior Secured First Lien DebtRevolver3,103 3,103 
Vensure Employer Services, Inc.Senior Secured First Lien DebtDelayed Draw13,126 9,350 
Victors CCC Buyer, LLCSenior Secured First Lien DebtDelayed Draw6,266 6,266 
Victors CCC Buyer, LLCSenior Secured First Lien DebtRevolver4,537 4,537 
West Coast Dental Services, Inc.Senior Secured First Lien DebtRevolver3,634 486 
Westwood Professional Services, Inc.Senior Secured First Lien DebtRevolver540 540 
WHCG Purchaser III, Inc.Senior Secured First Lien DebtRevolver6,045 15 
WIN Holdings III Corp.Senior Secured First Lien DebtRevolver6,356 4,767 
Zendesk, Inc.Senior Secured First Lien DebtDelayed Draw16,004 16,004 
Zendesk, Inc.Senior Secured First Lien DebtRevolver6,590 6,590 
$431,912 $326,727 
As of December 31, 2023, the Company's unfunded commitments consisted of the following:
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
ADCS Clinics Intermediate Holdings, LLCSenior Secured First Lien DebtRevolver$533 $533 
Alera Group Intermediate Holdings, Inc.Senior Secured First Lien DebtDelayed Draw1,637 1,637 
Alera Group Intermediate Holdings, Inc.Senior Secured First Lien DebtDelayed Draw5,745 740 
Armada Parent, Inc.Senior Secured First Lien DebtDelayed Draw2,024 1,019 
Armada Parent, Inc.Senior Secured First Lien DebtRevolver2,444 2,444 
Avalara, Inc.Senior Secured First Lien DebtRevolver1,990 1,990 
Center Phase Energy, LLCSenior Secured First Lien DebtRevolver6,593 6,593 
Communication Technology Intermediate, LLCSenior Secured First Lien DebtRevolver998 912 
Community Brands ParentCo, LLCSenior Secured First Lien DebtDelayed Draw1,085 1,085 
Community Brands ParentCo, LLCSenior Secured First Lien DebtRevolver542 542 

66
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
Demakes Borrower, LLCSenior Secured First Lien DebtDelayed Draw$1,323 $1,323 
Eliassen Group, LLCSenior Secured First Lien DebtDelayed Draw1,450 995 
Faraday Buyer, LLCSenior Secured First Lien DebtDelayed Draw1,851 1,851 
FGT Purchaser, LLCSenior Secured First Lien DebtRevolver976 634 
Galway Borrower, LLCSenior Secured First Lien DebtRevolver861 861 
Geosyntec Consultants, Inc.Senior Secured First Lien DebtDelayed Draw5,480 2,737 
Geosyntec Consultants, Inc.Senior Secured First Lien DebtRevolver2,017 2,017 
Gogo Intermediate Holdings, LLCSenior Secured First Lien DebtRevolver452 452 
IG Investments Holdings, LLCSenior Secured First Lien DebtRevolver632 632 
Indigo Buyer, Inc.Senior Secured First Lien DebtRevolver1,536 922 
IQN Holding Corp.Senior Secured First Lien DebtDelayed Draw660 660 
IQN Holding Corp.Senior Secured First Lien DebtRevolver503 503 
Knowledge Pro Buyer, Inc.Senior Secured First Lien DebtDelayed Draw7,323 6,281 
Knowledge Pro Buyer, Inc.Senior Secured First Lien DebtRevolver1,147 872 
Medical Management Resource Group, LLCSenior Secured First Lien DebtRevolver603 265 
Mirra-Primeaccess Holdings, LLCSenior Secured First Lien DebtRevolver3,429 2,572 
Odessa Technologies, Inc.Senior Secured First Lien DebtRevolver1,704 1,704 
PetVet Care Centers, LLCSenior Secured First Lien DebtDelayed Draw1,057 1,057 
PetVet Care Centers, LLCSenior Secured First Lien DebtRevolver1,057 1,057 
Pie Buyer, Inc.Senior Secured First Lien DebtDelayed Draw2,902 2,267 
Pie Buyer, Inc.Senior Secured First Lien DebtRevolver741 395 
Pluralsight, LLCSenior Secured First Lien DebtRevolver638 142 
Relativity Oda, LLCSenior Secured First Lien DebtRevolver196 196 
Saturn SHC Buyer Holdings, Inc.Senior Secured First Lien DebtRevolver4,012 4,012 
Sherlock Buyer Corp.Senior Secured First Lien DebtDelayed Draw1,454 1,454 
Sherlock Buyer Corp.Senior Secured First Lien DebtRevolver581 581 
Simplifi Holdings, Inc.Senior Secured First Lien DebtRevolver1,720 1,398 
SunMed Group Holdings, LLCSenior Secured First Lien DebtRevolver259 259 
The NPD Group, LPSenior Secured First Lien DebtRevolver943 773 
Trinity Air Consultants Holdings Corp.Senior Secured First Lien DebtDelayed Draw1,232 675 
Trinity Air Consultants Holdings Corp.Senior Secured First Lien DebtRevolver857 857 
Triple Lift, Inc.Senior Secured First Lien DebtRevolver1,393 859 
US Oral Surgery Management Holdco, LLCSenior Secured First Lien DebtRevolver527 527 
US Salt Investors, LLCSenior Secured First Lien DebtRevolver934 934 
Vensure Employer Services, Inc.Senior Secured First Lien DebtDelayed Draw3,771 3,311 
Victors CCC Buyer, LLCSenior Secured First Lien DebtDelayed Draw1,875 1,875 
Victors CCC Buyer, LLCSenior Secured First Lien DebtRevolver1,358 1,358 
West Coast Dental Services, Inc.Senior Secured First Lien DebtRevolver1,087 145 
Westwood Professional Services, Inc.Senior Secured First Lien DebtRevolver162 162 
WHCG Purchaser III, Inc.Senior Secured First Lien DebtRevolver1,821 5 
WIN Holdings III Corp.Senior Secured First Lien DebtRevolver1,908 1,908 

67
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
Zendesk, Inc.Senior Secured First Lien DebtDelayed Draw$5,304 $5,304 
Zendesk, Inc.Senior Secured First Lien DebtRevolver2,184 2,184 
$95,511 $76,471 
Litigation and Regulatory Matters
In the ordinary course of business, the Company may become subject to litigation, claims, and regulatory matters. The Company has no knowledge of material legal or regulatory proceedings pending or known to be contemplated against the Company at this time.
Indemnifications
In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that may result in the execution of these provisions against the Company. Based on its history and experience, management feels that the likelihood of such events are remote.
Note 7 - Economic Dependency
Under various agreements, the Company has engaged or will engage the Adviser and its affiliates to provide certain services that are essential to the Company, including asset management services, asset acquisition and disposition decisions, the sale of shares of the Company’s common stock available for issuance, as well as other administrative responsibilities for the Company including accounting services and investor relations.
As a result of these relationships, the Company is dependent upon the Adviser and its affiliates. In the event that these companies were unable to provide the Company with the respective services, the Company would be required to find alternative providers of these services.
Note 8 - Capital
Investor Commitments
The following table summarizes the total capital commitments and unfunded capital commitments of Common Stock and Series A Preferred Stock as of March 31, 2024 and as of December 31, 2023, excluding the impact of net assets acquired as a result of the Mergers:
As of March 31, 2024As of December 31, 2023
Capital CommitmentsUnfunded Capital CommitmentsCapital CommitmentsUnfunded Capital Commitments
Common Stock$375,461 $900 $375,461 $900 
Series A Preferred Stock77,500 — 77,500 — 
Total$452,961 $900 $452,961 $900 
Capital Drawdowns
For the three months ended March 31, 2024, there were no capital drawdowns of Common Stock. Refer to Note 17 - Merger with FBLC for shares of Common Stock issued in connection with the Mergers.



68
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
The following tables summarizes the total shares issued and proceeds related to capital drawdowns of Common Stock for the year ended December 31, 2023:
Share Issue DateShares IssuedNet Proceeds Received
For the year ended December 31, 2023
March 27, 2023532,871 $8,073 
July 31, 2023111,905 1,645 
Total Capital Drawdowns644,776 $9,718 
The issuances of Common Stock described above were exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from investors in the relevant Subscription Agreements that each investor is an "accredited investor," as defined in Regulation D under the Securities Act.
For the three months ended March 31, 2024, there were no capital drawdowns of Series A Preferred Stock.
The following table summarizes the total shares issued and proceeds, net of offering costs related to capital drawdowns of Series A Preferred Stock for the year ended December 31, 2023:
Share Issue DateShares IssuedNet Proceeds Received
For the year ended December 31, 2023
March 27, 202341,353 $41,291 
Total Capital Drawdowns41,353 $41,291 

69
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Note 9 - Common Stock
The following table reflects the net assets attributable to Common Stock activity for the three months ended March 31, 2024:
Common stock - sharesCommon stock - parAdditional paid in capitalTotal distributable earnings (loss)Total net assets attributable to common stock
Balance as of December 31, 202326,080,389 $26 $400,332 $(12,239)$388,119 
Net investment income (loss)— — — 49,737 49,737 
Net realized gain (loss) from investment transactions— — — 1,283 1,283 
Net change in unrealized appreciation (depreciation) on investments— — — (24,800)(24,800)
Accretion to redemption value of Series A redeemable convertible preferred stock— — — (5)(5)
Accrual of Series A redeemable convertible preferred stock distributions— — — (2,197)(2,197)
Distributions to common stockholders— — — (11,182)(11,182)
Issuance of shares in connection with the Mergers110,033,324 110 1,594,151 — 1,594,261 
Reinvested dividends221,360 03,342 — 3,342 
Balance as of March 31, 2024136,335,073 $136 $1,997,825 $597 $1,998,558 
The following table reflects the net assets attributable to Common Stock activity for the three months ended March 31, 2023:
Common stock - sharesCommon stock - parAdditional paid in capitalTotal distributable earnings (loss)Total net assets attributable to common stock
Balance as of December 31, 202224,609,132 $25 $375,557 $(3,161)$372,421 
Net investment income (loss)— — — 12,061 12,061 
Net realized gain (loss) from investment transactions— — — (161)(161)
Net change in unrealized appreciation (depreciation) on investments— — — (1,261)(1,261)
Accretion to redemption value of Series A redeemable convertible preferred stock— — — (3)(3)
Accrual of Series A redeemable convertible preferred stock distributions— — — (1,023)(1,023)
Distributions to common stockholders— — — (10,584)(10,584)
Issuance of common stock, net of issuance costs532,871 1 8,072 — 8,073 
Reinvested dividends197,903 — 2,994 — 2,994 
Balance as of March 31, 202325,339,906 $26 $386,623 $(4,132)$382,517 







70
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
The Company has adopted a distribution reinvestment plan (the “DRIP”) pursuant to which all cash dividends or distributions (“Distributions”) declared by the Board of Directors are reinvested on behalf of investors who do not elect to receive their Distributions in cash (the “Participants”). As a result, if the Board of Directors declares a Distribution, then stockholders who have not elected to “opt out” of the DRIP will have their Distributions automatically reinvested in additional shares of the Company's Common Stock at a price equal to net asset value (“NAV”) per share as estimated in good faith by the Company on the payment date. The timing and amount of Distributions to stockholders are subject to applicable legal restrictions and the sole discretion of the Board of Directors.
The following table reflects the Common Stock activity for the three months ended March 31, 2024:
SharesValue
Shares Sold110,033,324 $1,594,261 
Shares Issued through DRIP221,360 3,342 
110,254,684 $1,597,603 
The following table reflects the Common Stock activity for the year ended December 31, 2023:
SharesValue
Shares Sold642,732 $9,686 
Shares Issued through DRIP828,525 12,439 
1,471,257 $22,125 
Note 10 – Preferred Stock
On August 25, 2021, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation for the Series A Preferred Stock, which designates a total of 50.0 million shares of preferred stock as Series A Preferred Stock, par value $0.001 per share. On the same day, the Company entered into subscription agreements (collectively, the “Preferred Subscription Agreements”) with certain investors, pursuant to which the investors made new capital commitments (the “Preferred Capital Commitments”) to purchase shares of the Company’s Series A Preferred Stock. As of March 31, 2024, the Company has received total Preferred Capital Commitments of $77.5 million. Pursuant to their respective Preferred Subscription Agreements, each investor is required to fund drawdowns to purchase shares of the Series A Preferred Stock up to the amount of their respective capital commitments on an as-needed basis, upon a minimum of 10 business days prior notice at a per-share price equal to the liquidation preference (the “Liquidation Preference”). The sale and issuance of shares of Series A Preferred Stock is exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company shall rely, in part, upon representations from the Investors in the relevant Preferred Subscription Agreements that each Investor is an “accredited investor,” as defined in Regulation D under the Securities Act.
As of March 31, 2024, there were 50.0 million shares of preferred stock authorized, par value $0.001 per share, of which 77,500 shares of Series A Preferred Stock were issued and outstanding. As of December 31, 2023, there were 50.0 million shares of preferred stock authorized, par value $0.001 per share, of which 77,500 shares of Series A Preferred Stock were issued and outstanding. No shares outstanding of Series A Preferred Stock are redeemable before December 31, 2026.
Each holder of Series A Preferred Stock is entitled to a Liquidation Preference of $1,000.00 per share plus all dividends accrued and unpaid thereon. With respect to distributions, including the payment of dividends and distribution of the Company’s assets upon liquidation, dissolution, or winding-up, whether voluntary or involuntary, the Series A Preferred Stock will be senior to shares of Common Stock, will rank on parity with any other class or series of preferred stock that the Company is authorized to issue pursuant to its certificate of incorporation, whether such class or series is now existing or is created in the future, to the extent of the aggregate Liquidation Preference, which amount includes all accrued but unpaid dividends and will be subordinate to the rights of holders of our senior indebtedness.



71
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Dividends are payable on each outstanding share of Series A Preferred Stock quarterly in arrears at a rate equal to (1) for each fiscal quarter ending on or before September 30, 2022 (the “Initial Dividend Period”), the dividends that would have been paid in respect of each share of Series A Preferred Stock if it had been converted into a share of the Company’s Common Stock, on the first day of such quarter (or the date of issuance in the case of shares of Series A Preferred Stock issued after the first day of such quarter) at the applicable Conversion Rate (as defined below) and (2) for each quarter after the Initial Dividend Period, the greater of (i) an amount equal to $10.00 per share, subject to proration if such share is not outstanding for the full quarter, and (ii) the dividends that would have been paid in respect of such share of Series A Preferred Stock if it had been converted into a share of Common Stock on the first day of such quarter (or the date of issuance in the case of shares of Series A Preferred Stock issued after the first day of such quarter) at the applicable Conversion Rate.
The Series A Preferred Stock is convertible (a) by the Company, in its sole discretion, at any time commencing on the closing date of a liquidity event, as defined by the Confidential Private Placement Memorandum of Franklin BSP Capital Corporation, dated September 2020, or (b) by the holders thereof at any time commencing six months following the closing date of a liquidity event, in each case, into the number of shares of Common Stock equal to (1) the Liquidation Preference divided by (2) the price paid by investors for shares of Common Stock at the time of the purchase of such share of Series A Preferred Stock or if the purchase of such share of Series A Preferred Stock did not occur concurrent with a sale of Common Stock by the Company at the net asset value per share of Common Stock determined within 48 hours (excluding Sundays and holidays) of the purchase of such share of Series A Preferred Stock (the “Conversion Rate”). The Company has the right to redeem the Series A Preferred Stock at any time, and from time to time, on or after August 23, 2029 upon 90 days prior notice to holders of Series A Preferred Stock. As of March 31, 2024 and December 31, 2023, a liquidity event had not commenced.
The holders of the Preferred Stock are generally entitled to vote with the holders of the shares of Common Stock on all matters submitted for a vote to the common stockholders (voting together with the holders of shares of Common Stock as one class) on an as-converted basis, subject to certain limitations.
The following table presents the activity in the Company’s Series A Preferred Stock for the three months ended March 31, 2024:
Series A Preferred StockSharesAmount
Beginning Balance, December 31, 202377,500 $77,398 
Amortization of offering costs— 5 
Ending Balance, March 31, 202477,500 $77,403 
The following table presents the activity in the Company’s Series A Preferred Stock for the three months ended March 31, 2023:
Series A Preferred StockSharesAmount
Beginning Balance, December 31, 202236,147 $36,093 
Issuance of Preferred Stock41,353 41,353 
Offering costs— (65)
Amortization of offering costs— 3
Ending Balance, March 31, 202377,500 $77,384 
Note 11 - Share Repurchase Program

The Company intends to conduct annual tender offers pursuant to its share repurchase program (“SRP”). The Company’s Board of Directors considers the following factors in making its determination regarding whether to cause the Company to offer to repurchase shares and under what terms:

• the effect of such repurchases on the Company's qualification as a RIC (including the consequences of any necessary asset sales);
• the liquidity of the Company's assets (including fees and costs associated with disposing of assets);
• the Company's investment plans and working capital requirements;

72
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
• the relative economies of scale with respect to the Company's size;
• the Company's history in repurchasing shares or portions thereof;
• the condition of the securities markets.
The Company intends to continue to limit the number of shares to be repurchased in any calendar year to the lesser of (i) 10% of the weighted average number of shares outstanding in the prior calendar year or (ii) the number of shares of common stock the Company is able to repurchase with the proceeds received from the sale of shares of common stock under the DRIP during the relevant redemption period. In addition, in the event of a stockholder’s death or disability, the Company may, in its sole discretion, accept up to the full amount tendered by such stockholder of the current net asset value per share. Any repurchases of shares made in connection with a stockholder’s death or disability may be included within the overall limitation imposed on tender offers during the relevant redemption period, which provides that the Company may limit the number of shares to be repurchased during any redemption period to the number of shares of common stock the Company is able to repurchase with the proceeds received from the sale of shares of common stock under the DRIP during such redemption period.

Note 12 - Earnings Per Share
Basic and diluted earnings per share (“EPS”) are computed using the two-class method, which considers participating securities as a separate class of shares. The two-class method is an earnings allocation formula that determines EPS for common stock according to dividends distributed and participation rights in undistributed earnings. The Company’s participating securities consist of its Series A Preferred Stock. Basic earnings per share is computed by dividing earnings available to common stockholders, adjusted to exclude earnings allocated to participating securities, by the weighted average number of shares outstanding during the period. Other potentially dilutive shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. The following information sets forth the computation of the weighted average basic and diluted net increase in net assets per share resulting from operations for the three months ended March 31, 2024 and 2023.
For the three months ended March 31,
Numerator20242023
Net increase (decrease) in net assets resulting from operations$26,220 $10,639 
Less: cumulative preferred stock dividends(1,686)(2,197)
Less: changes in carrying value of redeemable securities(5)(3)
Numerator for EPS - income available to common stockholders$24,529 $8,439 
Denominator
Weighted average common shares outstanding101,246,978 24,648,293 
Basic and diluted earnings per share$0.24 $0.34 


73
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)

Note 13 — Distributions

The following table reflects the distributions declared on shares of the Company’s Common Stock during the three months ended March 31, 2024:

Date DeclaredRecord DatePayment DateAmount Per Share
For the Three Months Ended March 31, 2024
January 9, 2024January 10, 2024January 11, 2024$0.43

The following table reflects the distributions declared on shares of the Company’s Common Stock during the three months ended March 31, 2023:

Date DeclaredRecord DatePayment DateAmount Per Share
For the Three Months Ended March 31, 2023
February 24, 2023February 24, 2023March 24, 2023$0.43


The following table reflects the distributions declared on shares of the Company’s Series A Preferred Stock during the three months ended March 31, 2024:

Date DeclaredRecord DatePayment DateAmount Per Share
For the Three Months Ended March 31, 2024
January 9, 2024January 10, 2024January 11, 2024$28.35

The following table reflects the distributions declared on shares of the Company’s Series A Preferred Stock during the three months ended March 31, 2023:

Date DeclaredRecord DatePayment DateAmount Per Share
For the Three Months Ended March 31, 2023
February 24, 2023February 24, 2023March 24, 2023$28.31


74
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)

Note 14 — Income Tax Information and Distributions to Stockholders
The Company has elected to be treated for federal income tax purposes as a RIC under the Code. Generally, a RIC is exempt from federal income taxes if it meets, certain quarterly asset diversification requirements, annual income tests, and distributes to stockholders its ‘‘investment company taxable income,’’ as defined in the Code, each taxable year. Distributions declared prior to the filing of the previous year's tax return and paid up to one year after the previous tax year can be carried back to the prior tax year for determining the distributions paid in such tax year. The Company intends to make sufficient distributions to maintain its RIC status each year. The Company may also be subject to federal excise taxes of 4%.
A RIC is limited in its ability to deduct expenses in excess of its “investment company taxable income” (which is, generally, ordinary income plus net realized short-term capital gains in excess of net realized long-term capital losses). If the Company's expenses in a given taxable year exceed gross taxable income (e.g., as the result of large amounts of equity-based compensation), it would incur a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent taxable years and such net operating losses do not pass through to the RIC’s stockholders. In addition, deductible expenses can be used only to offset investment company taxable income, not net capital gain. A RIC may not use any net capital losses (that is, realized capital losses in excess of realized capital gains) to offset the RIC’s investment company taxable income, but may carry forward such net capital losses, and use them to offset capital gains indefinitely. Due to these limits on the deductibility of expenses and net capital losses, the Company may for tax purposes have aggregate taxable income for several taxable years that it is required to distribute and that is taxable to stockholders even if such taxable income is greater than the aggregate net income the Company actually earned during those taxable years. Such required distributions may be made from the Company cash assets or by liquidation of investments, if necessary. The Company may realize gains or losses from such liquidations. In the event the Company realizes net capital gains from such transactions, the Company may make a larger capital gain distribution than it would have made in the absence of such transactions.
Depending on the level of taxable income earned in a tax year, for excise tax purposes the Company may choose to carry forward taxable income in excess of current year distributions into the next tax year and incur a 4% U.S. federal excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned.

The Company did not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740-10-25, Income Taxes (“ASC Topic 740”), nor did the Company have any unrecognized tax benefits as of the periods presented herein. The Company’s current tax year, 2023, 2022, and 2021 federal and state tax returns remain subject to examination by the Internal Revenue Service and state departments of revenue.

As of March 31, 2024, the Company’s domestic subsidiaries are expected to have net operating losses and unrealized gains. As a result, the Company has deferred tax assets of $16.9 million and deferred tax liabilities of $(30.8) million. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The Company has concluded future reversal of existing temporary differences is sufficient to support a conclusion that a valuation allowance is not necessary as of March 31, 2024. As a result, no valuation allowance was recorded for the deferred tax assets as of March 31, 2024.

As of December 31, 2023, the Company’s domestic subsidiary had a net operating loss and unrealized gain. As a result, the Company had a deferred tax asset of $6.0 million and a deferred tax liability of $(7.6) million. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The future realization of the tax benefits of existing deductible temporary differences or carryforwards ultimately depend on the existence of sufficient taxable income in the carryback (if permitted under the tax law) and carryforward periods. The Company has concluded future reversal of existing taxable temporary differences is sufficient to support a conclusion that a valuation allowance is not necessary as of December 31, 2023. As a result, no valuation allowance was recorded for the deferred tax assets as of December 31, 2023.

The deferred tax asset valuation allowance, if applicable, has been determined pursuant to the provisions of ASC Topic 740, including the Company's estimation of future taxable income, if necessary, and is adequate to reduce the total deferred tax asset to an amount that will more likely than not be realized.


75
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)

Note 15 - Financial Highlights
The following is a schedule of financial highlights for the three months ended March 31, 2024 and 2023:
For the three months ended March 31,
20242023
Per share data:
Net asset value attributable to common stock, beginning of period$14.88 $15.13 
Results of operations (1)
Net investment income (loss)0.49 0.49 
Net realized and unrealized gain (loss) on investments, net of change in deferred taxes(0.23)(0.06)
Net increase (decrease) in net assets resulting from operations attributable to common stockholders and participating securities0.26 0.43 
Accretion to redemption value of Series A redeemable convertible preferred stock (1)(9)
— — 
Accrual of Series A redeemable convertible preferred stock distributions (1)
(0.02)(0.04)
Net increase (decrease) in net assets resulting from operations attributable to common stockholders0.24 0.39 
Stockholder distributions (2)
Common stockholder distributions from net investment income(0.43)(0.43)
Net decrease in net assets resulting from stockholder distributions(0.43)(0.43)
Other (3)
(0.03)0.01 
Net asset value attributable to common stock, end of period$14.66 $15.10 
Common shares outstanding at end of period136,335,073 25,339,906 
Total return (4)
1.31 %2.61 %
Ratio/Supplemental data attributable to common stock:
Total net assets attributable to common stock, end of period$1,998,558 $382,517 
Ratio of net investment income to average net assets attributable to common stock (5)
18.90 %12.96 %
Ratio of total expenses to average net assets attributable to common stock (5)(6)
13.55 %11.61 %
Ratio of total net expenses to average net assets attributable to common stock (5)(7)
13.55 %11.13 %
Portfolio turnover rate (8)
3.17 %1.70 %

(1) The per share data was derived by using the weighted average common shares outstanding during the period.
(2) The per share data for distributions reflects the actual amount of distributions declared per share during the period.
(3) Represents the impact of calculating certain per share amounts based on weighted average common shares outstanding during
the period and certain per share amounts based on common shares outstanding as of period end.
(4) Total return is calculated assuming a purchase of shares of Common Stock at the current net asset value attributable to Common Stock on the first day and a sale at the current net asset value attributable to Common Stock on the last day of the periods reported. Common Stock distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the DRIP. Total return is not annualized.
(5) Ratios are annualized, except for incentive fees and waivers.
(6) Ratio of total expenses to average net assets attributable to common stock is calculated using total operating expenses, including income tax expense, over average net assets attributable to common stock.

