UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
811-23492
Investment Company Act file number
Franklin BSP Private Credit Fund
(Exact name of registrant as specified in charter)
9 West 57th Street, 49th Floor, Suite 4920
New York, New York 10019
(Address of principal executive offices) (Zip code)
Franklin BSP Private Credit Fund
9 West 57th Street, 49th Floor, Suite 4920
New York, New York 10019
(Name and address of agent for service)
(212) 588-6770
Registrant’s telephone number, including area code
Date of fiscal year end: December 31, 2022
Date of reporting period: December 31, 2022
Item 1. Reports to Stockholders.
Annual Report December 31, 2022
FRANKLIN BSP
PRIVATE CREDIT FUND
 | |
| INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE |
| II | Franklin BSP Private Credit Fund |
Report of independent registered public accounting firm
To the Shareholders and the Board of Trustees of Franklin BSP Private Credit Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Franklin BSP Private Credit Fund (the “Fund”), including the schedule of investments, as of December 31, 2022, and the related statements of operations, changes in net assets and financial highlights for the period from October 3, 2022 (commencement of operations) through December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at December 31, 2022, the results of its operations, changes in its net assets and its financial highlights for the period from October 3, 2022 (commencement of operations) through December 31, 2022, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Fund’s auditor since 2021.
New York, NY February 28, 2023
| Franklin BSP Private Credit Fund | III |
Dear Shareholder,
In October 2022, Benefit Street Partners (“BSP”), in partnership with our parent company Franklin Templeton, was proud to announce the launch of the Franklin BSP Private Credit Fund (“FBSPX”). We are excited to offer our clients this attractive opportunity to bring Benefit Street Partners experience and capabilities in private lending to investors through the interval fund structure. The interval fund structure provides access to potentially higher yielding, senior secured, credit focused strategies, not as readily available in traditional fixed income mutual funds.
Multi-Strategy Approach:
FBSPX will combine the best of Benefit Street Partners’ platform to offer investors access to investments across the credit spectrum and the capital structure, with target allocations of 60% direct lending, 20% liquid loans and bonds, and 20% special situations, commercial real estate, and structured credit assets. As market conditions change, the investment team will look to shift exposure with a view to optimizing risk adjusted returns in any environment, benefiting investors with the entire platform’s expertise. The strategy will focus on delivering a high current income yield to investors through a diversified portfolio of assets with embedded illiquidity premium over traditional fixed income investments.
Private Debt / Direct Lending Provides loans to middle market companies with flexibility to move up and down the capital structure in order to capture what BSP believes to be the best risk adjusted return |  | High Yield / Liquid Loans Focuses on liquid, traded investments in the leveraged finance market, including high yield bonds and leveraged loans Special Situations Targets credits or companies that may be facing financial stress or become distressed Commercial Real Estate Debt & equity investments in commercial real estate with a focus on the middle market Structured Credit Debt & equity investments in structured credit vehicles, predominately Collateralized Loan Obligations (“CLOs”) |
| 1 | Allocation shown above does not include an allocation for cash. There can be no guarantee that the Fund will achieve these portfolio ranges. Targeted portfolio characteristics are provided for illustrative purposes only and do not reflect guaranteed portfolio holdings or characteristics. No representation is being made the Fund will achieve the portfolio characteristics indicated above. Portfolio characteristics may be significantly different than those shown and economic conditions may differ materially from the conditions under which the Fund managed by BSP were invested. There is no guarantee that the opportunities listed above will be available to an investor at the time of investment. Any target, estimate or projection has inherent limitations, including that actual market or economic factors, the ability to source suitable investments or future assumptions of BSP may differ materially from those currently anticipated by BSP. |
| IV | Franklin BSP Private Credit Fund |
Market Outlook:
Today’s market environment continues to evolve, with record high inflation, supply chain constraints, weak economic growth, and continued interest rate hikes from the Federal Reserve. As a result of the volatility, we have seen markets reprice outstanding securities, with credit spreads widening and LIBOR/SOFR continuing to rise. For FBSPX, this means we will be more focused at the top of the capital structure when underwriting new loans and avoiding companies who are more susceptible to inflationary pressures. Additionally, we have also invested in non-market correlated industrial companies, such as the salt mining business, that we find attractive in today’s market environment. Given the macroeconomic backdrop, FBSPX will continue to be more cautious on cyclical businesses while monitoring the overall stability of the US economy, as well conflicts overseas. We expect default rates over the next few years to be elevated but are confident in our ability to diligently underwrite new deals that can withstand the economic uncertainty. As a result of market volatility, FBSPX has carefully shepherded its resources, holding a significant portion of the portfolio in short-term investments. FBSPX will continue to opportunistically deploy its capital consistent with its investment strategy in an attempt to optimize risk adjusted returns for the fund’s shareholders.
Meet the Portfolio Managers:
Anant Kumar, Managing Director
Anant Kumar is a managing director for Benefit Street Partners, based in our West Palm Beach office. Mr. Kumar serves as Head of Research and as portfolio manager on multiple BSP strategies, including CLOs, high yield bonds, and private debt (FBSPX). Through his role as co-portfolio manager, Mr. Kumar leverages his comprehensive research background to actively manage both private and public credits in FBSPX.
Prior to joining BSP in 2015, Mr. Kumar worked in the capital markets advisory group at Lazard Frères and the leveraged finance group at Deutsche Bank. Mr. Kumar received a Master of Business Administration from the University of Chicago, a Master of Science from Stanford University, and a Bachelor of Engineering from Visvesvaraya Technological University in India.
Saahil Mahajan, Managing Director
Saahil Mahajan is a managing director with Benefit Street Partners and is based in our West Palm Beach office. He shares portfolio management responsibilities for our private debt funds and is a member of the Private Debt Investment Committee. Mr. Mahajan brings expertise in evaluating private credit opportunities through his role as co-portfolio manager on FBSPX.
Prior to joining BSP in 2012, Mr. Mahajan was a principal at Oak Hill Advisors, where he had responsibility for the firm’s chemicals and financials investments. Previously, Mr. Mahajan worked for the Peter J Solomon Company as an analyst in its mergers and acquisitions group. Mr. Mahajan received a Bachelor of Science from the Wharton School of the University of Pennsylvania. In addition, Mr. Mahajan is a CFA charterholder.
| Franklin BSP Private Credit Fund | V |
On behalf of everyone at Benefit Street Partners, I want to thank you for your continued support and ongoing investment with the firm. Please do not hesitate to reach out to anyone on the team with any questions you may have.
Sincerely,
Richard J. Byrne
Chief Executive Officer and President
This document does not constitute advice or a recommendation or offer to sell or a solicitation to deal in any security or financial product. It is provided for information purposes only and on the understanding that the recipient has sufficient knowledge and experience to be able to understand and make their own evaluation of the proposals and services described herein, any risks associated therewith and any related legal, tax, accounting or other material considerations. To the extent that the reader has any questions regarding the applicability of any specific issue discussed above to their specific portfolio or situation, prospective investors are encouraged to contact Benefit Street Partners or consult with the professional advisor of their choosing.
Except where otherwise indicated, the information contained in this presentation is based on matters as they exist as of the date of preparation of such material and not as of the date of distribution or any future date. Recipients should not rely on this material in making any future investment decision.
There is no guarantee that the investment objectives will be achieved. Moreover, past performance is not a guarantee or indicator of future results.
Certain information contained herein constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” or “believe,” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events, results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements. Nothing contained herein may be relied upon as a guarantee, promise, assurance or a representation as to the future.
| VI | Franklin BSP Private Credit Fund |
Performance data (unaudited)
Value of $10,000 invested in
Advisor Class Shares of Franklin BSP Private Credit Fund vs. LSTA US Leveraged Loan Index vs. ICE BofA US High Yield Index — October 3, 2022 - December 31, 2022
| Total return based on a $10,000 investment |
This chart assumes an initial gross investment of $10,000 made on October 3, 2022 (commencement of operations). Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. In the absence of fee waivers and reimbursements, returns for the Fund would have been lower. Past performance is not predictive of future performance. Investment return and principal value will fluctuate, so that your shares, when redeemed, may be worth more or less than the original cost.
The Morningstar LSTA US Leveraged Loan Index is designed to deliver comprehensive, precise coverage of the US leveraged loan market.
The Intercontinental Exchange (ICE) Bank of America (BofA) US High Yield Index tracks the performance of US dollar denominated below investment grade rated corporate debt publicly issued in the US domestic market.
| Average annual total returns (for periods ended December 31, 2022) |
| | 1-month period
ended 12/31/2022 | Since Inception
(10/3/2022) |
| Franklin BSP Private Credit Fund - Class A | 0.40% | 1.00% |
| Franklin BSP Private Credit Fund - Advisor Class | 0.52% | 1.12% |
| LSTA US Leveraged Loan Index | 0.42% | 2.66% |
| ICE BofA US High Yield Index | (0.75)% | 3.48% |
The Fund distributions have not resulted in a return of capital. The Fund intends to make a distribution each month to its Shareholders of the net investment income of the Fund after payment of Fund operating expenses. The dividend is calculated monthly by the Board. To qualify for and maintain RIC tax treatment, the Fund is required to distribute on a timely basis with respect to each tax year dividends for U.S. federal income tax purposes of an amount at least equal to the sum of 90% of “investment company taxable income” and net tax-exempt interest income, determined without regard to any deduction for dividends paid, for such tax year. To avoid certain excise taxes imposed on RICs, the Fund is required to distribute in respect of each calendar year dividends of an amount at least equal to the sum of (1) 98% of ordinary income (taking into account certain deferrals and elections) for
| Franklin BSP Private Credit Fund 2022 Annual Report | 1 |
Performance data (unaudited) (cont’d)
the calendar year, (2) 98.2% of capital gain net income (adjusted for certain ordinary losses) generally for the one-year period ending on October 31 of the calendar year and (3) any ordinary income and capital gain net income for previous calendar years that were not distributed during such calendar years and on which the Fund paid no U.S. federal income tax. The Fund intends to pay sufficient dividends to maintain its RIC status, but can make no assurances.
| Investment Breakdown (%) as a percent of total investments |
The below table represents the composition of the Fund’s investments as of December 31, 2022. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.
