SCHEDULE 13D/A: Franklin Resources and Affiliates Disclose 62.4% Stake in Franklin BSP Private Credit Fund
Beneficial Ownership Report
Franklin Resources, Inc. and its subsidiaries, including BSP Fund HoldCo and Franklin Advisers, Inc., have reported a combined beneficial ownership of 62.4% of the Advisor Class Shares of Franklin BSP Private Credit Fund.
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 62.4% of the 12,408,139 Advisor Class Shares outstanding as of April 17, 2025.
- HoldCo holds 4,955,483 shares, accounting for 39.9% of the class, acquired for an aggregate purchase price of $49,900,000 from its working capital.
- Franklin Global Allocation Fund, advised by FAV, holds 2,783,694 shares, representing 22.4% of the class, acquired for an aggregate purchase price of $28,951,188.
- The investments were made for general investment purposes and to support the Issuer's investment strategy.
- The Issuer, Franklin BSP Private Credit Fund, repurchased 293,147 shares at $10.67 per share through a tender offer on March 24, 2025.
Sentiment
Score: 5
Explanation: The document is a factual report of beneficial ownership and does not contain subjective language or forward-looking performance estimates that would indicate a strong positive or negative sentiment. It is neutral and informative.
Positives
- A significant beneficial ownership stake (62.4%) by a major, reputable financial institution like Franklin Resources, Inc. and its affiliates may signal strong confidence in the Franklin BSP Private Credit Fund's investment strategy and long-term prospects.
- The stated purpose of HoldCo's investment is to support the Issuer's investment strategy, indicating alignment and potential stability for the fund.
Risks
- The Reporting Persons (Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson, Jr., BSP Fund HoldCo, and Franklin Advisers, Inc.) disclaim that they are a 'group' within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, which could imply a lack of coordinated action despite significant collective ownership.
Future Outlook
The Reporting Persons state that they currently have no plans or proposals that would result in significant corporate actions for the Issuer, such as mergers, liquidations, or changes in the board, beyond their stated investment purposes. They also have no present plans or intentions to acquire or dispose of any additional securities of the Issuer, except as described.
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.
- Franklin Resources, Inc., the Principal Shareholders (Charles B. Johnson and Rupert H. Johnson, Jr.), and Franklin Advisers, Inc. disclaim any pecuniary interest in any of the Shares reported herein.
Industry Context
This filing highlights a significant ownership position by a major global asset manager, Franklin Resources, in a private credit fund. The private credit market has seen substantial growth in recent years, attracting institutional investors seeking alternative income streams and diversification. Franklin Resources' substantial stake underscores its commitment to and belief in the private credit asset class and the specific fund's strategy.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Relationship Clarification | Franklin Resources, Inc. and its affiliates, including the Principal Shareholders and Franklin Advisers, Inc., state that they do not believe they constitute a 'group' within the meaning of Rule 13d-5 under the Act, and disclaim attributing beneficial ownership to each other. | N/A | Clarifies the independent nature of investment decisions among certain Franklin affiliates, potentially reducing perceived coordinated control despite significant aggregate ownership. |
| Internal Policy Disclosure | Disclosure of internal policies and procedures establishing informational barriers between 'FRI Disaggregated Affiliates' and 'FRI Aggregated Affiliates' to prevent the flow of information related to voting and investment powers. | N/A | Reinforces the independent decision-making of various Franklin entities, aligning with SEC guidelines for reporting beneficial ownership in complex organizational structures. |
Related Party Transactions
- Benefit Street Partners L.L.C. (BSP), a direct wholly-owned subsidiary of Franklin Resources, Inc., serves as the investment adviser to the Issuer, Franklin BSP Private Credit Fund.
- BSP Fund HoldCo (Debt Strategy) L.P. and Franklin Advisers, Inc., both subsidiaries of Franklin Resources, Inc., have acquired significant stakes in the Issuer.
Stakeholder Impact
- Shareholders: The significant ownership stake by Franklin Resources and its affiliates indicates a concentrated ownership structure, which could influence corporate governance and strategic direction.
- Clients of Franklin Global Allocation Fund: Their investment in Franklin BSP Private Credit Fund is directly impacted by the performance and management of the fund.
Next Steps
- The Reporting Persons have no present plans or intentions to acquire or dispose of any additional securities of the Issuer, beyond what is described in the filing.
Key Dates
| Date | Description |
|---|---|
| 2021-08-18 | HoldCo acquired 90,000 Advisor Class Shares and 10,000 Class A Shares of Beneficial Interest. |
| 2022-10-03 | HoldCo acquired 2,400,000 Advisor Class Shares; this is also the date HoldCo acquired more than 5% of the Issuer's outstanding shares. |
| 2023-04-28 | HoldCo acquired 2,465,483 Advisor Class Shares. |
| 2024-12-02 | Reference date for Schedule 13D/A No. 20, which incorporated certain exhibits by reference. |
| 2024-12-23 | Reference date for Schedule 13D/A No. 22, which incorporated certain exhibits by reference. |
| 2025-03-24 | Issuer repurchased 293,147 shares through a tender offer at $10.67 per share. |
| 2025-03-26 | Franklin Global Allocation Fund (advised by FAV) acquired a total of 2,783,694 Advisor Class Shares. |
| 2025-04-17 | Date of event which requires filing of this statement; 12,408,139 Advisor Class Shares of Beneficial Interest were outstanding. |
| 2025-04-21 | Signature date of the Schedule 13D filing. |
Keywords
Franklin Resources, Franklin BSP Private Credit Fund, Beneficial Ownership, Schedule 13D, Investment Management, Private Credit, Advisor Class Shares, Institutional Investment, SEC Filing
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