76
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
(7) Ratio of net expenses to average net assets attributable to common stock is calculated using total operating expenses, including income tax expense, less applicable waivers over average net assets attributable to common stock.
(8) Portfolio turnover rate is calculated using the lesser of year-to-date purchases or sales over the average of the invested assets at fair value.
(9) Rounds to less than $0.01 per share.
Note 16 - Schedules of Investments and Advances to Affiliates
The following table presents the Schedule of Investments and Advances to Affiliates for the three months ended March 31, 2024:
Portfolio Company (1)
Type of AssetAmount of dividends and interest included in incomeBeginning Fair Value at December 31, 2023Gross additions*Gross reductions**Realized Gain/(Loss)
Change in Unrealized Gain (Loss) (7)
Fair Value at March 31, 2024
Control Investments
CRS-SPV, Inc. (2) (5)(6)
Senior Secured First Lien Debt$— $— $45 $(45)$— $— $— 
Danish CRJ, Ltd. (2) (3) (6)
Equity/Other Investments— — — — — — — 
FBLC Senior Loan Fund, LLC (2)(4)(6)
Joint Venture6,843 — 304,934 501 — (501)304,934 
Kahala Ireland OpCo Designated Activity Company (2) (3) (6)
Equity/Other Investments— — — — — — — 
Kahala Ireland OpCo Designated Activity Company (2) (3) (6)(8)
Equity/Other Investments— — 537 1 — 14 552 
Kahala US OpCo, LLC (2) (3) (6)
Equity/Other Investments— — — — — — — 
Lakeview Health Holdings, Inc. (2) (5)(6)
Senior Secured First Lien Debt19 — 714 (714)— — — 
Lakeview Health Holdings, Inc. (2) (5)(6)
Senior Secured First Lien Debt4 — 227 (227)— — — 
MGTF Holdco, LLC (2) (3) (6)
Equity/Other Investments— — — — — — — 
MGTF Radio Company, LLC (2) (6)
Senior Secured First Lien Debt8,790 — 45,326 (313)3 (7,791)37,225 
Post Road Equipment Finance, LLC (2) (6)
Subordinated Debt782 11,000 24,000 (14,961)— (39)20,000 
Post Road Equipment Finance, LLC (2) (6)
Subordinated Debt33 — 4,000 (3,993)— (7)— 
Post Road Equipment Finance, LLC (2) (6)
Subordinated Debt1,788 24,500 38,123 63 — (86)62,600 
Post Road Equipment Finance, LLC (2) (6)
Equity/Other Investments2,468 32,600 86,699 142 — (208)119,233 
Siena Capital Finance, LLC (2) (6)
Subordinated Debt1,321 — 59,500 (4,902)(8)(90)54,500 
Siena Capital Finance, LLC (2) (6)
Equity/Other Investments2,762 — 77,310 127 — (127)77,310 
WPNT, LLC (2) (3) (6)
Equity/Other Investments— — — — — — — 
Total Control Investments$24,810 $68,100 $641,415 $(24,321)$(5)$(8,835)$676,354 
Affiliate Investments
CRS-SPV, Inc. (3) (6)
Equity/Other Investments$— $— $1,559 $3 $— $(3)$1,559 
First Eagle Greenway Fund II, LLC (3)
Equity/Other Investments— — 374 1 — (37)338 
Integrated Efficiency Solutions, Inc. (3) (6)
Equity/Other Investments— — — — — — — 
Integrated Efficiency Solutions, Inc. (3) (6)
Equity/Other Investments— — — — — — — 
Integrated Efficiency Solutions, Inc. (6)
Senior Secured First Lien Debt1 — 210 — — — 210 
Integrated Efficiency Solutions, Inc. (6)
Senior Secured First Lien Debt20 — 1,407 (1)— (2)1,404 

77
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Portfolio Company (1)
Type of AssetAmount of dividends and interest included in incomeBeginning Fair Value at December 31, 2023Gross additions*Gross reductions**Realized Gain/(Loss)
Change in Unrealized Gain (Loss) (7)
Fair Value at March 31, 2024
Integrated Efficiency Solutions, Inc. (6)
Senior Secured Second Lien Debt$67 $— $879 $1 $— $(59)$821 
Lakeview Health Holdings, Inc. (6)
Senior Secured First Lien Debt1 — 97 — — — 97 
Lakeview Health Holdings, Inc. (6)
Senior Secured First Lien Debt— — 1,112 — — (2)1,110 
Lakeview Health Holdings, Inc. (6)
Senior Secured First Lien Debt— — 619 1 — 19 639 
Lakeview Health Holdings, Inc. (3) (6)
Equity/Other Investments— — — — — — — 
NewStar Arlington Senior Loan Program, LLC 14-1A FR (6)
Collateralized Securities159 — 4,177 — — 60 4,237 
NewStar Arlington Senior Loan Program, LLC 14-1A SUB (6)
Collateralized Securities236 — 5,473 (710)— (702)4,061 
Newstar Fairfield Fund CLO, Ltd. 2015-1RA F (6)
Collateralized Securities879 — 9,202 — — (1,969)7,233 
Newstar Fairfield Fund CLO, Ltd. 2015-1RA SUB (6)
Collateralized Securities— — — — — — — 
ORG GC Holdings, LLC (6)
Senior Secured Second Lien Debt177 — 4,851 8 — (28)4,831 
ORG GC Holdings, LLC (6)
Senior Secured First Lien Debt235 — 10,111 17 — (17)10,111 
ORG GC Holdings, LLC (6)
Senior Secured First Lien Debt1 — — — — — — 
ORG GC Holdings, LLC (3) (6)
Equity/Other Investments— — — — — — — 
ORG GC Holdings, LLC (3) (6)
Equity/Other Investments— — — — — — — 
PennantPark Credit Opportunities Fund II, LP (3)
Equity/Other Investments— — 960 2 — (61)901 
Tax Defense Network, LLC (6)
Senior Secured First Lien Debt— — 925 2 — (123)804 
Tax Defense Network, LLC (6)
Senior Secured First Lien Debt— — 164 — — (21)143 
Tax Defense Network, LLC (6)
Senior Secured First Lien Debt— — 4,734 7 — 136 4,877 
Tax Defense Network, LLC (3) (6)
Equity/Other Investments— — — — — — — 
Tax Defense Network, LLC (3) (6)
Equity/Other Investments— — — — — — — 
Tennenbaum Waterman Fund, LP (3)
Equity/Other Investments— — 8,754 14 — (1)8,767 
 Total Affiliate Investments$1,776 $— $55,608 $(655)$— $(2,810)$52,143 
Total Control & Affiliate Investments$26,586 $68,100 $697,023 $(24,976)$(5)$(11,645)$728,497 
—–—–—–—–—–
*    Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company into this category from a different category. Includes investments acquired in connection with the Mergers.
**    Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company out of this category into a different category.
(1)The principal amount and ownership detail are shown in the Consolidated Schedules of Investments.
(2)This investment was not deemed significant under Regulation S-X as of March 31, 2024.
(3)Investment is non-income producing at March 31, 2024.

78
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
(4)The Company and CCLF are the members of SLF, a joint venture formed as a Delaware limited liability company that is not consolidated by either member for financial reporting purposes. The members make investments in SLF in the form of LLC equity interests as SLF makes investments, and all portfolio and other material decisions regarding SLF must be submitted to SLF’s board of directors which is comprised of an equal number of members appointed by each the Company and CCLF. Because management of SLF is shared equally between us and CCLF, we do not believe we control SLF for purposes of the 1940 Act or otherwise.
(5)Investment no longer held as of March 31, 2024.
(6)The fair value of investments with respect to securities for which market quotations are not readily available is determined in good faith by the Company's Board of Directors as required by the 1940 Act. Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).
(7)Gross of net change in deferred taxes in the amount of (0.3) million.
(8)See Note 3 - Fair Value of Financial Instruments and the relevant portfolio company audited financial statements for additional disclosure

Dividends and interest for the three months ended March 31, 2024 attributable to Controlled and Affiliated investments no longer held as of March 31, 2024 were $23.4 thousand.
Realized gain (loss) for the three months ended March 31, 2024 attributable to Controlled and Affiliated investments no longer held as of March 31, 2024 was $(0.1) thousand.
Change in unrealized gain (loss) for the three months ended March 31, 2024 attributable to Controlled and Affiliated investments no longer held as of March 31, 2024 was $0.0 thousand.

The following table presents the Schedule of Investments and Advances to Affiliates for the year ended December 31, 2023:
Portfolio Company (1)
Type of AssetAmount of dividends and interest included in incomeBeginning Fair Value at December 31, 2022Gross additions*Gross reductions**Realized Gain/(Loss)Change in Unrealized GainFair Value at December 31, 2023
Control Investments
Post Road Equipment Finance, LLC (2)
Equity/Other$2,700 $30,742 $1,883 $— $— $(25)$32,600 
Post Road Equipment Finance, LLC (2)
Subordinated Debt1,237 6,914 5,029 (987)— 44 11,000 
Post Road Equipment Finance, LLC (2)
Subordinated Debt3,205 24,500 11 — — (11)24,500 
Total Control Investments$7,142 $62,156 $6,923 $(987)$— $8 $68,100 
—–—–—–—–—–
* Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company into this category from a different category.
** Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company out of this category into a different category.
(1) The principal/share amount and ownership detail are shown in the consolidated schedules of investments.
(2) The fair value of investments with respect to securities for which market quotations are not readily available is determined in good faith by the Company's Board of Directors as required by the 1940 Act. Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).


79
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Note 17 - Merger with FBLC

On January 24, 2024, the Company completed its previously announced acquisition of FBLC. Pursuant to the Merger Agreement, Merger Sub was first merged with and into FBLC, with FBLC continuing as the surviving company, and, immediately following the Merger, FBLC was then merged with and into the Company, with the Company continuing as the surviving company. In accordance with the terms of the Merger Agreement, at the effective time, each outstanding share of FBLC's common stock was converted into the right to receive 0.4647 shares of the Company's common stock. As a result of the Mergers, the Company issued an aggregate of 110.0 million shares of its common stock to FBLC stockholders.

    The Merger was accounted for as an asset acquisition of FBLC by the Company in accordance with the asset acquisition method of accounting as detailed in ASC 805, Business Combinations, with the fair value of total consideration paid, including transaction costs, in conjunction with the Mergers allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Mergers. Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition was allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying” assets (for example cash) and does not give rise to goodwill. As a result, the purchase price premium was allocated to the cost basis of the FBLC investments acquired by the Company on a pro-rata basis based on their relative fair values as of the effective time of the Merger. The Company will be the accounting survivor of the Mergers. The purchase premium allocated to the debt investments acquired will amortize over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized depreciation on such minimum utilization requirement.investment acquired through its ultimate disposition. The purchase premium allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation on disposition of such equity investments acquired. The Merger constitutes an integrated plan of the type contemplated in Internal Revenue Service Revenue Ruling 2001-46 and will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. The Company has carried forward the historical cost basis of FBLC investments for tax purposes. As a result of the Merger, the Company is subject to an annual limit on its use of some of its unrealized capital losses to offset capital gains in future periods. If those losses are realized and the limitation prevents the Company from using any of those losses in a future period, those capital losses will be available to offset capital gains in subsequent periods. Additionally, net operating losses of one of the Company’s domestic subsidiaries is subject to an annual limitation. Losses subject to limitation will be available in subsequent periods.

The following table summarizes the allocation of consideration paid to the assets acquired and liabilities assumed as a result of the Mergers:
Common Stock issued by the Company$1,594,261 
Transaction costs4,623 
Consideration Paid$1,598,884
Investments$2,814,321 
Cash and cash equivalents58,478 
Other Assets48,585 
Total Assets Acquired$2,921,384
Debt$1,286,190 
Other Liabilities40,933 
Total liabilities acquired$1,327,123
Total net assets acquired$1,594,261


80
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Note 18 - Subsequent Events

In preparing these financial statements, the Company’s management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.

Capital Call

On April 24, 2024, pursuant to a drawdown notice previously delivered to investors, the Company issued and sold approximately 61,058 shares of the Company’s Common Stock for an aggregate offering price of approximately $0.9 million.

Notes Issuance

On April 29, 2024, the Company entered into a purchase agreement (the “Purchase Agreement”) by and among the Company, the Adviser, Benefit Street Partners L.L.C. and J.P. Morgan Securities LLC, BofA Securities, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers (the “Initial Purchasers”), in connection with the issuance and sale of $300.0 million aggregate principal amount of the Company’s 7.20% Notes due 2029 (the “2029 Notes”) in a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The 2029 Notes were issued on May 6, 2024, pursuant to the 2021 Indenture, between the Company and U.S. Bank Trust Company, National Association, and a Third Supplemental Indenture, dated as of May 6, 2024 (the “Third Supplemental Indenture”), between the Company and U.S. Bank Trust Company, National Association.

The 2029 Notes were issued at 98.91% of their par value with a coupon at 7.20%. Interest on the 2029 Notes is payable semi-annually on June 15 and December 15 of each year commencing on December 15, 2024. The 2029 Notes will mature on June 15, 2029. The 2029 Notes offering closed on May 6, 2024.

Distribution Declarations

On May 7, 2024, the Board of Directors declared a regular quarterly distribution of $0.29 per share of Common Stock and a special distribution of $0.04 per share of Common Stock, both of which will be paid on or around May 13, 2024 to stockholders of record as of May 7, 2024.

On May 7, 2024, the Board of Directors declared a distribution of $21.76 per share of Series A Preferred Stock, which will be paid on or around May 13, 2024 to stockholders of record as of May 7, 2024.

Shares Repurchase Program
On February 29, 2024, the Company offered to purchase up to approximately 2.7 million shares of its common stock pursuant to its SRP at a price equal to $14.49 per share. The offer expired on April 9, 2024. On May 7, 2024, the Company purchased 2.7 million shares of its common stock for aggregate consideration of $38.8 million pursuant to the limitations of the SRP as detailed in Note 11 - Share Repurchase Program.

81

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of Franklin BSP Capital Corporation (the "Company," "FBCC," "we," “us,” or "our") and the notes thereto and other financial information included elsewhere in this Quarterly Report on Form 10-Q. We are externally managed by our adviser, Franklin BSP Capital Adviser L.L.C. (the “Adviser”).
Forward Looking Statements
This report, and other statements that we may make, may contain forward-looking statements with respect to future financial or business performance, strategies, or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions.
Forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and we assume no duty to and do not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.
In addition to factors previously disclosed in our U.S. Securities and Exchange Commission (“SEC”) reports and those identified elsewhere in this report, including the “Risk Factors” section, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:
•our future operating results;
•changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of rising interest rates and a potential global recession;
•the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing conflicts in the Middle East and Eastern Europe;
•the impact of the investments that we expect to make;
•the ability of our portfolio companies to achieve their objectives;
•our contractual arrangements and relationships with third parties;
•our expected financings and investments;
•the adequacy of our cash resources and working capital;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•our repurchase of shares;
•actual and potential conflicts of interest with our Adviser (as defined below) and its affiliates;
•the dependence of our future success on the general economy and its effect on the industries in which we invest;
•the ability to qualify and maintain our qualifications as a regulated investment company (“RIC”) and a business development company (“BDC”);
•the timing, form, and amount of any distributions;
•the impact of fluctuations in interest rates on our business;
•the valuation of any investments in portfolio companies, particularly those having no liquid trading market;
•the impact of changes to generally accepted accounting principles;
•the impact of changes to tax legislation and, generally, our tax position;
•the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;
•the ability of our Adviser and its affiliates to attract and retain highly talented professionals;

82

•the ability to realize the anticipated benefits of the Mergers (as defined below);
•the effects of disruption on our business from the Mergers; and
•the combined company’s plans, expectations, objectives and intentions as a result of the Mergers.
You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligations to update any forward-looking statement to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.
Overview
We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC, and has elected to be treated for U.S. federal income tax purposes, as a RIC under the Code. We are managed by the Adviser. The Adviser is an affiliate of Benefit Street Partners. Our Adviser is a Delaware limited liability company that is registered as an investment adviser under the Advisers Act. Our Adviser oversees the management of our activities and is responsible for making investment decisions with respect to our portfolio.
Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We intend to invest primarily in first and second lien senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. We define middle market companies as those with EBITDA of between $25 million and $100 million annually, although we may invest in larger or smaller companies. We also may purchase interests in loans or corporate bonds through secondary market transactions. We expect that each investment generally will range between approximately 0.5% and 3.0% of our total assets. As of March 31, 2024, 79.5% of our portfolio was invested in senior secured loans.
Senior secured loans generally are senior debt instruments that rank ahead of subordinated debt and equity in priority of payments and are generally secured by liens on the operating assets of a borrower which may include inventory, receivables, plant, property and equipment. Mezzanine debt is subordinated to senior loans and is generally unsecured.
On December 18, 2020, we completed our Initial Closing of Capital Commitments to purchase shares of our Common Stock to investors in a private placement in reliance on exemptions from the registration requirements of the Securities Act. Since our Initial Closing, we held additional closings and received aggregate Capital Commitments to purchase Common Stock. As of March 31, 2024, investors had made aggregate Capital Commitments to purchase Common Stock of $375.5 million. At each closing of the private placement, each investor will make a Capital Commitment to purchase shares of Common Stock pursuant to a Subscription Agreement entered into with us. Investors will be required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective Capital Commitments on an as-needed basis each time we deliver a notice to the investors. Closings of the private placement of our Common Stock occurred, from time to time, during the Initial Closing Period which our Board of Directors extended such that it ended December 18, 2023. After the Initial Closing Period, we may permit one or more additional closings of the private placement of our Common Stock with the approval of our Board of Directors.

On August 25, 2021, we filed the Certificate of Designation for the Series A Preferred Stock. On the same day, we entered into the Preferred Subscription Agreements with certain investors, pursuant to which investors made new Preferred Capital Commitments to purchase shares of our Series A Preferred Stock. As of March 31, 2024, total Preferred Capital Commitments of Series A Preferred Stock were$77.5 million.

On January 24, 2024, we consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) with Franklin BSP Lending Corporation, a Maryland corporation (“FBLC”), Franklin BSP Merger Sub, Inc., a Maryland corporation and our direct wholly-owned subsidiary (“Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser. In connection therewith, Merger Sub merged with and into FBLC (the “Merger”), with FBLC continuing as the surviving company and as our wholly-owned subsidiary, followed by FBLC merging with and into us (together with the Merger, the “Mergers”), and with us continuing as the surviving company. See Note 17 - Merger with FBLC for further information regarding the Mergers.



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Financial and Operating Highlights
(Dollars in thousands, except per share amounts)
At March 31, 2024:
Investment Portfolio$3,476,614 
Net assets attributable to common stock1,998,558 
Debt (net of deferred financing costs)1,479,246 
Secured borrowings30,758 
Net asset value per share attributable to common stock14.66 
Portfolio Activity for the Three Months Ended March 31, 2024:
Purchases during the period67,114 
Sales, repayments, and other exits during the period153,894 
Number of portfolio companies at end of period145
Operating Results for the Three Months Ended March 31, 2024:
Net investment income (loss) per share0.49 
Net increase (decrease) in net assets resulting from operations attributable to common stockholders and participating securities0.26 
Net investment income (loss)49,737 
Net realized and unrealized gain (loss)(23,517)
Net increase (decrease) in net assets resulting from operations attributable to common stockholders24,018 
Portfolio and Investment Activity
We invest primarily in first and second lien senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. We define middle market companies as those with EBITDA of between $25 million and $100 million annually, although we may invest in larger or smaller companies. We also may purchase interests in loans or corporate bonds through secondary market transactions.

During the three months ended March 31, 2024, we made $67.1 million of investments in new portfolio companies and had $153.9 million in aggregate amount of sales and repayments, resulting in net investments of $(86.8) million for the period, excluding any impact from the Mergers. The total portfolio of debt investments at fair value consisted of 95.0% bearing variable interest rates and 5.0% bearing fixed interest rates.
















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Our portfolio composition, based on fair value at March 31, 2024 was as follows:
March 31, 2024
Percentage of
Total Portfolio(4)
Weighted Average Current Yield for Total Portfolio (1)
Senior Secured First Lien Debt74.9 %12.1 %
Senior Secured Second Lien Debt4.6 15.7 
Subordinated Debt3.9 12.8 
Debt Subtotal83.4 %12.3 %
Collateralized Securities (2)
0.5 20.4 
Equity/Other (3)
7.3 8.3 
FBLC Senior Loan Fund LLC (3)
8.8 9.0 
Total100.0 %11.8 %
(1) Includes the effect of the amortization or accretion of loan premiums or discounts.
(2) Weighted average current yield for Collateralized Securities is based on the estimation of effective yield to expected maturity for each security as calculated in accordance with Accounting Standards Codification ("ASC") Topic 325-40-35, Beneficial Interests in Securitized Financial Assets (see Note 2 - Summary of Significant Accounting Policies).
(3) Weighted average current yield for Equity/Other may be based on actual or annualized income, where applicable.
(4) As of March 31, 2024, FBLC Senior Loan Fund, LLC's holdings consisted of 91.6% senior secured debt, of which 89.5% represented senior secured first lien debt. As of March 31, 2024, we held investments in Siena Capital Finance, LLC ("Siena") consisting of subordinated debt and equity, which represented 1.6% and 2.2% of our total portfolio, respectively. As of March 31, 2024, we held investments in Post Road Equipment Finance, LLC (“Post Road”) consisting of subordinated debt and equity, which represented 2.4% and 3.4% of our total portfolio, respectively. The respective businesses of Siena and Post Road primarily involve making senior secured asset-based loans to middle market companies and equipment finance transactions secured by mission-critical equipment of middle market companies, respectively. If the underlying investments of FBLC Senior Loan Fund described above were held by us and we were to treat the investments in Siena and Post Road as senior secured first lien investments, given the underlying businesses of those portfolio companies, then our portfolio composition as of March 31, 2024 would be as follows:
March 31, 2024
Percentage of
Total Portfolio
Senior Secured First Lien Debt92.0 %
Senior Secured Second Lien Debt4.5 
Senior Secured - Subtotal96.5 %
Collateralized Securities2.0 
Equity/Other1.5 
Total100.0 %
During the year ended December 31, 2023, we made $77.0 million of investments in new portfolio companies and had $101.7 million in aggregate amount of sales and repayments, resulting in net investments of $(24.7) million for the period. The total portfolio of debt investments at fair value consisted of 98.0% bearing variable interest rates and 2.0% bearing fixed interest rates.





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Our portfolio composition, based on fair value at December 31, 2023 was as follows:

December 31, 2023
Percentage of
Total Portfolio(1)
Weighted Average Current Yield for Total Portfolio (2)
Senior Secured First Lien Debt83.6 %12.1 %
Senior Secured Second Lien Debt6.9 13.4 
Subordinated Debt4.7 13.2 
Debt Subtotal95.2 %12.2 %
Equity/Other
4.8 7.8 
Total100.0 %12.0 %
(1) As of December 31, 2023, we held investments in Post Road Equipment Finance, LLC (“Post Road”) consisting of subordinated debt and equity, which represented 4.7% and 4.3% of our total portfolio, respectively. Post Road’s primary business involves equipment finance transactions secured by mission-critical equipment of middle market companies. If we were to treat the investments in Post Road as senior secured first lien investments, given the underlying business of this portfolio company, then our portfolio composition as of December 31, 2023 would be as follows:
December 31, 2023
Percentage of
Total Portfolio
Senior Secured First Lien Debt92.6 %
Senior Secured Second Lien Debt6.9 
Senior Secured - Subtotal99.5 %
Equity/Other
0.5 
Total100.0 %
(2) Includes the effect of the amortization or accretion of loan premiums or discounts.

