SCHEDULE 13D/A: Franklin Resources and Affiliates Disclose 60.2% 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 60.2% in Franklin BSP Private Credit Fund, totaling 7,739,178 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 7,739,178 Advisor Class Shares of Beneficial Interest in Franklin BSP Private Credit Fund.
• This aggregate ownership represents 60.2% of the 12,854,518 Advisor Class Shares outstanding as of June 10, 2025.
• HoldCo, a wholly-owned subsidiary of FRI, holds 4,955,483 shares, representing 38.6% of the class, acquired for an aggregate purchase price of $49,900,000.
• Franklin Global Allocation Fund, whose investment adviser is FAV (also a wholly-owned subsidiary of FRI), holds 2,783,694 shares, representing 21.7% of the class, acquired for an aggregate purchase price of $28,951,188.
• The shares held by HoldCo were acquired on August 18, 2021 (90,000 shares), October 3, 2022 (2,400,000 shares), and April 28, 2023 (2,465,483 shares), funded by working capital.
• The shares held by Franklin Global Allocation Fund were acquired as of March 26, 2025.
• Charles B. Johnson and Rupert H. Johnson, Jr., principal stockholders of FRI, disclaim beneficial ownership of the reported shares.
• The Reporting Persons state that they do not currently have any plans or proposals that would result in significant corporate actions related to the Issuer, nor do they have present plans to acquire or dispose of additional securities.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive, reflecting a significant and strategic investment by a major financial institution, which generally signals confidence. However, as a factual ownership disclosure, it lacks explicit forward-looking positive statements or financial performance details.

Positives

• Significant investment by Franklin Resources and its affiliates demonstrates strong support for Franklin BSP Private Credit Fund's investment strategy.
• The substantial ownership stake (60.2%) by a major financial institution like Franklin Resources could signal confidence in the fund's long-term prospects.

Risks

• Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson, Jr., and Franklin Advisers, Inc. disclaim any pecuniary interest in the reported shares, which could imply a lack of direct financial exposure for these specific entities/individuals despite their control.
• The Reporting Persons disclaim that they are a 'group' within the meaning of Rule 13d-5, which could be a point of regulatory scrutiny or interpretation.

Future Outlook

The Reporting Persons state that they currently have no plans or proposals that would result in major corporate actions concerning the Issuer, nor do they have present plans or intentions to acquire or dispose of additional securities of the Issuer, beyond their stated investment purposes.

Industry Context

This filing highlights the continued institutional interest and investment in private credit funds, a growing segment of the financial market. Franklin Resources, a major global asset manager, is consolidating a significant stake in Franklin BSP Private Credit Fund, indicating a strategic commitment to this asset class and potentially signaling confidence in the fund's specific strategy within the broader private credit landscape.

Legal Proceedings

• None of the Reporting Persons, nor any persons listed on Exhibit D, have been convicted in a criminal proceeding (excluding traffic violations) in the last five years.
• None of the Reporting Persons, nor any persons listed on Exhibit D, were party to a civil proceeding resulting 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, in 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 related-party transactions within the Franklin ecosystem.
• Charles B. Johnson and Rupert H. Johnson, Jr. are principal stockholders of Franklin Resources, Inc., further linking the reporting persons.

Stakeholder Impact

• **Shareholders:** The significant ownership stake by Franklin Resources and its affiliates could provide stability and long-term strategic alignment for the fund, potentially influencing investor confidence.
• **Management:** The investment supports the Issuer's investment strategy, indicating alignment between the major shareholder and the fund's management.

Key Dates

Keywords

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