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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
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FRANKLIN BSP PRIVATE CREDIT FUND (Name of Issuer) |
ADVISOR CLASS SHARES OF BENEFICAL INTEREST (Title of Class of Securities) |
35242N202 (CUSIP Number) |
Thomas C. Merchant 9 West 57th Street, Suite 4920 New York, NY, 10019 800-632-2350 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/21/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 35242N202 |
| 1 |
Name of reporting person
Franklin Resources, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,032,324.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
66.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
1.Consists of 4,955,483 Advisor Class Shares of Beneficial Interest held in a Franklin Resources, Inc.'s subsidiary's corporate account and 3,076,841 held for the benefit of a fund managed by Franklin Advisers, Inc.
2.Percentage represents the current beneficial ownership percentage that Franklin Resources, Inc. and its investment management subsidiaries may be deemed to beneficially own based upon 12,086,607 Advisor Class Shares of Beneficial Interest outstanding as of January 22, 2025.
SCHEDULE 13D
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| CUSIP No. | 35242N202 |
| 1 |
Name of reporting person
Charles B. Johnson | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| CUSIP No. | 35242N202 |
| 1 |
Name of reporting person
Rupert H. Johnson, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| CUSIP No. | 35242N202 |
| 1 |
Name of reporting person
BSP Fund HoldCo (Debt Strategy) L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,955,483.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN, OO |
SCHEDULE 13D
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| CUSIP No. | 35242N202 |
| 1 |
Name of reporting person
Franklin Advisers, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,076,841.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IA |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
ADVISOR CLASS SHARES OF BENEFICAL INTEREST |
| (b) | Name of Issuer:
FRANKLIN BSP PRIVATE CREDIT FUND |
| (c) | Address of Issuer's Principal Executive Offices:
9 West 57th Street, Suite 4920, New York,
NEW YORK
, 10019. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by Franklin Resources, Inc. ("FRI"), a Delaware corporation, Charles B. Johnson ("C. Johnson"), Rupert H. Johnson, Jr. ("R. Johnson, Jr."), BSP Fund HoldCo (Debt Strategy) L.P. ("HoldCo"), a Delaware limited partnership, and Franklin Advisers, Inc. ("FAV"), a California corporation (HoldCo, FAV, and together with FRI, C. Johnson and R. Johnson, Jr., the "Reporting Persons"). HoldCo and FAV are wholly-owned subsidiaries of FRI. C. Johnson and R. Johnson, Jr. are the principal stockholders of FRI. R. Johnson, Jr. is also the Vice Chairman of FRI and C. Johnson is an Executive Consultant to FRI. C. Johnson and R. Johnson, Jr. are citizens of the United States. |
| (b) | The address of the principal business office of each of the Reporting Persons is One Franklin Parkway, San Mateo, California 94403-1906. The directors and principal executive officers of FRI, HoldCo, and FAV, their present principal occupations, citizenship and business addresses are listed on Exhibit D. |
| (c) | The principal business of FRI is to act as a holding company for various subsidiaries engaged in the investment management and related services business. The principal business of HoldCo is to make investments into credit related instruments and vehicles. The principal business of FAV is investment management. The principal occupation of each of C. Johnson and R. Johnson, Jr. are listed on Exhibit D. |
| (d) | During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons listed on Exhibit D, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons listed on Exhibit D, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Franklin Resources, Inc. and HoldCo: Delaware Charles B. Johnson and Rupert H. Johnson, Jr.: USA Franklin Advisers, Inc.: California |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons have invested in the Issuer as follows:
HoldCo has acquired a total of 4,955,483 Shares for an aggregate purchase price of $49,900,000, having acquired on August 18, 2021 90,000 Shares, on October 3, 2022 2,400,000 Shares, and on April 28,2023 2,465,483 Shares; in addition, HoldCo acquired on August 18, 2021 a total of 10,000 Class A Shares of Beneficial Interest of the Issuer for an aggregate purchase price of $100,000. HoldCo paid for all of such shares from its working capital.
Franklin Global Allocation Fund, whose investment adviser is FAV, has acquired as of June 28, 2024 a total of 3,076,841 Shares for an aggregate purchase price of $32,000,000.
FRI, C. Johnson and R. Johnson, Jr. do not own directly any shares of the Issuer . | |
| Item 4. | Purpose of Transaction |
Holdco acquired the Shares for investment and to support the Issuer in its investment strategy. Franklin Global Allocation Fund acquired the Shares for investment purposes.