Portfolio Asset Quality
Our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser grades the credit risk of all debt investments on a scale of 1 to 5 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio debt investment relative to the inherent risk at the time the original debt investment was made (i.e., at the time of acquisition), although it may also take into account under certain circumstances the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors.
Loan RatingSummary Description
1Debt investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since the time of investment are favorable.
2Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable. All investments are initially rated a “2”.
3Performing debt investment requiring closer monitoring. Trends and risk factors show some deterioration.
4Underperforming debt investment. Some loss of interest or dividend expected, but still expecting a positive return on investment. Trends and risk factors are negative.
5Underperforming debt investment with expected loss of interest and some principal.

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The weighted average risk rating of our investments based on fair value was 2.3 and 2.3 as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024 we had six portfolio companies on non-accrual with a total amortized cost of $45.7 million and fair value of $35.6 million, which represented 1.3% and 1.0% of the investment portfolio's total amortized cost and fair value, respectively. As of December 31, 2023, we had no portfolio companies on non-accrual status. The increase of portfolio companies on non-accrual status was partially a result of the Mergers; whereby, we acquired FBLC’s assets, including its non-accrual assets. Refer to Note 2 - Summary of Significant Accounting Policies for additional details regarding our non-accrual policy.
FBLC Senior Loan Fund, LLC
On January 24, 2024, as a result of the consummation of the Mergers, we became party to the joint venture formed on January 20, 2021, between FBLC and Cliffwater Corporate Lending Fund (“CCLF”), FBLC Senior Loan Fund, LLC (“SLF”). SLF invests primarily in senior secured loans, and to a lesser extent may invest in mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. SLF was formed as a Delaware limited liability company and is not consolidated by us for financial reporting purposes. We provide capital to SLF in the form of LLC equity interests. At formation, FBLC and CCLF owned 87.5% and 12.5%, respectively, of the LLC equity interests of SLF. As of March 31, 2024, we and CCLF owned 79.9% and 20.1%, respectively, of the LLC equity interests of SLF. Profit and loss are allocated based on each members' ownership percentage of the joint venture's net asset value. SLF has an Administrative and Loan Services Agreement with BSP, our affiliate, pursuant to which BSP provides certain operational and valuation services for SLF's investments; as well as certain agreements with third-party service providers. We and CCLF each appoint two members to SLF's four-person board of members. All material decisions with respect to SLF, including those involving its investment portfolio, require unanimous approval of a quorum of the board of members. Quorum is defined as (i) the presence of two members of the board of members; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of members; provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of members; provided that two individuals are present that were elected, designated or appointed by each member.
As of March 31, 2024, our investment in SLF consisted of equity contributions of $304.9 million. Our investment in SLF is classified as “Equity/Other” on the consolidated schedules of investments, and other disclosures unless otherwise indicated.
Below is a summary of SLF’s portfolio as of March 31, 2024 and December 31, 2023. A listing of the individual investments in SLF’s portfolio as of such dates can be found in Note 3 – Fair Value of Financial Instruments in the notes to the accompanying consolidated financial statements (dollars in thousands):

March 31, 2024December 31, 2023
(Unaudited)
Total assets$1,038,117$946,605
Total investments (1)
$966,167$877,688
Weighted Average Current Yield for Total Portfolio (2)
10.7%11.0%
Number of Portfolio companies in SLF186172
Largest portfolio company investment (1)
$19,811$19,838
Total of five largest portfolio company investments (1)
$85,254$82,467
(1)At fair value.
(2)Includes the effect of the amortization or accretion of loan premiums or discounts.


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Below is certain summarized financial information for SLF as of March 31, 2024 and December 31, 2023 and for the three months ended March 31, 2024 and March 31, 2023 (dollars in thousands):

Selected Statements of Assets and Liabilities InformationMarch 31,December 31,
20242023
(Unaudited)
ASSETS
Investments, at fair value (amortized cost of $990,003 and $908,094,
respectively)
$966,167 $877,688 
Cash and other assets71,950 68,917 
Total assets$1,038,117 $946,605 
LIABILITIES
Revolving credit facilities (net of deferred financing costs of $1,525 and $1,695, respectively)$558,975 $481,805 
Secured borrowings24,974 39,959 
Other liabilities65,882 45,124 
Total Liabilities$649,831 $566,888 
MEMBERS’ CAPITAL
Total members’ capital$388,286 $379,717 
Total liabilities and members’ capital$1,038,117 $946,605 


Selected Statements of Operations InformationFor the three months ended March 31,
20242023
(Unaudited)(Unaudited)
Investment income:
Total investment income$25,995 $22,572 
Operating expenses:
Interest and credit facility financing expenses10,453 9,755 
Other expenses595 576 
Total expenses11,048 10,331 
Net investment income14,947 12,241 
Realized and unrealized gain (loss) on investments:
Net realized and unrealized gain (loss) on investments2,203 4,539 
Net increase (decrease) in members’ capital resulting from operations$17,150 $16,780 





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RESULTS OF OPERATIONS

Investments
Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.
Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in first and second lien senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. We define middle market companies as those with EBITDA of between $25 million and $100 million annually, although we may invest in larger or smaller companies. We also may purchase interests in loans or corporate bonds through secondary market transactions, which refers to acquisitions from secondary market participants rather than from the portfolio company directly.
As a BDC, we are generally required to invest at least 70% of our total assets primarily in securities of private and certain U.S. public companies (other than certain financial institutions), cash, cash equivalents and U.S. government securities and other limited float high quality debt investments that mature in one year or less.

Revenues
We generate revenues primarily in the form of interest income on debt investments we hold, and to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or PIK income.
In addition, we may generate revenue in the form of fee income such as structuring fees, origination, closing, amendment fees, commitment, termination, and other upfront fees. We do not expect to receive material fee income as it is not our principal investment strategy. Upon the re-payment of a loan or debt security, any prepayment penalties and unamortized loan origination, structuring, closing, commitment, and other upfront fees are recorded as income.

Expenses
We will bear all out-of-pocket costs and expenses of our operations and transactions, including, but not limited to:
•expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring our financial and legal affairs, news and quotation subscriptions, and market or industry research expenses;
•the cost of calculating our NAV; the cost of effecting sales and repurchases of shares of our Common Stock and other securities;
•management and incentive fees payable pursuant to the Investment Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms);
•expenses related to consummated or unconsummated investments, including dead deal or broken deal expenses; rating agency expenses; fees to arrange our debt financings;
•distributions on our shares; administration fees payable under the Administration Agreement;
•the allocated costs incurred by our Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expenses;
•federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes;

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•costs and expenses incurred in relation to compliance with applicable laws and regulations and our operation and administration generally;
•independent directors’ fees and expenses;
•brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; our fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments;
•expenses relating to the development and maintenance of our website, if any; other operations and technology costs;
•direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and
•all other expenses incurred by us or our Administrator in connection with administering our business, including, but not limited to, payments under the Administration Agreement based upon our allocable portion of our Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, travel and the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs, including operations and tax professionals and administrative staff who provide support services in respect of us.
Our operating results for the three months ended March 31, 2024 and 2023were as follows (dollars in thousands):
For the three months ended March 31,
20242023
Total investment income$96,550 $22,424 
Expenses, net of incentive fee waiver46,487 10,155 
Income tax expense, including excise tax326 208 
Net investment income (loss)$49,737 $12,061 

Investment Income

Investment income increased from $22.4 million for the three months ended March 31, 2023 to $96.6 million for the three months ended March 31, 2024. The increase is primarilydriven by the Mergers with FBLC, which resulted in the acquisition of $2.8 billion of FBLC’s investments at fair value on January 24, 2024, as well as rising base rates on our variable rate portfolio, which represents 95.0% of our portfolio as of March 31, 2024. As a result of the Mergers, our investment portfolio at amortized cost increased to $3.5 billion as of March 31, 2024 from $769.0 million as of December 31, 2023. PIK income from investments also increased from $0.3 million for the three months ended March 31, 2023 to $4.3 million for the three months ended March 31, 2024. Fee and other income, included within total investment income,decreased from $0.3 for the three months ended March 31, 2023 to $0.1 for the three months ended March 31, 2024, primarily due to an decrease in one-time fees earned on certain investments, including commitment, prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns.











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Operating Expenses
The composition of our operating expenses for the three months ended March 31, 2024 and 2023 were as follows (dollars in thousands):
For the three months ended March 31,
20242023
Management fees$10,557 $1,004 
Incentive fee on income8,655 1,809 
Interest and debt fees22,931 7,976 
Professional fees2,043 512 
Other general and administrative1,724 456 
Administrative services246 58 
Directors' fees331 149 
Incentive fee waiver— (1,809)
Expenses, net of incentive fee waiver$46,487 $10,155 
Management Fees

Management Fees increased from $1.0 million for the three months ended March 31, 2023 to $10.6 millionfor the three months ended March 31, 2024. The increase in management fees from March 31, 2023 to March 31, 2024 was driven by an increase in our asset base due to the Mergers with FBLC. Total assets increasedfrom $831.7 million as of December 31, 2023 to $3.7 billion as of March 31, 2024.

Incentive Fees

Incentive Fees increased from $1.8 million (all of which were waived by the Adviser) for the three months ended March 31, 2023 to $8.7 million for the three months ended March 31, 2024. The increase in incentive fees from March 31, 2023 to March 31, 2024 was driven by an increase in pre-incentive fee net investment income due to the Mergers with FBLC.

Interest and debt fees

Interest and debt fees increased from $8.0 million for the three months ended March 31, 2023 to $22.9 million for the three months ended March 31, 2024. The increase is primarily driven by the Mergers with FBLC, which resulted in the acquisition of $1.2 billion of FBLC’s debt on January 24, 2024 as well as an increase in base interest rates of our variable rate debt. The average daily debt outstanding for facility borrowings and unsecured notes for the three months ended March 31, 2023 was $380.5 million compared to $1.2 billion for the three months ended March 31, 2024. The weighted average annualized interest cost of the facility borrowings and unsecured notes for the three months ended March 31, 2024 and 2023 were 8.54% and 7.43%, respectively.

Professional Fees and Other General and Administrative Expenses

Professional fees and other general and administrative expenses increased from $1.0 million for the three months ended March 31, 2023 to $3.8 million for the three months ended March 31, 2024. The increase in professional fees and other general and administrative expenses from March 31, 2023 to March 31, 2024 was primarily driven by an increase in costs associated with servicing a larger investment portfolio due to the Mergers with FBLC.

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Net Realized Gain (Loss) and Net Change in Unrealized Appreciation (Depreciation) on Investments
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments for the three months ended March 31, 2024 and 2023 were as follows (dollars in thousands):
For the three months ended March 31,
20242023
Net realized gain (loss)
Control Investments$(5)$— 
Non-affiliate investments1,288 (161)
Total net realized gain (loss)1,283 (161)
Net change in unrealized appreciation (depreciation) on investments
Control investments(8,835)(7)
Affiliate Investments(2,810)— 
Non-affiliate investments(12,864)(739)
Net change in deferred taxes(291)(515)
Total net change in unrealized appreciation (depreciation) on investments(24,800)(1,261)
Net realized and unrealized gain (loss)$(23,517)$(1,422)

Net Realized Gain (Loss) on Investments

Realized gains or losses are measured using the specific identification method whereby we measure the gain or loss by the difference between the net proceeds from repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized.

For the three months ended March 31, 2024, we recorded a net realized gain of $1.3 million. The net realized gain was primarily driven by one investment.In February 2024, we fully exited our second lien debt position of Mercury Merger Sub, Inc. which resulted in a realized gain of $0.5 million.

For the three months ended March 31, 2023, we recorded a net realized loss of $(0.2) million. The net realized loss was primarily driven by one investment. In March 2023, we fully exited our first lien debt position of Acrisure, LLC which resulted in a realized loss of $(0.1) million.

Net Change in Unrealized Appreciation (Depreciation) on Investments

Net change in unrealized appreciation or depreciation is the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

For the three months ended March 31, 2024, we recorded unrealized appreciation of $8.3 million on 60 portfolio company investments, which was offset by $32.8 million of unrealized depreciation on 226 portfolio company investments. The unrealized appreciation primarily resulted from improved performance of certain portfolio companies and the reversal of unrealized depreciation. The unrealized depreciation was primarily due to isolated deterioration in the credit performance of a small number of portfolio companies. The overall net unrealized depreciation on our portfolio was primarily driven by deterioration in the credit performance of a small number of portfolio companies.


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For the three months ended March 31, 2023, we recorded unrealized appreciation of $1.7 million on 32 portfolio company investments which was offset by $2.4 million of unrealized depreciation on 90 portfolio company investments. The unrealized appreciation primarily resulted from improved performance of certain portfolio companies and the reversal of previously recorded unrealized depreciation. The unrealized depreciation primarily resulted from overall price declines across our portfolio and the reversal of unrealized appreciation in 2022. Additionally, $0.5 million of the net unrealized loss was driven by a change in deferred taxes. The overall net unrealized depreciation on our portfolio was primarily driven by market volatility during 2023.
Supplemental Information
On January 24, 2024, we completed our previously announced acquisition of FBLC. Pursuant to the Merger Agreement, Merger Sub was first merged with and into FBLC, with FBLC continuing as the surviving company, and, immediately following the Merger, FBLC was then merged with and into us, with us continuing as the surviving company. In accordance with the terms of the Merger Agreement, at the effective time, each outstanding share of FBLC's common stock was converted into the right to receive 0.4647 shares of our common stock. As a result of the Mergers, we issued an aggregate of 110.0 million shares of our common stock to FBLC stockholders.
The Merger was accounted for as an asset acquisition of FBLC by us in accordance with the asset acquisition method of accounting as detailed in ASC 805, Business Combinations, with the fair value of total consideration paid, including transaction costs, in conjunction with the Mergers allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Mergers. The consideration paid to FBLC stockholders was more than the aggregate fair value of the assets acquired and liabilities assumed, which resulted in a purchase price premium. The purchase premium was allocated to the cost basis of the FBLC investments acquired by the Company on a pro-rata basis based on their relative fair values as of the effective time of the Merger. The purchase premium allocated to the debt investments acquired will amortize over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized depreciation on such investment acquired through its ultimate disposition. The purchase premium allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation on disposition of such equity investments acquired. Any adjustments to the cost basis of the acquired FBLC investments derived from the accounting treatment of the Mergers will be excluded from the incentive fee calculation.
As a supplement to our financial results reported in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), we have provided, as detailed below, certain non-GAAP financial measures to our operating results that exclude the aforementioned purchase premium and the ongoing amortization thereof, as determined in accordance with U.S. GAAP. The non-GAAP financial measures include (i) adjusted net investment income after taxes; and (ii) adjusted net realized and unrealized gains (losses). We believe that the adjustment to exclude the full effect of the purchase premium is meaningful because it is a measure that we and investors use to assess our financial condition and results of operations. Although these non-GAAP financial measures are intended to enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered as an alternative to U.S. GAAP. The aforementioned non-GAAP financial measures may not be comparable to similar non-GAAP financial measures used by other companies.








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Non-GAAP Supplemental Disclosure:For the three months ended March 31,
20242023
Net investment income (loss)$49,737 $12,061 
Less: purchase premium and other cost adjustments (1)
(8,929)— 
Adjusted net investment income after taxes$40,808 $12,061 
Net realized and unrealized gains (losses)$(23,517)$(1,422)
Less: Net change in unrealized appreciation (deprecation) due to the purchase premium and other cost adjustments (1)
10,135 — 
Less: Realized gain (loss) due to the purchase premium and other cost adjustments (1)
(1,206)— 
Adjusted net realized and unrealized gains (losses)$(14,588)$(1,422)
(1) Represents amortization of purchase premium and incremental amortization of acquired FBLC investments as a result of the accounting treatment of the Mergers under ASC 805 for the period 1/24/2024 to 3/31/2024.

MS Subscription Facility

On April 22, 2021, the Company entered into the MSa $50.0 million revolving credit agreement (the “MS Subscription FacilityFacility”) with Morgan Stanley Asset Funding, Inc., as administrative agent and sole lead arranger, and Morgan Stanley Bank, N.A., as the letter of credit issuer and lender. The MS Subscription Facility allows the Company to borrow up to $50.0 million,is subject to certain restrictions, including availability under the borrowing base, which is based on unusedunfunded capital commitments. The amount of permissible borrowings under the MS Subscription Facility may be increased up to an aggregate of $150.0 million with the consent of the lenders. The MS Subscription Facility hashad a maturity date of April 22, 2022, which may be extended for an additional two terms of not more than 12 months each with the consent of the administrative agent and lenders.

29

The On April 20, 2022, the Company entered into a first amendment (the “First Amendment”) to the MS Subscription Facility, bearswhich extended the maturity date to April 21, 2023, which may be extended for an additional term of not more than 12 months each with the consent of the administrative agent and lenders. On September 30, 2022, pursuant to the terms of the agreement, the Company voluntarily reduced commitments from $50.0 million to $44.5 million and on December 9, 2022, pursuant to the terms of the agreement, the Company voluntarily reduced commitments from $44.5 million to $25.5 million (together, the “MS Subscription Facility Downsizes”).

Prior to the First Amendment, the MS Subscription Facility bore interest at a rate of: (i) with respect LIBOR Rate Loans, Adjusted LIBOR (as defined in the MS Subscription Facility) for the applicable interest period plus 2.00% per annum and (ii) with respect to Base Rate Loans, the greatest of (a) the Prime Rate in effect on such day plus 1.00% per annum, (b) the Federal Funds Ratefederal funds rate in effect on such day plus 0.50%, plus 1.00% per annum and (c) except during any period of time during which LIBOR is unavailable, one-month Adjusted LIBOR plus, without duplication, 100 basis points per annum. The Company paid an upfront fee and incurred other customary costs and expenses in connection with the MS Subscription Facility. Subsequent to the First Amendment, the MS Subscription Facility bears interest at a rate of: (i) with respect to Term SOFR Loans, Term SOFR with a one-month Interest Period plus 2.10% per annum and (ii) with respect to Base Rate Loans, the greatest of (a) the Prime Rate in effect on such day plus 100 basis points (1.00%) per annum, (b) the federal funds rate in effect on such day plus 0.50% plus 1.00% per annum and (c) except during any period of time during which Term SOFR is unavailable, Term SOFR for a one-month tenor in effect on such day plus without duplication, 100 basis points (1.00%) per annum plus 100 basis points (1.00%) per annum. The Company paid an upfront fee and incurred other customary costs and expenses in connection with the First Amendment to MS Subscription Facility. In addition, the Company will be subject to an unused commitment fee of 0.30%.

The MS Subscription Facility was terminated on March 29, 2023.









57
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
JPM Credit Facility

On October 4, 2023, the Company refinanced the MS Credit Facility into a $400.0 million credit facility with FBCC Jupiter Funding, LLC, a wholly-owned, consolidated special purpose financing subsidiary of the Company, as borrower (“Jupiter Funding”), the Adviser, as portfolio manager, the lenders party thereto, U.S. Bank National Association, as securities intermediary, U.S. Bank Trust Company, National Association as collateral administrator and collateral agent, and JPMorgan Chase Bank, National Association, as administrative agent (the “JPM Credit Facility”). The JPM Credit Facility provides for borrowings through October 4, 2026, and any amounts borrowed under the JPM Credit Facility will mature on October 4, 2027. Borrowings under the JPM Credit Facility will bear interest at a benchmark rate, currently SOFR, plus a margin of 2.75% per annum, which is inclusive of an administrative agent fee. Interest is payable quarterly in arrears. Jupiter Funding will be subject to a non-usage fee of 0.75%, which is inclusive of the administrative agent fee, to the extent the commitments available under the JPM Credit Facility have not been borrowed. Jupiter Funding paid an upfront fee and incurred other customary costs and expenses in connection with the JPM Credit Facility.
Wells Fargo Credit Facility

On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to a $300.0 million revolving credit facility with the Company, as collateral manager, Funding I, a wholly owned, consolidated special purpose financing subsidiary, as borrower, the lenders party thereto, Wells Fargo, as administrative agent, and U.S. Bank Trust Company, National Association, as collateral agent and collateral custodian (the “Wells Fargo Credit Facility”).
The Wells Fargo Credit Facility provides for borrowings through August 25, 2026, and any amounts borrowed under the Wells Fargo Credit Facility will mature on August 25, 2028. The Wells Fargo Credit Facility has an interest rate of daily simple SOFR (with a daily simple SOFR floor of zero), plus a spread of 2.75% per annum. Interest is payable quarterly in arrears. Funding I will be subject to a non-usage fee to the extent the commitments available under the Wells Fargo Credit Facility have not been borrowed. The non-usage fee per annum is 0.50% for the first 25% of the unused balance and increases to 2.00% for any remaining unused balance.
Funding I’s obligations under the Wells Fargo Credit Facility are secured by a first priority security interest in substantially all of the assets of Funding I, including its portfolio of investments and FBCC’s equity interest in Funding I. The obligations of Funding I under the Wells Fargo Credit Facility are non-recourse to FBCC.
In connection with the Wells Fargo Credit Facility, FBCC and Funding I have made certain representations and warranties and are required to comply with various covenants and other customary requirements. The Wells Fargo Credit Facility contains customary default provisions pursuant to which the administrative agent and the lenders under the Wells Fargo Credit Facility may terminate FBCC in its capacity as collateral manager/portfolio manager under the Wells Fargo Credit Facility. Upon the occurrence of an event of default under the Wells Fargo Credit Facility, the administrative agent or the lenders may declare the outstanding advances and all other obligations under the Wells Fargo Credit Facility immediately due and payable.
FBLC JPM Credit Facility

On January 24, 2024, as a result of the consummation of the Mergers, the Company, through a wholly-owned, consolidated special purpose financing subsidiary, 57th Street, became party to a $400.0 million revolving credit facility with JPMorgan, and U.S. Bank Trust Company, National Association, as collateral agent, collateral administrator and securities intermediary (the “FBLC JPM Credit Facility”).
The FBLC JPM Credit Facility provides for borrowings through September 15, 2026, and any amounts borrowed under the FBLC JPM Credit Facility will mature on September 15, 2027. The FBLC JPM Credit Facility has an interest rate of SOFR plus 2.80% (subject to further increases consistent with the terms of the FBLC JPM Credit Facility), which is inclusive of an administrative agent fee. The FBLC JPM Credit Facility will be subject to a non-usage fee to be 0.75%, inclusive of an administrative agent fee. The non-usage fee of 0.75% (inclusive of an administrative agent fee) applies to the first 20% of the unused balance and increases to 3.00% for any remaining unused balance. FBCC and 57th Street are permitted to submit a commitment increase request to up to $800.0 million.

58
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
57th Street’s obligations under the FBLC JPM Credit Facility are secured by a first priority security interest in substantially all of the assets of 57th Street, including its portfolio of investments and FBCC’s equity interest in 57th Street. The obligations of 57th Street under the FBLC JPM Credit Facility are non-recourse to FBCC.
In connection with the FBLC JPM Credit Facility, FBCC and 57th Street have made certain representations and warranties and are required to comply with various covenants and other customary requirements. The FBLC JPM Credit Facility contains customary default provisions pursuant to which the administrative agent and the lenders under the FBLC JPM Credit Facility may terminate FBCC in its capacity as collateral manager/portfolio manager under the FBLC JPM Credit Facility. Upon the occurrence of an event of default under the FBLC JPM Credit Facility, the administrative agent or the lenders may declare the outstanding advances and all other obligations under the FBLC JPM Credit Facility immediately due and payable.
JPM Revolver Facility

On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to a $505.0 million revolving credit facility with JPMorgan, as administrative agent and as collateral agent, Sumitomo Mitsui Banking Corporation, and Wells Fargo Bank, National Association as syndication agents, as well as other Lender parties (the “JPM Revolver Facility”).
The JPM Revolver Facility provides for borrowings through December 8, 2027, and any amounts borrowed under the JPM Revolver Facility will mature on December 8, 2028. The JPM Revolver Facility is priced at three-month Term SOFR, plus a spread calculated based upon the composition of loans in the collateral pool, which will not exceed 1.98% per annum. Interest is payable quarterly in arrears. The Company will be subject to a non-usage fee of 0.38% to the extent the commitments available under the JPM Revolver Facility have not been borrowed.
In connection with the JPM Revolver Facility, FBCC has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolver Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Revolver Facility immediately due and payable.