| | 12/31/2022 |
| Senior Secured First Lien Debt | 64.7% |
| Short-Term Investments | 35.3% |
| 2 | Franklin BSP Private Credit Fund 2022 Annual Report |
Schedule of investments
December 31, 2022
| Franklin BSP Private Credit Fund |
(Percentages are stated as a percent of net assets)
| Portfolio Company(a)(b) | Industry | Investment
Coupon
Rate (c) | Maturity | Principal/
Numbers
of Shares | Fair
Value |
| Senior Secured First Lien Debt — 82.6% | | | | | | |
| Bank Loans — 67.2% | | | | | | | |
| Acrisure, LLC (d)(e) | Financials | S + 5.75% | | | | | |
| | | (9.92%) | 2/15/2027 | $ | 500,000 | $ | 495,000 |
| Advisor Group, Inc. (d)(e) | Financials | L + 4.50% | | | | | |
| | | (8.57%) | 7/31/2026 | | 498,715 | | 486,925 |
| Altice Financing, SA (d)(e) | Telecom | S + 5.00% | | | | | |
| | | (9.57%) | 10/28/2027 | | 750,000 | | 716,250 |
| AppLovin Corp. (d)(e) | Media/Entertainment | L + 3.25% | | | | | |
| | | (7.32%) | 8/15/2025 | | 250,000 | | 240,052 |
| AppLovin Corp. (d)(e) | Media/Entertainment | P + 2.00% | | | | | |
| | | (9.50%) | 10/25/2028 | | 997,487 | | 945,119 |
| Avalara, Inc. (e)(f) | Software/Services | S + 7.25% | | | | | |
| | | (11.83%) | 10/19/2028 | | 502,000 | | 489,852 |
| Axalta Coating Systems Dutch | Chemicals | S + 3.00% | | | | | |
| Holding B B.V. (d)(e) | | (7.51%) | 12/20/2029 | | 750,000 | | 750,000 |
| Blackstone Mortgage Trust, | Financials | S + 3.50% | | | | | |
| Inc. (d)(e) | | (7.59%) | 5/9/2029 | | 748,120 | | 731,288 |
| Bombardier Recreational | Consumer | S + 3.50% | | | | | |
| Products (d)(e) | | (7.82%) | 12/13/2029 | | 500,000 | | 489,375 |
| Caesars Resort Collection, | Gaming/Lodging | L + 3.50% | | | | | |
| LLC (d)(e) | | (7.88%) | 7/21/2025 | | 497,770 | | 496,073 |
| Citadel Securities, LP (d)(e) | Financials | S + 2.50% | | | | | |
| | | (6.70%) | 2/2/2028 | | 748,097 | | 732,573 |
| Connect Finco SARL (d)(e) | Telecom | L + 3.50% | | | | | |
| | | (7.58%) | 12/11/2026 | | 500,000 | | 493,540 |
| Delta 2 Lux SARL (d)(e) | Media/Entertainment | S + 3.25% | | | | | |
| | | (7.57%) | 1/15/2030 | | 500,000 | | 499,375 |
| Directv Financing, LLC (d)(e) | Media/Entertainment | L + 5.00% | | | | | |
| | | (9.38%) | 8/2/2027 | | 487,637 | | 473,720 |
| Faraday Buyer, LLC (e)(f) | Utilities | S + 7.00% | | | | | |
| | | (11.32%) | 10/11/2028 | | 325,000 | | 315,607 |
| Focus Financial Partners, | Financials | S + 3.25% | | | | | |
| LLC (d)(e) | | (7.57%) | 6/30/2028 | | 498,750 | | 492,102 |
| Grab Holdings, Inc. (d)(e) | Software/Services | L + 4.50% | | | | | |
| | | (8.89%) | 1/29/2026 | | 453,182 | | 446,384 |
| Guggenheim Partners | Financials | | | | | | |
| Investment Management | | S + 3.25% | | | | | |
| Holdings, LLC (d)(e) | | (7.57%) | 12/7/2029 | | 750,000 | | 740,160 |
| GVC Holdings Gibraltar, Ltd. (d)(e) | Gaming/Lodging | S + 3.50% | | | | | |
| | | (7.51%) | 10/31/2029 | | 750,000 | | 745,628 |
The accompanying notes are an integral part of these financial statements.
| Franklin BSP Private Credit Fund 2022 Annual Report | 3 |
Schedule of investments (cont’d)
December 31, 2022
| Franklin BSP Private Credit Fund |
(Percentages are stated as a percent of net assets)
| Portfolio Company (a)(b) | Industry | Investment
Coupon
Rate (c) | Maturity | Principal/
Numbers
of Shares | Fair
Value |
| Senior Secured First Lien Debt — continued | | | | | | |
| Hudson River Trading, LLC (d)(e) | Financials | S + 3.00% | | | | | |
| | | (7.44%) | 3/20/2028 | $ | 498,731 | $ | 470,767 |
| Jump Financial, LLC (d)(e) | Financials | S + 4.50% | | | | | |
| | | (9.34%) | 8/7/2028 | | 498,737 | | 472,554 |
| Peraton Corp. (d)(e) | Industrials | L + 3.75% | | | | | |
| | | (8.13%) | 2/1/2028 | | 500,000 | | 487,395 |
| SkyMiles IP, Ltd. (d)(e) | Transportation | L + 3.75% | | | | | |
| | | (7.99%) | 10/20/2027 | | 750,000 | | 763,500 |
| Solarwinds Holdings, Inc. (d)(e) | Software/Services | S + 4.00% | | | | | |
| | | (8.32%) | 2/5/2027 | | 500,000 | | 494,270 |
| Spirit Aerosystems, Inc. (d)(e) | Industrials | S + 4.50% | | | | | |
| | | (8.82%) | 1/15/2027 | | 498,750 | | 494,231 |
| Standard Industries, Inc. (d)(e) | Industrials | L + 2.25% | | | | | |
| | | (6.43%) | 9/22/2028 | | 500,000 | | 493,395 |
| Starwood Property Mortgage, | Financials | S + 3.25% | | | | | |
| LLC(d)(e) | | (7.58%) | 11/18/2027 | | 500,000 | | 491,720 |
| Transdigm, Inc. (d)(e) | Industrials | S + 3.25% | | | | | |
| | | (7.57%) | 2/22/2027 | | 750,000 | | 746,348 |
| WaterBridge Midstream | Energy | L + 5.75% | | | | | |
| Operating, LLC (d)(e) | | (9.13%) | 6/22/2026 | | 750,000 | | 719,295 |
| Zendesk, Inc. (e)(f) | Software/Services | S + 6.50% | | | | | |
| | | (11.04%) | | | | | |
| | | 3.50% PIK | 11/22/2028 | | 534,000 | | 523,534 |
| Total Bank Loans (Cost $16,886,609) | | | | | $ | 16,936,032 |
| Corporate Bonds — 15.4% | | | | | | | |
| Arches Buyer, Inc. (d) | Media/Entertainment | 4.25% | 6/1/2028 | $ | 250,000 | $ | 196,562 |
| Jane Street Group, LLC (d) | Financials | 4.50% | 11/15/2029 | | 1,250,000 | | 1,085,050 |
| Mileage Plus Holdings, LLC (d) | Transportation | 6.50% | 6/20/2027 | | 450,000 | | 446,616 |
| New Fortress Energy, Inc. (d) | Utilities | 6.75% | 9/15/2025 | | 750,000 | | 711,893 |
| Tenet Healthcare Corp. (d) | Healthcare | 4.88% | 1/1/2026 | | 500,000 | | 475,749 |
| Univision Communications (d) | Broadcasting | 5.13% | 2/15/2025 | | 500,000 | | 477,518 |
| US Foods, Inc. (d) | Food & Beverage | 6.25% | 4/15/2025 | | 500,000 | | 496,320 |
| Total Corporate Bonds (Cost $3,930,555) | | | | | $ | 3,889,708 |
| Total Senior Secured First Lien Debt (Cost $20,817,164) | | | | | $ | 20,825,740 |
The accompanying notes are an integral part of these financial statements.
| 4 | Franklin BSP Private Credit Fund 2022 Annual Report |
Schedule of investments (cont’d)
December 31, 2022
| Franklin BSP Private Credit Fund |
(Percentages are stated as a percent of net assets)
| | Coupon
Rate | Principal/
Numbers of
Shares | Fair
Value |
| Money Market Funds — 45.1% | | | | | |
| U.S. Bank Money Market Deposit Account (g)(h) | 3.90% | $ | 11,353,411 | $ | 11,353,411 |
| Total Money Market Funds (Cost $11,353,411) | | | | $ | 11,353,411 |
| Total Investments (Cost $32,170,575) — 127.7% | | | | $ | 32,179,151 |
| Liabilities in Excess of Other Assets — (27.7)% | | | | | (6,974,640) |
| Total Net Assets — 100.0% | | | | $ | 25,204,511 |
| (a) | Unless otherwise indicated, all investments in the schedule of investments are non-affiliated, non-controlled investments. |
| (b) | Unless otherwise indicated, all investments in the schedule of investments are restricted. |
| (c) | The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”), Secured Overnight Financing Rate (“SOFR” or “S”), or Prime (“P”) and which reset daily, monthly, quarterly, or semiannually. For each, the Fund has provided the spread over the relevant reference rate and the current interest rate in effect at December 31, 2022. 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. |
| (d) | Although security is restricted as to resale, the Adviser has determined this security to be liquid based upon procedures approved by the Board of Trustees. The aggregate value of these securities at December 31, 2022 was $19,496,747, which represented 77.4% of net assets. |
| (e) | Variable rate security. Actual reference rates may vary based on the reset date of the security. |
| (f) | Fair value determined using significant unobservable inputs in accordance with procedures established by and under the supervision of the Adviser acting through its Valuation Committee. |
| (g) | Investment is unrestricted. |
| (h) | Rate shown is the 7-day effective yield as of December 31, 2022. |
As of December 31, 2022, the Fund had entered into the following commitments to fund various revolving and delayed draw senior secured loans. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and there can be no assurance that such conditions will be satisfied.
| Company | | Commitment Type | | Total Revolving
and Delayed Draw
Loan Commitments | | Less: Funded
Commitments | | Total Unfunded
Commitments
(Note 10) |
| Avalara, Inc. | | Revolver term loan | | $ | 50,000 | | $ | — | | $ | 50,000 |
| Faraday Buyer, LLC | | Delayed draw term loan | | | 32,000 | | | — | | | 32,000 |
| Zendesk, Inc. | | Delayed draw term loan | | | 132,778 | | | — | | | 132,778 |
| Zendesk, Inc. | | Revolver term loan | | | 55,000 | | | — | | | 55,000 |
| | | | | $ | 269,778 | | $ | — | | $ | 269,778 |
The accompanying notes are an integral part of these financial statements.
