STOCK TITAN

Franklin Resources (NYSE: BEN) signs $1.5B revolving credit facility maturing 2031

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Franklin Resources, Inc. entered into a Second Amended and Restated Credit Agreement with a syndicate of lenders and Bank of America, N.A. as administrative agent. The agreement provides a five-year revolving credit facility with $1,500,000,000 of aggregate commitments, maturing on July 30, 2031, and includes an option to increase commitments by up to $500,000,000. As of the closing date, $700,000,000 was outstanding.

Borrowings bear interest at either a Base Rate or Term SOFR plus a margin tied to the company’s debt rating, and an annual commitment fee is payable on unused commitments. The facility contains customary covenants and a financial covenant requiring a consolidated net leverage ratio not greater than 3.25 to 1.00, and may be used for general corporate purposes. It replaces a prior $1,500,000,000 revolving credit agreement that was scheduled to mature on April 30, 2030, with existing borrowings rolled into the new facility.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revolving Credit Facility Commitments $1,500,000,000 Aggregate commitments under the Second Amended and Restated Credit Agreement
Accordion Feature $500,000,000 Maximum additional commitments the facility may be increased by
Outstanding Borrowings at Closing $700,000,000 Amount outstanding under the Second Amended and Restated Credit Agreement on the Closing Date
Maturity Date July 30, 2031 Stated maturity of the Second Amended and Restated Credit Agreement
Net Leverage Covenant 3.25 to 1.00 Maximum consolidated net leverage ratio required each fiscal quarter
Base Rate Margin Range 0.00% to 0.25% Applicable margin for loans bearing interest by reference to the Base Rate
Term SOFR Margin Range 0.625% to 1.25% Applicable margin for loans bearing interest by reference to Term SOFR
Commitment Fee Range 0.050% to 0.120% Annual fee on the average unused amount of the Revolving Credit Facility
Second Amended and Restated Credit Agreement financial
"entered into a Second Amended and Restated Credit Agreement by and among the Company"
A second amended and restated credit agreement is a company’s loan contract that has been changed twice and rewritten into a single, updated document so all the terms are clear in one place. Investors care because it alters the company’s debt rules — such as interest rates, repayment schedule, and covenants — which affects cash flow, default risk, and the ability to invest or pay dividends; think of it like refinancing and reorganizing a mortgage that changes monthly payments and rules.
Revolving Credit Facility financial
"provides for a five-year revolving credit facility with $1,500,000,000 of aggregate commitments"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Term SOFR financial
"either a base rate or Term SOFR plus an applicable margin based on the Company’s Debt Rating"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
consolidated net leverage ratio financial
"requiring that the Company maintains a consolidated net leverage ratio of no greater than 3.25 to 1.00"
The consolidated net leverage ratio measures how much debt a company carries compared with the cash it generates from core operations, calculated by taking total borrowings minus cash and dividing by annual operating profit. Like comparing a household’s mortgage balance to its yearly income, it tells investors how many years of operating profit would be needed to pay off net debt and thus gauges financial risk, flexibility to invest, and capacity to weather downturns.
event of default financial
"repayment obligation may be accelerated upon the occurrence of an event of default thereunder"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What credit facility did Franklin Resources (BEN) enter on July 30, 2026?

Franklin Resources entered a Second Amended and Restated Credit Agreement providing a five-year revolving credit facility with $1.5 billion in aggregate commitments, maturing on July 30, 2031, with Bank of America, N.A. as administrative agent and multiple lenders participating.

What is the size and expansion option of Franklin Resources (BEN) new revolver?

The new revolving credit facility has $1,500,000,000 of aggregate commitments, with an option to increase commitments by up to an additional $500,000,000. This provides flexibility to expand available liquidity if needed, subject to the terms and conditions of the agreement and lender participation.

How much was outstanding under Franklin Resources (BEN) credit facility at closing?

As of the closing date of the new facility, $700,000,000 was outstanding. Borrowings under the company’s prior $1,500,000,000 revolving credit agreement were terminated and rolled into the Second Amended and Restated Credit Agreement on the same date.

What are the key financial covenants in Franklin Resources (BEN) new credit agreement?

The agreement includes a financial covenant requiring Franklin Resources to maintain a consolidated net leverage ratio not greater than 3.25 to 1.00, measured at the end of each fiscal quarter, with certain adjustments related to qualified acquisitions as specified in the agreement.

How is interest determined under Franklin Resources (BEN) new revolving credit facility?

Borrowings bear interest at either a Base Rate or Term SOFR plus an applicable margin. Margins range from 0.00%–0.25% for Base Rate loans and 0.625%–1.25% for Term SOFR loans, with an additional commitment fee of 0.050%–0.120% on unused commitments.

What happened to Franklin Resources (BEN) prior revolving credit agreement?

Franklin Resources terminated its prior $1,500,000,000 revolving credit agreement, which was scheduled to mature on April 30, 2030. At termination, $700,000,000 of borrowings under the prior facility were rolled into the new Second Amended and Restated Credit Agreement as of the closing date.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2026

Franklin Resources, Inc.