2024 Notes

On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to a Purchase Agreement (the “2024 Notes Purchase Agreement”) with Sandler O’Neill & Partners, L.P (the “Initial Purchaser”) relating to the sale of $100.0 million aggregate principal amount of 4.85% fixed rate notes due 2024 (the “2024 Notes”) to the Initial Purchaser in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale by the Initial Purchaser to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act and to institutional accredited investors under Rule 501 (a)(1), (2), (3), or (7) under the Securities Act. The Company relied upon these exemptions from registration based in part on representations made by the Initial Purchaser. The 2024 Notes Purchase Agreement also includes customary representations, warranties, and covenants by the Company. Under the terms of the 2024 Notes Purchase Agreement, the Company has agreed to indemnify the Initial Purchaser against certain liabilities under the Securities Act. The 2024 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The net proceeds from the sale of the 2024 Notes were approximately $98.4 million, after deducting the Initial Purchaser’s discounts and commissions of approximately $1.2 million and estimated offering expenses of approximately $0.4 million, each payable by the Company. The Company used the net proceeds to repay outstanding indebtedness, to make investments in portfolio companies in accordance with its investment objectives, and for general corporate purposes. The 2024 Notes were issued pursuant to the Indenture dated as of December 19, 2017 (the “2017 Indenture”) between the Company and U.S. Bank Trust Company, National Association, and a Third Supplemental Indenture, dated as of December 5, 2019, between the Company and U.S. Bank Trust Company, National Association. The 2024 Notes will mature on December 15, 2024, unless repurchased or redeemed in accordance with their terms prior to such date. The 2024 Notes bear interest at a rate of 4.85% per year payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2020. The 2024 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2024 Notes. The 2024 Notes will rank equally in right of payment with all of the Company’s existing and future senior liabilities that are not so subordinated, effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such

59
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
indebtedness, and structurally junior to all existing and future indebtedness incurred by the Company’s subsidiaries, financing vehicles, or similar facilities, including credit facilities entered into by the Company’s wholly owned, special purpose financing subsidiaries. The 2017 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2024 Notes and U.S. Bank Trust Company, National Association if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the 2017 Indenture. In addition, if a change of control repurchase event, as defined in the 2017 Indenture, occurs prior to maturity, holders of the 2024 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2024 Notes at a repurchase price equal to 100% of the principal amount of the 2024 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

2026 Notes

On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to a Purchase Agreement (the “2026 Notes Purchase Agreement”) with the initial purchaser listed therein relating to the sale of $300.0 million aggregate principal amount of 3.25% fixed rate notes due 2026 (the “Restricted 2026 Notes”) to the Initial Purchaser in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale by the Initial Purchaser to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Company relied upon these exemptions from registration based in part on representations made by the Initial Purchaser. The 2026 Notes Purchase Agreement also includes customary representations, warranties, and covenants by the Company. Under the terms of the 2026 Notes Purchase Agreement, the Company has agreed to indemnify the Initial Purchaser against certain liabilities under the Securities Act. The Restricted 2026 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The net proceeds from the sale of the 2026 Notes were approximately $296.0 million, after deducting the Initial Purchaser’s discounts and commissions and estimated offering expenses. The Company used the net proceeds to repay outstanding indebtedness, to make investments in portfolio companies in accordance with its investment objectives, and for general corporate purposes. The Restricted 2026 Notes were issued pursuant to the Indenture dated as of March 29, 2021 (the “2021 Indenture”), between the Company and U.S. Bank Trust Company, National Association, and a Supplemental Indenture, dated as of March 29, 2021 (the “First Supplemental Indenture”), between the Company and U.S. Bank Trust Company, National Association. The 2026 Notes (as defined below) will mature on March 30, 2026, unless repurchased or redeemed in accordance with their terms prior to such date. The 2026 Notes bear interest at a rate of 3.25% per year payable semi-annually on March 30 and September 30 of each year, commencing on September 30, 2021. The 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2026 Notes. The 2026 Notes will rank equally in right of payment with all of the Company’s existing and future senior liabilities that are not so subordinated, effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and structurally junior to all existing and future indebtedness incurred by the Company’s subsidiaries, financing vehicles, or similar facilities, including credit facilities entered into by the Company’s wholly owned, special purpose financing subsidiaries. The 2021 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2026 Notes and U.S. Bank Trust Company, National Association if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the 2021 Indenture. In addition, if a change of control repurchase event, as defined in the 2021 Indenture, occurs prior to maturity, holders of the 2026 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2026 Notes at a repurchase price equal to 100% of the principal amount of the 2026 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. Pursuant to a Registration Statement on Form N-14 (File No. 333-257321), on September 22, 2021, holders of the Restricted 2026 Notes were offered the opportunity to exchange their Restricted 2026 Notes for new registered notes with substantially identical terms (the “Unrestricted 2026 Notes” and, together with the Restricted 2026 Notes, the “2026 Notes”), through which holders representing 99.88% of the outstanding principal of the then Restricted 2026 Notes obtained Unrestricted 2026 Notes.

60
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
The following table represents borrowings as of March 31, 2024:
Maturity DateTotal Aggregate Borrowing CapacityTotal Principal OutstandingLess Deferred Financing CostsAmount per Consolidated Statements of Assets and Liabilities
JPM Credit Facility10/4/2027$400,000 $304,000 $(1,944)$302,056 
Wells Fargo Credit Facility8/25/2028300,000 225,000 — 225,000 
FBLC JPM Credit Facility9/15/2027400,000 320,000 — 320,000 
JPM Revolver Facility12/8/2028505,000 232,190 — 232,190 
2024 Notes12/15/2024100,000 100,000 — 100,000 
2026 Notes3/30/2026300,000 300,000 — 300,000 
Total$2,005,000 $1,481,190 $(1,944)$1,479,246 
The following table represents borrowings as of December 31, 2023:
Maturity DateTotal Aggregate Borrowing CapacityTotal Principal OutstandingLess Deferred Financing CostsAmount per Consolidated Statements of Assets and Liabilities
JPM Credit Facility10/4/2027$400,000 $322,000 $(2,082)$319,918 
Total$400,000 $322,000 $(2,082)$319,918 

The weighted average annualized interest cost for all facility borrowings and unsecured notes for the three months ended March 31, 2024 and 2023 was 8.54% and 7.43%, respectively. The average daily debt outstanding for facility borrowings and unsecured notes for the three months ended March 31, 2024 and 2023 was $1.2 billion and $0.4 billion, respectively. The maximum debt outstanding for facility borrowings and unsecured notes for the three months ended March 31, 2024 and 2023 was $1.6 billion and $0.4 billion, respectively.

61
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Short-term Borrowings

From time to time, the Company finances the purchase of certain investments through repurchase agreements. In the repurchase agreements, the Company enters into a trade to sell an investment and contemporaneously enter into a trade to buy the same investment back on a specified date in the future with the same counterparty. Investments sold under repurchase agreements are accounted for as collateralized borrowings as the sale of the investment does not qualify for sale accounting under ASC Topic 860—Transfers and Servicing and remains as an investment on the consolidated statements of assets and liabilities. The Company uses repurchase agreements as a short-term financing alternative. As of March 31, 2024 and December 31, 2023, the Company had short-term borrowings outstanding of $0.0 and $0.0, respectively. For the three months ended March 31, 2024 and 2023, the Company recorded interest expense of$0.0and$0.5 million, respectively, in connection with short-term borrowings. For the three months ended March 31, 2024, the Company did not have short term borrowings. For the three months ended March 31, 2023, the Company had an average outstanding balance of short-term borrowings of $23.4 million and bore interest at a weighted average rate of 0.02%.
Secured Borrowings

On August 21, 2023, the Company entered into a total return swap (“TRS”) with Nomura. A TRS is a contract in which one party agrees to make periodic payments to another party based on the change in the market value of the assets underlying the TRS, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate. The Company pays interest to Nomura for each loan at a rate equal to three-month SOFR plus 3.60% per annum. Upon the termination or repayment of any loan under the TRS, the Company will either receive from Nomura the appreciation in the value of such loan or pay to Nomura any depreciation in the value of such loan. The scheduled termination date for the TRS is February 17, 2025. The Company may terminate the TRS prior to February 17, 2025 upon the occurrence of certain events but in certain circumstances may be required to pay certain termination fees.

As of March 31, 2024 and December 31, 2023, all total return swaps on the Nomura TRS were entered into contemporaneously with the Company’s sale of their reference assets. Due to the Company’s continuing involvement in these assets, these assets are not derecognized under ASC Topic 860 -- Transfers and Servicing, and are presented on the consolidated schedule of investments. Financing amounts related to these assets are presented as secured borrowings on the consolidated statement of assets and liabilities. Any margin paid to the counterparty under the terms of the TRS agreement is included in the “Due from broker” on the Company’s consolidated statements of assets and liabilities.

The TRS is subject to the SEC rule related to the use of derivatives, reverse repurchase agreements and certain other transactions by registered investment companies. The rule requires that the Company trade derivatives and other transactions that create future payment or delivery obligations subject to a value-at-risk leverage limit and certain derivatives risk management program and reporting requirements. Generally, these requirements apply unless the Company qualifies as a “limited derivatives user,” as defined in the rule, in which case certain exceptions to these conditions would apply. The Company may qualify as a limited derivatives user if it adopts and implements written policies and procedures reasonably designed to manage the Company's derivatives risk and the Company's derivatives exposure does not exceed 10 percent of the Company's net assets as calculated in accordance with the rule.

As of March 31, 2024 and December 31, 2023, the Company had secured borrowings outstanding of $30.8 million and $33.3 million, respectively. For the three months ended March 31, 2024 the Company recorded interest expense of $0.5 million in connection with secured borrowings. For the three months ended March 31, 2024, the Company had an average outstanding balance of secured borrowings of $32.4 million and bore interest at a weighted average rate of 6.67%.

62
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
The following table represents interest and debt fees for the three months ended March 31, 2024:
Three Months Ended March 31, 2024
Interest RateNon-Usage RateInterest Expense
Deferred Financing Costs (1)
Other Fees (2)
JPM Credit FacilityS + 2.75%0.75%$6,375 $138 $323 
Wells Fargo Credit Facility(3)(4)3,481 — 82 
FBLC JPM Credit Facility(5)(6)4,803 231 
JPM Revolver Facility(7)0.38%3,850 — 174 
2024 Notes4.85%n/a916 — — 
2026 Notes3.25%n/a1,889 — — 
Secured borrowingsS + 3.60%n/a538 131 — 
  Total$21,852 $269 $810 
(1) Amortization of deferred financing costs.
(2) Includes non-usage fees, custody fees, and administrative agent fees.
(3) From January 24, 2024 through March 31, 2024, the Wells Fargo Credit Facility had an interest rate of daily simple SOFR, with a daily simple SOFR floor of zero, plus a spread of 2.75% per annum.
(4) From January 24, 2024 through March 31, 2024, the non-usage fee per annum was 0.50% for the first 25% of the unused balance and increases to 2.00% for any remaining unused balance.
(5) From January 24, 2024 through March 31, 2024, the JPM Credit Facility had an interest rate of three-month Term SOFR, plus a spread of 2.80% per annum, inclusive of an administrative agent fee of 0.20%.
(6) From January 24, 2024 through March 31, 2024, the non-usage fee per annum was 0.75%, inclusive of an administrative fee of 0.20%.
(7) From January 24, 2024 through March 31, 2024, the interest rate was three-month Term SOFR, plus a spread calculated based upon the composition of the loans in the collateral pool, which will not exceed 1.98% per annum.

With respect to all of the FBLC borrowings assumed by the Company, interest expense was calculated and disclosed for the period from January 24, 2024 to March 31, 2024. No prior expense was disclosed on the FBLC facilities.

The following table represents interest and debt fees for the three months ended March 31, 2023:
Three Months Ended March 31, 2023
Interest RateNon-Usage RateInterest Expense
Deferred Financing Costs (1)
Other Fees (2)
MS Credit Facility(3)0.50%$6,409 $248 $353 
MS Subscription Facility(4)0.30%404 98 — 
Short-term borrowings464 — — 
Total$7,277 $346 $353 
(1) Amortization of deferred financing costs.
(2) Includes non-usage fees, custody fees and administrative agent fees.
(3) From January 1, 2022 through January 30, 2022, the MS Credit Facility had an interest rate priced at three-month LIBOR, with a LIBOR floor of zero, plus a spread of 2.25%. From January 31, 2022 through June 27, 2022 the MS Credit Facility transitioned the benchmark rate to Adjusted Term SOFR. Borrowings under the MS Credit Facility bore interest at Adjusted Term SOFR, with an Adjusted Term SOFR floor of zero, plus a spread of 2.00%. From June 28, 2022 to March 31, 2023 MS Credit Facility had an interest rate priced at Term SOFR, plus a spread of 2.25%.
(4) From January 1, 2022 through April 19, 2022 the MS Subscription Facility bore interest at a rate of Adjusted LIBOR for the applicable interest period plus 2.00% per annum. From April 20, 2022 through March 29, 2023 bore interest at a rate of Term SOFR with a one-month Interest Period plus 2.10% per annum.
The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate fair value. The fair value of short-term financial instruments such as cash and cash equivalents, due to affiliates, accounts payable, short-term borrowings, and secured borrowings approximate their carrying value on the accompanying consolidated statements of assets and liabilities due to their short-term nature.

63
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
At March 31, 2024, the carrying amount of the Company's secured borrowings approximated their fair value. The fair values of the Company's debt obligations are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company's borrowings is estimated based upon market interest rates for the Company's own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. As of March 31, 2024 and 2023, the Company's borrowings would be deemed to be Level 3, as defined in Note 3 - Fair Value of Financial Instruments.
The fair values of the Company’s remaining financial instruments that are not reported at fair value on the accompanying consolidated statements of assets and liabilities are reported below:
LevelCarrying Amount as of March 31, 2024Fair Value as of March 31, 2024
JPM Credit Facility3$304,000 $304,000 
Wells Fargo Credit Facility3225,000 225,000 
FBLC JPM Credit Facility3320,000 320,000 
JPM Revolver Facility3232,190 232,190 
2024 Notes3100,000 98,526 
2026 Notes3300,000 281,169 
  Total$1,481,190 $1,460,885 
LevelCarrying Amount as of December 31, 2023Fair Value as of December 31, 2023
JPM Credit Facility3$322,000 $322,000 
Total$322,000 $322,000 
Note 6 - Commitments and Contingencies
Commitments
In the ordinary course of business, the Company may enter into future funding commitments. As of March 31, 2024, the Company had unfunded commitments on delayed draw term loans of $179.1 million, and unfunded commitments on revolver term loans of $147.6 million. As of December 31, 2023, the Company had unfunded commitments on delayed draw term loans of $34.3 million, and unfunded commitments on revolver term loans of $42.2 million. The Company maintains sufficient cash on hand, unfunded Capital Commitments, and available borrowings to fund such unfunded commitments.
As of March 31, 2024, the Company's unfunded commitments consisted of the following:
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
ADCS Clinics Intermediate Holdings, LLCSenior Secured First Lien DebtRevolver$1,797 $1,309 
Alera Group Intermediate Holdings, Inc.Senior Secured First Lien DebtDelayed Draw4,968 4,720 
Arch Global Precision, LLCSenior Secured First Lien DebtRevolver1,008 441 
Arctic Holdco, LLCSenior Secured First Lien DebtRevolver4,574 1,715 
Armada Parent, Inc.Senior Secured First Lien DebtDelayed Draw6,505 3,277 
Armada Parent, Inc.Senior Secured First Lien DebtRevolver7,864 7,864 
Avalara, Inc.Senior Secured First Lien DebtRevolver6,020 6,020 
Azurite Intermediate Holdings, Inc.Senior Secured First Lien DebtDelayed Draw22,639 22,639 
Azurite Intermediate Holdings, Inc.Senior Secured First Lien DebtRevolver3,622 3,622 
Capstone LogisticsSenior Secured First Lien DebtRevolver1,804 1,804 
Center Phase Energy, LLCSenior Secured First Lien DebtRevolver6,593 6,439 

64
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
Communication Technology Intermediate, LLCSenior Secured First Lien DebtRevolver$3,361 $2,173 
Community Brands ParentCo, LLCSenior Secured First Lien DebtRevolver542 542 
Demakes Borrower, LLCSenior Secured First Lien DebtDelayed Draw5,043 5,043 
Dynagrid Holdings, LLCSenior Secured First Lien DebtRevolver2,262 2,262 
Eliassen Group, LLCSenior Secured First Lien DebtDelayed Draw4,372 3,004 
Faraday Buyer, LLCSenior Secured First Lien DebtDelayed Draw5,599 5,599 
FGT Purchaser, LLCSenior Secured First Lien DebtRevolver3,120 3,120 
Galway Borrower, LLCSenior Secured First Lien DebtDelayed Draw4,512 4,512 
Galway Borrower, LLCSenior Secured First Lien DebtRevolver3,324 2,787 
Geosyntec Consultants, Inc.Senior Secured First Lien DebtDelayed Draw18,408 9,205 
Geosyntec Consultants, Inc.Senior Secured First Lien DebtRevolver6,786 6,786 
Gogo Intermediate Holdings, LLCSenior Secured First Lien DebtRevolver1,505 1,505 
Hospice Care Buyer, Inc.Senior Secured First Lien DebtRevolver2,797 1,479 
ICR Operations, LLCSenior Secured First Lien DebtRevolver6,178 3,243 
ICR Operations, LLCSenior Secured First Lien DebtRevolver1,810 1,810 
Ideal Tridon Holdings, Inc.Senior Secured First Lien DebtRevolver2,868 2,868 
IG Investments Holdings, LLCSenior Secured First Lien DebtRevolver2,022 2,022 
Indigo Buyer, Inc.Senior Secured First Lien DebtRevolver5,166 2,066 
Integrated Efficiency Solutions, Inc.Senior Secured First Lien DebtRevolver600 390 
Integrated Global Services, Inc.Senior Secured First Lien DebtRevolver2,028 2,028 
IQN Holding Corp.Senior Secured First Lien DebtDelayed Draw1,993 1,993 
IQN Holding Corp.Senior Secured First Lien DebtRevolver1,520 1,520 
Knowledge Pro Buyer, Inc.Senior Secured First Lien DebtDelayed Draw23,471 17,856 
Knowledge Pro Buyer, Inc.Senior Secured First Lien DebtRevolver3,678 1,765 
Manna Pro Products, LLCSenior Secured First Lien DebtRevolver2,706 744 
Medical Management Resource Group, LLCSenior Secured First Lien DebtRevolver1,929 849 
Midwest Can Company, LLCSenior Secured First Lien DebtRevolver2,019 2,019 
Mirra-Primeaccess Holdings, LLCSenior Secured First Lien DebtRevolver11,256 2,814 
Norvax, LLCSenior Secured First Lien DebtRevolver1,152 1,152 
Odessa Technologies, Inc.Senior Secured First Lien DebtRevolver5,451 5,451 
ORG GC Holdings, LLCSenior Secured First Lien DebtDelayed Draw584 584 
PetVet Care Centers, LLCSenior Secured First Lien DebtDelayed Draw4,032 4,032 
PetVet Care Centers, LLCSenior Secured First Lien DebtRevolver4,032 4,032 
Pie Buyer, Inc.Senior Secured First Lien DebtDelayed Draw10,102 7,898 
Pie Buyer, Inc.Senior Secured First Lien DebtRevolver2,581 387 
Post Road Equipment Finance, LLCSubordinated DebtDelayed Draw35,000 15,000 
Post Road Equipment Finance, LLCSubordinated DebtDelayed Draw20,000 20,000 
Premiere Global Services, Inc.Senior Secured First Lien DebtRevolver1,042 73 
Questex, Inc.Senior Secured First Lien DebtRevolver2,584 2,584 
Reddy Ice Corp.Senior Secured First Lien DebtDelayed Draw8,924 3,274 
Reddy Ice Corp.Senior Secured First Lien DebtRevolver1,762 1,639 
Relativity Oda, LLCSenior Secured First Lien DebtRevolver660 660 
REP TEC Intermediate Holdings, Inc.Senior Secured First Lien DebtRevolver2,696 2,696 

65
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
RSC Acquisition, Inc.Senior Secured First Lien DebtDelayed Draw$5,074 $5,074 
Saturn SHC Buyer Holdings, Inc.Senior Secured First Lien DebtRevolver12,898 12,898 
SCIH Salt Holdings, Inc.Senior Secured First Lien DebtRevolver3,746 3,746 
Sherlock Buyer Corp.Senior Secured First Lien DebtRevolver1,865 1,865 
Simplifi Holdings, Inc.Senior Secured First Lien DebtRevolver5,502 4,608 
St. Croix Hospice Acquisition Corp.Senior Secured First Lien DebtRevolver2,256 2,256 
SunMed Group Holdings, LLCSenior Secured First Lien DebtRevolver860 860 
The NPD Group, LPSenior Secured First Lien DebtRevolver2,865 1,261 
Trinity Air Consultants Holdings Corp.Senior Secured First Lien DebtDelayed Draw13,399 5,949 
Trinity Air Consultants Holdings Corp.Senior Secured First Lien DebtRevolver2,850 2,850 
Triple Lift, Inc.Senior Secured First Lien DebtRevolver4,693 2,894 
US Oral Surgery Management Holdco, LLCSenior Secured First Lien DebtDelayed Draw9,138 7,798 
US Oral Surgery Management Holdco, LLCSenior Secured First Lien DebtRevolver1,694 1,694 
US Salt Investors, LLCSenior Secured First Lien DebtRevolver3,103 3,103 
Vensure Employer Services, Inc.Senior Secured First Lien DebtDelayed Draw13,126 9,350 
Victors CCC Buyer, LLCSenior Secured First Lien DebtDelayed Draw6,266 6,266 
Victors CCC Buyer, LLCSenior Secured First Lien DebtRevolver4,537 4,537 
West Coast Dental Services, Inc.Senior Secured First Lien DebtRevolver3,634 486 
Westwood Professional Services, Inc.Senior Secured First Lien DebtRevolver540 540 
WHCG Purchaser III, Inc.Senior Secured First Lien DebtRevolver6,045 15 
WIN Holdings III Corp.Senior Secured First Lien DebtRevolver6,356 4,767 
Zendesk, Inc.Senior Secured First Lien DebtDelayed Draw16,004 16,004 
Zendesk, Inc.Senior Secured First Lien DebtRevolver6,590 6,590 
$431,912 $326,727 
As of December 31, 2023, the Company's unfunded commitments consisted of the following:
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
ADCS Clinics Intermediate Holdings, LLCSenior Secured First Lien DebtRevolver$533 $533 
Alera Group Intermediate Holdings, Inc.Senior Secured First Lien DebtDelayed Draw1,637 1,637 
Alera Group Intermediate Holdings, Inc.Senior Secured First Lien DebtDelayed Draw5,745 740 
Armada Parent, Inc.Senior Secured First Lien DebtDelayed Draw2,024 1,019 
Armada Parent, Inc.Senior Secured First Lien DebtRevolver2,444 2,444 
Avalara, Inc.Senior Secured First Lien DebtRevolver1,990 1,990 
Center Phase Energy, LLCSenior Secured First Lien DebtRevolver6,593 6,593 
Communication Technology Intermediate, LLCSenior Secured First Lien DebtRevolver998 912 
Community Brands ParentCo, LLCSenior Secured First Lien DebtDelayed Draw1,085 1,085 
Community Brands ParentCo, LLCSenior Secured First Lien DebtRevolver542 542 

66
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
Demakes Borrower, LLCSenior Secured First Lien DebtDelayed Draw$1,323 $1,323 
Eliassen Group, LLCSenior Secured First Lien DebtDelayed Draw1,450 995 
Faraday Buyer, LLCSenior Secured First Lien DebtDelayed Draw1,851 1,851 
FGT Purchaser, LLCSenior Secured First Lien DebtRevolver976 634 
Galway Borrower, LLCSenior Secured First Lien DebtRevolver861 861 
Geosyntec Consultants, Inc.Senior Secured First Lien DebtDelayed Draw5,480 2,737 
Geosyntec Consultants, Inc.Senior Secured First Lien DebtRevolver2,017 2,017 
Gogo Intermediate Holdings, LLCSenior Secured First Lien DebtRevolver452 452 
IG Investments Holdings, LLCSenior Secured First Lien DebtRevolver632 632 
Indigo Buyer, Inc.Senior Secured First Lien DebtRevolver1,536 922 
IQN Holding Corp.Senior Secured First Lien DebtDelayed Draw660 660 
IQN Holding Corp.Senior Secured First Lien DebtRevolver503 503 
Knowledge Pro Buyer, Inc.Senior Secured First Lien DebtDelayed Draw7,323 6,281 
Knowledge Pro Buyer, Inc.Senior Secured First Lien DebtRevolver1,147 872 
Medical Management Resource Group, LLCSenior Secured First Lien DebtRevolver603 265 
Mirra-Primeaccess Holdings, LLCSenior Secured First Lien DebtRevolver3,429 2,572 
Odessa Technologies, Inc.Senior Secured First Lien DebtRevolver1,704 1,704 
PetVet Care Centers, LLCSenior Secured First Lien DebtDelayed Draw1,057 1,057 
PetVet Care Centers, LLCSenior Secured First Lien DebtRevolver1,057 1,057 
Pie Buyer, Inc.Senior Secured First Lien DebtDelayed Draw2,902 2,267 
Pie Buyer, Inc.Senior Secured First Lien DebtRevolver741 395 
Pluralsight, LLCSenior Secured First Lien DebtRevolver638 142 
Relativity Oda, LLCSenior Secured First Lien DebtRevolver196 196 
Saturn SHC Buyer Holdings, Inc.Senior Secured First Lien DebtRevolver4,012 4,012 
Sherlock Buyer Corp.Senior Secured First Lien DebtDelayed Draw1,454 1,454 
Sherlock Buyer Corp.Senior Secured First Lien DebtRevolver581 581 
Simplifi Holdings, Inc.Senior Secured First Lien DebtRevolver1,720 1,398 
SunMed Group Holdings, LLCSenior Secured First Lien DebtRevolver259 259 
The NPD Group, LPSenior Secured First Lien DebtRevolver943 773 
Trinity Air Consultants Holdings Corp.Senior Secured First Lien DebtDelayed Draw1,232 675 
Trinity Air Consultants Holdings Corp.Senior Secured First Lien DebtRevolver857 857 
Triple Lift, Inc.Senior Secured First Lien DebtRevolver1,393 859 
US Oral Surgery Management Holdco, LLCSenior Secured First Lien DebtRevolver527 527 
US Salt Investors, LLCSenior Secured First Lien DebtRevolver934 934 
Vensure Employer Services, Inc.Senior Secured First Lien DebtDelayed Draw3,771 3,311 
Victors CCC Buyer, LLCSenior Secured First Lien DebtDelayed Draw1,875 1,875 
Victors CCC Buyer, LLCSenior Secured First Lien DebtRevolver1,358 1,358 
West Coast Dental Services, Inc.Senior Secured First Lien DebtRevolver1,087 145 
Westwood Professional Services, Inc.Senior Secured First Lien DebtRevolver162 162 
WHCG Purchaser III, Inc.Senior Secured First Lien DebtRevolver1,821 5 
WIN Holdings III Corp.Senior Secured First Lien DebtRevolver1,908 1,908 

67
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
Zendesk, Inc.Senior Secured First Lien DebtDelayed Draw$5,304 $5,304 
Zendesk, Inc.Senior Secured First Lien DebtRevolver2,184 2,184 
$95,511 $76,471 
Litigation and Regulatory Matters
In the ordinary course of business, the Company may become subject to litigation, claims, and regulatory matters. The Company has no knowledge of material legal or regulatory proceedings pending or known to be contemplated against the Company at this time.
Indemnifications
In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that may result in the execution of these provisions against the Company. Based on its history and experience, management feels that the likelihood of such events are remote.
Note 7 - Economic Dependency
Under various agreements, the Company has engaged or will engage the Adviser and its affiliates to provide certain services that are essential to the Company, including asset management services, asset acquisition and disposition decisions, the sale of shares of the Company’s common stock available for issuance, as well as other administrative responsibilities for the Company including accounting services and investor relations.
As a result of these relationships, the Company is dependent upon the Adviser and its affiliates. In the event that these companies were unable to provide the Company with the respective services, the Company would be required to find alternative providers of these services.
Note 8 - Capital
Investor Commitments
The following table summarizes the total capital commitments and unfunded capital commitments of Common Stock and Series A Preferred Stock as of March 31, 2024 and as of December 31, 2023, excluding the impact of net assets acquired as a result of the Mergers:
As of March 31, 2024As of December 31, 2023
Capital CommitmentsUnfunded Capital CommitmentsCapital CommitmentsUnfunded Capital Commitments
Common Stock$375,461 $900 $375,461 $900 
Series A Preferred Stock77,500 — 77,500 — 
Total$452,961 $900 $452,961 $900 
Capital Drawdowns
For the three months ended March 31, 2024, there were no capital drawdowns of Common Stock. Refer to Note 17 - Merger with FBLC for shares of Common Stock issued in connection with the Mergers.



