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

Franklin Resources, Inc. and its subsidiaries collectively report a 61.3% beneficial ownership in Franklin BSP Private Credit Fund, affirming their significant investment and strategic support.

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 61.3% of the outstanding shares as of May 16, 2025.
• HoldCo, a wholly-owned subsidiary of FRI, has acquired a total of 4,955,483 shares for an aggregate purchase price of $49,900,000, with acquisitions occurring 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), has acquired 2,783,694 shares for an aggregate purchase price of $28,949,364 as of March 26, 2025.
• The Issuer, Franklin BSP Private Credit Fund, repurchased 293,147 shares at $10.67 per share on March 24, 2025, through a tender offer.
• The purpose of these acquisitions by HoldCo and Franklin Global Allocation Fund is for investment and to support the Issuer's investment strategy.

Sentiment

Score: 7

Explanation: The filing indicates a strong, stable, and strategic commitment from a major asset manager to the fund, with no negative disclosures. The significant ownership stake and stated purpose of supporting the fund's strategy are positive indicators of stability and alignment, though it's primarily an ownership disclosure rather than a performance report.

Positives

• Significant beneficial ownership (61.3%) by Franklin Resources, Inc. and its affiliates indicates strong commitment and strategic alignment with Franklin BSP Private Credit Fund.
• The investment by HoldCo and Franklin Global Allocation Fund is explicitly stated to support the Issuer's investment strategy, suggesting long-term backing.
• The continued investment by a major asset manager like Franklin Resources provides stability and confidence in the fund's operations and objectives.

Risks

• The filing includes disclaimers from Franklin Resources, Inc., Charles B. Johnson, and Rupert H. Johnson, Jr. regarding pecuniary interest and beneficial ownership under Rule 13d-3, and a statement that they do not believe they constitute a 'group' under Rule 13d-5. These disclaimers highlight potential legal interpretations or liabilities related to their significant ownership.

Future Outlook

The filing indicates that the reporting persons currently have no plans or proposals that would result in significant changes to the Issuer's structure or business, beyond their stated investment purpose to support the Issuer's investment 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."
• "FRI, the Principal Shareholders, and FAV disclaim any pecuniary interest in any of the Shares reported herein."
• "The filing of the Schedule 13D on behalf of FRI and the Principal Shareholders should not be construed as an admission that any of them is, and each disclaims that it or he is, the beneficial owner, as defined in Rule 13d-3, of any of the Shares."
• "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."

Industry Context

This Schedule 13D filing highlights the continued strategic investment by a major global asset manager, Franklin Resources, into a private credit fund. This reflects a broader industry trend where large financial institutions are increasing their exposure to private credit markets, often through affiliated funds, to capitalize on opportunities outside traditional public markets and to diversify their investment portfolios. The significant ownership stake suggests a long-term commitment to the private credit sector and the specific fund's strategy.

Comparison to Industry Standards

• The substantial 61.3% beneficial ownership by Franklin Resources and its affiliates in Franklin BSP Private Credit Fund is a significant controlling stake, which is common in private fund structures where a sponsor or its affiliates maintain a majority interest to ensure strategic alignment and control over the fund's direction.
• The stated purpose of investment 'to support the Issuer in its investment strategy' aligns with typical sponsor-led investments in private credit funds, where the sponsor aims to foster the fund's growth and performance.
• The tender offer by the Issuer to repurchase shares at $10.67 per share on March 24, 2025, provides a specific valuation point for the shares, which can be compared to the average acquisition cost of approximately $10.07 per share for HoldCo and $10.40 per share for Franklin Global Allocation Fund, indicating a slight appreciation or stable valuation.

Corporate Governance

Related Party Transactions

• BSP Fund HoldCo (Debt Strategy) L.P. and Franklin Advisers, Inc., both wholly-owned subsidiaries of Franklin Resources, Inc., have made significant investments in Franklin BSP Private Credit Fund.
• Benefit Street Partners L.L.C. (BSP), a direct wholly-owned subsidiary of Franklin Resources, Inc., serves as the investment adviser to Franklin BSP Private Credit Fund, indicating an intra-group relationship where the parent company's affiliates are both investors in and advisers to the fund.

Stakeholder Impact

• Shareholders of Franklin BSP Private Credit Fund benefit from the stability and strategic backing provided by Franklin Resources, Inc. and its affiliates, who hold a majority stake and explicitly state their purpose to support the fund's investment strategy.
• The fund's management and employees can expect continued strategic alignment and support from its largest beneficial owner, Franklin Resources, Inc.

Next Steps

• The filing does not explicitly state future actions or milestones beyond the ongoing investment strategy of the fund.

Key Dates

Recommendation

Keywords

Franklin BSP Private Credit Fund, Franklin Resources, SEC Schedule 13D, beneficial ownership, investment fund, private credit, asset management, institutional investment, tender offer, financial reporting