| Franklin BSP Private Credit Fund 2022 Annual Report | 5 |
Statement of assets and liabilities
As of December 31, 2022
| Assets: | | |
| Investments, at fair value (cost $32,170,575) | $ | 32,179,151 |
| Interest receivable | | 183,342 |
| Receivable for investment securities sold | | 746,723 |
| Deferred Costs, net of amortization | | 361,601 |
| Total Assets | | 33,470,817 |
| Liabilities: | | |
| Payable for investment securities purchased | | 7,806,227 |
| Due to affiliate | | 361,601 |
| Accrued expenses | | 98,356 |
| Accrued distribution fees | | 122 |
| Total Liabilities | | 8,266,306 |
| Net Assets | $ | 25,204,511 |
| Net Assets Consist of: | | |
| Capital stock | $ | 25,040,168 |
| Total distributable earnings | | 164,343 |
| Net Assets | $ | 25,204,511 |
| Class A | | |
| Net assets | $ | 100,657 |
| Shares outstanding (par value $0.001 per share, unlimited shares authorized) | | 10,000 |
| Class A net asset value, offering and redemption price per share | $ | 10.07 |
| Advisor Class | | |
| Net assets | $ | 25,103,854 |
| Shares outstanding (par value $0.001 per share, unlimited shares authorized) | | 2,493,993 |
| Advisor Class net asset value, offering and redemption price per share | $ | 10.07 |
The accompanying notes are an integral part of these financial statements.
| 6 | Franklin BSP Private Credit Fund 2022 Annual Report |
Statement of operations
Period Ended December 31, 20221
| Investment Income: | |
| Interest income | $248,160 |
| Total Investment Income | 248,160 |
| Expenses: | |
| Fund accounting and administration fees (See Note 4) | 235,093 |
| Other expenses | 131,630 |
| Amortization of deferred offering costs (See Note 5) | 116,603 |
| Professional fees | 89,993 |
| Management fees (See Note 4) | 76,549 |
| Distribution fees – Class A (See Note 4) | 122 |
| Total expenses before Adviser reimbursement | 649,990 |
| Expenses reimbursed by Adviser (See Note 4) | (512,079) |
| Total Net Expenses | 137,911 |
| Net Investment Income | 110,249 |
| Net Realized and Unrealized Gain: | |
| Net realized gain on investments | 150,969 |
| Net change in unrealized appreciation on investments | 8,576 |
| Net Realized and Unrealized Gain | 159,545 |
| Net Increase in Net Assets Resulting from Operations | $269,794 |
1 The Fund commenced operations on October 3, 2022.
The accompanying notes are an integral part of these financial statements.
| Franklin BSP Private Credit Fund 2022 Annual Report | 7 |
Statement of changes in net assets
Period Ended December 31, 20221
| Operations: | | |
| Net investment income | $ | 110,249 |
| Net realized gain on investments | | 150,969 |
| Net change in unrealized appreciation on investments | | 8,576 |
| Change in Net Assets Resulting from Operations | | 269,794 |
| Distributions to Shareholders: | | |
| Distributions – Class A | | (299) |
| Distributions – Advisor Class | | (105,152) |
| Change in Net Assets Resulting From Distributions To Shareholders | | (105,451) |
| Capital Share Transactions: | | |
| Proceeds from shares sold – Class A | | — |
| Proceeds from shares sold – Class Advisor Class | | 24,040,000 |
| Proceeds from reinvestment of distributions – Advisor Class | | 168 |
| Change in Net Assets from Capital Share Transactions | | 24,040,168 |
| Total Change in Net Assets | | 24,204,511 |
| Net Assets: | | |
| Beginning of period | | 1,000,000 |
| End of period | $ | 25,204,511 |
1 The Fund commenced operations on October 3, 2022.
The accompanying notes are an integral part of these financial statements.
| 8 | Franklin BSP Private Credit Fund 2022 Annual Report |
Financial highlights
Period Ended December 31, 20221
| Franklin BSP Private Credit Fund — Class A | | |
| Net asset value, beginning of period | $ | 10.00 |
| Income from investment operations | | |
| Net investment income2 | | 0.03 |
| Net realized and unrealized gains | | 0.07 |
| Total from investment operations | | 0.10 |
| Distributions to shareholders | | |
| Net investment income | | (0.03) |
| Net realized gains | | — |
| Total distributions | | (0.03) |
| Net asset value, end of period | $ | 10.07 |
| Total return3 | | 1.00%4 |
| Supplement data and ratios: | | |
| Net Assets, End of Period (000’s) | $ | 101 |
| Ratio of Expenses to Average Net Assets (Before Expense Reimbursement/Recoupment) | | 10.37%5 |
| Ratio of Expenses to Average Net Assets (After Expense Reimbursement/Recoupment) | | 2.75%5 |
| Ratio of Net Investment Income (Loss) to Average Net Assets | | |
| (Before Expense Reimbursement/Recoupment) | | (6.32)%5 |
| Ratio of Net Investment Income (Loss) to Average Net Assets | | |
| (After Expense Reimbursement/Recoupment) | | 1.30%5 |
| Portfolio Turnover Rate | | 42.17%4 |
| 1 | The Fund commenced operations on October 3, 2022. Investment operations commenced on October 4, 2022. Amounts annualized are based on the date investment operations commenced. |
| 2 | Net investment income per share has been calculated based on average shares outstanding during the period. |
| 3 | Total return represents the rate that an investor would have earned (or lost) on an investment in the Fund (assuming the reinvestment of all dividends and distributions). This does not include the effect of any sales charge. |
| 4 | Not annualized. |
| 5 | Annualized. |
The accompanying notes are an integral part of these financial statements.
| Franklin BSP Private Credit Fund 2022 Annual Report | 9 |
Financial highlights (cont’d)
Period Ended December 31, 20221
| Franklin BSP Private Credit Fund — Advisor Class | | |
| Net asset value, beginning of period | $ | 10.00 |
| Income from investment operations | | |
| Net investment income2 | | 0.04 |
| Net realized and unrealized gains | | 0.07 |
| Total from investment operations | | 0.11 |
| Distributions to shareholders | | |
| Net investment income | | (0.04) |
| Net realized gains | | — |
| Total distributions | | (0.04) |
| Net asset value, end of period | $ | 10.07 |
| Total return3 | | 1.12%4 |
| Supplement data and ratios: | | |
| Net Assets, End of Period (000’s) | $ | 25,104 |
| Ratio of Expenses to Average Net Assets (Before Expense Reimbursement/Recoupment) | | 9.87%5 |
| Ratio of Expenses to Average Net Assets (After Expense Reimbursement/Recoupment) | | 2.25%5 |
| Ratio of Net Investment Income (Loss) to Average Net Assets | | |
| (Before Expense Reimbursement/Recoupment) | | (5.82)%5 |
| Ratio of Net Investment Income (Loss) to Average Net Assets | | |
| (After Expense Reimbursement/Recoupment) | | 1.80%5 |
| Portfolio Turnover Rate | | 42.17%4 |
| 1 | The Fund commenced operations on October 3, 2022. Investment operations commenced on October 4, 2022. Amounts annualized are based on the date investment operations commenced. |
| 2 | Net investment income per share has been calculated based on average shares outstanding during the period. |
| 3 | Total return represents the rate that an investor would have earned (or lost) on an investment in the Fund (assuming the reinvestment of all dividends and distributions). |
| 4 | Not annualized. |
| 5 | Annualized. |
The accompanying notes are an integral part of these financial statements.
| 10 | Franklin BSP Private Credit Fund 2022 Annual Report |
Notes to financial statements
1. Organization
Franklin BSP Private Credit Fund (the “Fund”) is a Delaware statutory trust that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company that continuously issues shares. The Fund is offering two classes of Shares of the Fund: Advisor Class, with no sales load or distribution and shareholder servicing fee, and Class A shares, which may charge a sales load of up to 2.00% of the investor’s subscription and may charge an annual distribution and shareholder servicing fee of up to 0.50% per year. Investment income, realized and unrealized gains and losses, and certain fund-level expenses and expense reimbursements if any, are borne pro rata on the basis of relative net assets by the holders of all classes of shares, except that each class bears certain expenses unique to that class. The Fund’s investment activities are managed by Benefit Street Partners L.L.C (“BSP”, or the “Adviser”), and supervised by the Fund’s Board of Trustees (“Board” or “Board of Trustees”), a majority of whom are independent of the Adviser and its affiliates.
The Fund is an “interval fund” pursuant to which, subject to applicable law, it will conduct quarterly repurchase offers for between 5% and 25% of the Fund’s outstanding shares of beneficial interest (“Shares”) at a price equal to net asset value (“NAV”). The Fund will offer to repurchase 5% of its outstanding shares at NAV on a quarterly basis. It is also possible that a repurchase offer may be oversubscribed, with the result that Fund shareholders (“Shareholders”) may only be able to have a portion of their Shares repurchased. The Fund does not currently intend to list its Shares for trading on any national securities exchange. The Shares are, therefore, not readily marketable. Even though the Fund will make quarterly repurchase offers to repurchase a portion of the Shares to try to provide liquidity to Shareholders, the Shares should be considered illiquid.
The Fund’s investment objective is to generate attractive risk-adjusted returns with consistent current income. The Fund seeks to achieve its investment objective by investing in private credit investments in middle market companies in the United States. The investment portfolio will primarily consist of private credit investments, which include privately offered secured debt (including senior secured, unitranche and second-lien debt) and unsecured debt (including senior unsecured and subordinated debt) across directly originated corporate loans, broadly syndicated corporate loans and high yield corporate bonds.
2. Summary of significant accounting policies
The following is a summary of significant accounting policies followed by the Fund in the preparation of its 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 financial statements reflect all adjustments, both normal and recurring which, in the opinion of management, are necessary for the fair presentation of the
Fund’s results of operations and financial condition for the periods presented. The Fund is an investment company and accordingly applies specific accounting and financial reporting requirements under Financial Accounting Standards Codification (“ASC”) Topic 946, Financial Services-Investment Companies.
Investment valuation and fair value measurement
The Board has delegated to the Adviser as valuation designee (the “Valuation Designee”) the responsibility of determining the fair value of the Fund’s investment portfolio, subject to oversight of the Board, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation
| Franklin BSP Private Credit Fund 2022 Annual Report | 11 |
Notes to financial statements (cont’d)
Designee is charged with determining the fair value of the Fund’s investment portfolio, subject to oversight of the Board. The Board has delegated day-to-day responsibility for implementing the portfolio valuation process set forth in the Fund’s valuation policy to Fund management, which is comprised of officers and employees of the Adviser, and has authorized the Adviser to utilize the independent third-party pricing services and independent third-party valuation services that have been approved by the Board.
Securities for which market quotations are readily available on an exchange are valued at the reported closing price on the valuation date. The Fund may also obtain quotes with respect to certain of the Fund’s investments from pricing services or brokers or dealers in order to value assets. When doing so, the Fund 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 Fund uses the quote obtained.