68
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
The following tables summarizes the total shares issued and proceeds related to capital drawdowns of Common Stock for the year ended December 31, 2023:
Share Issue DateShares IssuedNet Proceeds Received
For the year ended December 31, 2023
March 27, 2023532,871 $8,073 
July 31, 2023111,905 1,645 
Total Capital Drawdowns644,776 $9,718 
The issuances of Common Stock described above were exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from investors in the relevant Subscription Agreements that each investor is an "accredited investor," as defined in Regulation D under the Securities Act.
For the three months ended March 31, 2024, there were no capital drawdowns of Series A Preferred Stock.
The following table summarizes the total shares issued and proceeds, net of offering costs related to capital drawdowns of Series A Preferred Stock for the year ended December 31, 2023:
Share Issue DateShares IssuedNet Proceeds Received
For the year ended December 31, 2023
March 27, 202341,353 $41,291 
Total Capital Drawdowns41,353 $41,291 

69
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Note 9 - Common Stock
The following table reflects the net assets attributable to Common Stock activity for the three months ended March 31, 2024:
Common stock - sharesCommon stock - parAdditional paid in capitalTotal distributable earnings (loss)Total net assets attributable to common stock
Balance as of December 31, 202326,080,389 $26 $400,332 $(12,239)$388,119 
Net investment income (loss)— — — 49,737 49,737 
Net realized gain (loss) from investment transactions— — — 1,283 1,283 
Net change in unrealized appreciation (depreciation) on investments— — — (24,800)(24,800)
Accretion to redemption value of Series A redeemable convertible preferred stock— — — (5)(5)
Accrual of Series A redeemable convertible preferred stock distributions— — — (2,197)(2,197)
Distributions to common stockholders— — — (11,182)(11,182)
Issuance of shares in connection with the Mergers110,033,324 110 1,594,151 — 1,594,261 
Reinvested dividends221,360 03,342 — 3,342 
Balance as of March 31, 2024136,335,073 $136 $1,997,825 $597 $1,998,558 
The following table reflects the net assets attributable to Common Stock activity for the three months ended March 31, 2023:
Common stock - sharesCommon stock - parAdditional paid in capitalTotal distributable earnings (loss)Total net assets attributable to common stock
Balance as of December 31, 202224,609,132 $25 $375,557 $(3,161)$372,421 
Net investment income (loss)— — — 12,061 12,061 
Net realized gain (loss) from investment transactions— — — (161)(161)
Net change in unrealized appreciation (depreciation) on investments— — — (1,261)(1,261)
Accretion to redemption value of Series A redeemable convertible preferred stock— — — (3)(3)
Accrual of Series A redeemable convertible preferred stock distributions— — — (1,023)(1,023)
Distributions to common stockholders— — — (10,584)(10,584)
Issuance of common stock, net of issuance costs532,871 1 8,072 — 8,073 
Reinvested dividends197,903 — 2,994 — 2,994 
Balance as of March 31, 202325,339,906 $26 $386,623 $(4,132)$382,517 







70
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
The Company has adopted a distribution reinvestment plan (the “DRIP”) pursuant to which all cash dividends or distributions (“Distributions”) declared by the Board of Directors are reinvested on behalf of investors who do not elect to receive their Distributions in cash (the “Participants”). As a result, if the Board of Directors declares a Distribution, then stockholders who have not elected to “opt out” of the DRIP will have their Distributions automatically reinvested in additional shares of the Company's Common Stock at a price equal to net asset value (“NAV”) per share as estimated in good faith by the Company on the payment date. The timing and amount of Distributions to stockholders are subject to applicable legal restrictions and the sole discretion of the Board of Directors.
The following table reflects the Common Stock activity for the three months ended March 31, 2024:
SharesValue
Shares Sold110,033,324 $1,594,261 
Shares Issued through DRIP221,360 3,342 
110,254,684 $1,597,603 
The following table reflects the Common Stock activity for the year ended December 31, 2023:
SharesValue
Shares Sold642,732 $9,686 
Shares Issued through DRIP828,525 12,439 
1,471,257 $22,125 
Note 10 – Preferred Stock
On August 25, 2021, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation for the Series A Preferred Stock, which designates a total of 50.0 million shares of preferred stock as Series A Preferred Stock, par value $0.001 per share. On the same day, the Company entered into subscription agreements (collectively, the “Preferred Subscription Agreements”) with certain investors, pursuant to which the investors made new capital commitments (the “Preferred Capital Commitments”) to purchase shares of the Company’s Series A Preferred Stock. As of March 31, 2024, the Company has received total Preferred Capital Commitments of $77.5 million. Pursuant to their respective Preferred Subscription Agreements, each investor is required to fund drawdowns to purchase shares of the Series A Preferred Stock up to the amount of their respective capital commitments on an as-needed basis, upon a minimum of 10 business days prior notice at a per-share price equal to the liquidation preference (the “Liquidation Preference”). The sale and issuance of shares of Series A Preferred Stock is exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company shall rely, in part, upon representations from the Investors in the relevant Preferred Subscription Agreements that each Investor is an “accredited investor,” as defined in Regulation D under the Securities Act.
As of March 31, 2024, there were 50.0 million shares of preferred stock authorized, par value $0.001 per share, of which 77,500 shares of Series A Preferred Stock were issued and outstanding. As of December 31, 2023, there were 50.0 million shares of preferred stock authorized, par value $0.001 per share, of which 77,500 shares of Series A Preferred Stock were issued and outstanding. No shares outstanding of Series A Preferred Stock are redeemable before December 31, 2026.
Each holder of Series A Preferred Stock is entitled to a Liquidation Preference of $1,000.00 per share plus all dividends accrued and unpaid thereon. With respect to distributions, including the payment of dividends and distribution of the Company’s assets upon liquidation, dissolution, or winding-up, whether voluntary or involuntary, the Series A Preferred Stock will be senior to shares of Common Stock, will rank on parity with any other class or series of preferred stock that the Company is authorized to issue pursuant to its certificate of incorporation, whether such class or series is now existing or is created in the future, to the extent of the aggregate Liquidation Preference, which amount includes all accrued but unpaid dividends and will be subordinate to the rights of holders of our senior indebtedness.



71
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Dividends are payable on each outstanding share of Series A Preferred Stock quarterly in arrears at a rate equal to (1) for each fiscal quarter ending on or before September 30, 2022 (the “Initial Dividend Period”), the dividends that would have been paid in respect of each share of Series A Preferred Stock if it had been converted into a share of the Company’s Common Stock, on the first day of such quarter (or the date of issuance in the case of shares of Series A Preferred Stock issued after the first day of such quarter) at the applicable Conversion Rate (as defined below) and (2) for each quarter after the Initial Dividend Period, the greater of (i) an amount equal to $10.00 per share, subject to proration if such share is not outstanding for the full quarter, and (ii) the dividends that would have been paid in respect of such share of Series A Preferred Stock if it had been converted into a share of Common Stock on the first day of such quarter (or the date of issuance in the case of shares of Series A Preferred Stock issued after the first day of such quarter) at the applicable Conversion Rate.
The Series A Preferred Stock is convertible (a) by the Company, in its sole discretion, at any time commencing on the closing date of a liquidity event, as defined by the Confidential Private Placement Memorandum of Franklin BSP Capital Corporation, dated September 2020, or (b) by the holders thereof at any time commencing six months following the closing date of a liquidity event, in each case, into the number of shares of Common Stock equal to (1) the Liquidation Preference divided by (2) the price paid by investors for shares of Common Stock at the time of the purchase of such share of Series A Preferred Stock or if the purchase of such share of Series A Preferred Stock did not occur concurrent with a sale of Common Stock by the Company at the net asset value per share of Common Stock determined within 48 hours (excluding Sundays and holidays) of the purchase of such share of Series A Preferred Stock (the “Conversion Rate”). The Company has the right to redeem the Series A Preferred Stock at any time, and from time to time, on or after August 23, 2029 upon 90 days prior notice to holders of Series A Preferred Stock. As of March 31, 2024 and December 31, 2023, a liquidity event had not commenced.
The holders of the Preferred Stock are generally entitled to vote with the holders of the shares of Common Stock on all matters submitted for a vote to the common stockholders (voting together with the holders of shares of Common Stock as one class) on an as-converted basis, subject to certain limitations.
The following table presents the activity in the Company’s Series A Preferred Stock for the three months ended March 31, 2024:
Series A Preferred StockSharesAmount
Beginning Balance, December 31, 202377,500 $77,398 
Amortization of offering costs— 5 
Ending Balance, March 31, 202477,500 $77,403 
The following table presents the activity in the Company’s Series A Preferred Stock for the three months ended March 31, 2023:
Series A Preferred StockSharesAmount
Beginning Balance, December 31, 202236,147 $36,093 
Issuance of Preferred Stock41,353 41,353 
Offering costs— (65)
Amortization of offering costs— 3
Ending Balance, March 31, 202377,500 $77,384 
Note 11 - Share Repurchase Program

The Company intends to conduct annual tender offers pursuant to its share repurchase program (“SRP”). The Company’s Board of Directors considers the following factors in making its determination regarding whether to cause the Company to offer to repurchase shares and under what terms:

• the effect of such repurchases on the Company's qualification as a RIC (including the consequences of any necessary asset sales);
• the liquidity of the Company's assets (including fees and costs associated with disposing of assets);
• the Company's investment plans and working capital requirements;

72
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
• the relative economies of scale with respect to the Company's size;
• the Company's history in repurchasing shares or portions thereof;
• the condition of the securities markets.
The Company intends to continue to limit the number of shares to be repurchased in any calendar year to the lesser of (i) 10% of the weighted average number of shares outstanding in the prior calendar year or (ii) the number of shares of common stock the Company is able to repurchase with the proceeds received from the sale of shares of common stock under the DRIP during the relevant redemption period. In addition, in the event of a stockholder’s death or disability, the Company may, in its sole discretion, accept up to the full amount tendered by such stockholder of the current net asset value per share. Any repurchases of shares made in connection with a stockholder’s death or disability may be included within the overall limitation imposed on tender offers during the relevant redemption period, which provides that the Company may limit the number of shares to be repurchased during any redemption period to the number of shares of common stock the Company is able to repurchase with the proceeds received from the sale of shares of common stock under the DRIP during such redemption period.

Note 12 - Earnings Per Share
Basic and diluted earnings per share (“EPS”) are computed using the two-class method, which considers participating securities as a separate class of shares. The two-class method is an earnings allocation formula that determines EPS for common stock according to dividends distributed and participation rights in undistributed earnings. The Company’s participating securities consist of its Series A Preferred Stock. Basic earnings per share is computed by dividing earnings available to common stockholders, adjusted to exclude earnings allocated to participating securities, by the weighted average number of shares outstanding during the period. Other potentially dilutive shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. The following information sets forth the computation of the weighted average basic and diluted net increase in net assets per share resulting from operations for the three months ended March 31, 2024 and 2023.
For the three months ended March 31,
Numerator20242023
Net increase (decrease) in net assets resulting from operations$26,220 $10,639 
Less: cumulative preferred stock dividends(1,686)(2,197)
Less: changes in carrying value of redeemable securities(5)(3)
Numerator for EPS - income available to common stockholders$24,529 $8,439 
Denominator
Weighted average common shares outstanding101,246,978 24,648,293 
Basic and diluted earnings per share$0.24 $0.34 


73
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)

Note 13 — Distributions

The following table reflects the distributions declared on shares of the Company’s Common Stock during the three months ended March 31, 2024:

Date DeclaredRecord DatePayment DateAmount Per Share
For the Three Months Ended March 31, 2024
January 9, 2024January 10, 2024January 11, 2024$0.43

The following table reflects the distributions declared on shares of the Company’s Common Stock during the three months ended March 31, 2023:

Date DeclaredRecord DatePayment DateAmount Per Share
For the Three Months Ended March 31, 2023
February 24, 2023February 24, 2023March 24, 2023$0.43


The following table reflects the distributions declared on shares of the Company’s Series A Preferred Stock during the three months ended March 31, 2024:

Date DeclaredRecord DatePayment DateAmount Per Share
For the Three Months Ended March 31, 2024
January 9, 2024January 10, 2024January 11, 2024$28.35

The following table reflects the distributions declared on shares of the Company’s Series A Preferred Stock during the three months ended March 31, 2023:

Date DeclaredRecord DatePayment DateAmount Per Share
For the Three Months Ended March 31, 2023
February 24, 2023February 24, 2023March 24, 2023$28.31


74
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)

Note 14 — Income Tax Information and Distributions to Stockholders
The Company has elected to be treated for federal income tax purposes as a RIC under the Code. Generally, a RIC is exempt from federal income taxes if it meets, certain quarterly asset diversification requirements, annual income tests, and distributes to stockholders its ‘‘investment company taxable income,’’ as defined in the Code, each taxable year. Distributions declared prior to the filing of the previous year's tax return and paid up to one year after the previous tax year can be carried back to the prior tax year for determining the distributions paid in such tax year. The Company intends to make sufficient distributions to maintain its RIC status each year. The Company may also be subject to federal excise taxes of 4%.
A RIC is limited in its ability to deduct expenses in excess of its “investment company taxable income” (which is, generally, ordinary income plus net realized short-term capital gains in excess of net realized long-term capital losses). If the Company's expenses in a given taxable year exceed gross taxable income (e.g., as the result of large amounts of equity-based compensation), it would incur a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent taxable years and such net operating losses do not pass through to the RIC’s stockholders. In addition, deductible expenses can be used only to offset investment company taxable income, not net capital gain. A RIC may not use any net capital losses (that is, realized capital losses in excess of realized capital gains) to offset the RIC’s investment company taxable income, but may carry forward such net capital losses, and use them to offset capital gains indefinitely. Due to these limits on the deductibility of expenses and net capital losses, the Company may for tax purposes have aggregate taxable income for several taxable years that it is required to distribute and that is taxable to stockholders even if such taxable income is greater than the aggregate net income the Company actually earned during those taxable years. Such required distributions may be made from the Company cash assets or by liquidation of investments, if necessary. The Company may realize gains or losses from such liquidations. In the event the Company realizes net capital gains from such transactions, the Company may make a larger capital gain distribution than it would have made in the absence of such transactions.
Depending on the level of taxable income earned in a tax year, for excise tax purposes the Company may choose to carry forward taxable income in excess of current year distributions into the next tax year and incur a 4% U.S. federal excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned.

The Company did not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740-10-25, Income Taxes (“ASC Topic 740”), nor did the Company have any unrecognized tax benefits as of the periods presented herein. The Company’s current tax year, 2023, 2022, and 2021 federal and state tax returns remain subject to examination by the Internal Revenue Service and state departments of revenue.

As of March 31, 2024, the Company’s domestic subsidiaries are expected to have net operating losses and unrealized gains. As a result, the Company has deferred tax assets of $16.9 million and deferred tax liabilities of $(30.8) million. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The Company has concluded future reversal of existing temporary differences is sufficient to support a conclusion that a valuation allowance is not necessary as of March 31, 2024. As a result, no valuation allowance was recorded for the deferred tax assets as of March 31, 2024.

As of December 31, 2023, the Company’s domestic subsidiary had a net operating loss and unrealized gain. As a result, the Company had a deferred tax asset of $6.0 million and a deferred tax liability of $(7.6) million. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The future realization of the tax benefits of existing deductible temporary differences or carryforwards ultimately depend on the existence of sufficient taxable income in the carryback (if permitted under the tax law) and carryforward periods. The Company has concluded future reversal of existing taxable temporary differences is sufficient to support a conclusion that a valuation allowance is not necessary as of December 31, 2023. As a result, no valuation allowance was recorded for the deferred tax assets as of December 31, 2023.

The deferred tax asset valuation allowance, if applicable, has been determined pursuant to the provisions of ASC Topic 740, including the Company's estimation of future taxable income, if necessary, and is adequate to reduce the total deferred tax asset to an amount that will more likely than not be realized.


75
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)

Note 15 - Financial Highlights
The following is a schedule of financial highlights for the three months ended March 31, 2024 and 2023:
For the three months ended March 31,
20242023
Per share data:
Net asset value attributable to common stock, beginning of period$14.88 $15.13 
Results of operations (1)
Net investment income (loss)0.49 0.49 
Net realized and unrealized gain (loss) on investments, net of change in deferred taxes(0.23)(0.06)
Net increase (decrease) in net assets resulting from operations attributable to common stockholders and participating securities0.26 0.43 
Accretion to redemption value of Series A redeemable convertible preferred stock (1)(9)
— — 
Accrual of Series A redeemable convertible preferred stock distributions (1)
(0.02)(0.04)
Net increase (decrease) in net assets resulting from operations attributable to common stockholders0.24 0.39 
Stockholder distributions (2)
Common stockholder distributions from net investment income(0.43)(0.43)
Net decrease in net assets resulting from stockholder distributions(0.43)(0.43)
Other (3)
(0.03)0.01 
Net asset value attributable to common stock, end of period$14.66 $15.10 
Common shares outstanding at end of period136,335,073 25,339,906 
Total return (4)
1.31 %2.61 %
Ratio/Supplemental data attributable to common stock:
Total net assets attributable to common stock, end of period$1,998,558 $382,517 
Ratio of net investment income to average net assets attributable to common stock (5)
18.90 %12.96 %
Ratio of total expenses to average net assets attributable to common stock (5)(6)
13.55 %11.61 %
Ratio of total net expenses to average net assets attributable to common stock (5)(7)
13.55 %11.13 %
Portfolio turnover rate (8)
3.17 %1.70 %

(1) The per share data was derived by using the weighted average common shares outstanding during the period.
(2) The per share data for distributions reflects the actual amount of distributions declared per share during the period.
(3) Represents the impact of calculating certain per share amounts based on weighted average common shares outstanding during
the period and certain per share amounts based on common shares outstanding as of period end.
(4) Total return is calculated assuming a purchase of shares of Common Stock at the current net asset value attributable to Common Stock on the first day and a sale at the current net asset value attributable to Common Stock on the last day of the periods reported. Common Stock distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the DRIP. Total return is not annualized.
(5) Ratios are annualized, except for incentive fees and waivers.
(6) Ratio of total expenses to average net assets attributable to common stock is calculated using total operating expenses, including income tax expense, over average net assets attributable to common stock.

