SCHEDULE 13D/A: Franklin Resources Affiliates Maintain Majority Stake in Franklin BSP Private Credit Fund
Schedule 13D Amendment
Franklin Resources, Inc. and its affiliates continue to hold a significant majority stake, totaling 63.2%, in Franklin BSP Private Credit Fund, primarily for investment purposes.
Summary
- Franklin Resources, Inc. (FRI) and its affiliates, including BSP Fund HoldCo (Debt Strategy) L.P. (HoldCo) and Franklin Advisers, Inc. (FAV), collectively beneficially own 7,739,178 Advisor Class Shares of Beneficial Interest in Franklin BSP Private Credit Fund.
- This aggregate ownership represents 63.2% of the 12,246,475 Advisor Class Shares outstanding as of June 24, 2025.
- HoldCo, a wholly-owned subsidiary of FRI, holds 4,955,483 Shares, representing 40.5% of the class, acquired for an aggregate purchase price of $49,900,000 using its working capital.
- Franklin Global Allocation Fund, advised by FAV (another wholly-owned subsidiary of FRI), holds 2,783,694 Shares, representing 22.7% of the class, acquired for an aggregate purchase price of $28,951,188.
- The acquisitions by HoldCo occurred on August 18, 2021 (90,000 Shares), October 3, 2022 (2,400,000 Shares), and April 28, 2023 (2,465,483 Shares).
- HoldCo also acquired 10,000 Class A Shares of Beneficial Interest for $100,000 on August 18, 2021.
- The shares were acquired for investment purposes and to support the Issuer's investment strategy.
- No Reporting Persons have effected any transactions in the Shares during the past sixty days.
Sentiment
Score: 5
Explanation: The document is a factual disclosure of beneficial ownership, providing no explicit positive or negative sentiment regarding the Issuer's performance or future prospects. It simply updates the ownership structure.
Positives
- The continued significant beneficial ownership by Franklin Resources, Inc. and its affiliates, totaling 63.2%, demonstrates a strong commitment to and belief in the Franklin BSP Private Credit Fund's investment strategy.
- The stated purpose of supporting the Issuer's investment strategy indicates alignment between the major shareholder and the fund's objectives.
Future Outlook
The Reporting Persons currently have no plans or proposals that would result in significant changes to the Issuer's corporate structure, business, or capitalization, beyond their stated investment purposes and support for the Issuer's investment strategy. There are no present plans or intentions to acquire or dispose of any additional securities of the Issuer.
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 is a routine Schedule 13D amendment, common in the investment management industry, disclosing significant beneficial ownership in a fund. It highlights the continued strategic investment by a major asset manager, Franklin Resources, into a private credit vehicle, aligning with broader trends of institutional capital flowing into private markets for yield and diversification.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Clarification of Beneficial Ownership | Franklin Resources, Inc. and its affiliates disclaim any pecuniary interest in the reported shares and assert that they are not a 'group' within the meaning of Rule 13d-5 under the Act, nor are they required to attribute beneficial ownership to each other. | N/A | This clarifies the legal framework under which the ownership is reported, emphasizing the independent exercise of voting and investment powers by disaggregated affiliates and limiting potential joint liability under securities laws. |
| Informational Barriers | Internal policies and procedures establish informational barriers between FRI Disaggregated Affiliates and FRI Aggregated Affiliates to prevent the flow of information related to voting and investment powers over client securities. | N/A | These barriers are designed to ensure compliance with regulatory guidelines (e.g., 1998 Release) regarding independent investment decisions within a large financial organization, promoting fair practices and preventing conflicts of interest. |
Related Party Transactions
- BSP Fund HoldCo (Debt Strategy) L.P. and Franklin Advisers, Inc. are wholly-owned subsidiaries of Franklin Resources, Inc., making their investments in Franklin BSP Private Credit Fund related party transactions.
- Benefit Street Partners L.L.C. (BSP), a direct wholly-owned subsidiary of FRI, serves as the investment adviser to the Issuer, indicating a related party relationship in the fund's management.
Stakeholder Impact
- Shareholders of Franklin BSP Private Credit Fund: The filing confirms that a significant majority of the fund's shares are held by entities affiliated with Franklin Resources, Inc., providing stability in the ownership structure and indicating continued institutional support for the fund's strategy.
- Franklin Resources, Inc. Shareholders: The filing details the extent of the company's strategic investments through its subsidiaries, which could be viewed as part of its broader asset management and investment strategy.
Key Dates
| Date | Description |
|---|---|
| 08/18/2021 | HoldCo acquired 90,000 Advisor Class Shares and 10,000 Class A Shares of Beneficial Interest. |
| 10/03/2022 | HoldCo acquired 2,400,000 Advisor Class Shares, at which point HoldCo's ownership exceeded 5% of the Issuer's outstanding shares. |
| 04/28/2023 | HoldCo acquired 2,465,483 Advisor Class Shares. |
| 03/26/2025 | Franklin Global Allocation Fund, advised by Franklin Advisers, Inc., acquired 2,783,694 Advisor Class Shares. |
| 06/24/2025 | Date of event which requires filing of this statement, representing the beneficial ownership calculation date and the outstanding shares count. |
| 06/25/2025 | Date of filing of this Schedule 13D Amendment. |
Keywords
Franklin Resources, Franklin BSP Private Credit Fund, Schedule 13D, beneficial ownership, investment management, private credit, SEC filing, institutional investment
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