FBCC to acquire FBLC in all-stock merger; combined assets ~$3.9B, close H1 2024

Franklin BSP Capital Corp

Exchange ratio based on NAV; illustrative 0.4631 FBCC shares per FBLC share (June 30 NAV).
Pro forma ownership: 19.2% current FBCC holders, 80.8% current FBLC holders.
Combined company assets ~$3.9B, net assets ~$2.1B, portfolio ~$3.7B (~97% senior secured).
Amended advisory agreement raises base fee to 1.50% of gross assets; incentive fees to 17.5%.
Transaction expected first half 2024, subject to stockholder and regulatory approvals.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Franklin BSP Capital Corp entered into Agreement and Plan of Merger with Franklin BSP Lending Corporation, Franklin BSP Merger Sub, Inc., and Franklin BSP Capital Adviser L.L.C. (effective 2023-10-02).

Action: entry
Agreement: merger
Counterparty: Franklin BSP Lending Corporation, Franklin BSP Merger Sub, Inc., and Franklin BSP Capital Adviser L.L.C.
Effective: 2023-10-02

Exact text from the filing

On October 2, 2023, Franklin BSP Capital Corporation, a Delaware corporation (“FBCC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Franklin BSP Lending Corporation, a Maryland corporation (“FBLC” and together with FBCC, the “Funds” and each a “Fund”), Franklin BSP Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of FBCC (“Merger Sub”), and, solely for the limited purposes set forth therein, Franklin BSP Capital Adviser L.L.C. (“FBCA”), a Delaware limited liability company and the external investment adviser to FBCC.

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Franklin BSP Capital Corp filing history →

Source: SEC EDGAR

accession 0001213900-23-081185

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