76
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
(7) Ratio of net expenses to average net assets attributable to common stock is calculated using total operating expenses, including income tax expense, less applicable waivers over average net assets attributable to common stock.
(8) Portfolio turnover rate is calculated using the lesser of year-to-date purchases or sales over the average of the invested assets at fair value.
(9) Rounds to less than $0.01 per share.
Note 16 - Schedules of Investments and Advances to Affiliates
The following table presents the Schedule of Investments and Advances to Affiliates for the three months ended March 31, 2024:
Portfolio Company (1)
Type of AssetAmount of dividends and interest included in incomeBeginning Fair Value at December 31, 2023Gross additions*Gross reductions**Realized Gain/(Loss)
Change in Unrealized Gain (Loss) (7)
Fair Value at March 31, 2024
Control Investments
CRS-SPV, Inc. (2) (5)(6)
Senior Secured First Lien Debt$— $— $45 $(45)$— $— $— 
Danish CRJ, Ltd. (2) (3) (6)
Equity/Other Investments— — — — — — — 
FBLC Senior Loan Fund, LLC (2)(4)(6)
Joint Venture6,843 — 304,934 501 — (501)304,934 
Kahala Ireland OpCo Designated Activity Company (2) (3) (6)
Equity/Other Investments— — — — — — — 
Kahala Ireland OpCo Designated Activity Company (2) (3) (6)(8)
Equity/Other Investments— — 537 1 — 14 552 
Kahala US OpCo, LLC (2) (3) (6)
Equity/Other Investments— — — — — — — 
Lakeview Health Holdings, Inc. (2) (5)(6)
Senior Secured First Lien Debt19 — 714 (714)— — — 
Lakeview Health Holdings, Inc. (2) (5)(6)
Senior Secured First Lien Debt4 — 227 (227)— — — 
MGTF Holdco, LLC (2) (3) (6)
Equity/Other Investments— — — — — — — 
MGTF Radio Company, LLC (2) (6)
Senior Secured First Lien Debt8,790 — 45,326 (313)3 (7,791)37,225 
Post Road Equipment Finance, LLC (2) (6)
Subordinated Debt782 11,000 24,000 (14,961)— (39)20,000 
Post Road Equipment Finance, LLC (2) (6)
Subordinated Debt33 — 4,000 (3,993)— (7)— 
Post Road Equipment Finance, LLC (2) (6)
Subordinated Debt1,788 24,500 38,123 63 — (86)62,600 
Post Road Equipment Finance, LLC (2) (6)
Equity/Other Investments2,468 32,600 86,699 142 — (208)119,233 
Siena Capital Finance, LLC (2) (6)
Subordinated Debt1,321 — 59,500 (4,902)(8)(90)54,500 
Siena Capital Finance, LLC (2) (6)
Equity/Other Investments2,762 — 77,310 127 — (127)77,310 
WPNT, LLC (2) (3) (6)
Equity/Other Investments— — — — — — — 
Total Control Investments$24,810 $68,100 $641,415 $(24,321)$(5)$(8,835)$676,354 
Affiliate Investments
CRS-SPV, Inc. (3) (6)
Equity/Other Investments$— $— $1,559 $3 $— $(3)$1,559 
First Eagle Greenway Fund II, LLC (3)
Equity/Other Investments— — 374 1 — (37)338 
Integrated Efficiency Solutions, Inc. (3) (6)
Equity/Other Investments— — — — — — — 
Integrated Efficiency Solutions, Inc. (3) (6)
Equity/Other Investments— — — — — — — 
Integrated Efficiency Solutions, Inc. (6)
Senior Secured First Lien Debt1 — 210 — — — 210 
Integrated Efficiency Solutions, Inc. (6)
Senior Secured First Lien Debt20 — 1,407 (1)— (2)1,404 

77
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Portfolio Company (1)
Type of AssetAmount of dividends and interest included in incomeBeginning Fair Value at December 31, 2023Gross additions*Gross reductions**Realized Gain/(Loss)
Change in Unrealized Gain (Loss) (7)
Fair Value at March 31, 2024
Integrated Efficiency Solutions, Inc. (6)
Senior Secured Second Lien Debt$67 $— $879 $1 $— $(59)$821 
Lakeview Health Holdings, Inc. (6)
Senior Secured First Lien Debt1 — 97 — — — 97 
Lakeview Health Holdings, Inc. (6)
Senior Secured First Lien Debt— — 1,112 — — (2)1,110 
Lakeview Health Holdings, Inc. (6)
Senior Secured First Lien Debt— — 619 1 — 19 639 
Lakeview Health Holdings, Inc. (3) (6)
Equity/Other Investments— — — — — — — 
NewStar Arlington Senior Loan Program, LLC 14-1A FR (6)
Collateralized Securities159 — 4,177 — — 60 4,237 
NewStar Arlington Senior Loan Program, LLC 14-1A SUB (6)
Collateralized Securities236 — 5,473 (710)— (702)4,061 
Newstar Fairfield Fund CLO, Ltd. 2015-1RA F (6)
Collateralized Securities879 — 9,202 — — (1,969)7,233 
Newstar Fairfield Fund CLO, Ltd. 2015-1RA SUB (6)
Collateralized Securities— — — — — — — 
ORG GC Holdings, LLC (6)
Senior Secured Second Lien Debt177 — 4,851 8 — (28)4,831 
ORG GC Holdings, LLC (6)
Senior Secured First Lien Debt235 — 10,111 17 — (17)10,111 
ORG GC Holdings, LLC (6)
Senior Secured First Lien Debt1 — — — — — — 
ORG GC Holdings, LLC (3) (6)
Equity/Other Investments— — — — — — — 
ORG GC Holdings, LLC (3) (6)
Equity/Other Investments— — — — — — — 
PennantPark Credit Opportunities Fund II, LP (3)
Equity/Other Investments— — 960 2 — (61)901 
Tax Defense Network, LLC (6)
Senior Secured First Lien Debt— — 925 2 — (123)804 
Tax Defense Network, LLC (6)
Senior Secured First Lien Debt— — 164 — — (21)143 
Tax Defense Network, LLC (6)
Senior Secured First Lien Debt— — 4,734 7 — 136 4,877 
Tax Defense Network, LLC (3) (6)
Equity/Other Investments— — — — — — — 
Tax Defense Network, LLC (3) (6)
Equity/Other Investments— — — — — — — 
Tennenbaum Waterman Fund, LP (3)
Equity/Other Investments— — 8,754 14 — (1)8,767 
 Total Affiliate Investments$1,776 $— $55,608 $(655)$— $(2,810)$52,143 
Total Control & Affiliate Investments$26,586 $68,100 $697,023 $(24,976)$(5)$(11,645)$728,497 
—–—–—–—–—–
*    Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company into this category from a different category. Includes investments acquired in connection with the Mergers.
**    Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company out of this category into a different category.
(1)The principal amount and ownership detail are shown in the Consolidated Schedules of Investments.
(2)This investment was not deemed significant under Regulation S-X as of March 31, 2024.
(3)Investment is non-income producing at March 31, 2024.

78
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
(4)The Company and CCLF are the members of SLF, a joint venture formed as a Delaware limited liability company that is not consolidated by either member for financial reporting purposes. The members make investments in SLF in the form of LLC equity interests as SLF makes investments, and all portfolio and other material decisions regarding SLF must be submitted to SLF’s board of directors which is comprised of an equal number of members appointed by each the Company and CCLF. Because management of SLF is shared equally between us and CCLF, we do not believe we control SLF for purposes of the 1940 Act or otherwise.
(5)Investment no longer held as of March 31, 2024.
(6)The fair value of investments with respect to securities for which market quotations are not readily available is determined in good faith by the Company's Board of Directors as required by the 1940 Act. Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).
(7)Gross of net change in deferred taxes in the amount of (0.3) million.
(8)See Note 3 - Fair Value of Financial Instruments and the relevant portfolio company audited financial statements for additional disclosure

Dividends and interest for the three months ended March 31, 2024 attributable to Controlled and Affiliated investments no longer held as of March 31, 2024 were $23.4 thousand.
Realized gain (loss) for the three months ended March 31, 2024 attributable to Controlled and Affiliated investments no longer held as of March 31, 2024 was $(0.1) thousand.
Change in unrealized gain (loss) for the three months ended March 31, 2024 attributable to Controlled and Affiliated investments no longer held as of March 31, 2024 was $0.0 thousand.

The following table presents the Schedule of Investments and Advances to Affiliates for the year ended December 31, 2023:
Portfolio Company (1)
Type of AssetAmount of dividends and interest included in incomeBeginning Fair Value at December 31, 2022Gross additions*Gross reductions**Realized Gain/(Loss)Change in Unrealized GainFair Value at December 31, 2023
Control Investments
Post Road Equipment Finance, LLC (2)
Equity/Other$2,700 $30,742 $1,883 $— $— $(25)$32,600 
Post Road Equipment Finance, LLC (2)
Subordinated Debt1,237 6,914 5,029 (987)— 44 11,000 
Post Road Equipment Finance, LLC (2)
Subordinated Debt3,205 24,500 11 — — (11)24,500 
Total Control Investments$7,142 $62,156 $6,923 $(987)$— $8 $68,100 
—–—–—–—–—–
* Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company into this category from a different category.
** Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company out of this category into a different category.
(1) The principal/share amount and ownership detail are shown in the consolidated schedules of investments.
(2) The fair value of investments with respect to securities for which market quotations are not readily available is determined in good faith by the Company's Board of Directors as required by the 1940 Act. Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).


79
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Note 17 - Merger with FBLC

On January 24, 2024, the Company completed its previously announced acquisition of FBLC. Pursuant to the Merger Agreement, Merger Sub was first merged with and into FBLC, with FBLC continuing as the surviving company, and, immediately following the Merger, FBLC was then merged with and into the Company, with the Company continuing as the surviving company. In accordance with the terms of the Merger Agreement, at the effective time, each outstanding share of FBLC's common stock was converted into the right to receive 0.4647 shares of the Company's common stock. As a result of the Mergers, the Company issued an aggregate of 110.0 million shares of its common stock to FBLC stockholders.

    The Merger was accounted for as an asset acquisition of FBLC by the Company in accordance with the asset acquisition method of accounting as detailed in ASC 805, Business Combinations, with the fair value of total consideration paid, including transaction costs, in conjunction with the Mergers allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Mergers. Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition was allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying” assets (for example cash) and does not give rise to goodwill. As a result, the purchase price premium was allocated to the cost basis of the FBLC investments acquired by the Company on a pro-rata basis based on their relative fair values as of the effective time of the Merger. The Company will be the accounting survivor of the Mergers. The purchase premium allocated to the debt investments acquired will amortize over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized depreciation on such investment acquired through its ultimate disposition. The purchase premium allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation on disposition of such equity investments acquired. The Merger constitutes an integrated plan of the type contemplated in Internal Revenue Service Revenue Ruling 2001-46 and will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. The Company has carried forward the historical cost basis of FBLC investments for tax purposes. As a result of the Merger, the Company is subject to an annual limit on its use of some of its unrealized capital losses to offset capital gains in future periods. If those losses are realized and the limitation prevents the Company from using any of those losses in a future period, those capital losses will be available to offset capital gains in subsequent periods. Additionally, net operating losses of one of the Company’s domestic subsidiaries is subject to an annual limitation. Losses subject to limitation will be available in subsequent periods.

The following table summarizes the allocation of consideration paid to the assets acquired and liabilities assumed as a result of the Mergers:
Common Stock issued by the Company$1,594,261 
Transaction costs4,623 
Consideration Paid$1,598,884
Investments$2,814,321 
Cash and cash equivalents58,478 
Other Assets48,585 
Total Assets Acquired$2,921,384
Debt$1,286,190 
Other Liabilities40,933 
Total liabilities acquired$1,327,123
Total net assets acquired$1,594,261


80
FRANKLIN BSP CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended March 31, 2024
(Unaudited)
Note 18 - Subsequent Events

In preparing these financial statements, the Company’s management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.

Capital Call

On April 24, 2024, pursuant to a drawdown notice previously delivered to investors, the Company issued and sold approximately 61,058 shares of the Company’s Common Stock for an aggregate offering price of approximately $0.9 million.

Notes Issuance

On April 29, 2024, the Company entered into a purchase agreement (the “Purchase Agreement”) by and among the Company, the Adviser, Benefit Street Partners L.L.C. and J.P. Morgan Securities LLC, BofA Securities, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers (the “Initial Purchasers”), in connection with the issuance and sale of $300.0 million aggregate principal amount of the Company’s 7.20% Notes due 2029 (the “2029 Notes”) in a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The 2029 Notes were issued on May 6, 2024, pursuant to the 2021 Indenture, between the Company and U.S. Bank Trust Company, National Association, and a Third Supplemental Indenture, dated as of May 6, 2024 (the “Third Supplemental Indenture”), between the Company and U.S. Bank Trust Company, National Association.

The 2029 Notes were issued at 98.91% of their par value with a coupon at 7.20%. Interest on the 2029 Notes is payable semi-annually on June 15 and December 15 of each year commencing on December 15, 2024. The 2029 Notes will mature on June 15, 2029. The 2029 Notes offering closed on May 6, 2024.

Distribution Declarations

On May 7, 2024, the Board of Directors declared a regular quarterly distribution of $0.29 per share of Common Stock and a special distribution of $0.04 per share of Common Stock, both of which will be paid on or around May 13, 2024 to stockholders of record as of May 7, 2024.

On May 7, 2024, the Board of Directors declared a distribution of $21.76 per share of Series A Preferred Stock, which will be paid on or around May 13, 2024 to stockholders of record as of May 7, 2024.

Shares Repurchase Program
On February 29, 2024, the Company offered to purchase up to approximately 2.7 million shares of its common stock pursuant to its SRP at a price equal to $14.49 per share. The offer expired on April 9, 2024. On May 7, 2024, the Company purchased 2.7 million shares of its common stock for aggregate consideration of $38.8 million pursuant to the limitations of the SRP as detailed in Note 11 - Share Repurchase Program.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of Franklin BSP Capital Corporation (the "Company," "FBCC," "we," “us,” or "our") and the notes thereto and other financial information included elsewhere in this Quarterly Report on Form 10-Q. We are externally managed by our adviser, Franklin BSP Capital Adviser L.L.C. (the “Adviser”).
Forward Looking Statements
This report, and other statements that we may make, may contain forward-looking statements with respect to future financial or business performance, strategies, or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions.
Forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and we assume no duty to and do not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.
In addition to factors previously disclosed in our U.S. Securities and Exchange Commission (“SEC”) reports and those identified elsewhere in this report, including the “Risk Factors” section, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:
•our future operating results;
•changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of rising interest rates and a potential global recession;
•the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing conflicts in the Middle East and Eastern Europe;
•the impact of the investments that we expect to make;
•the ability of our portfolio companies to achieve their objectives;
•our contractual arrangements and relationships with third parties;
•our expected financings and investments;
•the adequacy of our cash resources and working capital;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•our repurchase of shares;
•actual and potential conflicts of interest with our Adviser (as defined below) and its affiliates;
•the dependence of our future success on the general economy and its effect on the industries in which we invest;
•the ability to qualify and maintain our qualifications as a regulated investment company (“RIC”) and a business development company (“BDC”);
•the timing, form, and amount of any distributions;
•the impact of fluctuations in interest rates on our business;
•the valuation of any investments in portfolio companies, particularly those having no liquid trading market;
•the impact of changes to generally accepted accounting principles;
•the impact of changes to tax legislation and, generally, our tax position;
•the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;
•the ability of our Adviser and its affiliates to attract and retain highly talented professionals;

82

•the ability to realize the anticipated benefits of the Mergers (as defined below);
•the effects of disruption on our business from the Mergers; and
•the combined company’s plans, expectations, objectives and intentions as a result of the Mergers.
You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligations to update any forward-looking statement to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.
Overview
We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC, and has elected to be treated for U.S. federal income tax purposes, as a RIC under the Code. We are managed by the Adviser. The Adviser is an affiliate of Benefit Street Partners. Our Adviser is a Delaware limited liability company that is registered as an investment adviser under the Advisers Act. Our Adviser oversees the management of our activities and is responsible for making investment decisions with respect to our portfolio.
Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We intend to invest primarily in first and second lien senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. We define middle market companies as those with EBITDA of between $25 million and $100 million annually, although we may invest in larger or smaller companies. We also may purchase interests in loans or corporate bonds through secondary market transactions. We expect that each investment generally will range between approximately 0.5% and 3.0% of our total assets. As of March 31, 2024, 79.5% of our portfolio was invested in senior secured loans.
Senior secured loans generally are senior debt instruments that rank ahead of subordinated debt and equity in priority of payments and are generally secured by liens on the operating assets of a borrower which may include inventory, receivables, plant, property and equipment. Mezzanine debt is subordinated to senior loans and is generally unsecured.
On December 18, 2020, we completed our Initial Closing of Capital Commitments to purchase shares of our Common Stock to investors in a private placement in reliance on exemptions from the registration requirements of the Securities Act. Since our Initial Closing, we held additional closings and received aggregate Capital Commitments to purchase Common Stock. As of March 31, 2024, investors had made aggregate Capital Commitments to purchase Common Stock of $375.5 million. At each closing of the private placement, each investor will make a Capital Commitment to purchase shares of Common Stock pursuant to a Subscription Agreement entered into with us. Investors will be required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective Capital Commitments on an as-needed basis each time we deliver a notice to the investors. Closings of the private placement of our Common Stock occurred, from time to time, during the Initial Closing Period which our Board of Directors extended such that it ended December 18, 2023. After the Initial Closing Period, we may permit one or more additional closings of the private placement of our Common Stock with the approval of our Board of Directors.

On August 25, 2021, we filed the Certificate of Designation for the Series A Preferred Stock. On the same day, we entered into the Preferred Subscription Agreements with certain investors, pursuant to which investors made new Preferred Capital Commitments to purchase shares of our Series A Preferred Stock. As of March 31, 2024, total Preferred Capital Commitments of Series A Preferred Stock were$77.5 million.

On January 24, 2024, we consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) with Franklin BSP Lending Corporation, a Maryland corporation (“FBLC”), Franklin BSP Merger Sub, Inc., a Maryland corporation and our direct wholly-owned subsidiary (“Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser. In connection therewith, Merger Sub merged with and into FBLC (the “Merger”), with FBLC continuing as the surviving company and as our wholly-owned subsidiary, followed by FBLC merging with and into us (together with the Merger, the “Mergers”), and with us continuing as the surviving company. See Note 17 - Merger with FBLC for further information regarding the Mergers.



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Financial and Operating Highlights
(Dollars in thousands, except per share amounts)
At March 31, 2024:
Investment Portfolio$3,476,614 
Net assets attributable to common stock1,998,558 
Debt (net of deferred financing costs)1,479,246 
Secured borrowings30,758 
Net asset value per share attributable to common stock14.66 
Portfolio Activity for the Three Months Ended March 31, 2024:
Purchases during the period67,114 
Sales, repayments, and other exits during the period153,894 
Number of portfolio companies at end of period145
Operating Results for the Three Months Ended March 31, 2024:
Net investment income (loss) per share0.49 
Net increase (decrease) in net assets resulting from operations attributable to common stockholders and participating securities0.26 
Net investment income (loss)49,737 
Net realized and unrealized gain (loss)(23,517)
Net increase (decrease) in net assets resulting from operations attributable to common stockholders24,018 
Portfolio and Investment Activity
We invest primarily in first and second lien senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. We define middle market companies as those with EBITDA of between $25 million and $100 million annually, although we may invest in larger or smaller companies. We also may purchase interests in loans or corporate bonds through secondary market transactions.

During the three months ended March 31, 2024, we made $67.1 million of investments in new portfolio companies and had $153.9 million in aggregate amount of sales and repayments, resulting in net investments of $(86.8) million for the period, excluding any impact from the Mergers. The total portfolio of debt investments at fair value consisted of 95.0% bearing variable interest rates and 5.0% bearing fixed interest rates.
















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Our portfolio composition, based on fair value at March 31, 2024 was as follows:
March 31, 2024
Percentage of
Total Portfolio(4)
Weighted Average Current Yield for Total Portfolio (1)
Senior Secured First Lien Debt74.9 %12.1 %
Senior Secured Second Lien Debt4.6 15.7 
Subordinated Debt3.9 12.8 
Debt Subtotal83.4 %12.3 %
Collateralized Securities (2)
0.5 20.4 
Equity/Other (3)
7.3 8.3 
FBLC Senior Loan Fund LLC (3)
8.8 9.0 
Total100.0 %11.8 %
(1) Includes the effect of the amortization or accretion of loan premiums or discounts.
(2) Weighted average current yield for Collateralized Securities is based on the estimation of effective yield to expected maturity for each security as calculated in accordance with Accounting Standards Codification ("ASC") Topic 325-40-35, Beneficial Interests in Securitized Financial Assets (see Note 2 - Summary of Significant Accounting Policies).
(3) Weighted average current yield for Equity/Other may be based on actual or annualized income, where applicable.
(4) As of March 31, 2024, FBLC Senior Loan Fund, LLC's holdings consisted of 91.6% senior secured debt, of which 89.5% represented senior secured first lien debt. As of March 31, 2024, we held investments in Siena Capital Finance, LLC ("Siena") consisting of subordinated debt and equity, which represented 1.6% and 2.2% of our total portfolio, respectively. As of March 31, 2024, we held investments in Post Road Equipment Finance, LLC (“Post Road”) consisting of subordinated debt and equity, which represented 2.4% and 3.4% of our total portfolio, respectively. The respective businesses of Siena and Post Road primarily involve making senior secured asset-based loans to middle market companies and equipment finance transactions secured by mission-critical equipment of middle market companies, respectively. If the underlying investments of FBLC Senior Loan Fund described above were held by us and we were to treat the investments in Siena and Post Road as senior secured first lien investments, given the underlying businesses of those portfolio companies, then our portfolio composition as of March 31, 2024 would be as follows:
March 31, 2024
Percentage of
Total Portfolio
Senior Secured First Lien Debt92.0 %
Senior Secured Second Lien Debt4.5 
Senior Secured - Subtotal96.5 %
Collateralized Securities2.0 
Equity/Other1.5 
Total100.0 %
During the year ended December 31, 2023, we made $77.0 million of investments in new portfolio companies and had $101.7 million in aggregate amount of sales and repayments, resulting in net investments of $(24.7) million for the period. The total portfolio of debt investments at fair value consisted of 98.0% bearing variable interest rates and 2.0% bearing fixed interest rates.





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Our portfolio composition, based on fair value at December 31, 2023 was as follows:

December 31, 2023
Percentage of
Total Portfolio(1)
Weighted Average Current Yield for Total Portfolio (2)
Senior Secured First Lien Debt83.6 %12.1 %
Senior Secured Second Lien Debt6.9 13.4 
Subordinated Debt4.7 13.2 
Debt Subtotal95.2 %12.2 %
Equity/Other
4.8 7.8 
Total100.0 %12.0 %
(1) As of December 31, 2023, we held investments in Post Road Equipment Finance, LLC (“Post Road”) consisting of subordinated debt and equity, which represented 4.7% and 4.3% of our total portfolio, respectively. Post Road’s primary business involves equipment finance transactions secured by mission-critical equipment of middle market companies. If we were to treat the investments in Post Road as senior secured first lien investments, given the underlying business of this portfolio company, then our portfolio composition as of December 31, 2023 would be as follows:
December 31, 2023
Percentage of
Total Portfolio
Senior Secured First Lien Debt92.6 %
Senior Secured Second Lien Debt6.9 
Senior Secured - Subtotal99.5 %
Equity/Other
0.5 
Total100.0 %
(2) Includes the effect of the amortization or accretion of loan premiums or discounts.

Portfolio Asset Quality
Our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser grades the credit risk of all debt investments on a scale of 1 to 5 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio debt investment relative to the inherent risk at the time the original debt investment was made (i.e., at the time of acquisition), although it may also take into account under certain circumstances the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors.
Loan RatingSummary Description
1Debt investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since the time of investment are favorable.
2Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable. All investments are initially rated a “2”.
3Performing debt investment requiring closer monitoring. Trends and risk factors show some deterioration.
4Underperforming debt investment. Some loss of interest or dividend expected, but still expecting a positive return on investment. Trends and risk factors are negative.
5Underperforming debt investment with expected loss of interest and some principal.

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The weighted average risk rating of our investments based on fair value was 2.3 and 2.3 as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024 we had six portfolio companies on non-accrual with a total amortized cost of $45.7 million and fair value of $35.6 million, which represented 1.3% and 1.0% of the investment portfolio's total amortized cost and fair value, respectively. As of December 31, 2023, we had no portfolio companies on non-accrual status. The increase of portfolio companies on non-accrual status was partially a result of the Mergers; whereby, we acquired FBLC’s assets, including its non-accrual assets. Refer to Note 2 - Summary of Significant Accounting Policies for additional details regarding our non-accrual policy.
FBLC Senior Loan Fund, LLC
On January 24, 2024, as a result of the consummation of the Mergers, we became party to the joint venture formed on January 20, 2021, between FBLC and Cliffwater Corporate Lending Fund (“CCLF”), FBLC Senior Loan Fund, LLC (“SLF”). SLF invests primarily in senior secured loans, and to a lesser extent may invest in mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. SLF was formed as a Delaware limited liability company and is not consolidated by us for financial reporting purposes. We provide capital to SLF in the form of LLC equity interests. At formation, FBLC and CCLF owned 87.5% and 12.5%, respectively, of the LLC equity interests of SLF. As of March 31, 2024, we and CCLF owned 79.9% and 20.1%, respectively, of the LLC equity interests of SLF. Profit and loss are allocated based on each members' ownership percentage of the joint venture's net asset value. SLF has an Administrative and Loan Services Agreement with BSP, our affiliate, pursuant to which BSP provides certain operational and valuation services for SLF's investments; as well as certain agreements with third-party service providers. We and CCLF each appoint two members to SLF's four-person board of members. All material decisions with respect to SLF, including those involving its investment portfolio, require unanimous approval of a quorum of the board of members. Quorum is defined as (i) the presence of two members of the board of members; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of members; provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of members; provided that two individuals are present that were elected, designated or appointed by each member.
As of March 31, 2024, our investment in SLF consisted of equity contributions of $304.9 million. Our investment in SLF is classified as “Equity/Other” on the consolidated schedules of investments, and other disclosures unless otherwise indicated.
Below is a summary of SLF’s portfolio as of March 31, 2024 and December 31, 2023. A listing of the individual investments in SLF’s portfolio as of such dates can be found in Note 3 – Fair Value of Financial Instruments in the notes to the accompanying consolidated financial statements (dollars in thousands):

March 31, 2024December 31, 2023
(Unaudited)
Total assets$1,038,117$946,605
Total investments (1)
$966,167$877,688
Weighted Average Current Yield for Total Portfolio (2)
10.7%11.0%
Number of Portfolio companies in SLF186172
Largest portfolio company investment (1)
$19,811$19,838
Total of five largest portfolio company investments (1)
$85,254$82,467
(1)At fair value.
(2)Includes the effect of the amortization or accretion of loan premiums or discounts.


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Below is certain summarized financial information for SLF as of March 31, 2024 and December 31, 2023 and for the three months ended March 31, 2024 and March 31, 2023 (dollars in thousands):

Selected Statements of Assets and Liabilities InformationMarch 31,December 31,
20242023
(Unaudited)
ASSETS
Investments, at fair value (amortized cost of $990,003 and $908,094,
respectively)
$966,167 $877,688 
Cash and other assets71,950 68,917 
Total assets$1,038,117 $946,605 
LIABILITIES
Revolving credit facilities (net of deferred financing costs of $1,525 and $1,695, respectively)$558,975 $481,805 
Secured borrowings24,974 39,959 
Other liabilities65,882 45,124 
Total Liabilities$649,831 $566,888 
MEMBERS’ CAPITAL
Total members’ capital$388,286 $379,717 
Total liabilities and members’ capital$1,038,117 $946,605 


Selected Statements of Operations InformationFor the three months ended March 31,
20242023
(Unaudited)(Unaudited)
Investment income:
Total investment income$25,995 $22,572 
Operating expenses:
Interest and credit facility financing expenses10,453 9,755 
Other expenses595 576 
Total expenses11,048 10,331 
Net investment income14,947 12,241 
Realized and unrealized gain (loss) on investments:
Net realized and unrealized gain (loss) on investments2,203 4,539 
Net increase (decrease) in members’ capital resulting from operations$17,150 $16,780 





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RESULTS OF OPERATIONS

Investments
Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.
Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in first and second lien senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. We define middle market companies as those with EBITDA of between $25 million and $100 million annually, although we may invest in larger or smaller companies. We also may purchase interests in loans or corporate bonds through secondary market transactions, which refers to acquisitions from secondary market participants rather than from the portfolio company directly.
As a BDC, we are generally required to invest at least 70% of our total assets primarily in securities of private and certain U.S. public companies (other than certain financial institutions), cash, cash equivalents and U.S. government securities and other limited float high quality debt investments that mature in one year or less.

