Franklin BSP Capital Corporation Raises $300 Million Through 7.25% Unsecured Notes Due 2029

Net proceeds of about $294.7 million may go toward paying down the BDC’s credit facilities.

November 2, 2026

Franklin BSP Capital Corporation closed a $300 million private offering of 7.250% notes due 2029 on October 30 and said it may use the proceeds to repay borrowings under its credit facilities.

The notes were priced at 99.355% of par. After the initial purchaser discount and estimated offering expenses, FBCC received net proceeds of approximately $294.7 million. The company intends to use the money for general corporate purposes, including repayment of indebtedness, which may include certain of its credit facilities. It did not identify which facilities would be repaid. In September 2025, the company moved to raise $300 million through a private debt offering.

Offering and Terms

Wells Fargo Securities, BofA Securities, J.P. Morgan Securities and SMBC Nikko Securities America acted as representatives of the initial purchasers under a purchase agreement signed October 27. The notes were sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. FBCC's adviser, Franklin BSP Capital Adviser L.L.C., and Benefit Street Partners L.L.C. were also parties to the purchase agreement.

• Coupon: 7.250% a year, paid semiannually on April 30 and October 30, beginning April 30, 2027.
• Maturity: October 30, 2029.
• Issue price: 99.355% of par.
• Optional redemption: FBCC may redeem the notes in whole or in part at any time, at redemption prices set in the indenture.
• Change of control: After a Change of Control Repurchase Event, as defined in the indenture, the company generally must offer to buy the notes back at 100% of principal plus accrued and unpaid interest.
• Trustee: U.S. Bank Trust Company, National Association.

Ranking and Covenants

The notes are general unsecured obligations. They rank equally with FBCC's existing and future unsecured, unsubordinated debt and ahead of any debt expressly subordinated to them. They are effectively junior to the company's secured debt to the extent of the value of the collateral, a category that includes any unsecured debt FBCC later secures, and structurally junior to all existing and future debt, including trade payables, of the company's consolidated and unconsolidated subsidiaries, financing vehicles and similar facilities.

The indenture requires FBCC to comply with the asset coverage requirements of Section 18(a)(1)(A) of the Investment Company Act of 1940, as modified by Section 61(a), whether or not the company remains subject to those requirements. It also obliges the company to provide financial information to noteholders and the trustee if FBCC stops being subject to Exchange Act reporting. Both covenants carry limitations and exceptions spelled out in the indenture.

The notes were issued under a fifth supplemental indenture to a base indenture dated March 29, 2021. FBCC assumed that base indenture through a January 24, 2024 supplemental indenture as successor in interest to Franklin BSP Lending Corporation, formerly Business Development Corporation of America.

Registration Rights

The notes have not been registered under the Securities Act. Under a registration rights agreement signed at closing, FBCC agreed to file a registration statement for an offer to exchange the notes for registered notes with substantially identical terms and to use commercially reasonable efforts to have it declared effective. If the company cannot complete the exchange offer, it must instead file a shelf registration statement covering resales of the notes. If FBCC misses the deadlines set in the agreement, it will owe noteholders additional interest.