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 Fund management may take into account in fair value pricing the Fund’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 Valuation Designee undertakes a multi-step valuation process, as described below:
| • | Each portfolio company or investment will be valued by the Valuation Designee, with assistance from one or more independent valuation firms; |
| | |
| • | 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, determines the fair value of each investment, in good faith, based on the input of independent valuation firms (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. |
Bank loans, including syndicated loans, are valued by using readily available market quotations or another commercially reasonable method selected by an independent, third party pricing service that has been approved by the Board, or, if such independent, third-party valuations are not available, by using broker quotations.
| 12 | Franklin BSP Private Credit Fund 2022 Annual Report |
High Yield Corporate Bonds and certain other domestic debt securities are valued at the last reported bid prices supplied by an independent, third party pricing service that has been approved by the Board. If the last reported bid price is not readily available or is otherwise deemed to be unreliable by the Valuation Committee, then such securities are valued at fair value pursuant to procedures adopted by the Board.
If they are traded on the valuation date, equity securities that are listed or traded on a national exchange will be valued at the last quoted sale price. If securities are listed on more than one exchange, and if the securities are traded on the valuation date, they will be valued at the last quoted sale price on the exchange on which the security is principally traded. If there is no sale of the security on the valuation date, or such price is not readily available, the Fund will value the securities at the last reported sale price, unless the Valuation Committee believes such price no longer represents the fair market value and elects to value the security at fair value pursuant to procedures adopted by the Board. Market quotations may be deemed not to represent fair value in certain circumstances where the Adviser reasonably believes that facts and circumstances applicable to an issuer, seller or purchaser or to the market for a particular security cause current market quotations not to reflect the fair value of the security. Examples of these events could include situations in which material events are announced after the close of the market on which a security is primarily traded, a security trades infrequently causing a quoted purchase or sale price to become stale, or a security’s trading has been halted or suspended.
Generally, trading in U.S. Government securities and money market instruments is substantially completed each day at various times prior to the close of business on the NYSE. The values of such securities used in computing the NAV of the Fund’s Shares are determined as of such times.
NAV per Share will be determined daily by the Adviser on each day the New York Stock Exchange (“NYSE”) is open for trading or at such other times as the Board may determine. NAV per Share is determined on a class-specific basis, by dividing the total value of the Fund’s net assets attributable to the applicable class by the total number of Shares of such class outstanding. The Fund’s net assets are determined by subtracting any liabilities (including borrowings for investment purposes) from the total value of its portfolio investments and other assets.
The Fund’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 Fund 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 Inputs: Quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access at the measurement date. |
| Franklin BSP Private Credit Fund 2022 Annual Report | 13 |
Notes to financial statements (cont’d)
| • | Level 2 Inputs: Inputs other than quoted prices included in 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 Inputs: Unobservable inputs that reflect the entity’s own assumptions about the assumptions the 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. |
Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Adviser. The Adviser considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Adviser’s perceived risk of that instrument.
The following table presents fair value measurements of investments, by major class, as of December 31, 2022, according to the fair value hierarchy:
| ASSETS |
| Description1 | | (Level 1) | (Level 2) | (Level 3) | Total |
| Assets | | | | | |
| Senior Secured First Lien Debt | | | | | |
| Bank Loans | $ | — | $15,607,039 | $1,328,993 | $16,936,032 |
| Corporate Bonds | | — | 3,889,708 | — | 3,889,708 |
| Total Senior Secured First Lien Debt | | — | 19,496,747 | 1,328,993 | 20,825,740 |
| Short-Term Investments | | 11,353,411 | — | — | 11,353,411 |
| Total Assets | $ | 11,353,411 | $19,496,747 | $1,328,993 | $32,179,151 |
1 For further security characteristics, see the Fund’s Schedule of Investments.
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs during the period ended December 31, 2022:
| | Investments |
| Beginning Balance – October 3, 2022* | $ | — |
| Acquisitions | | 1,328,478 |
| Change in unrealized appreciation (depreciation) | | 515 |
| Ending Balance – December 31, 2022 | $ | 1,328,993 |
* Date of commencement of operations.
As of December 31, 2022, the change in unrealized appreciation (depreciation) on positions still held in the Fund was $515 for Senior Secured First Lien Debt.
| 14 | Franklin BSP Private Credit Fund 2022 Annual Report |
Significant unobservable inputs
The following table summarizes the significant unobservable inputs used to value the Level 3 investments as of December 31, 2022. 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 Category | Fair Value | Primary Valuation Technique | Unobservable Inputs | Minimum | Maximum | Weighted Average(a) |
| Bank Loan | $ 1,328,993 | Yield Analysis | Market Yield | 11.30% | 12.72% | 12.00% |
| | $ 1,328,993 | | | | | |
(a) Weighted averages are calculated based on fair value of investments.
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 of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
Indemnifications
In the ordinary course of its business, the Fund may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Fund. Based on its history and experience, management feels that the likelihood of such an event is remote.
Federal income taxes
The Fund has elected to be treated for federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (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 “investment company taxable 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 Fund intends to make sufficient distributions to maintain its ability to be subject to be taxed as a RIC each year. The Fund may be subject to federal excise tax imposed at a rate of 4% on certain undistributed amounts.
Distributions to shareholders
The Fund intends to distribute to its shareholders any net investment income monthly and any net realized long- or short-term capital gains, if any, at least annually. Distributions are recorded on the ex-dividend date. The Fund may periodically make reclassifications among certain of its capital accounts as a result of the characterization of certain income and realized gains determined annually in accordance with federal tax regulations that may differ from U.S. GAAP.
| Franklin BSP Private Credit Fund 2022 Annual Report | 15 |
Notes to financial statements (cont’d)
Foreign securities and currency transactions
The Fund’s books and records are maintained in U.S. dollars. Foreign currency denominated transactions (i.e. market value of investment securities, assets and liabilities, purchases and sales of investment securities, and income and expenses) are translated into U.S. dollars at the current rate of exchange.
The Fund does not isolate that portion of results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held.
Security transactions and investment income
Investment transactions are recorded on the trade date. Dividend income, less any foreign tax withheld, is recognized on the ex-dividend date and interest income is recognized on an accrual basis, including amortization/accretion of premiums or discounts. Discounts and premiums on securities purchased are amortized over the lives of the respective securities using the effective yield method.
Restricted securities
The Fund may invest a substantial portion of its assets in securities that are restricted, but eligible for purchase and sale by certain qualified institutional buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, as well as other restricted securities. Restricted securities may be resold in transactions that are exempt from registration under Federal securities laws or if the securities are publicly registered. Restricted securities may be deemed illiquid.
3. Federal tax matters
Provisions for federal income taxes or excise taxes have not been made because the Fund has elected to be taxed as a RIC and intends to distribute substantially all taxable income to shareholders and otherwise comply with the provisions of the Code applicable to RICs. Distributions from net realized gains for book purposes may include short-term capital gains which are included as ordinary income to shareholders for tax purposes. Additionally, U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. The reclassifications have no effect on net assets or NAV per share.
For the fiscal period ended December 31, 2022, the effect of permanent “book/tax” reclassifications resulted in increases and decreases to components of the Fund’s net assets as follows:
During the period ended December 31, 2022, the Fund did not make any reclassifications among components of net assets.
| | For the period ended December 31, 2022 |
| Tax cost of investments | $ 32,170,575 |
| Unrealized appreciation | 109,271 |
| Unrealized depreciation | (100,695) |
| Net unrealized appreciation (depreciation) | 8,576 |
| 16 | Franklin BSP Private Credit Fund 2022 Annual Report |
| | For the period ended December 31, 2022 |
| Undistributed ordinary income | $ | 155,767 |
| Undistributed long-term gain (capital loss carryover) | | — |
| Distributable earnings | | 155,767 |
| Other accumulated earnings (loss) | | — |
| Total accumulated gain (loss) | $ | 164,343 |
The tax character of distributions paid during the period ended December 31, 2022 was as follows:
| | Ordinary
Income | Long-Term
Capital Gain | Return of
Capital | Total |
| Franklin BSP Private Credit Fund | $ 105,451 | $ | — | $ | — | $105,451 |
As of December 31, 2022, the Company did not have any short-term or long-term capital loss carryforwards.
There is no tax liability from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken on the tax return for the fiscal period ended December 31, 2022. The period ended December 31, 2022 is the only tax year open for exam. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year, the Fund did not incur any interest or penalties.
4. Related party transactions
Investment management agreement
The Fund is managed by BSP, a Delaware limited liability company, 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 Fund’s activities and is responsible for making investment decisions with respect to the Fund’s portfolio.
As compensation for it services, the Fund pays the Adviser a management fee, computed daily and paid monthly in arrears at an annual rate of 1.25% of the Fund’s average daily net assets. In addition to the asset based fee above, the Fund shall pay to the Adviser an incentive fee calculated and payable quarterly in arrears based upon the Fund’s “pre-incentive fee net investment income” for the immediately preceding quarter, and which is subject to a hurdle rate, expressed as a rate of return on the Fund’s net assets, equal to 1.50% per quarter (or an annualized hurdle rate of 6.00%), subject to a “catch-up” feature.
“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 we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement with BSP, and any interest expense and dividends paid on
| Franklin BSP Private Credit Fund 2022 Annual Report | 17 |
Notes to financial statements (cont’d)
any issued and outstanding preferred stock, but excluding the incentive fee and distribution fees). 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 PIK interest and zero coupon securities), accrued income that we have 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. The payment of the incentive fee on income is subject to payment of a preferred return to investors each quarter, expressed as a quarterly rate of return on the value of our net assets at the end of the most recently completed calendar quarter, of 1.50% (6.00% annualized), subject to a “catch up” feature (as described below). The calculation of the incentive fee on income for each quarter is as follows:
| • | No incentive fee on income is payable to the Adviser in any calendar quarter in which our 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 our Pre-Incentive Fee Net Investment Income, if any, that exceeds the preferred return but is less than or equal to 1.71425% in any calendar quarter (6.86% annualized) is payable to the Adviser. This portion of our incentive fee on income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 12.5% on all of our Pre-Incentive Fee Net Investment Income when our Pre-Incentive Fee Net Investment Income reaches 1.71425% (6.86% annualized) in any calendar quarter; and |
| • | For any quarter in which our Pre-Incentive Fee Net Investment Income exceeds 1.71425% (6.86% annualized), the incentive fee on income equals 12.5% of the amount of our Pre-Incentive Fee Net Investment Income, as the Preferred Return and catch-up will have been achieved. |
For the period from October 3, 2022 (commencement of operations) through December 31, 2022, the Adviser earned a management fee of $76,549 and $0 incentive fees from the Fund.