Except as described above, none of the investment management subsidiaries of FRI, and none of any of the other reporting persons covered by this Schedule 13D, currently has any plans or proposals that relate to or would result in any of the actions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, or any present plans or intentions to acquire or dispose of any securities of the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 8,032,324 or 66.5% |
| (b) | Sole power to vote or to direct the vote of the Shares:
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
BSP Fund HoldCo (Debt Strategy) L.P.: 4,955,483
Franklin Advisers, Inc.: 3,076,841
Shared power to vote or to direct the vote of the Shares: 0
Sole power to dispose or to direct the disposition of the Shares:
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
BSP Fund HoldCo (Debt Strategy) L.P.: 4,955,483
Franklin Advisers, Inc.: 3,076,841
Shared power to dispose or to direct the disposition of the Shares: 0 |
| (c) | None of the Reporting Persons have effected any transactions in the Shares during the past sixty days. |
| (d) | The clients of FRI's investment management subsidiaries, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to direct the receipt of dividends from, and the proceeds from the sale of, the securities reported herein. Franklin Global Allocation Fund, an investment company registered under the Investment Company Act of 1940, has an interest in 3,076,841 Shares, or 25.5% of the Shares. |
| (e) | Not Applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
HoldCo entered into subscription agreements with the Issuer on each of August 18, 2021, October 3, 2022, and April 28, 2023. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A: Joint Filing Agreement
Exhibit B: Item 5 Ownership
Exhibit C: Subscription Agreements entered into by HoldCo with the Issuer on each of August 18, 2021, October 3, 2022, and April 28, 2023 (incorporated by reference to Schedule 13D/A No. 20 filed on December 2, 2024)
Exhibit D: Principal Executive Officers and Directors of FRI, HoldCo, and FAV (incorporated by reference to Schedule 13D/A No. 20 filed on December 2, 2024)
EXHIBIT A: JOINT FILING AGREEMENT
In accordance with Rule 13d 1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement and that such statement and all amendments to such statement are made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this agreement on the date of the signing of this filing.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin Advisers, Inc.
By:/s/THOMAS C. MANDIA
Thomas C. Mandia
Assistant Secretary of Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13D
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13D
Assistant Secretary of Franklin Advisers, Inc.
BSP FUND HOLDCO (DEBT STRATEGY) L.P.
By: Franklin Templeton Institutional GP LLC, its general partner
By:/s/SHIRLEY HAMBELTON
Shirley Hambelton
Secretary of Franklin Templeton Institutional GP LLC
Acknowledgment pursuant to Rule 13d-1(b)(1)(iii)
Franklin Fund Allocator Series on behalf of Franklin Global Allocation Fund
By:/s/TARA GORMEL
Tara Gormel
Vice President and Assistant Secretary of Franklin Fund Allocator Series
Exhibit B: Item 5 Ownership
Benefit Street Partners L.L.C. ("BSP"), a direct wholly-owned subsidiary of FRI, serves as investment Adviser to the Issuer. BSP holds no Shares and no Class A Shares of Beneficial Interest of the Issuer.
FRI is filing this report for itself and its affiliates, except as set forth herein. Beneficial ownership by FRI and its affiliates is being reported herein in conformity with the guidelines articulated by the SEC staff in Release
No. 34-39538 (January 12, 1998) (the "1998 Release ") relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by each of FRI's affiliates whose ownership of securities is disaggregated from that of FRI in accordance with the 1998 Release ("FRI Disaggregated Affiliates") are exercised independently from FRI and from all other investment management subsidiaries of FRI (FRI, its affiliates and the investment management subsidiaries of FRI other than FRI Disaggregated Affiliates are collectively, "FRI Aggregated Affiliates"). Furthermore, internal policies and procedures of, on the one hand, FRI Disaggregated Affiliates, and, on the other hand, FRI, establish informational barriers that prevent the flow among, on the one hand, FRI Disaggregated Affiliates (including preventing the flow between such entities), and, on the other hand, the FRI Aggregated Affiliates, of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, FRI Disaggregated Affiliates report the securities over which they hold investment and voting power separately from the FRI Aggregated Affiliates for purposes of Section 13 of the Act.
C. Johnson and R. Johnson, Jr. (the "Principal Shareholders") may each own in excess of 10% of FRI's outstanding common stock and are the principal stockholders of FRI (see FRI's Proxy Statement-Stock Ownership of Certain Beneficial Owners). The Principal Shareholders may be deemed to be, for purposes of Rule 13d 3 under the Act, the beneficial owners of securities held by a wholly-owned subsidiary of FRI. FRI, the Principal Shareholders, and FAV disclaim any pecuniary interest in any of the Shares reported herein. In addition, the filing of the Schedule 13D on behalf of FRI and the Principal Shareholders should not be construed as an admission that any of them is, and each disclaims that it or he is, the beneficial owner, as defined in Rule 13d-3, of any of the Shares.
FRI, HoldCo, FAV, and the Principal Shareholders believe that they are not a "group" within the meaning of Rule 13d-5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the Shares held by any of them. HoldCo did not acquire more than 5% of the Issuer's outstanding Shares until October 3, 2022. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
LIMITED POWERS OF ATTORNEY FOR SECTION 13 AND 16 REPORTING OBLIGATIONS (incorporated by reference to Schedule 13D/A No. 22 filed on December 23, 2024) |