Franklin BSP Capital Corporation filed a Form 8-K on October 30, 2026, disclosing the October 27, 2026 execution of a purchase agreement and the subsequent closing of a $300.0 million private offering of 7.250% Notes due 2029.

Key Highlights

  • Offering size: $300.0 million aggregate principal amount of 7.250% Notes due October 30, 2029.
  • Issue price: The Notes were issued at 99.355% of par value with a coupon of 7.250%.
  • Net proceeds: Approximately $294.7 million, after deducting the initial purchaser discount and estimated offering expenses, according to the filing.
  • Interest payments: Interest is payable semi-annually on April 30 and October 30 of each year, commencing April 30, 2027.
  • Intended use of proceeds: The company disclosed it intends to use net proceeds for general corporate purposes, including repayment of indebtedness, which may include certain credit facilities.
  • Registration rights: The company entered into a Registration Rights Agreement on October 30, 2026, obligating it to file an exchange offer registration statement and use commercially reasonable efforts to have it declared effective.

Franklin BSP Capital's $300 Million Note Issuance: Terms and Obligations

According to the filing, Franklin BSP Capital Corporation entered into a purchase agreement on October 27, 2026, with its adviser Franklin BSP Capital Adviser L.L.C., Benefit Street Partners L.L.C., and initial purchasers represented by Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, and SMBC Nikko Securities America, Inc. The offering consisted of $300.0 million in 7.250% Notes due 2029, sold in a private offering to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The offering closed on October 30, 2026, generating net proceeds of approximately $294.7 million after deducting the initial purchaser discount and estimated expenses.

The filing states that on October 30, 2026, the company and U.S. Bank Trust Company, National Association, as trustee, entered into a Fifth Supplemental Indenture governing the Notes. The Notes are described as "general unsecured obligations" of the company, ranking pari passu with existing and future unsecured unsubordinated indebtedness, effectively junior to secured indebtedness to the extent of collateral value, and structurally junior to indebtedness of subsidiaries and financing vehicles. The Indenture requires the company to comply with asset coverage requirements under the Investment Company Act of 1940, as amended, and to provide financial information to noteholders if the company ceases to be an Exchange Act reporting company.

The filing also discloses that on the occurrence of a "Change of Control Repurchase Event" as defined in the Indenture, the company would generally be required to offer to purchase outstanding Notes at 100% of principal plus accrued and unpaid interest. The Notes have not been registered under the Securities Act or any state securities laws, according to the filing. Under the Registration Rights Agreement, if the company fails to satisfy its registration obligations by specified dates, it will be required to pay additional interest to noteholders.

What Was Disclosed

Franklin BSP Capital Corporation disclosed the terms of a $300.0 million private note offering, the execution of a Fifth Supplemental Indenture, and the entry into a Registration Rights Agreement, all in connection with its 7.250% Notes due 2029 that closed October 30, 2026.