Revenues
We generate revenues primarily in the form of interest income on debt investments we hold, and to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or PIK income.
In addition, we may generate revenue in the form of fee income such as structuring fees, origination, closing, amendment fees, commitment, termination, and other upfront fees. We do not expect to receive material fee income as it is not our principal investment strategy. Upon the re-payment of a loan or debt security, any prepayment penalties and unamortized loan origination, structuring, closing, commitment, and other upfront fees are recorded as income.

Expenses
We will bear all out-of-pocket costs and expenses of our operations and transactions, including, but not limited to:
•expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring our financial and legal affairs, news and quotation subscriptions, and market or industry research expenses;
•the cost of calculating our NAV; the cost of effecting sales and repurchases of shares of our Common Stock and other securities;
•management and incentive fees payable pursuant to the Investment Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms);
•expenses related to consummated or unconsummated investments, including dead deal or broken deal expenses; rating agency expenses; fees to arrange our debt financings;
•distributions on our shares; administration fees payable under the Administration Agreement;
•the allocated costs incurred by our Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expenses;
•federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes;

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•costs and expenses incurred in relation to compliance with applicable laws and regulations and our operation and administration generally;
•independent directors’ fees and expenses;
•brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; our fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments;
•expenses relating to the development and maintenance of our website, if any; other operations and technology costs;
•direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and
•all other expenses incurred by us or our Administrator in connection with administering our business, including, but not limited to, payments under the Administration Agreement based upon our allocable portion of our Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, travel and the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs, including operations and tax professionals and administrative staff who provide support services in respect of us.
Our operating results for the three months ended March 31, 2024 and 2023were as follows (dollars in thousands):
For the three months ended March 31,
20242023
Total investment income$96,550 $22,424 
Expenses, net of incentive fee waiver46,487 10,155 
Income tax expense, including excise tax326 208 
Net investment income (loss)$49,737 $12,061 

Investment Income

Investment income increased from $22.4 million for the three months ended March 31, 2023 to $96.6 million for the three months ended March 31, 2024. The increase is primarilydriven by the Mergers with FBLC, which resulted in the acquisition of $2.8 billion of FBLC’s investments at fair value on January 24, 2024, as well as rising base rates on our variable rate portfolio, which represents 95.0% of our portfolio as of March 31, 2024. As a result of the Mergers, our investment portfolio at amortized cost increased to $3.5 billion as of March 31, 2024 from $769.0 million as of December 31, 2023. PIK income from investments also increased from $0.3 million for the three months ended March 31, 2023 to $4.3 million for the three months ended March 31, 2024. Fee and other income, included within total investment income,decreased from $0.3 for the three months ended March 31, 2023 to $0.1 for the three months ended March 31, 2024, primarily due to an decrease in one-time fees earned on certain investments, including commitment, prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns.











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Operating Expenses
The composition of our operating expenses for the three months ended March 31, 2024 and 2023 were as follows (dollars in thousands):
For the three months ended March 31,
20242023
Management fees$10,557 $1,004 
Incentive fee on income8,655 1,809 
Interest and debt fees22,931 7,976 
Professional fees2,043 512 
Other general and administrative1,724 456 
Administrative services246 58 
Directors' fees331 149 
Incentive fee waiver— (1,809)
Expenses, net of incentive fee waiver$46,487 $10,155 
Management Fees

Management Fees increased from $1.0 million for the three months ended March 31, 2023 to $10.6 millionfor the three months ended March 31, 2024. The increase in management fees from March 31, 2023 to March 31, 2024 was driven by an increase in our asset base due to the Mergers with FBLC. Total assets increasedfrom $831.7 million as of December 31, 2023 to $3.7 billion as of March 31, 2024.

Incentive Fees

Incentive Fees increased from $1.8 million (all of which were waived by the Adviser) for the three months ended March 31, 2023 to $8.7 million for the three months ended March 31, 2024. The increase in incentive fees from March 31, 2023 to March 31, 2024 was driven by an increase in pre-incentive fee net investment income due to the Mergers with FBLC.

Interest and debt fees

Interest and debt fees increased from $8.0 million for the three months ended March 31, 2023 to $22.9 million for the three months ended March 31, 2024. The increase is primarily driven by the Mergers with FBLC, which resulted in the acquisition of $1.2 billion of FBLC’s debt on January 24, 2024 as well as an increase in base interest rates of our variable rate debt. The average daily debt outstanding for facility borrowings and unsecured notes for the three months ended March 31, 2023 was $380.5 million compared to $1.2 billion for the three months ended March 31, 2024. The weighted average annualized interest cost of the facility borrowings and unsecured notes for the three months ended March 31, 2024 and 2023 were 8.54% and 7.43%, respectively.

Professional Fees and Other General and Administrative Expenses

Professional fees and other general and administrative expenses increased from $1.0 million for the three months ended March 31, 2023 to $3.8 million for the three months ended March 31, 2024. The increase in professional fees and other general and administrative expenses from March 31, 2023 to March 31, 2024 was primarily driven by an increase in costs associated with servicing a larger investment portfolio due to the Mergers with FBLC.

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Net Realized Gain (Loss) and Net Change in Unrealized Appreciation (Depreciation) on Investments
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments for the three months ended March 31, 2024 and 2023 were as follows (dollars in thousands):
For the three months ended March 31,
20242023
Net realized gain (loss)
Control Investments$(5)$— 
Non-affiliate investments1,288 (161)
Total net realized gain (loss)1,283 (161)
Net change in unrealized appreciation (depreciation) on investments
Control investments(8,835)(7)
Affiliate Investments(2,810)— 
Non-affiliate investments(12,864)(739)
Net change in deferred taxes(291)(515)
Total net change in unrealized appreciation (depreciation) on investments(24,800)(1,261)
Net realized and unrealized gain (loss)$(23,517)$(1,422)

Net Realized Gain (Loss) on Investments

Realized gains or losses are measured using the specific identification method whereby we measure the gain or loss by the difference between the net proceeds from repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized.

For the three months ended March 31, 2024, we recorded a net realized gain of $1.3 million. The net realized gain was primarily driven by one investment.In February 2024, we fully exited our second lien debt position of Mercury Merger Sub, Inc. which resulted in a realized gain of $0.5 million.

For the three months ended March 31, 2023, we recorded a net realized loss of $(0.2) million. The net realized loss was primarily driven by one investment. In March 2023, we fully exited our first lien debt position of Acrisure, LLC which resulted in a realized loss of $(0.1) million.

Net Change in Unrealized Appreciation (Depreciation) on Investments

Net change in unrealized appreciation or depreciation is the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

For the three months ended March 31, 2024, we recorded unrealized appreciation of $8.3 million on 60 portfolio company investments, which was offset by $32.8 million of unrealized depreciation on 226 portfolio company investments. The unrealized appreciation primarily resulted from improved performance of certain portfolio companies and the reversal of unrealized depreciation. The unrealized depreciation was primarily due to isolated deterioration in the credit performance of a small number of portfolio companies. The overall net unrealized depreciation on our portfolio was primarily driven by deterioration in the credit performance of a small number of portfolio companies.


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For the three months ended March 31, 2023, we recorded unrealized appreciation of $1.7 million on 32 portfolio company investments which was offset by $2.4 million of unrealized depreciation on 90 portfolio company investments. The unrealized appreciation primarily resulted from improved performance of certain portfolio companies and the reversal of previously recorded unrealized depreciation. The unrealized depreciation primarily resulted from overall price declines across our portfolio and the reversal of unrealized appreciation in 2022. Additionally, $0.5 million of the net unrealized loss was driven by a change in deferred taxes. The overall net unrealized depreciation on our portfolio was primarily driven by market volatility during 2023.
Supplemental Information
On January 24, 2024, we completed our previously announced acquisition of FBLC. Pursuant to the Merger Agreement, Merger Sub was first merged with and into FBLC, with FBLC continuing as the surviving company, and, immediately following the Merger, FBLC was then merged with and into us, with us continuing as the surviving company. In accordance with the terms of the Merger Agreement, at the effective time, each outstanding share of FBLC's common stock was converted into the right to receive 0.4647 shares of our common stock. As a result of the Mergers, we issued an aggregate of 110.0 million shares of our common stock to FBLC stockholders.
The Merger was accounted for as an asset acquisition of FBLC by us in accordance with the asset acquisition method of accounting as detailed in ASC 805, Business Combinations, with the fair value of total consideration paid, including transaction costs, in conjunction with the Mergers allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Mergers. The consideration paid to FBLC stockholders was more than the aggregate fair value of the assets acquired and liabilities assumed, which resulted in a purchase price premium. The purchase premium was allocated to the cost basis of the FBLC investments acquired by the Company on a pro-rata basis based on their relative fair values as of the effective time of the Merger. The purchase premium allocated to the debt investments acquired will amortize over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized depreciation on such investment acquired through its ultimate disposition. The purchase premium allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation on disposition of such equity investments acquired. Any adjustments to the cost basis of the acquired FBLC investments derived from the accounting treatment of the Mergers will be excluded from the incentive fee calculation.
As a supplement to our financial results reported in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), we have provided, as detailed below, certain non-GAAP financial measures to our operating results that exclude the aforementioned purchase premium and the ongoing amortization thereof, as determined in accordance with U.S. GAAP. The non-GAAP financial measures include (i) adjusted net investment income after taxes; and (ii) adjusted net realized and unrealized gains (losses). We believe that the adjustment to exclude the full effect of the purchase premium is meaningful because it is a measure that we and investors use to assess our financial condition and results of operations. Although these non-GAAP financial measures are intended to enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered as an alternative to U.S. GAAP. The aforementioned non-GAAP financial measures may not be comparable to similar non-GAAP financial measures used by other companies.








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Non-GAAP Supplemental Disclosure:For the three months ended March 31,
20242023
Net investment income (loss)$49,737 $12,061 
Less: purchase premium and other cost adjustments (1)
(8,929)— 
Adjusted net investment income after taxes$40,808 $12,061 
Net realized and unrealized gains (losses)$(23,517)$(1,422)
Less: Net change in unrealized appreciation (deprecation) due to the purchase premium and other cost adjustments (1)
10,135 — 
Less: Realized gain (loss) due to the purchase premium and other cost adjustments (1)
(1,206)— 
Adjusted net realized and unrealized gains (losses)$(14,588)$(1,422)
(1) Represents amortization of purchase premium and incremental amortization of acquired FBLC investments as a result of the accounting treatment of the Mergers under ASC 805 for the period 1/24/2024 to 3/31/2024.

Recent Developments

Capital Call

On April 24, 2024, pursuant to a drawdown notice previously delivered to investors, we issued and sold approximately 61,058 shares of our Common Stock for an aggregate offering price of approximately $0.9 million.

Notes Issuance

On April 29, 2024, we entered into a purchase agreement (the “Purchase Agreement”) by and among us, our Adviser, Benefit Street Partners L.L.C. and J.P. Morgan Securities LLC, BofA Securities, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers (the “Initial Purchasers”), in connection with the issuance and sale of $300.0 million aggregate principal amount of our 7.20% Notes due 2029 (the “2029 Notes”) in a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Purchase Agreement contains customary representations, warranties, indemnification rights and obligations of the parties and termination provisions. The 2029 Notes were issued on May 6, 2024, pursuant to the 2021 Indenture, between the Company and U.S. Bank Trust Company, National Association, and a Third Supplemental Indenture, dated as of May 6, 2024 (the “Third Supplemental Indenture”), between the Company and U.S. Bank Trust Company, National Association.

The 2029 Notes were issued at 98.91% of their par value with a coupon at 7.20%. Interest on the 2029 Notes is payable semi-annually on June 15 and December 15 of each year commencing on December 15, 2024. The 2029 Notes will mature on June 15, 2029. The 2029 Notes offering closed on May 6, 2024.


Distribution Declarations

On May 7, 2024, our Board of Directors declared a regular quarterly distribution of $0.29 per share of Common Stock and a special distribution of $0.04 per share of Common Stock, both of which will be paid on or around May 13, 2024 to stockholders of record as of May 7, 2024.

On May 7, 2024, our Board of Directors declared a distribution of $21.76 per share of Series A Preferred Stock, which will be paid on or around May 13, 2024 to stockholders of record as of May 7, 2024.





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Shares Repurchase Program
On February 29, 2024, we offered to purchase up to approximately 2.7 million shares of our common stock pursuant to our SRP at a price equal to $14.49 per share. The offer expired on April 9, 2024. On May 7, 2024 we purchased 2.7 million shares of common stock for aggregate consideration of $38.8 million pursuant to the limitations of the SRP as detailed in Note 11 - Share Repurchase Program.
Liquidity and Capital Resources
We generate cash primarily from the net proceeds of the purchase of shares of our Common Stock and Series A Preferred Stock via drawdowns on our investors’ capital commitments, cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. As of March 31, 2024, we had issued 136.3million shares of our Common Stock for net proceeds of $2.0 billion, including shares issued pursuant to the DRIP. We had also issued 77,500 shares of Series A Preferred Stock for gross proceeds of $77.4million. As of March 31, 2023, we had issued 25.3 million shares of our Common Stock for net proceeds of $384.8 million, including shares issued pursuant to the DRIP. We had also issued 77,500 shares of Series A Preferred Stock for gross proceeds of $77.4 million.
As of March 31, 2024, we had $114.2 million of cash. For the three months ended March 31, 2024, net cash provided by operating activities was $198.6 million. The level of cash flows used in or provided by operating activities is affected by the timing of purchases, redemptions, and sales of portfolio investments. The cash flows used in operating activities for the three months ended March 31, 2024 was primarily a result of purchases of investments of $67.1 million, offset by sales and repayments of investments of $153.9 million as well as cash received in the Mergers of $58.5 million. As of March 31, 2023, we had $16.4 million of cash. For the three months ended March 31, 2023, net cash provided by operating activities was $5.0 million. The level of cash flows used in or provided by operating activities is affected by the timing of purchases, redemptions, and sales of portfolio investments. The cash flows used in operating activities for the three months ended March 31, 2023 was primarily a result of purchases of investments of $18.6 million, offset by sales and repayments of investments of $13.4 million.

Net cash used in financing activities of $139.6 million during the three months ended March 31, 2024 primarily related to payments on debt of $193.0 million, common stockholder distributions of $7.9 million, and preferred stockholder distributions of $2.2 million partially offset by proceeds from debt of $66.0 million. Net cash used in financing activities of $14.8 million during the three months ended March 31, 2023 primarily related payments on debt of $70.4, repayments on short-term borrowings of $20.8 million, common stockholder distributions of $7.6 million, and preferred stockholder distributions of $1.0 million partially offset by proceeds from issuance of shares of common stock of $8.3 million, proceeds from issuance of shares of preferred stock of $41.3 million and proceeds from short-term borrowings of $35.5 million.
We also fund a portion of our investments through borrowings from banks. Our primary use of cash will be investments in portfolio companies, payments of our expenses and payment of cash distributions to our stockholders. As of March 31, 2024, we are party to the JPM and Wells Fargo Credit Facilities, which is defined in and described in more detail in Note 5 - Borrowings. We are only allowed to borrow money such that our asset coverage, which, as defined in the 1940 Act, measures the ratio of total assets less total liabilities not represented by senior securities to total borrowings, equals at least 150% after such borrowing, with certain limited exceptions. As of March 31, 2024, our asset coverage ratio was 228%.
As of March 31, 2024, we had $523.8 million of availability under the JPM Credit Facility, Wells Fargo Credit Facility, FBLC JPM Credit Facility, and JPM Revolver (subject to borrowing base availability), and had approximately $0.9 million of uncalled capital commitments to purchase shares of our Common Stock. As of March 31, 2023, we had $88.5 million of availability under the MS Credit Facility (subject to borrowing base availability), and had approximately $218.3 million of uncalled capital commitments to purchase shares of our Common Stock. We expect to have sufficient liquidity for our investing activities and to conduct our operations in the near term.


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Taxation as a RIC
We have elected to be treated as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to corporate-level U.S. federal income taxes on any income that we distribute as dividends for U.S. federal income tax purposes to our stockholders. To maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, in order to maintain RIC tax treatment, we must distribute to our stockholders, for each tax year, an amount equal to at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gain over realized net long-term capital loss and determined without regard to any deduction for dividends paid, or the annual distribution requirement. Even if we qualify as a RIC, we generally will be subject to corporate-level U.S. federal income tax on our undistributed taxable income and could be subject to state, local, and foreign taxes.
Additionally, in order to avoid the imposition of a U.S. federal excise tax, we are required to distribute, in respect of each calendar year, dividends to our stockholders of an amount at least equal to the sum of 98% of our calendar year net ordinary income (taking into account certain deferrals and elections); 98.2% of our capital gain net income (adjusted for certain ordinary losses) for the one year period ending on December 31 of such calendar year; and any net ordinary income and capital gain net income for preceding calendar years that were not distributed during such calendar years and on which we previously did not incur any U.S. federal income tax. If we fail to qualify as a RIC for any reason and become subject to U.S federal income corporate tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. Such a failure would have a material adverse effect on us and our stockholders. In addition, we could be required to recognize unrealized gains, incur substantial taxes and interest and make substantial distributions in order to re-qualify as a RIC. We cannot assure stockholders that they will receive any distributions.

Distributions
The amount of each distribution is subject to the discretion of our Board of Directors and applicable legal restrictions related to the payment of distributions. We calculate each stockholder’s specific distribution amount for the quarter using record and declaration dates.

The table shows the components of the distributions we have declared and/or paid to common stockholders for the three months ended March 31, 2024and 2023 (dollars in thousands):
For the three months ended March 31,
20242023
Distributions declared$11,182 $10,584 
Distributions paid$11,195 $10,602 
Portion of distributions paid in cash$7,853 $7,608 
Portion of distributions paid in DRIP shares$3,342 $2,994 



The table shows the components of the distributions we have declared and/or paid to preferred stockholders during the three months ended March 31, 2024 and 2023 (dollars in thousands):
For the three months ended March 31,
20242023
Distributions declared$2,197 $1,023 
Distributions paid$2,197 $1,023 
Portion of distributions paid in cash$2,197 $1,023 


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We may fund our cash distributions to stockholders from any sources of funds available to us, including advances from the Adviser that are subject to reimbursement, as well as offering proceeds, borrowings, net investment income from operations, capital gain proceeds from the sale of assets, and non-capital gain proceeds from the sale of assets. We have not established limits on the amount of funds we may use from available sources to make distributions. We may have distributions which could be characterized as a return of capital for tax purposes. During the three months ended March 31, 2024 and 2023, no portion of our distributions was characterized as return of capital for tax purposes. The specific tax characteristics of our distributions made in respect of our anticipated fiscal year ending December 31, 2024 will be reported to stockholders shortly after the end of the calendar year 2024 as well as in our periodic reports with the SEC. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is our ordinary income or gain. Moreover, you should understand that any such distributions were not based on our investment performance and can only be sustained if we achieve positive investment performance in future periods and/or our Adviser continues to make such reimbursements. There can be no assurance that we will achieve the performance necessary to sustain our distributions or that we will be able to pay distributions at all.
Related Party Transactions and Agreements
Investment Advisory Agreement

We entered into an amendment and restatement of the Investment Advisory Agreement (the “Amended and Restated Investment Advisory Agreement”), dated as of January 24, 2024, which was approved by our Board of Directors and our stockholders in connection with the consummation of the Mergers, under which the Adviser, subject to the overall supervision of our Board of Directors manages the day-to-day operations of, and provides investment advisory services to us. Affiliates of the Adviser also provide investment advisory services to other funds that have investment mandates that are similar, in whole and in part, with ours. Affiliates of the Adviser also serve as investment adviser or sub-adviser to private funds and registered open-end funds, and as an investment adviser to a public real estate investment trust. The Adviser has adopted policies designed to manage and mitigate the conflicts of interest associated with the allocation of investment opportunities. In addition, any affiliated fund currently formed or formed in the future and managed by the Adviser or its affiliates may have overlapping investment objectives with our own and, accordingly, may invest in asset classes similar to those targeted by us. However, in certain instances due to regulatory, tax, investment, or other restrictions, certain investment opportunities may not be appropriate for either us or other funds managed by the Adviser or its affiliates.

Administration Agreement
On September 23, 2020, we entered into the Administration Agreement with BSP, pursuant to which BSP provides us with office facilities and administrative services. We reimburse BSP quarterly for all administrative costs and expenses incurred by our Adviser in performing our obligations under the Administration Agreement and annually for overhead expenses incurred in the course of performing our obligations under the Administration Agreement, including rent, travel and the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of us. The Administration Agreement may be terminated by either party without penalty upon not less than 60 days’ written notice to the other. For the three months ended March 31, 2024 and 2023, we incurred $0.7 million and $0.3 million, respectively, in administrative service fees under the administrative agreement, which are included in other general and administrative on the consolidated statements of operations in the accompanying consolidated financial statements.












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Co-Investment Relief
The 1940 Act generally prohibits BDCs from entering into negotiated co-investments with affiliates absent an order from the SEC. The SEC has granted exemptive relief to affiliates of the Adviser that allows us to enter into certain negotiated co-investment transactions alongside other funds managed by Affiliated Funds in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the Order, we are permitted to co-invest with our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies.
Borrowings
We are only allowed to borrow money such that our asset coverage, which, as defined in the 1940 Act, measures the ratio of total assets less total liabilities not represented by senior securities to total borrowings, equals at least 150% after such borrowing, with certain limited exceptions. As of March 31, 2024, the aggregate principal amount outstanding of the senior securities issued by us was $1.5 billion and our asset coverage was 228%. We are continually exploring forms of debt financing which could include new or expanded credit facilities or the issuance of senior securities that are debt or stock. We may use borrowed funds, known as “leverage,” to make investments and to attempt to increase returns to our stockholders by reducing our overall cost of capital. We currently have credit facilities with JPMorgan and Wells Fargo.


JPM Credit Facility

On October 4, 2023, we refinanced the MS Credit Facility with a $400.0 million credit facility with FBCC Jupiter Funding, LLC, a wholly-owned, consolidated special purpose financing subsidiary of us, as borrower (“Jupiter Funding”), the Adviser, as portfolio manager, the lenders party thereto, U.S. Bank National Association, as securities intermediary, U.S. Bank Trust Company, National Association as collateral administrator and collateral agent, and JPMorgan Chase Bank, National Association, as administrative agent (the “JPM Credit Facility”). The JPM Credit Facility provides for borrowings through October 4, 2026, and any amounts borrowed under the JPM Credit Facility will mature on October 4, 2027. Borrowings under the JPM Credit Facility will bear interest at a benchmark rate, currently SOFR, plus a margin of 2.75% per annum, which is inclusive of an administrative agent fee. Interest is payable quarterly in arrears. Jupiter Funding will be subject to a non-usage fee of 0.75%, which is inclusive of the administrative agent fee, to the extent the commitments available under the JPM Credit Facility have not been borrowed. Jupiter Funding paid an upfront fee and incurred other customary costs and expenses in connection with the JPM Credit Facility.
Short-Term Borrowings
From time to time, we finance the purchase of certain investments through repurchase agreements. In the repurchase agreements, we enter into a trade to sell an investment and contemporaneously enter into a trade to buy the same investment back on a specified date in the future with the same counterparty. Investments sold under repurchase agreements are accounted for as collateralized borrowings as the sale of the investment does not qualify for sale accounting under ASC Topic 860—Transfers and Servicing and remains as an investment on the consolidated statements of assets and liabilities. We use repurchase agreements as a short-term financing alternative. As of March 31, 2024 and December 31, 2023, we had short-term borrowings outstanding of $0.0 and $0.0, respectively. For the three months ended March 31, 2024 and 2023, we recorded interest expense of $0.0 and $0.5 million, respectively, in connection with short-term borrowings. For the three months ended March 31, 2024, the Company did not have outstanding short term borrowing. For the three months ended March 31, 2023, the Company had an average outstanding balance of short-term borrowings of $23.4 million and bore interest at a weighted average rate of 0.02%.




