SCHEDULE 13D/A: Franklin Resources Affiliates Disclose 62.8% Stake in Franklin BSP Private Credit Fund

Franklin Resources, Inc. and its affiliates, including BSP Fund HoldCo and Franklin Advisers, Inc., have disclosed a combined beneficial ownership of 62.8% in Franklin BSP Private Credit Fund's Advisor Class Shares.

Summary

• Franklin Resources, Inc. (FRI) and its affiliates, BSP Fund HoldCo (Debt Strategy) L.P. (HoldCo) and Franklin Advisers, Inc. (FAV), collectively beneficially own 8,032,324 Advisor Class Shares of Franklin BSP Private Credit Fund.
• This aggregate ownership represents 62.8% of the 12,787,145 Advisor Class Shares outstanding as of March 14, 2025.
• HoldCo, a wholly-owned subsidiary of FRI, holds 4,955,483 shares, accounting for 38.8% of the class.
• Franklin Advisers, Inc. (FAV), another wholly-owned subsidiary of FRI, holds 3,076,841 shares, representing 24.1% of the class, held for the benefit of Franklin Global Allocation Fund.
• HoldCo acquired its shares for an aggregate purchase price of $49,900,000, with acquisitions occurring on August 18, 2021 (90,000 shares), October 3, 2022 (2,400,000 shares), and April 28, 2023 (2,465,483 shares).
• Additionally, HoldCo acquired 10,000 Class A Shares of Beneficial Interest for $100,000 on August 18, 2021.
• Franklin Global Allocation Fund, advised by FAV, acquired its 3,076,841 shares for an aggregate purchase price of $32,000,000 as of June 28, 2024.
• The purpose of these acquisitions by HoldCo and Franklin Global Allocation Fund was for investment and to support the Issuer's investment strategy.
• No transactions in the Issuer's shares were effected by the Reporting Persons during the past sixty days.
• Charles B. Johnson and Rupert H. Johnson, Jr., principal stockholders of FRI, disclaim pecuniary interest in the reported shares and, along with FRI, HoldCo, and FAV, state they do not constitute a 'group' under Rule 13d-5.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The document details a significant, long-term investment by a major financial institution, indicating confidence in the Issuer. While it's a routine disclosure, the scale of the investment and its stated purpose ('to support the Issuer in its investment strategy') are positive signals.

Positives

• The significant beneficial ownership by Franklin Resources, a major global asset manager, and its affiliates, indicates strong institutional support and confidence in Franklin BSP Private Credit Fund's investment strategy.
• The investment by HoldCo is explicitly stated to support the Issuer's investment strategy, suggesting alignment and potential stability for the fund.

Risks

• The Reporting Persons (Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson, Jr., BSP Fund HoldCo (Debt Strategy) L.P., and Franklin Advisers, Inc.) disclaim that they are a 'group' within the meaning of Rule 13d-5 under the Act, which could be a point of regulatory interpretation.
• The Reporting Persons also disclaim beneficial ownership, as defined in Rule 13d-3, for certain parties, which highlights the complexities of beneficial ownership reporting for large, interconnected financial entities.

Future Outlook

The Reporting Persons currently have no present plans or intentions to acquire or dispose of any additional securities of the Issuer, nor do they have plans related to any actions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, beyond their stated investment purposes.

Management Comments

• HoldCo acquired the Shares for investment and to support the Issuer in its investment strategy.
• Franklin Global Allocation Fund acquired the Shares for investment purposes.

Industry Context

This filing highlights the continued strategic investment by large, established asset managers like Franklin Resources into private credit funds. The significant stake underscores the growing importance of private credit as an asset class within institutional portfolios and reflects a trend of asset managers building out their alternative investment capabilities.

Related Party Transactions

• BSP (Benefit Street Partners L.L.C.), a direct wholly-owned subsidiary of Franklin Resources, Inc., serves as the investment adviser to the Issuer, indicating a significant related-party relationship where the parent company's affiliates are also major investors and advisors to the fund.

Stakeholder Impact

• Shareholders: The disclosure clarifies the significant concentration of ownership by Franklin Resources and its affiliates, which could influence perceptions of stability and strategic direction.
• Management of Franklin BSP Private Credit Fund: The substantial investment by Franklin Resources affiliates provides strong backing and alignment with the fund's investment strategy.

Key Dates

Keywords

Franklin Resources, Franklin BSP Private Credit Fund, Schedule 13D, Beneficial Ownership, Investment Management, Private Credit, Asset Management, SEC Filing, Institutional Investment