SCHEDULE 13D/A: Franklin Resources Affiliates Solidify Majority Stake in Franklin BSP Private Credit Fund

Franklin Resources, Inc. and its subsidiaries have reported a combined beneficial ownership of 66.5% in Franklin BSP Private Credit Fund's Advisor Class Shares, reinforcing their strategic investment.

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 8,032,324 Advisor Class Shares of Beneficial Interest in Franklin BSP Private Credit Fund.
• This aggregate ownership represents 66.5% of the 12,086,607 Advisor Class Shares outstanding as of January 22, 2025.
• HoldCo, a wholly-owned subsidiary of FRI, holds 4,955,483 shares (41% of the class), acquired for an aggregate purchase price of $49,900,000.
• Franklin Global Allocation Fund, advised by FAV (another wholly-owned subsidiary of FRI), holds 3,076,841 shares (25.5% of the class), acquired for an aggregate purchase price of $32,000,000.
• The shares were acquired for investment purposes, with HoldCo also aiming to support the Issuer's investment strategy.
• No Reporting Persons have effected any transactions in the shares during the past sixty days.
• FRI, Charles B. Johnson, and Rupert H. Johnson, Jr. disclaim any pecuniary interest in the reported shares and state they are not a 'group' within the meaning of Rule 13d-5 under the Act.

Sentiment

Score: 7

Explanation: The filing indicates a significant and stable beneficial ownership by Franklin Resources and its affiliates, suggesting strong internal commitment to the Franklin BSP Private Credit Fund. It is a routine regulatory update with no negative disclosures.

Positives

• The significant beneficial ownership by Franklin Resources, Inc. and its subsidiaries (66.5%) demonstrates strong institutional commitment and alignment with the Franklin BSP Private Credit Fund's investment strategy.
• The consistent investment by HoldCo and Franklin Global Allocation Fund over several years indicates a long-term strategic interest in the Issuer.

Risks

• The Reporting Persons explicitly disclaim being a 'group' within the meaning of Rule 13d-5 under the Act, which could be a point of regulatory scrutiny or interpretation, though it is a common disclaimer in such filings.

Future Outlook

The filing indicates that the Reporting Persons currently have no plans or proposals that would result in significant corporate actions (such as mergers, liquidations, or major changes to the Issuer's business) and no present plans to acquire or dispose of additional securities, beyond their stated investment purposes.

Industry Context

This Schedule 13D filing highlights Franklin Resources' continued strategic investment in the private credit sector through its affiliates. As a major global asset manager, Franklin Resources' substantial stake in Franklin BSP Private Credit Fund aligns with broader industry trends of institutional investors increasing their allocations to private debt and alternative credit strategies, seeking diversified returns and yield in a dynamic market environment.

Legal Proceedings

• None of the Reporting Persons, nor to the best knowledge of the Reporting Persons, none of the persons listed on Exhibit D, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• None of the Reporting Persons, nor to the best knowledge of the Reporting Persons, none of the persons listed on Exhibit D, were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years.

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 the Issuer 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.

Stakeholder Impact

• Shareholders: The filing clarifies the significant and stable ownership structure, potentially reassuring existing shareholders about the long-term commitment of a major institutional investor.
• Management: The substantial ownership by Franklin Resources and its affiliates indicates strong internal support for the Issuer's investment strategy.

Key Dates

Recommendation

Keywords

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