SCHEDULE 13D/A: Franklin Resources and Affiliates Disclose 63.4% Stake in Franklin BSP Private Credit Fund

Franklin Resources, Inc. and its subsidiaries, including BSP Fund HoldCo and Franklin Advisers, Inc., have disclosed a combined beneficial ownership of 63.4% of Franklin BSP Private Credit Fund's Advisor Class Shares, totaling 7,739,178 shares.

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, representing 63.4% of the class.
• HoldCo, a wholly-owned subsidiary of FRI, acquired a total of 4,955,483 Shares for an aggregate purchase price of $49,900,000, funded from its working capital. These acquisitions occurred on August 18, 2021 (90,000 Shares), October 3, 2022 (2,400,000 Shares), and April 28, 2023 (2,465,483 Shares).
• Franklin Global Allocation Fund, advised by FAV (another wholly-owned subsidiary of FRI), acquired 2,783,694 Shares for an aggregate purchase price of $28,872,123 as of March 26, 2025, representing 22.8% of the shares.
• The total outstanding Advisor Class Shares of Beneficial Interest as of March 27, 2025, were 12,206,305.
• The Issuer repurchased 293,147 shares through a tender offer on March 24, 2025, at a price of $10.67 per share.
• Charles B. Johnson and Rupert H. Johnson, Jr., principal stockholders of FRI, are also listed as reporting persons but disclaim direct beneficial ownership and pecuniary interest in the shares, as do FRI and FAV.
• Benefit Street Partners L.L.C. (BSP), a direct wholly-owned subsidiary of FRI, serves as the investment adviser to the Issuer but holds no shares directly.

Sentiment

Score: 7

Explanation: The document is a factual disclosure of significant beneficial ownership by a major asset manager and its affiliates, indicating strong institutional support for the Franklin BSP Private Credit Fund. There are no negative disclosures, suggesting a stable and positive relationship between the reporting persons and the Issuer.

Positives

• The significant beneficial ownership by Franklin Resources, Inc. and its affiliates, totaling 63.4%, demonstrates strong institutional backing and confidence in the Franklin BSP Private Credit Fund.
• HoldCo's stated purpose for acquiring shares includes supporting the Issuer in its investment strategy, indicating a strategic alignment and commitment from a major shareholder.

Future Outlook

The document primarily details historical and current beneficial ownership and investment activities. It does not provide explicit forward-looking statements, financial guidance, or projections regarding the Issuer's future performance or strategic direction beyond the general purpose of investment and supporting the Issuer's strategy.

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 a significant institutional investment by Franklin Resources, a major global asset manager, into a private credit fund. This reflects a broader industry trend where large financial institutions are increasing their exposure to alternative assets like private credit, seeking diversification and potentially higher yields. Franklin Resources' deep involvement, with its subsidiary BSP serving as the investment adviser to the fund, indicates a strategic commitment to the private credit sector.

Legal Proceedings

• None of the Reporting Persons, nor to the best knowledge of the Reporting Persons, none of the persons listed on Exhibit D, has 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, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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. entered into subscription agreements with the Issuer on August 18, 2021, October 3, 2022, and April 28, 2023, for the acquisition of Advisor Class Shares.
• Benefit Street Partners L.L.C. (BSP), a direct wholly-owned subsidiary of Franklin Resources, Inc., serves as the investment adviser to the Issuer, establishing a related party relationship.

Stakeholder Impact

• Shareholders: The significant and long-term investment by Franklin Resources and its affiliates may instill confidence and provide stability due to strong institutional backing.
• Franklin BSP Private Credit Fund (Issuer): Benefits from substantial capital commitment and strategic support from its investment adviser's parent company, potentially aiding its investment strategy and operational stability.

Key Dates

Recommendation

Keywords

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