Expense limitation agreement
The Adviser and the Fund have entered into the Third Amended and Restated Expense Limitation Agreement. Subject to this agreement, the Adviser has agreed to reimburse the Fund’s initial organizational and offering costs as well as its operating expenses (excluding expenses directly related to the interest costs and structuring costs for borrowing and line(s) of credit, taxes, litigation or extraordinary expenses not incurred in the ordinary course of the Fund’s business, incentive fees, or any distribution or shareholder servicing fees) solely to the extent necessary to limit the total annual operating expenses of the Fund to 2.25% of the Fund’s net asset value at each quarter end. The Adviser shall be permitted to recoup in later periods Fund expenses that the Adviser has paid or otherwise borne (whether through reduction of its management fee or otherwise) to the extent that the expenses for the Fund fall below the annual limitation rate in effect at the time of the actual waiver/ reimbursement and to the extent that they do not cause the Fund to exceed the annual rate in effect at the time of recoupment. Under the expense limitation agreement the Adviser was not permitted to recoup such expenses beyond three years from when the applicable expense payment was made. During the period ended December 31, 2022, the Adviser waived $816,711 of eligible Fund expenses, which is disclosed in the Statement of Operations. As of December 31, 2022 the maximum available recoupment by the Adviser is $738,399. The Fund has assessed the likelihood that a recoupment will be paid by the Fund in accordance with the
| 18 | Franklin BSP Private Credit Fund 2022 Annual Report |
provisions of ASC 450, Contingencies. Based on this assessment, it has been determined that the recoupment is not probable or estimable as of December 31, 2022, and as such, an accrual has not been made on the statement of assets and liabilities.
Custodian, administrator, and transfer agent
The custodian to the Fund is U.S. Bank, N.A. The administrators to the Fund are U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, an affiliate of U.S. Bank, N.A., and BSP. The transfer agent to the Fund is DST Systems, Inc.
Distribution agreement
Franklin Distributors, LLC (the “Distributor”) serves as the Fund’s distributor. The Distributor is an affiliate of BSP.
In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted a Distribution and Shareholder Servicing Plan (“Distribution Plan”) for each Share class. The Distribution Plan permits the Fund to compensate the Distributor through an annual fee of 0.50% per year, payable quarterly on average daily net assets attributable to Class A Shares. The Distribution Plan also permits for a sales load of up to 2.0% on purchases of Class A Shares and a contingent deferred sales charge of up to 1.0%. Advisor Class Shares will not be charged an annual fee and will not incur sales charges. For the period from October 3, 2022 (commencement of operations) through December 31, 2022, Class A incurred distribution fees of $122, of which $122 is unpaid.
Related parties
Certain officers of the Fund are also officers of the Adviser. Such officers are paid no fees by the Fund for serving as officers of the Fund. For the period from October 3, 2022 (commencement of operations) through December 31, 2022, the Fund incurred $39,433 of Trustee fees, which are included in Other expenses on the statement of operations.
5. Organizational and offering costs
Organizational costs consist of costs incurred to establish the Fund and enable it legally to do business. Organizational costs of $272,811 have been incurred inception to date by the Fund, and paid by the Adviser, subject to recoupment. Offering costs include state registration fees and legal fees regarding the preparation of the initial registration statement. Organizational costs are expensed as incurred. Offering costs are accounted for as deferred costs until operations begin and are then amortized to expense over twelve months on a straight-line basis. Offering costs of $478,204 have been incurred inception to date by the Fund, and advanced by the Adviser. The total amount of the offering costs amortized by the Fund is $116,603.
6. Investment transactions
For the period ended December 31, 2022, aggregate purchases and sales of securities (excluding short-term securities) by the Fund were $27,127,556 and $6,213,075, respectively. The fund did not have any purchases or sales of long-term U.S. government securities during the period ended December 31, 2022.
| Franklin BSP Private Credit Fund 2022 Annual Report | 19 |
Notes to financial statements (cont’d)
7. Capital share transactions
Class A | Period Ended
December 31,
20221 |
| Shares sold | — |
| Shares issued to holders in reinvestment of dividends | — |
| Shares redeemed | — |
| Net increase in shares | — |
| Shares outstanding: | |
| Beginning of period | 10,000 |
| End of period | 10,000 |
Advisor Class | Period Ended
December 31,
20221 |
| Shares sold | 2,403,976 |
| Shares issued to holders in reinvestment of dividends | 17 |
| Shares redeemed | — |
| Net increase in shares | 2,403,993 |
| Shares outstanding: | |
| Beginning of period | 90,000 |
| End of period | 2,493,993 |
1 The fund commenced operations on October 3, 2022.
There were no share repurchase offers for the period ended December 31, 2022.
8. Risk factors
Investment risks
First and second lien senior secured loans
When we make senior secured loans, we will generally take a security interest in the available assets of these portfolio companies, including the equity interests of their subsidiaries. We expect this security interest to help mitigate the risk that we will not be repaid. However, there is a risk that the collateral securing our loans may decrease in value over time or lose its entire value, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. Also, in some circumstances, our lien could be subordinated to claims of other creditors. In addition, deterioration in a portfolio company’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the loan. Finally, applicable bankruptcy laws may adversely impact the timing and methods used by us to liquidate collateral securing our loans, which could adversely affect the collectability of such loans. Consequently, the fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the loan’s terms, or at all, or that we will be able to collect on the loan should we be forced to enforce our remedies.
| 20 | Franklin BSP Private Credit Fund 2022 Annual Report |
Mezzanine debt
Our mezzanine debt investments will generally be subordinated to senior loans and will generally be unsecured. This may result in a heightened level of risk and volatility or a loss of principal which could lead to the loss of our entire investment.
These investments may involve additional risks that could adversely affect our investment returns. To the extent interest payments associated with such debt are deferred, including in order to pay amounts owed under senior loans, such debt may be subject to greater fluctuations in valuations, and such debt could subject us and Shareholders to non-cash income. Since we will not receive any principal repayments prior to the maturity of some of our mezzanine debt investments, such investments will be of greater risk than amortizing loans.
Payment-in-kind (“PIK”) interest risk
The Fund may hold investments that result in PIK interest. PIK creates the risk that incentive fees will be paid to the Adviser based on non-cash accruals that ultimately may not be realized, while the Adviser will be under no obligation to reimburse the Fund for these fees. PIK interest has the effect of generating investment income at a compounding rate, thereby further increasing the incentive fees payable to the Adviser. Similarly, all things being equal, the deferral associated with PIK interest also increases the loan-to-value ratio at a compounding rate. The market prices of PIK securities generally are more volatile than the market prices of interest-bearing securities and are likely to respond to a greater degree to changes in interest rates than interest-bearing securities having similar maturities and credit quality. Because PIK interest results in an increase in the size of the PIK securities held, the Fund’s exposure to potential losses increases when a security pays PIK interest.
More generally, investing in private companies involves a number of significant risks, including that they: may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our investment; have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and changing market conditions, as well as general economic downturns; are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us; generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. In addition, our executive officers and trustees and employees of our Advisor may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the portfolio companies; and may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity.
| Franklin BSP Private Credit Fund 2022 Annual Report | 21 |
Notes to financial statements (cont’d)
CLO securities risk
CLOs issue securities in tranches with different payment characteristics and different credit ratings. The rated tranches of securities issued by CLOs (“CLO Securities”) are generally assigned credit ratings by one or more nationally recognized statistical rating organizations. The subordinated (or residual) tranches do not receive ratings. Below investment grade tranches of CLO Securities typically experience a lower recovery, greater risk of loss or deferral or non-payment of interest than more senior tranches of the CLO.
The riskiest portion of the capital structure of a CLO is the subordinated (or residual) tranche, which bears the bulk of defaults from the loans in the CLO and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CLO typically has higher ratings and lower yields than the underlying securities, and can be rated investment grade. Despite the protection from the subordinated tranche, CLO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults and aversion to CLO Securities as a class. The risks of an investment in a CLO depend largely on the collateral and the tranche of the CLO in which the Fund invests.
The CLOs in which the Fund invests may have issued and sold debt tranches that will rank senior to the tranches in which the Fund invests. By their terms, such more senior tranches may entitle the holders to receive payment of interest or principal on or before the dates on which the Fund is entitled to receive payments with respect to the tranches in which the Fund invests.
Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a CLO, holders of more senior tranches would typically be entitled to receive payment in full before the Fund receives any distribution. After repaying such senior creditors, such CLO may not have any remaining assets to use for repaying its obligation to the Fund. In the case of tranches ranking equally with the tranches in which the Fund invests, the Fund would have to share on an equal basis any distributions with other creditors holding such securities in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant CLO. Therefore, the Fund may not receive back the full amount of its investment in a CLO.The transaction documents relating to the issuance of CLO Securities may impose eligibility criteria on the assets of the CLO, restrict the ability of the CLO’s investment manager to trade investments and impose certain portfolio-wide asset quality requirements. These criteria, restrictions and requirements may limit the ability of the CLO’s investment manager to maximize returns on the CLO Securities. In addition, other parties involved in CLOs, such as third-party credit enhancers and investors in the rated tranches, may impose requirements that have an adverse effect on the returns of the various tranches of CLO Securities. Furthermore, CLO Securities issuance transaction documents generally contain provisions that, in the event that certain tests are not met (generally interest coverage and over-collateralization tests at varying levels in the capital structure), proceeds that would otherwise be distributed to holders of a junior tranche must be diverted to pay down the senior tranches until such tests are satisfied. Failure (or increased likelihood of failure) of a CLO to make timely payments on a particular tranche will have an adverse effect on the liquidity and market value of such tranche.
| 22 | Franklin BSP Private Credit Fund 2022 Annual Report |
Payments to holders of CLO Securities may be subject to deferral. If cash flows generated by the underlying assets are insufficient to make all current and, if applicable, deferred payments on CLO Securities, no other assets will be available for payment of the deficiency and, following realization of the underlying assets, the obligations of the Borrower of the related CLO Securities to pay such deficiency will be extinguished.
The market value of CLO Securities may be affected by, among other things, changes in the market value of the underlying assets held by the CLO, changes in the distributions on the underlying assets, defaults and recoveries on the underlying assets, capital gains and losses on the underlying assets, prepayments on underlying assets and the availability, prices and interest rate of underlying assets. Furthermore, the leveraged nature of each subordinated class may magnify the adverse impact on such class of changes in the value of the assets, changes in the distributions on the assets, defaults and recoveries on the assets, capital gains and losses on the assets, prepayment on assets and availability, price and interest rates of assets. Finally, CLO Securities are limited recourse and may not be paid in full and may be subject to up to 100% loss.
