Franklin BSP Capital Corp (FRBP): M&A transaction — Franklin BSP Capital Corp completes merger with FBLC; advisory fees raised

Franklin BSP Capital Corp

Merger closed Jan 24, 2024: FBLC merged into FBCC, which is the surviving company advised by Franklin BSP Capital Adviser.
Combined pro forma total assets >$3.8B, net assets ~$2.1B as of Sep 30, 2023; legacy FBCC holders own 19.3%, former FBLC holders 80.7%.
FBLC shareholders received 0.4647 shares of FBCC per share; ~110M shares issued to former FBLC stockholders.
Amended advisory agreement: base fee 1.50% of avg gross assets (1.00% on debt-funded assets above 1.0x debt/equity); incentive fee increased to 17.5% on income with catch-up.
Management expects deal to be immediately accretive and unlock ~$700M of capital for deployment in attractive origination.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Franklin BSP Capital Corp completed an acquisition involving Franklin BSP Lending Corporation for 0.4647 shares of common stock, par value $0.001 per share, of the Company (closed 2024-01-24).

Action: acquisition
Counterparty: Franklin BSP Lending Corporation
Consideration: 0.4647 shares of common stock, par value $0.001 per share, of the Company
Closing: 2024-01-24

Exact text from the filing

with the terms of the Merger Agreement, at the effective time of the Initial Merger, each outstanding share of FBLC’s common stock was converted into the right to receive 0.4647 shares of common stock, par value $0.001 per share, of the Company. As a result, the Company issued an aggregate of approximately 110.0 million shares of its common stock to

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Source: SEC EDGAR

accession 0001213900-24-006162

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