(Exact name of registrant as specified in its charter)

         
Delaware   001-09318   13-2670991

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

One Franklin Parkway, San Mateo, California 94403
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 312-2000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

         
Title of each class  

Trading

symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.10 per share   BEN   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 
 
Item 1.01Entry into a Material Definitive Agreement.

Second Amended and Restated Credit Agreement

On July 30, 2026 (the “Closing Date”), Franklin Resources, Inc., a Delaware corporation (the “Company”), entered into a Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”), by and among the Company, as borrower, the financial institutions from time to time party thereto, as lenders, and Bank of America, N.A. (“Bank of America”), as administrative agent. Capitalized terms used and not defined herein have the meanings given to them in the Second Amended and Restated Credit Agreement.

The Second Amended and Restated Credit Agreement amends and restates the Company’s existing revolving credit agreement to, among other things, increase the aggregate commitments and extend its maturity to July 30, 2031. The Second Amended and Restated Credit Agreement provides for a five-year revolving credit facility (the “Revolving Credit Facility”) with $1,500,000,000 of aggregate commitments with the option to increase the aggregate commitments by a maximum of $500,000,000. As of the Closing Date, there was $700,000,000 outstanding under the Second Amended and Restated Credit Agreement.

Amounts outstanding under the Second Amended and Restated Credit Agreement bear interest at an annual rate equal to, at the option of the Company, either (i) a base rate (the “Base Rate”) equal to the highest of (a) the federal funds rate plus 0.5%, (b) the prime rate of Bank of America, (c) Term SOFR for a 1-month interest period plus 1.00%, and (d) 1.00%; or (ii) Term SOFR (provided that Term SOFR shall not be less than 0.00%), plus an applicable margin (“Applicable Rate”) that ranges from (x) in the case of loans bearing interest by reference to the Base Rate, 0.00% to 0.25% and (y) in the case of loans bearing interest by reference to Term SOFR, 0.625% to 1.25%, in each case based on the Company’s Debt Rating. The Company is also required to pay an annual Commitment Fee ranging from 0.050% to 0.120%, based on the Company’s Debt Rating, on the average unused amount of the Revolving Credit Facility payable quarterly.

At any time, subject to timely prior written notice, the Company may (i) terminate the commitments under the Revolving Credit Facility in full or in part, and/or (ii) prepay any loans outstanding under the Revolving Credit Facility in full or in part.

The Second Amended and Restated Credit Agreement contains customary affirmative and negative covenants, including covenants that affect, among other things, the ability of the Company’s subsidiaries to incur additional indebtedness and limit the ability of the Company and its subsidiaries to create liens, merge or dissolve, dispose of assets and change the nature of their respective business, subject to customary exceptions, thresholds, qualifications and “baskets.” In addition, the Second Amended and Restated Credit Agreement contains a financial performance covenant, requiring that, subject to certain adjustments related to qualified acquisitions, the Company maintains a consolidated net leverage ratio, measured as of the last day of each fiscal quarter, of no greater than 3.25 to 1.00.

The repayment obligation under the Second Amended and Restated Credit Agreement may be accelerated (and commitments under the Revolving Credit Facility terminated) upon the occurrence of an event of default thereunder, including, among other things, failure to pay principal or interest on a timely basis, material inaccuracy of any representation or warranty, failure to comply with covenants, cross-default, change of control, certain insolvency or bankruptcy-related events and material judgments, subject, in each case, to any applicable grace and/or cure periods.

Any borrowings under the Second Amended and Restated Credit Agreement may be used for general corporate purposes.

The foregoing description of the Second Amended and Restated Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amended and Restated Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, incorporated by reference herein.

Item 1.02Termination of a Material Definitive Agreement.

Concurrently with entering into the Second Amended and Restated Credit Agreement, on [July 30], 2026, the Company terminated its $1,500,000,000 revolving credit agreement (the “Original Credit Agreement”) with Bank of America, N.A. and the other lenders party thereto, which, by its terms was scheduled to mature on April 30, 2030. At the time of termination, there were borrowings of $700,000,000 under the Original Credit Agreement, which have been rolled into the Second Amended and Restated Credit Agreement as of the Closing Date. Bank of America, N.A. and the other lenders party to each of the Original Credit Agreement are parties to the Second Amended and Restated Credit Agreement.

-2-
 
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

 

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

-3-
 
Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

     
Exhibit No.   Description
   
10.1   Second Amended and Restated Credit Agreement, dated as of July 30, 2026, by and among Franklin Resources, Inc., as borrower, the financial institutions from time to time party thereto, as lenders, and Bank of America, N.A., as administrative agent.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
-4-
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     
  FRANKLIN RESOURCES, INC.
     
Date: July 30, 2026 By:  /s/ Thomas C. Merchant 
  Name: Thomas C. Merchant
  Title:   Executive Vice President and General Counsel

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Filing Exhibits & Attachments

4 documents