SCHEDULE 13D/A: Franklin Resources and Affiliates Disclose 65.3% 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 65.3% 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. and Franklin Advisers, Inc., collectively beneficially own 8,032,324 Advisor Class Shares of Beneficial Interest in Franklin BSP Private Credit Fund.
• This represents 65.3% of the 12,295,620 Advisor Class Shares outstanding as of February 7, 2025.
• BSP Fund HoldCo (Debt Strategy) L.P. holds 4,955,483 shares (40.3%), acquired for an aggregate purchase price of $49,900,000 from its working capital.
• Franklin Advisers, Inc., through Franklin Global Allocation Fund, holds 3,076,841 shares (25%), acquired for an aggregate purchase price of $32,000,000.
• The primary purpose of these acquisitions is for investment and to support the Issuer's investment strategy.
• Charles B. Johnson and Rupert H. Johnson, Jr., principal stockholders of FRI, are also reporting persons but disclaim pecuniary interest and direct beneficial ownership.

Sentiment

Score: 7

Explanation: The document is a standard regulatory filing disclosing a significant, strategic ownership stake by a parent company and its affiliates in a related fund. It indicates strong internal support and alignment, which is generally positive for the fund, but contains no new operational or financial performance data to significantly alter sentiment.

Positives

• Significant ownership by Franklin Resources and its affiliates demonstrates strong commitment and alignment with the Issuer's investment strategy.
• The investment is explicitly stated to support the Issuer's investment strategy, indicating a strategic partnership rather than just a passive stake.

Future Outlook

The filing states that 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.

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."
• "FRI, HoldCo, FAV, and the Principal Shareholders believe that they are not a 'group' within the meaning of Rule 13d-5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the Shares held by any of them."
• "FRI, the Principal Shareholders, and FAV disclaim any pecuniary interest in any of the Shares reported herein."

Industry Context

This filing reflects a significant strategic investment by a major asset manager, Franklin Resources, into a private credit fund. Such large stakes by affiliated entities are common in the asset management industry, particularly when a parent company or its subsidiaries manage funds that invest in related or sponsored vehicles. This indicates a continued focus on private credit as an asset class within Franklin Resources' broader investment strategy.

Related Party Transactions

• BSP (Benefit Street Partners L.L.C.), a direct wholly-owned subsidiary of FRI, serves as investment Adviser to the Issuer.
• HoldCo and FAV are wholly-owned subsidiaries of FRI.
• C. Johnson and R. Johnson, Jr. are the principal stockholders of FRI.

Stakeholder Impact

• Shareholders of Franklin BSP Private Credit Fund may benefit from the strong alignment of interests with Franklin Resources, Inc., a major asset manager, and its commitment to supporting the fund's investment strategy.
• The investment reinforces the stability and strategic direction of the fund, potentially enhancing confidence for existing and prospective investors.

Next Steps

• The reporting persons have no present plans or intentions to acquire or dispose of any additional securities of the Issuer beyond their current investment strategy.

Key Dates

Recommendation

Keywords

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