Covenant-lite loans risk
Some of the loans in which the Fund may invest may be “covenant-lite” loans. “Covenant-lite” loans refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent the Fund invests in “covenant-lite” loans, the Fund may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.
Market risks
The success of the Fund’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Fund’s investments), trade barriers, currency exchange controls, disease outbreaks, pandemics, and national and international political, environmental and socioeconomic circumstances (including wars, terrorist acts or security operations). In addition, the current U.S. political environment and the resulting uncertainties regarding actual and potential shifts in U.S. foreign investment, trade, taxation, economic, environmental and other policies under the current Administration, as well as the impact of geopolitical tension, such as a deterioration in the bilateral relationship between the U.S. and China or an escalation in conflict between Russia and Ukraine, could lead to disruption, instability and volatility in the global markets. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us.
Current and historic market turmoil has illustrated that market environments may, at any time, be characterized by uncertainty, volatility and instability. For example, the outbreak of COVID-19 is causing materially reduced consumer demand and economic output, disrupting supply chains, resulting in market closures, travel restrictions and quarantines, and
| Franklin BSP Private Credit Fund 2022 Annual Report | 23 |
Notes to financial statements (cont’d)
adversely impacting local and global economies. As with other serious economic disruptions, governmental authorities and regulators are responding to this crisis with significant fiscal and monetary policy changes, including by providing direct capital infusions into companies, introducing new monetary programs and considerably lowering interest rates, which, in some cases resulted in negative interest rates.
Inflation risk
Inflation risk is the risk that the value of certain assets or income from the Fund’s investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of investments and distributions can decline. In addition, during any periods of rising inflation, the dividend rates or borrowing costs associated with the Fund’s use of leverage would likely increase, which would tend to further reduce returns to shareholders.
Interest rate risk
General interest rate fluctuations and changes in credit spreads on floating rate loans may have a substantial negative impact on the Fund’s investments and investment opportunities and, accordingly, may have a material adverse effect on the Fund’s rate of return on invested capital, the Fund’s net investment income and the Fund’s NAV.
The Fund is exposed to medium to long-term spread duration securities. Longer spread duration securities have a greater adverse price impact to increases in interest rates.
The Adviser regularly measures exposure to interest rate risk. Interest rate risk is assessed on an ongoing basis by comparing the Fund’s interest rate sensitive assets to its interest rate sensitive liabilities. Based on that review, the Adviser determines whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.
Regulatory risk
Government regulation and/or intervention may change the way the Fund is regulated, affect the expenses incurred directly by the Fund, affect the value of its investments and limit the Fund’s ability to achieve its investment objective. Government regulation may change frequently and may have significant adverse consequences. Moreover, government regulation may have unpredictable and unintended effects. In addition to exposing the Fund to potential new costs and expenses, additional regulation or changes to existing regulation may also require changes to the Fund’s investment practices.
Credit risk
Credit risk relates to the ability of the borrower under an instrument to make interest and principal payments as they become due. The Fund’s investments in loans and other debt instruments are subject to risk of missing an interest and/or principal payment.
Credit spread risk
Credit spread risk is the risk that credit spreads (i.e., the difference in yield between securities that is due to differences in their credit quality) may increase when the market expects below-investment-grade bonds to default more frequently. Widening credit spreads may quickly reduce the market values of below-investment-grade and unrated securities. In
| 24 | Franklin BSP Private Credit Fund 2022 Annual Report |
recent years, the U.S. capital markets experienced extreme volatility and disruption following the spread of COVID-19, which increased the spread between yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. Central banks and governments played a key role in reintroducing liquidity to parts of the capital markets. Future exits of these financial institutions from the market may reintroduce temporary illiquidity. These and future market disruptions and/or illiquidity would be expected to have an adverse effect on the Fund’s business, financial condition, results of operations and cash flows.
Prepayment risk
Prepayment risk relates to the early repayment of principal on a loan or debt security. Loans are generally callable at any time, and certain loans may be callable at any time at no premium to par. Having the loan or other debt instrument called early may have the effect of reducing the Fund’s actual investment income below its expected investment income if the capital returned cannot be invested in transactions with equal or greater yields.
Volatility risk
Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.
Cybersecurity risk
Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. The Adviser faces various security threats on a regular basis, including ongoing cyber security threats to and attacks on its information technology infrastructure that are intended to gain access to its proprietary information, destroy data or disable, degrade or sabotage its systems. These security threats could originate from a wide variety of sources, including unknown third parties outside of the Adviser. Although the Adviser is not currently aware that it has been subject to cyber-attacks or other cyber incidents which, individually or in the aggregate, have materially affected its operations or financial condition, there can be no assurance that the various procedures and controls utilized to mitigate these threats will be sufficient to prevent disruptions to its systems.
9. Subsequent events
The Fund has evaluated subsequent events through the date the financial statements were available to be issued and has determined that there have been no events that have occurred that would require adjustments to the Fund’s disclosures in the financial statements.
| Franklin BSP Private Credit Fund 2022 Annual Report | 25 |
Expense examples (unaudited)
As a shareholder of the Franklin BSP Private Credit Fund, you incur ongoing costs, including management fees, distribution and/or shareholder servicing fees, and other Fund expenses, which are indirectly paid by shareholders. This example is intended to help you understand your ongoing costs (in U.S. dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 3, 2022 through December 31, 2022.
Actual Expenses
The first line on each table below provides information about actual account values and actual expenses. However, the table does not include shareholder specific fees, such as a fee charged for wire redemptions by the Fund’s transfer agent. The table also does not include portfolio trading commissions and related trading costs. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.
Hypothetical Example For Comparison Purposes
The second line on each table below provides information about hypothetical account values and hypothetical expenses based on the actual expense ratios for each share class of the Fund and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other fund. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relevant total cost of owning different funds.
Franklin BSP Private Credit Fund — Class A
| Beginning
Account
Value
October 3, 2022 | Ending
Account
Value
December 31, 2022 | Expenses Paid
During Period*
October 3, 2022 –
December 31, 2022 |
| Actual | $1,000.00 | $1,010.00 | $6.81 |
| Hypothetical (5% annual return before expenses) | $1,000.00 | $1,005.55 | $6.80 |
| * | Expenses are equal to the share class’s annualized six-month expense ratio of 2.75%, multiplied by the average account value over the period, multiplied by 90/365 to reflect the partial year period. |
| 26 | Franklin BSP Private Credit Fund 2022 Annual Report |
Franklin BSP Private Credit Fund — Advisor Class
| | Beginning
Account
Value
October 3, 2022 | Ending
Account
Value
December 31, 2022 | Expenses Paid
During Period*
October 3, 2022 –
December 31, 2022 |
| Actual | $1,000.00 | $1,011.20 | $5.58 |
| Hypothetical (5% annual return before expenses) | $1,000.00 | $1,006.78 | $5.57 |
| * | Expenses are equal to the share class’s annualized six-month expense ratio of 2.25%, multiplied by the average account value over the period, multiplied by 90/365 to reflect the partial year period. |
| Franklin BSP Private Credit Fund 2022 Annual Report | 27 |
Additional information (unaudited)
1. Board Approval of the Continuation of the Investment Management Agreement
The Independent Trustees considered, among other things, the nature, extent and quality of the investment selection process employed by the Adviser, including the flow of transaction opportunities resulting from the significant capital markets, trading and research expertise of the Adviser’s investment professionals, the employment of the Adviser’s investment philosophy, diligence procedures, credit recommendation process, investment structuring, and ongoing monitoring of portfolio companies, in light of the investment objective of the Fund. The Independent Trustees also considered the Adviser’s key personnel and their background and prior experience in connection with the types of investments made by the Fund, including such personnel’s network of relationships with financial sponsors focused on middle-market companies. The Independent Trustees determined that the background and experience of the management team and access to the Benefit Street Partners platform were suitable and appropriate for achieving the investment objective of the Fund. In addition, the Independent Trustees considered the fact that they retain the ability to terminate the Advisory Agreement without penalty upon 60 days’ written notice to the Adviser. The Independent Trustees further determined that the Adviser is served by a team of investment professionals with extensive private credit and leveraged finance market investment experience and an extensive network of relationships with financial sponsors.
The Independent Trustees considered the investment performance of Adviser and affiliated investment advisers’ funds in connection with initial approval of the Advisory Agreement prior to the Fund’s launch, as compared to the performance of other funds included in the Peer Group in the Adviser’s presentation. The Independent Trustees also considered the projected operating expenses of the Fund compared to the Peer Group listed in the Adviser’s presentation.
In addition, based on information provided by the Adviser, including the Adviser’s responses to a detailed series of questions, the Independent Trustees considered the Adviser’s performance in providing services related to corporate operations, including preparation and filing of various reports, maintenance of general organizational and corporate records and accounts, administration of the affairs of the Fund, including relationships with the Fund’s various service providers, and compliance with applicable laws and regulations.
The Independent Trustees considered the other terms and conditions of the Advisory Agreement. The Independent Trustees determined that the substantive terms of the Advisory Agreement (other than the fees payable thereunder, which the Independent Trustees reviewed separately), including the services to be provided, are generally the same as those of comparable funds described in the available market data and that it would be difficult to obtain similar services of similar quality on a comparable basis from other third-party service providers or through an internally managed structure.
The Independent Trustees considered comparative data based on publicly available information with respect to services rendered and the advisory fee of the other funds in the
| 28 | Franklin BSP Private Credit Fund 2022 Annual Report |
Peer Group. Based upon its review, the Independent Trustees noted that the advisory fee paid under the Advisory Agreement is consistent with the general market. In addition, the Independent Trustees considered the Fund’s projected total expenses.
The Independent Trustees considered the extent to which economies of scale may be realized as the Fund grows. The Independent Trustees also considered the potential economies of scale in which the Fund may share, to the extent that the Carlyle Global Credit platform as a whole continues to grow.
The Independent Trustees considered the profitability of the Adviser and noted that such information was based, in particular, on the fact that the management fee payable to the Adviser by the Fund is at the annual rate of 1.25%, of the average daily value of the Fund’s managed assets along with a 12.5% incentive fee subject to a 6.00% annualized hurdle. They further noted that market data regarding the profitability of investment advisers to other funds in the Peer Group, and that the methodologies by which such advisers calculated their profitability, was generally not publicly available.
