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

Franklin Resources, Inc. and its subsidiaries, including BSP Fund HoldCo and Franklin Advisers, Inc., collectively report a 64.1% beneficial ownership in Franklin BSP Private Credit Fund's 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 8,032,324 Advisor Class Shares of Beneficial Interest in Franklin BSP Private Credit Fund.
• This represents 64.1% of the total 12,537,544 Advisor Class Shares outstanding as of February 24, 2025.
• HoldCo, a wholly-owned subsidiary of FRI, acquired 4,955,483 shares for an aggregate purchase price of $49,900,000, funded by 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 3,076,841 shares for an aggregate purchase price of $32,000,000 as of June 28, 2024.
• The stated purpose of these acquisitions was for investment and to support the Issuer's investment strategy.
• No transactions in the shares were effected by the Reporting Persons in the past sixty days.

Sentiment

Score: 7

Explanation: The document indicates a strong, continued commitment by a major institutional investor, Franklin Resources, Inc., and its affiliates, holding a majority stake in the fund. This signals confidence in the fund's investment strategy and stability in its ownership structure. The lack of stated plans for significant changes or dispositions suggests a long-term investment horizon.

Positives

• Significant beneficial ownership (64.1%) by Franklin Resources, Inc. and its affiliates indicates strong commitment and confidence in Franklin BSP Private Credit Fund.
• The acquisitions were made for investment purposes and to support the Issuer's investment strategy, suggesting a long-term strategic alignment.

Risks

• The reporting persons disclaim being a 'group' within the meaning of Rule 13d-5 under the Act, which could be a point of regulatory scrutiny if their actions were perceived to be coordinated beyond the stated independent exercise of voting and investment powers.

Future Outlook

The reporting persons state they currently have no plans or proposals that would result in actions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, nor any present plans or intentions to acquire or dispose of any additional securities of the Issuer, beyond what is described. Their stated purpose is for investment and 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, 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 filing reflects a significant institutional investment and continued commitment by a major asset manager, Franklin Resources, Inc., in a private credit fund. The private credit market has seen substantial growth as investors seek alternatives to traditional fixed income, and this large, stable stake by a prominent asset manager underscores confidence in the sector and this specific fund's strategy.

Legal Proceedings

• None of the Reporting Persons, and 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, and 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 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, during the last five years.

Related Party Transactions

• BSP Fund HoldCo (Debt Strategy) L.P. entered into subscription agreements with Franklin BSP Private Credit Fund on August 18, 2021, October 3, 2022, and April 28, 2023.
• 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.

Stakeholder Impact

• Shareholders: The significant majority ownership by Franklin Resources and its affiliates provides stability and indicates strong institutional backing, which could be viewed positively by other shareholders.
• Management/Employees: The continued support from a major investor like Franklin Resources likely provides stability for the fund's management and employees.
• Creditors: A stable ownership structure and strong institutional backing can be viewed favorably by creditors.

Key Dates

Keywords

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