UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 31, 2021

 

 

 

Franklin BSP Capital Corporation

(Exact name of Registrant as Specified in Its Charter)

 

Delaware  814-01360  85-2950084
(State or Other Jurisdiction  (Commission  (IRS Employer
of Incorporation)  File Number)  Identification No.)

 

9 West 57th Street, Suite 4920, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)

  

Registrant’s telephone number, including area code: (212) 588-6700

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol Name of each exchange on which registered
N/A N/A N/A

  

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 (see General Instruction A.2. below):

 

¨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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

 

Emerging growth company þ

 

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. þ

 

 

 

 

 

 

Item 1.01.Entry into a Material Definitive Agreement.

 

On March 31, 2021, Franklin BSP Capital Corporation (the “Company”) entered into subscription agreements (collectively, the “Subscription Agreements”) with certain investors (the “Investors,” and each, an “Investor”), pursuant to which the Investors made new capital commitments to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in a total aggregate amount of approximately $407 million. Pursuant to their respective Subscription Agreements, each Investor is required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis, upon a minimum of 10 business days’ prior notice at a per-share price that is not less than the net asset value per share of Common Stock to be acquired. The Subscription Agreements were entered into in connection with the Company’s continuous private offering. As of March 31, 2021, the Company has entered into a total of $543 million of capital commitments with investors.

 

The description above is only a summary of the material provisions of the Subscription Agreements and is qualified in its entirety by reference to a copy of the form of Subscription Agreement, which is filed as Exhibit 10.7 to the Company’s Registration Statement on Form 10 (File No. 000-56205) filed on September 23, 2020 and incorporated herein by reference.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Franklin BSP Capital Corporation
       
Date: April 7, 2021 By: /s/ Nina K. Baryski  
  Name: Nina K. Baryski  
  Title: Chief Financial Officer