2. Disclosure Regarding Fund Trustees and Officers
MANAGEMENT OF THE FUND
The Fund’s business and affairs are managed under the direction of the Board. The Board currently consists of nine members, five of whom are not “interested persons” of the Fund as defined in Section 2(a)(19) of the 1940 Act. The Fund refers to these individuals as its independent trustees. The Board annually elects the Fund’s officers, who serve at the discretion of the Board. The Board maintains an audit committee and a nominating and governance committee and may establish additional committees from time to time as necessary.
Board of Trustees and Executive Officers
Trustees
Information regarding the members of the Board is set forth below. The Trustees have been divided into two groups — Interested Trustees and Independent Trustees. As set forth in the Fund’s declaration of trust, each Trustee’s term of office shall continue until his or her death, resignation or removal.
| Franklin BSP Private Credit Fund 2022 Annual Report | 29 |
Additional information (unaudited) (cont’d)
Information about Trustees and Officers
Name,
Address1
and Year of
Birth | Position(s)
Held with
the Fund | Term of
Office and
Length
of Time
Served | Principal
Occupation(s)
During Past 5
Years | Number of
Portfolios
in Fund
Complex
Overseen
by Trustee2 | Other Directorships Held by Trustee |
| Interested Trustees3 | | | | |
Richard J. Byrne
1961 | Trustee | Indefinite Length - Since Inception | President of Benefit Street Partners L.L.C. | 4 | Interested Director of Franklin BSP Lending Corporation, Franklin BSP Capital Corporation, Franklin BSP Realty Trust, Inc., Broadtree Residential, Inc., and Director of Wynn Resorts, Limited and New York Road Runners. |
| Independent Trustees | | | | |
| Lee F. Hillman 1955 | Trustee | Indefinite Length - Since Inception | President of Liberation Advisory Group | 3 | Director of Broadtree Residential, Inc., Franklin BSP Lending Corporation, Franklin BSP Capital Corporation, Distribution Solutions Group, Inc. (formerly Lawson Products, Inc.) and Adelphia Recovery Trust. |
| Ronald J. Kramer 1958 | Trustee | Indefinite Length - Since Inception | Chief Executive Officer of Griffon Corporation | 3 | Director of Griffon Corporation, Franklin BSP Capital Corporation, and Franklin BSP Lending Corporation. |
| Leslie D. Michelson 1951 | Trustee | Indefinite Length - Since Inception | Chief Executive Officer of Private Health Management | 3 | Director of Franklin BSP Lending Corporation, Franklin BSP Capital Corporation, Healthcare Trust, Inc., and American Finance Trust, Inc. |
| Edward G. Rendell 1944 | Trustee | Indefinite Length - Since Inception | Retired | 3 | Director of Global Net Lease, Inc., American Finance Trust, Inc., Franklin BSP Capital Corporation, Franklin BSP Lending Corporation, and Healthcare Trust, Inc. |
| Dennis M. Schaney 1957 | Trustee | Indefinite Length - Since Inception | Retired | 3 | Director of Franklin BSP Lending Corporation and Franklin BSP Capital Corporation. |
| 1 | The address of each Trustee is care of the Secretary of the Fund at 9 West 57th St., 49th Floor, Suite 4920, New York, NY 10019. |
| 2 | The Fund Complex includes Franklin BSP Lending Corporation, Franklin BSP Capital Corporation and Franklin BSP Private Credit Fund and is defined as two or more registered investment companies that (a) hold themselves out to investors as related companies for purposes of investment and investor services; or (b) have a common investment adviser or have an investment adviser that is an affiliated person of any of the other registered investment companies. |
| 3 | “Interested person,” as defined in the 1940 Act, of the Fund. Richard J. Byrne is an interested person of the Fund due to his affiliation with the Advisor. |
| 30 | Franklin BSP Private Credit Fund 2022 Annual Report |
Name,
Address1
and Year of
Birth | Position(s)
Held with the Trust | Term of Office and
Length of Time Served | Principal Occupation(s) During Past 5 Years |
| Richard J. Byrne 1961 | Chief Executive Officer and President | Indefinite Length - Since Inception | President of Benefit Street Partners L.L.C. |
| Nina K. Baryski 1984 | Chief Financial Officer and Treasurer | Indefinite Length - Since Inception | Managing Director at Benefit Street Partners L.L.C.; Chief Financial Officer of Franklin BSP Lending Corporation; Chief Financial Officer of Franklin BSP Capital Corporation |
| Michael Frick 1992 | Secretary | Indefinite Length - Since Inception | Chief Operating Officer of Private Debt and a Director at Benefit Street Partners L.L.C.; Secretary of Franklin BSP Lending Corporation; Secretary of Franklin BSP Capital Corporation |
| Guy F. Talarico 1955 | Chief Compliance Officer | Indefinite Length - Since Inception | Chief Executive Officer of Alaric Compliance Services LLC; Managing Director at ACA Group |
| 1 | The address of each officer is care of the Secretary of the Fund at 9 West 57th St., 49th Floor, Suite 4920, New York, NY 10019. |
3. Shareholder Notification of Federal Tax Status
For the fiscal period ended December 31, 2022, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:
| | Percentage |
| Franklin BSP Private Credit Fund | 0.00% |
The percentage of dividends declared from ordinary income designated as qualified interest income for the period ended December 31, 2022 was as follows:
| | Percentage |
| Franklin BSP Private Credit Fund | 97.71% |
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the period ended December 31, 2022 was as follows:
| | Percentage |
| Franklin BSP Private Credit Fund | 0.00% |
| Franklin BSP Private Credit Fund 2022 Annual Report | 31 |
Additional information (unaudited) (cont’d)
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(C) for the Fund was as follows:
| | Percentage |
| Franklin BSP Private Credit Fund | 0.00% |
Shareholders should not use the above information to prepare their tax returns. Shareholders are advised to consult their own tax advisors with respect to the tax consequences of their investment in the Fund.
4. Availability of Quarterly Portfolio Holdings Schedules
The Fund is required to file its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Part F of Form N-PORT. The Fund’s filings on Part F of Form N-PORT are available without charge on the SEC’s website, www.sec.gov, or upon request by calling 1.855.609.3680.
5. Proxy Voting Policies and Procedures and Proxy Voting Record
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1.855.609.3680 and on the SEC’s website, www.sec.gov. The Fund is required to file how it voted proxies related to portfolio securities during the most recent 12-month period ended June 30. The information is available without charge, upon request by calling 1.855.609.3680 and on the SEC’s website, www.sec.gov.
6. Distribution Reinvestment Plan
The Fund operates its distribution reinvestment plan (“DRP”) administered by DST Systems Inc. (“DST”). Pursuant to the plan, the Fund’s Distributions, net of any applicable U.S. withholding tax, are reinvested in the same class of shares of the Fund.
Shareholders automatically participate in the DRP, unless and until an election is made to withdraw from the plan on behalf of such participating shareholder. A shareholder who does not wish to have Distributions automatically reinvested may terminate participation in the DRP at any time by written instructions to that effect to DST. Shareholders who elect not to participate in the DRP will receive all distributions in cash paid to the shareholder of record (or, if the Shares are held in street or other nominee name, then to such nominee). Such written instructions must be received by DST at least one (1) business day prior to the record date of the Distribution or the shareholder will receive such Distribution in shares through the DRP. Under the DRP, the Fund’s Distributions to Shareholders are automatically reinvested in full and fractional shares as described below.
When the Fund declares a Distribution, DST, on the shareholder’s behalf, will receive additional authorized shares from the Fund either newly issued or repurchased from Shareholders by
| 32 | Franklin BSP Private Credit Fund 2022 Annual Report |
the Fund and held as treasury stock. The number of shares to be received when Distributions are reinvested will be determined by dividing the amount of the Distribution by the Fund’s NAV per share.
DST will maintain all shareholder accounts and furnish written confirmations of all transactions in the accounts, including information needed by Shareholders for personal and tax records. DST will hold shares in the account of the Shareholders in non-certificated form in the name of the participant, and each shareholder’s proxy, if any, will include those shares purchased pursuant to the DRP. Each participant, nevertheless, has the right to request certificates for whole and fractional shares owned. The Fund will issue certificates in its sole discretion. DST will distribute all proxy solicitation materials, if any, to participating Shareholders.
In the case of Shareholders, such as banks, brokers or nominees, that hold shares for others who are beneficial owners participating under the DRP, DST will administer the DRP on the basis of the number of shares certified from time to time by the record shareholder as representing the total amount of shares registered in the shareholder’s name and held for the account of beneficial owners participating under the DRP.
Neither DST nor the Fund shall have any responsibility or liability beyond the exercise of ordinary care for any action taken or omitted pursuant to the DRP, nor shall they have any duties, responsibilities or liabilities except such as expressly set forth herein. Neither shall they be liable hereunder for any act done in good faith or for any good faith omissions to act, including, without limitation, failure to terminate a participant’s account prior to receipt of written notice of his or her death or with respect to prices at which shares are purchased or sold for the participants account and the terms on which such purchases and sales are made, subject to applicable provisions of the federal securities laws.
The automatic reinvestment of Dividends will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such Dividends. See “Tax Aspects.”
The Fund reserves the right to amend or terminate the DRP. There is no direct service charge to participants with regard to purchases under the DRP; however, the Fund reserves the right to amend the DRP to include a service charge payable by the participants.
All correspondence concerning the DRP should be directed to DST at Franklin BSP Private
Credit Fund c/o DST Systems, Inc. P.O. Box 219433 Kansas City, MO 64121-9433. Certain transactions can be performed by calling the toll free number 833-260-3565.
| Franklin BSP Private Credit Fund 2022 Annual Report | 33 |
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Franklin BSP Private Credit Fund
Benefit Street Partners LLC
9 West 57th Street, Suite 4920
New York, New York 10019
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, and the applicable rules thereunder, that from time to time the Fund may purchase shares of its stock.
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov. To obtain information on Form N-PORT, shareholders can call the Fund.
Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, (2) at www.franklintempleton.com and (3) on the SEC’s website at www.sec.gov.
Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund may be found on Franklin Templeton’s website, which can be accessed at www.franklintempleton.com. Any reference to Franklin Templeton’s website in this report is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate Franklin Templeton’s website in this report.
This report is transmitted to the shareholders of Franklin BSP Private Credit Fund for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.
Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing.
Investment Adviser
Benefit Street Partners LLC
9 West 57th Street, 49th Floor, Suite 4920
New York, NY 10019
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Manhattan West
New York, NY 10001
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
Custodian
U.S. Bank, N.A.
Two Liberty Place
S. 16th Street, Suite 2000
Philadelphia, PA 19102
Transfer Agent, Dividend Disbursing Agent, and Registrar
DST Systems, Inc.