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Secured Borrowings

On August 21, 2023, we entered into a total return swap (“TRS”) with Nomura. A TRS is a contract in which one party agrees to make periodic payments to another party based on the change in the market value of the assets underlying the TRS, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate. We pay interest to Nomura for each loan at a rate equal to three-month SOFR plus 3.60% per annum. Upon the termination or repayment of any loan under the TRS, we will either receive from Nomura the appreciation in the value of such loan or pay to Nomura any depreciation in the value of such loan. The scheduled termination date for the TRS is February 17, 2025. We may terminate the TRS prior to February 17, 2025 upon the occurrence of certain events but in certain circumstances may be required to pay certain termination fees.

As of March 31, 2024, all total return swaps on the Nomura TRS were entered into contemporaneously with our sale of their reference assets. Due to our continuing involvement in these assets, these assets are not derecognized under ASC Topic 860 -- Transfers and Servicing, and are presented on our consolidated schedule of investments. Financing amounts related to these assets are presented as secured borrowings on our consolidated statement of assets and liabilities. Any margin paid to the counterparty under the terms of the TRS agreement is included in the “Due from broker” on our consolidated statements of assets and liabilities.

The TRS is subject to the SEC rule related to the use of derivatives, reverse repurchase agreements and certain other transactions by registered investment companies. The rule requires that we trade derivatives and other transactions that create future payment or delivery obligations subject to a value-at-risk leverage limit and certain derivatives risk management program and reporting requirements. Generally, these requirements apply unless we qualify as a “limited derivatives user,” as defined in the rule, in which case certain exceptions to these conditions would apply. We may qualify as a limited derivatives user if it adopts and implements written policies and procedures reasonably designed to manage our derivatives risk and our derivatives exposure does not exceed 10 percent of our net assets as calculated in accordance with the rule.

As of March 31, 2024 and December 31, 2023, we had secured borrowings outstanding of $30.8 million and $33.3 million, respectively. For the three months ended March 31, 2024 and 2023 we recorded interest expense of $0.5 million and $0.0 million, respectively, in connection with secured borrowings. For the three months ended March 31, 2024, we had an average outstanding balance of secured borrowings of $32.4 million and bore interest at a weighted average rate of 6.67%.

Wells Fargo Credit Facility

On January 24, 2024, as a result of the consummation of the Mergers we became party to a $300.0 million revolving credit facility with us as collateral manager, Funding I, a wholly owned, consolidated special purpose financing subsidiary, as borrower, the lenders party thereto, Wells Fargo, as administrative agent, and U.S. Bank Trust Company, National Association, as collateral agent and collateral custodian (the “Wells Fargo Credit Facility”).
The Wells Fargo Credit Facility provides for borrowings through August 25, 2026, and any amounts borrowed under the Wells Fargo Credit Facility will mature on August 25, 2028. The Wells Fargo Credit Facility has an interest rate of daily simple SOFR (with a daily simple SOFR floor of zero), plus a spread of 2.75% per annum. Interest is payable quarterly in arrears. Funding I will be subject to a non-usage fee to the extent the commitments available under the Wells Fargo Credit Facility have not been borrowed. The non-usage fee per annum is 0.50% for the first 25% of the unused balance and increases to 2.00% for any remaining unused balance.
Funding I’s obligations under the Wells Fargo Credit Facility are secured by a first priority security interest in substantially all of the assets of Funding I, including its portfolio of investments and FBCC’s equity interest in Funding I. The obligations of Funding I under the Wells Fargo Credit Facility are non-recourse to FBCC.

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In connection with the Wells Fargo Credit Facility, FBCC and Funding I have made certain representations and warranties and are required to comply with various covenants and other customary requirements. The Wells Fargo Credit Facility contains customary default provisions pursuant to which the administrative agent and the lenders under the Wells Fargo Credit Facility may terminate FBCC in its capacity as collateral manager/portfolio manager under the Wells Fargo Credit Facility. Upon the occurrence of an event of default under the Wells Fargo Credit Facility, the administrative agent or the lenders may declare the outstanding advances and all other obligations under the Wells Fargo Credit Facility immediately due and payable.
FBLC JPM Credit Facility

On January 24, 2024, as a result of the consummation of the Mergers, we through a wholly-owned, consolidated special purpose financing subsidiary, 57th Street, became party to a $400.0 million revolving credit facility with JPMorgan, and U.S. Bank Trust Company, National Association, as collateral agent, collateral administrator and securities intermediary (the “FBLC JPM Credit Facility”).
The FBLC JPM Credit Facility provides for borrowings through September 15, 2026, and any amounts borrowed under the FBLC JPM Credit Facility will mature on September 15, 2027. The FBLC JPM Credit Facility has an interest rate of SOFR plus 2.80% (subject to further increases consistent with the terms of the FBLC JPM Credit Facility), which is inclusive of an administrative agent fee. The FBLC JPM Credit Facility will be subject to a non-usage fee to be 0.75%, inclusive of an administrative agent fee. The non-usage fee of 0.75% (inclusive of an administrative agent fee) applies to the first 20% of the unused balance and increases to 3.00% for any remaining unused balance. FBCC and 57th Street are permitted to submit a commitment increase request to up to $800.0 million.
57th Street’s obligations under the FBLC JPM Credit Facility are secured by a first priority security interest in substantially all of the assets of 57th Street, including its portfolio of investments and FBCC’s equity interest in 57th Street. The obligations of 57th Street under the FBLC JPM Credit Facility are non-recourse to FBCC.
In connection with the FBLC JPM Credit Facility, FBCC and 57th Street have made certain representations and warranties and are required to comply with various covenants and other customary requirements. The FBLC JPM Credit Facility contains customary default provisions pursuant to which the administrative agent and the lenders under the FBLC JPM Credit Facility may terminate FBCC in its capacity as collateral manager/portfolio manager under the FBLC JPM Credit Facility. Upon the occurrence of an event of default under the FBLC JPM Credit Facility, the administrative agent or the lenders may declare the outstanding advances and all other obligations under the FBLC JPM Credit Facility immediately due and payable.
JPM Revolver Facility
On January 24, 2024, as a result of the consummation of the Mergers, we became party to a $505.0 million revolving credit facility with JPMorgan, as administrative agent and as collateral agent, N.A., Sumitomo Mitsui Banking Corporation, and Wells Fargo Bank, National Association as syndication agents, as well as other Lender parties (the “JPM Revolver Facility”).
The JPM Revolver Facility provides for borrowings through December 8, 2027, and any amounts borrowed under the JPM Revolver Facility will mature on December 8, 2028. The JPM Revolver Facility is priced at three-month Term SOFR, plus a spread calculated based upon the composition of loans in the collateral pool, which will not exceed 1.98% per annum. Interest is payable quarterly in arrears. We will be subject to a non-usage fee of 0.38% to the extent the commitments available under the JPM Revolver Facility have not been borrowed.
In connection with the JPM Revolver Facility, FBCC has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolver Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Revolver Facility immediately due and payable.

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2024 Notes
On January 24, 2024, as a result of the consummation of the Mergers, we became party to a Purchase Agreement relating to the sale of $100.0 million aggregate principal amount of 4.85% fixed rate notes due December 15, 2024 (the “2024 Notes”). The 2024 Notes are subject to customary indemnification provisions and representations, warranties, and covenants. The net proceeds from the sale of the 2024 Notes were approximately $98.4 million. The 2024 Notes bear interest at a rate of 4.85% per year payable semi-annually.
2026 Notes
On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to a Purchase Agreement relating to the sale of $300.0 million aggregate principal amount of 3.25% fixed rate notes due March 30, 2026 (the “Restricted 2026 Notes”). The net proceeds from the sale of the Restricted 2026 Notes were approximately $296.0 million. Pursuant to a Registration Statement on Form N-14 (File No. 333-257321), on September 22, 2021, holders of the Restricted 2026 Notes were offered the opportunity to exchange their Restricted 2026 Notes for new registered notes with substantially identical terms (the "Unrestricted 2026 Notes" and, together with the Restricted 2026 Notes, the 2026 Notes), through which holders representing 99.88% of the outstanding principal of the then Restricted 2026 Notes obtained Unrestricted 2026 Notes. The 2026 Notes are subject to customary indemnification provisions and representations, warranties and covenants. The 2026 Notes bear interest at a rate of 3.25% per year payable semi-annually.
See Note 5 - Borrowings to our consolidated financial statements contained in this Quarterly Report on Form 10-Q for a more detailed discussion of our borrowings.


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Contractual Obligations
The following table shows our payment obligations for repayment of debt and other contractual obligations as of March 31, 20212024 (dollars in thousands):
Payment Due by PeriodPayment Due by Period
TotalTotalLess than 1 year1 - 3 years3 - 5 yearsMore than 5 years
JPM Credit Facility (1)
Wells Fargo Credit Facility (2)
FBLC JPM Credit Facility (3)
JPM Revolver Facility (4)
2024 Notes
2026 Notes
Payment Due by Period
TotalLess than 1 year1 - 3 years3 - 5 yearsMore than 5 years
MS Credit Facility (1)
$30,000 $— $30,000 $— 
TotalTotal$— $— $30,000 $— 
Total
Total
—–—–—–—–—–
(1) As of March 31, 2021,2024, we had $70.0$96.0 million in unused borrowing capacity under the MSJPM Facility, subject to borrowing base limits.
(2) As of March 31, 2024, we had $75.0 million in unused borrowing capacity under the Wells Fargo Credit Facility, subject to borrowing base limits.
(3) As of March 31, 2024, we had $80.0 million in unused borrowing capacity under the FBLC JPM Credit Facility, subject to borrowing base limits.
(4) As of March 31, 2024, we had $272.8 million in unused borrowing capacity under the JPM Revolver Facility, subject to borrowing base limits.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.
Commitments
In the ordinary course of business, we may enter into future funding commitments. As of March 31, 2021,2024, we had unfunded commitments on delayed draw term loans of $4.7$179.1 million and unfunded commitments on revolver term loans of $147.6 million. As of December 31, 2023, we had unfunded commitments on delayed draw term loans of $34.3 million and unfunded commitments on revolver term loans of $42.2 million. We maintain sufficient cash on hand, unfunded commitments to purchase our common stock,Common Stock, and available borrowings to fund such unfunded commitments. Please refer to Note 6 - Commitments and Contingencies in the notes to our consolidated financial statements for further detail of these unfunded commitments.
Significant Accounting Estimates and Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we will evaluate our estimates, including those related to the matters described below. Actual results could differ from those estimates.
While our significant accounting policies are also described in Note 2 - Summary of Significant Accounting Policies of our notes to our consolidated financial statements appearing elsewhere in this report, we believe the following accounting policies require the most significant judgment in the preparation of our consolidated financial statements.




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Valuation of Portfolio Investments
Portfolio
We are required to report our investments, including those for which current market values are reported on the statements of assets and liabilitiesnot readily available, at fair value. On a quarterly basis we perform an analysis of each investment to determinevalue in accordance with ASC 820, Fair Value Measurements (“ASC 820”), which defines fair value as follows:the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date, and Rule 2a-5 under the 1940 Act.
Securities
Investments for which market quotations are readily available on an exchangeare typically valued at those market quotations. All investments that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of our investments, are valued at the reported closing price onfair value as determined in good faith by our Valuation Designee, subject to oversight from our Board of Directors.

As part of the valuation date. We may also obtain quotes with respect to certain ofprocess, our investments from pricing services or brokers or dealersValuation Designee takes into account relevant factors in order to value assets. When doing so, we determine whether the quote obtained is readily available according to U.S. GAAP to determinedetermining the fair value of the security. If determined readily available, we use the quote obtained.
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Investments without a readily determined market value are primarily valued using a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments, include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, in combination of:

•the estimated enterprise value of a portfolio company;
•indicative dealer quotes;
•the nature and realizable value of any collateral, collateral;
•the portfolio company'scompany’s ability to make payments based on its earnings and discounted cash flows, flow;
•the markets in which the portfolio company does business, comparisonsbusiness;
•a comparison of financial ratios of peer companies that are public, M&A comparables,the portfolio company’s securities to any similar publicly traded securities; and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input
•overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future.
Our Valuation Designee, subject to oversight from our Board of Directors, undertakes a multi-step valuation process.
For an investmentprocess each quarter in an investment fund that does not have a readily determinable fair value, we measureconnection with determining the fair value of the investment predominately based on the net asset value per shareour investments for which reliable market quotations are not readily available, or are available but deemed not reflective of the investment fund if the net assetfair value of an investment, which includes, among other procedures, the following:
•Each portfolio company or investment fund is calculated in a manner consistentwill be valued by our Valuation Designee, with the measurement principles of ASC 946, as of our measurement date.
As part of our quarterly valuation process the Adviser may be assisted byassistance from one or more independent valuation firms engaged by us. our Board of Directors;
•The independent valuation firm(s) conduct independent appraisals and make an independent assessment of the value of each investment; and
•Our Valuation Designee, under the supervision of our Board of Directors determines the fair value of each investment, in good faith, based on the input of the Adviser and the independent valuation firm(s)firms (to the extent applicable). and our Valuation Designee’s own analysis. Our Valuation Designee also has established the Valuation Committee to assist our Valuation Designee in carrying out its designated responsibilities, subject to oversight of our Board of Directors.
With respect
Our Valuation Designee, subject to investmentsoversight from our Board of Directors, has and will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of our portfolio securities for which market quotations are not readily available the Adviser undertakes a multi-step valuation process each quarter, as described below:
•Each portfolio company or investment will be valued by the Adviser, potentially with assistance from one or more independent valuation firms engaged by our Boardare readily available but deemed not reflective of Directors;
•The independent valuation firm(s) conduct independent appraisals and make an independent assessment of the value of each investment; and
•The Board of Directors determines the fair value of the investment each investment, in good faith, basedquarter, and our Valuation Designee may reasonably rely on that assistance. However, our Valuation Designee, subject to oversight from our Board of Directors, is responsible for the inputultimate valuation of the Adviser and independent valuation firm (to the extent applicable) and the audit committee of the Board of Directors.
Because there is not a readily available market value for most of the investments in our portfolio, we value substantially all of our portfolio investments at fair value as determined in good faith bypursuant to our Board of Directors, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not havevaluation policy and a readily available market value,consistently applied valuation process.

Our accounting policy on the fair value of our investments may fluctuate from period to period. Additionally,is critical because the determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of our investments may differ significantly from the values that would have been used had a ready market existed for such investmentsthese valuations, and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investmentany change in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it.
Revenue Recognition

Interest Income
Investment transactions are accounted forthese valuations, on the trade date. Interest income, adjustedconsolidated financial statements.
See Note 2 - Summary of Significant Accounting Policies for amortizationa description of premiumother accounting policies and accretion of discount, is recorded on an accrual basis. Discount and premium on investments purchased are accreted/amortized over the expected life of the respective investment using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discount and amortization of premium on investments.
Other Income
Fee income, such as structuring fees, origination, closing, amendment fees, commitment and other upfront fees are generally non-recurring and are recognized as revenue when earned, either upfront or amortized into income. Upon the payment of a loan or debt security, any prepayment penalties and unamortized loan origination, structuring, closing, commitment and other upfront fees are recorded as income.

recently issued accounting pronouncements.
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Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
Gains or losses on the sale of investments are calculated using the specific identification method. We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Organization and Offering Expenses
We will bear the organization and offering expenses incurred in connection with the formation of the Company and the offering of shares of our Common Stock, including the out-of-pocket expenses of the Adviser and its agents and affiliates. In addition, we will reimburse the Adviser for the organizational and offering costs it incurs on our behalf. If actual organization and offering costs incurred exceed the greater of $1 million or 0.10% of the Company’s total capital commitments, the Adviser or its affiliate will bear the excess costs. To the extent the Company’s capital commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Company’s behalf provided that the total organization and offering costs borne by the Company do not exceed 0.10% of total capital commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. In general, we may not deduct organizational expenses, and an election may be made by us to amortize organizational expenses over at least a 180-month period for tax purposes. Offering costs are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months from the commencement of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. We expect our market risk will arise primarily from interest rate risk relating to interest rate fluctuations. Many factors including governmental monetary and tax policies, domestic and international economic and political considerations (including global or regional conflicts) and other factors that are beyond our control contribute to interest rate risk. To meet our short and long-term liquidity requirements, we may borrow funds at a combination of fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes in earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements, subject to the requirements of the 1940 Act, in order to mitigate our interest rate risk with respect to various debt instruments. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. During the periods covered by this report, we did not engage in interest rate hedging activities. We would not hold or issue these derivative contracts for trading or speculative purposes.
As of March 31, 2021,2024, our debt included variable-rate debt, bearing a weighted average interest rate of LIBORSOFR plus 2.25% 2.48% and a fixed rate debt, bearing a weighted average interest rate of 3.65% with a total carrying value (net of deferred financing costs)costs) of $28.9 million. $1.5 billion. The followingfollowing table quantifies the potential changes in interest income net of interest expense should base interest rates increase or decrease by the amounts below assuming that our current consolidated statement of assets and liabilities was to remain constant and no actions were taken to alter our existing interest rate sensitivity. Interest rate floors, if applicable, are not reflected in the sensitivity analysis below.
Change in Base Interest RatesEstimated Change in Interest Income net of Interest Expense (in thousands)
(-) 19530 Basis Points$$(91,928)(69)
(-) 200 Basis Points$(34,701)
(-) 100 Basis Points$(17,351)
(-) 50 Basis Points$(8,675)
(+) 50 Basis Points$$8,675 177 
(+) 100 Basis Points$$17,351 353 
(+) 200 Basis Points$$34,701 707 


Because we may borrow money to make investments, our net investment income may be dependent on the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of increasing interest rates, our cost of funds would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.


Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and our Adviser, as our Valuation Designee under Rule 2a-5, values these investments at fair value as determined in good faith subject to the oversight of our Board of Directors, based on, among other things, the input of the Adviser and independent third-party valuation firms, in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented.






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Inflation and Supply Chain Risk

Economic activity has continued to accelerate across sectors and regions. Nevertheless, due to global supply chain issues, geopolitical events, including the outbreak of global or regional conflicts (such as those in the Middle East and Eastern Europe) a rise in energy prices and strong consumer demand as economies continue to reopen, inflation is showing signs of acceleration in the U.S. and globally. Inflation is likely to continue in the near to medium-term, particularly in the U.S., with the possibility that monetary policy may tighten in response. Persistent inflationary pressures could affect our portfolio companies profit margins.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were (a) designed to ensure that the information we are required to disclose in our reports under the Exchange Act is recorded, processed, and reported in an accurate manner and on a timely basis and the information that we are required to disclose in our Exchange Act reports is accumulated and communicated to management to permit timely decisions with respect to required disclosure and (b) operating in an effective manner.

Change in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the periodquarter ended March 31, 20212024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II -II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of March 31, 2021,2024, we were not defendants in any material pending legal proceeding, and no such material proceedings are known to be contemplated. However, from time to time, we may be party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under the contracts with our portfolio companies. Third parties may also seek to impose liability on us in connection with the activities of our portfolio companies.
ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factorsrisk factor discussed below and in Part I., “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2023, which could materially affect our business, financial condition, and/or operating results. The risksrisk described below and the risks in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.
Because we expect to borrow money, the potential for gain or loss on amounts invested in us will be magnified and may increase the risk of investing in us.
The use of borrowings, also known as leverage, including through the issuance of senior securities that are debt or stock, increases the volatility of investments by magnifying the potential for gain or loss on invested equity capital. Because we intend to use leverage to partially finance our investments, through borrowing from banks and other lenders, investorsyou will experience increased risks of investing in our common stock.Common Stock. If the value of our assets increases, leveraging would cause the net asset value attributable to our common stockNAV to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause our net asset valueNAV to decline more sharply than it otherwise would have had we not leveraged. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net income to increase more than it would without the leverage, while any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make common stockCommon Stock distribution payments. Leverage is generally considered a speculative investment technique.
The following table illustrates the effects of leverage on returns from an investment in shares of Common Stock, assuming various hypothetical annual returns, net of expenses. The calculations are hypothetical and actual returns may be higher or lower than those appearing below. The calculation assumes (i) $148.5 million$4.1 billion in total assets, (ii) a weighted average cost of funds of 2.45%8.54%, (iii) $100.0 million in$2.0 billion of debt outstandingoutstanding (i.e., assumes that the $400 million principal amount of our unsecured notes sold and the full amount is$1.6 billion available to us under our MS Credit Facility as ofrevolving credit facilities are outstanding at March 31, 2021), 2024) and (iv) $39.5 million$2.0 billion in stockholders’ equity, and (v) no incentive fees payable by the Company to the Adviser.equity. In order to compute the “Corresponding return to stockholders,” the “Assumed Return on Our Portfolio (net of expenses)” is multiplied by the assumed total assets to obtain an assumed return to us. From this amount, the interest expense is calculated by multiplying the assumed weighted average cost of funds by the assumed debt outstanding, and the product is subtracted from the assumed return to us in order to determine the return available to stockholders. The return available to stockholders is then divided by our stockholders’ equity to determine the “Corresponding return to stockholders.” Actual interest payments may be different.
Assumed Return on the Company’s Portfolio (net of expenses)(10)%(5)%—%5%10%
Assumed Return on Our Portfolio (net of expenses)Assumed Return on Our Portfolio (net of expenses)(10)%(5)%—%5%10%
Corresponding return to stockholders (1)
Corresponding return to stockholders (1)
(44.07)%(25.15)%(6.24)%12.67%31.59%
Corresponding return to stockholders (1)
(29.15)%(18.86)%(8.56)%1.73%12.02%
—–—–—–—–—–
(1) In order for us to cover our hypothetical annual interest payments on indebtedness, we would need to achieve annual returns
on our March 31, 20212024 total assets of at least 1.65%4.16%.
As of March 31, 2021, the Morgan Stanley Credit Facility provided for borrowings in an aggregate principal amount of up to $100.0 million on a committed basis, due March 15, 2025. See Item 7 in the Annual Report filed on Form 10-K for more information about these financing arrangements.










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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
PreviouslyInformation regarding the Company's unregistered sales of equity securities during the three months ended March 31, 2024 has been previously disclosed on Form 8-K filings.

The Company did not repurchase any common stock during the three months ended March 31, 2024.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
Rule 10b5-1 Trading Plans
During the fiscal quarter ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(a) of Regulation S-K).
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ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the three months ended March 31, 20212024 (and are numbered in accordance with Item 601 of Regulation S-K).
a.Exhibits
Exhibit No.Description
Bylaws (previously Form of Certificate of Incorporation (previously filed as Exhibit 3.2 toExhibit 3.1 to the Company’s Annual ReportCompany’s Registration Statement on Form 10-K (File No. 814-01360)10 filed on March 29, 2021September 23, 2020 and incorporated herein by reference)reference).
Loan and Servicing Agreement, dated asCertificate of March 15, 2021, by and among the Company, FBCC Lending I, LLC, Franklin BSP Capital Adviser L.L.C., Morgan Stanley Asset Funding, Inc., as administrative agent, and U.S. Bank National Association as collateral agent, account bank and collateral custodianDesignation of Series A Convertible Preferred Stock (previously filed as Exhibit 10.13.1 to the Company’sCompany's Current Report on Form 8-K (File No. 814-01360) filed on March 17,August 25, 2021 and incorporated herein by reference).
Amended and Restated Bylaws (previously filed as Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 17, 2022 and herein incorporated by reference).
Third Supplemental Indenture, dated as of May 6, 2024, relating to the 7.200% Notes due 2029, by and between the Company and U.S. Bank Trust Company, National Association, as trustee. (Incorporated by reference to Exhibit 4.2 to Franklin BSP Capital Corporation’s Current Report on Form 8-K filed on May 7, 2024.)
Form of 7.200% Notes due 2029. (Incorporated by reference to Exhibit 4.2 to Franklin BSP Capital Corporation’s Current Report on Form 8-K filed on May 7, 2024.)
Registration Rights Agreement, dated as of May 6, 2024, by and among the Company, J.P. Morgan Securities LLC, BofA Securities, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as the representatives of the initial purchasers. (Incorporated by reference to Exhibit 4.4 to Franklin BSP Capital Corporation’s Current Report on Form 8-K filed on May 7, 2024.)
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. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 24, 2024).
Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14 (a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14 (a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
Written statementCertification of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101.INSXBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document (filed herewith).
101.SCHInline XBRL Taxonomy Extension Schema Document (filed herewith).
101.CALInline XBRL Taxonomy Calculation Linkbase Document (filed herewith).
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
101.LABInline XBRL Taxonomy Label Linkbase Document (filed herewith).
101.PREInline XBRL Taxonomy Presentation Linkbase Document (filed herewith).
104Cover Page Interactive Data File (embedded within the Inline XBRL document) (filed herewith).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
SignatureTitleDate
SignatureTitleDate
/s/ Richard J. Byrne
Richard J. Byrne
Chief Executive Officer President and Chairman of the Board of Directors (Principal Executive Officer)May 13, 202110, 2024
/s/ Nina Kang Baryski
Nina Kang Baryski
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)May 13, 2021
10, 2024

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