UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 22, 2024
Franklin BSP Capital Corporation
(Exact name of registrant as specified in charter)
| Delaware | | 814-01360 | | 85-2950084 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
9 West 57th Street, Suite 4920
New York, NY | | 10019 |
| (Address of Principal Executive Offices) | | (zip code) |
Registrant’s telephone number, including area code: (212) 588-6770
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange
on which registered |
| None | | None | | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
On October 22, 2024, Franklin BSP Capital Corporation (the “Company”) priced an offering of an additional $100 million aggregate principal amount of its 7.200% notes due 2029 (the “New Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The New Notes will mature on June 15, 2029, and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture (defined below). The offering is expected to close on October 29, 2024, subject to customary closing conditions.
The New Notes will constitute “Additional Notes” under the Third Supplemental Indenture, dated May 6, 2024, which supplements that certain Indenture, dated as of March 29, 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), governing the previously issued $300 million aggregate principal amount of 7.200% notes due 2029 (together with the New Notes, the “Notes”).
The Company expects to use the net proceeds of the offering for general corporate purposes, including the repayment of indebtedness (which may include the Company’s credit facilities).
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | FRANKLIN BSP CAPITAL CORPORATION
(Registrant) |
| | |
| Date: October 25, 2024 | By: | /s/ Nina K. Baryski |
| | Name: | Nina K. Baryski |
| Title: | Chief Financial Officer and Treasurer |