333 West 11th Street, 5th Floor
Kansas City, Missouri 64105
Administrator
U.S. Bancorp Fund Services, LLC,
doing business as U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, WI 53202
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.
A copy of the registrant’s Code of Ethics is filed herewith.
Item 3. Audit Committee Financial Expert.
The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Lee J. Hillman is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) - (d) The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and all other fees by the principal accountant. “Audit fees” includes amounts related to an audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related fees” covers the assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s annual financial statements and are not covered under “audit fees,” including review of the Fund’s prospectus. “Tax fees” covers the professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning, including review of the Fund’s tax returns, asset diversification and income testing, excise taxes, and fiscal year end income calculations. “All other fees” covers the aggregate fees for products and services provided by the principal accountant, other than the services reported in the foregoing three categories.
| | FYE 12/31/2022 | FYE 12/31/2021 |
| Audit Fees | $110,000 | N/A |
| Audit-Related Fees | $0 | N/A |
| Tax Fees | $0 | N/A |
| All Other Fees | $0 | N/A |
(e)(1) To the extent required by applicable law, pre-approval by the audit committee is needed for all audit and permissible non-audit services rendered to the registrant and all permissible non-audit services rendered to Benefit Street Partners LLC (the “Adviser”) or to various entities either controlling, controlled by, or under common control with the Adviser that provide ongoing services to the registrant if the services relate directly to the operations and financial reporting of the registrant. Pre-approval is currently on an engagement-by-engagement basis.
(e)(2) The percentage of fees billed by Ernst & Young, LLP applicable to non-audit services that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (which permits waiver of pre-approval, if certain conditions are satisfied) were as follows:
| | FYE 12/31/2022 | FYE 12/31/2021 |
| Audit-Related Fees | 0% | N/A |
| Tax Fees | 0% | N/A |
| All Other Fees | 0% | N/A |
(f) Substantially all of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.
(g) The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the registrant’s investment adviser that provides ongoing services to the registrant for the last two fiscal years of the registrant.
| Non-Audit Related Fees | FYE 12/31/2022 | FYE 12/31/2021 |
| Registrant | $0 | N/A |
| Registrant’s Investment Adviser | $6,780,834 | N/A |
(h) The audit committee of the board of trustees has considered whether the provision of any non-audit services that were rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the registrant’s investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
Item 5. Audit Committee of Listed Registrants.
Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
Item 6. Investments.
| (a) | Schedule of Investments is included as part of the annual report to shareholders filed under Item 1 of this Form N-CSR. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
BENEFIT STREET PARTNERS LLC
Proxy Voting PolicIes AND PROCEDURES
The Fund has delegated its proxy voting responsibility to BSP. The proxy voting policies and procedures of BSP are set forth below. The guidelines are reviewed periodically by BSP and the Independent Trustees and, accordingly, are subject to change.
It is the policy of the Fund to delegate the responsibility for voting proxies relating to portfolio securities held by the Fund to the Fund’s Advisor as a part of the Advisor’s general management of the Fund’s portfolio, subject to the continuing oversight of the Board. The Board hereby delegates such responsibility to the Advisor, and directs the Advisor to vote proxies relating to portfolio securities held by the Fund consistent with the duties and procedures set forth below. The Advisor may retain one or more vendors to review, monitor and recommend how to vote proxies in a manner consistent with the duties and procedures set forth below, to ensure that such proxies are voted on a timely basis and to provide reporting and/or record retention services in connection with proxy voting for the Fund.
The right to vote a proxy with respect to portfolio securities held by the Fund is an asset of the Fund. The Advisor, to which authority to vote on behalf of the Fund is delegated, acts as a fiduciary of the Fund and must vote proxies in a manner consistent with the best interest of the Fund and its Shareholders. In discharging this fiduciary duty, the Advisor must maintain and adhere to its policies and procedures for addressing conflicts of interest and must vote proxies in a manner substantially consistent with its policies, procedures and guidelines, as presented to the Board.
The Fund shall file an annual report of each proxy voted with respect to portfolio securities of the Fund during the twelve-month period ended June 30 Form N-PX not later than August 31 of each year.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Information is presented as of March 9, 2023.
The Advisor’s investment advisory activities on behalf of the Fund will be headed by Thomas Gahan, Michael Paasche, Blair Faulstich, Anant Kumar and Saahil Mahajan. Before BSP, Messrs. Gahan and Paasche worked together since 1999 at Deutsche Bank Securities, where Mr. Gahan was head of corporate and investment banking in the Americas and global head of capital markets and Mr. Paasche was global head of leveraged finance. At Deutsche Bank, they oversaw credit portfolios representing more than $25 billion in assets. Messrs. Gahan, Paasche and Faulstich each have over 20 years of experience in leveraged lending, mezzanine investing, high yield financing, special situations, secondary debt, workout and private equity investing. Mr. Mahajan joined the investment committee in 2021 and joined BSP in 2012. Prior to that, Mr. Mahajan was a principal at Oak Hill Advisors and an analyst at Peter J. Solomon Company. Mr. Kumar joined the investment committee in 2021 and joined BSP in 2015. Prior to that, Mr. Kumar worked in the capital markets advisory group at Lazard Frères and the leveraged finance group at Deutsche Bank.
Thomas Gahan, Chief Executive Officer. Thomas Gahan is chief executive officer of BSP and is based in our New York office. Prior to joining Providence Equity Partners L.L.C. and launching BSP in 2008, Mr. Gahan was global head of capital markets of Deutsche Bank Securities Inc. and head of corporate and investment banking in the Americas. He was also chairman of the principal investment committee and a member of the global banking executive committee and the global markets executive committee. Before joining Deutsche Bank, Mr. Gahan spent eleven years at Merrill Lynch, most recently as global head of credit trading within the fixed income division. Mr. Gahan received a Bachelor of Arts from Brown University.
Michael Paasche, Senior Managing Director. Michael Paasche is a senior managing director for Benefit Street Partners and is based in our New York office. Prior to joining BSP in 2008, Mr. Paasche spent thirteen years at Deutsche Bank. Most recently, he served as global head of leveraged finance and was also a member of the underwriting and investment banking management committees. Mr. Paasche began his career with Prudential Securities, where he held various positions including managing director and head of high yield. Mr. Paasche received a Master of Business Administration from the University of Chicago and a Bachelor of Arts from Albion College.
Blair Faulstich, Managing Director and Senior Portfolio Manager. Blair Faulstich is a managing director at BSP and is based in our New York office. Prior to joining BSP in 2011, Mr. Faulstich was a managing director and co-head of media and communications investment banking at Citadel Securities. Previously, he was a managing director in the media and communications investment banking group at Merrill Lynch. Mr. Faulstich held various positions at Deutsche Bank Alex. Brown in the media investment banking group. Before joining Alex. Brown in 1997, Mr. Faulstich spent three years at Arthur Andersen. Mr. Faulstich received a Master of Business Administration from Cornell University and Bachelor of Arts from Principia College.
Saahil Mahajan, Managing Director and Portfolio Manager. Mr. Mahajan is a managing director with BSP and is based in our New York office. Prior to joining BSP in 2012, Mr. Mahajan was a principal at Oak Hill Advisors, where he had responsibility for the firm’s chemicals and financials investments. Prior to joining Oak Hill Advisors in 2004, Mr. Mahajan worked for Peter J. Solomon Company as an analyst in its mergers and acquisitions group. Mr. Mahajan received a Bachelor of Science from the Wharton School of the University of Pennsylvania. In addition, Mr. Mahajan is a CFA charterholder.
Anant Kumar, Managing Director and Portfolio Manager. Anant Kumar is a managing director with BSP and is based in our New York office. Prior to joining BSP in 2015, Mr. Kumar worked in the capital markets advisory group at Lazard Frères and the leveraged finance group at Deutsche Bank. Mr. Kumar received a Master of Business Administration from the University of Chicago, a Master of Science from Stanford University, and a Bachelor of Engineering from Visvesvaraya Technological University in India.
(a)(2)
Information is provided as of December 31, 2022.
The portfolio managers primarily responsible for the day-to-day management of the Fund also manage other registered investment companies, other pooled investment vehicles and other accounts, as indicated below. The following table identifies, as of December 31, 2022: (i) the number of other registered investment companies, other pooled investment vehicles and other accounts managed by each portfolio manager; (ii) the total assets of such companies, vehicles and accounts; and (iii) the number and total assets of such companies, vehicles and accounts that are subject to an advisory fee based on performance.
| | Number of Accounts | Assets of Accounts (in millions) | Number of Accounts Subject to a performance Fee | Assets Subject to a Performance Fee (in millions) |
| Saahil Mahajan | | | | |
| Registered Investment Companies | 3 | $3,806.7 | 3 | $3,552.9 |
| Other Pooled Investment Vehicles | 4 | $1,569.4 | 2 | $137.0 |
| Other Accounts | 0 | $0 | 0 | $0 |
| Anant Kumar | | | | |
| Registered Investment Companies | 1 | $33.5 | 1 | $33.5 |
| Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 |
| Other Accounts | 0 | $0 | 0 | $0 |
(a)(3)
Compensation of Portfolio Managers
The Advisor’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The portfolio managers may receive, all or some combination of, salary, an annual bonus and interests in the carried interest in certain of BSP’s funds.
Base compensation
Generally, when portfolio managers receive base compensation it is based on their individual seniority and their position within the firm.
Discretionary compensation
In addition to base compensation, portfolio managers may receive discretionary compensation. Discretionary compensation may be based on individual seniority and contribution.
Securities Ownership of Portfolio Managers
The following table shows the dollar range of equity securities in the Fund beneficially owned by each of the portfolio managers as of December 31, 2022.
| |
| Portfolio Manager | Aggregate Dollar Range of Equity
Securities in the Fund(1) |
| Saahil Mahajan | None |
| Anant Kumar | None |
| (1) | Dollar ranges are as follows: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, $100,001 – $500,000, $500,001 – $1,000,000 or Over $1,000,000. |
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
| (a) | The registrant’s President/Chief Executive Officer and Treasurer/Chief Financial Officer have reviewed the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the registrant and by the registrant’s service provider. |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
The registrant did not engage in securities lending activities during the fiscal period reported on this Form N-CSR.
Item 13. Exhibits.
(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not Applicable.
(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| (Registrant) | Franklin BSP Private Credit Fund |
| By (Signature and Title) | /s/ Richard Byrne | |
| | Richard Byrne, Chief Executive Officer and President | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By (Signature and Title) | /s/ Richard Byrne | |
| | Richard Byrne, Chief Executive Officer and President | |
| By (Signature and Title) | /s/ Nina Baryski | |
| | Nina Baryski, Chief Financial Officer and Treasurer | |
