UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
SCHEDULE 14A
___________________
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant | | ☒ |
Filed by a Party other than the Registrant | | ☐ |
Check the appropriate box:
☐ | | Preliminary Proxy Statement |
☐ | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | | Definitive Proxy Statement |
☒ | | Definitive Additional Materials |
☐ | | Soliciting Material under §240.14a-12 |
FRANKLIN BSP CAPITAL CORPORATION
(Name of Registrant as Specified in its Charter)
_____________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply)
☒ | | No fee required. |
☐ | | Fee paid previously with preliminary materials. |
☐ | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
EXPLANATORY NOTE
Franklin BSP Capital Corporation announced the adjournment of its Special Meeting of Stockholders from December 15, 2023 until December 19, 2023. A copy of the announcement is included herein.
Franklin BSP Capital Corporation Announces Adjournment of Special Meeting of Stockholders
NEW YORK, N.Y. — December 18, 2023 — Franklin BSP Capital Corporation convened a Special Meeting of Stockholders (the “Special Meeting”) on December 15, 2023. In order to solicit additional votes for the proposal to be considered at the Special Meeting, the Special Meeting was adjourned until December 19, 2023 at 11:00 a.m., Eastern Time, and will reconvene virtually at that time. Any proxies received from stockholders to date will be deemed to be voted for purposes of the Special Meeting as adjourned for December 19, 2023.
Additional Information and Where to Find It
This document relates to the proposed mergers contemplated by the Agreement and Plan of Merger among Franklin BSP Capital Corporation, a Delaware corporation (“FBCC”), Franklin BSP Lending Corporation, a Maryland corporation (“FBLC”), Franklin BSP Merger Sub, Inc., a Maryland corporation, and, solely for the limited purposes set forth therein, Franklin BSP Capital Adviser L.L.C., a Delaware limited liability company and the external investment adviser to FBCC (the “Mergers”), and the proposed Amended and Restated Advisory Agreement of FBCC (the “Proposals”). In connection with the Proposals, FBCC and FBLC have filed with the Securities and Exchange Commission (the “SEC”) and mailed to their respective stockholders a joint proxy statement on Schedule 14A (the “Joint Proxy Statement”), and FBCC has filed with the SEC a registration statement (Registration No. 333-274904) that includes the Joint Proxy Statement and a prospectus of FBCC (the “Registration Statement”). The Joint Proxy Statement and the Registration Statement will each contain important information about FBCC, FBLC and the Proposals. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. STOCKHOLDERS OF FBCC AND FBLC ARE URGED TO READ THE JOINT PROXY STATEMENT AND REGISTRATION STATEMENT, AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FBCC, FBLC AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s website, http://www.sec.gov or, for documents filed by FBCC, from FBCC’s website at https://benefitstreetpartners.com/our-business/funds/fbcc/ and, for documents filed by FBLC, from FBLC’s website at https://benefitstreetpartners.com/our-business/funds/fblc/.
Participants in the Solicitation
FBCC, its directors, certain of its executive officers and certain employees and officers of Benefit Street Partners L.L.C. (“BSP”) and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information about the directors and executive officers of FBCC is set forth in its proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 24, 2023. FBLC, its directors, certain of its executive officers and certain employees and officers of BSP and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information about the directors and executive officers of FBLC is set forth in its proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 24, 2023. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the FBCC and FBLC stockholders in connection with the Proposals is contained in the Joint Proxy Statement. These documents may be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This document is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this document is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in FBCC, FBLC or in any fund or other investment vehicle managed by BSP or any of its affiliates.
