| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
ADVISOR CLASS SHARES OF BENEFICAL INTEREST |
| (b) | Name of Issuer:
FRANKLIN BSP PRIVATE CREDIT FUND |
| (c) | Address of Issuer's Principal Executive Offices:
One Madison Avenue, Suite 1600, New York,
NEW YORK
, 10010. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is being filed by Franklin Templeton, Inc. ("FTI"), a Delaware corporation, Charles B. Johnson ("C. Johnson"), Rupert H. Johnson, Jr. ("R. Johnson, Jr."), BSP Fund HoldCo (Debt Strategy) L.P. ("HoldCo"), a Delaware limited partnership, and Franklin Advisers, Inc. ("FAV"), a California corporation (HoldCo, FAV, and together with FTI, C. Johnson and R. Johnson, Jr., the "Reporting Persons"). HoldCo and FAV are wholly-owned subsidiaries of FTI. C. Johnson and R. Johnson, Jr. are the principal stockholders of FTI. R. Johnson, Jr. is also the Vice Chairman of FTI and C. Johnson is an Executive Consultant to FTI. C. Johnson and R. Johnson, Jr. are citizens of the United States. |
| (b) | The address of the principal business office of each of the Reporting Persons is One Franklin Parkway, San Mateo, California 94403-1906. The directors and principal executive officers of FTI, HoldCo, and FAV, their present principal occupations, citizenship and business addresses are listed on Exhibit D. |
| (c) | The principal business of FTI is to act as a holding company for various subsidiaries engaged in the investment management and related services business. The principal business of HoldCo is to make investments into credit related instruments and vehicles. The principal business of FAV is investment management. The principal occupation of each of C. Johnson and R. Johnson, Jr. are listed on Exhibit D. |
| (d) | 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, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | 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 and as a result of such proceeding was or is subject to 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. |
| (f) | Franklin Templeton, Inc. and HoldCo: Delaware Charles B. Johnson and Rupert H. Johnson, Jr.: USA Franklin Advisers, Inc.: California |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The Reporting Persons have invested in the Issuer as follows:
HoldCo has acquired a total of 4,955,483 Shares for an aggregate purchase price of $49,900,000, having acquired on August 18, 2021 90,000 Shares, on October 3, 2022 2,400,000 Shares, and on April 28,2023 2,465,483 Shares; in addition, HoldCo acquired on August 18, 2021 a total of 10,000 Class A Shares of Beneficial Interest of the Issuer for an aggregate purchase price of $100,000. HoldCo paid for all of such shares from its working capital.
FTI, C. Johnson and R. Johnson, Jr. do not own directly any shares of the Issuer . |
| Item 4. | Purpose of Transaction |
| | 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.
Except as described above, none of the investment management subsidiaries of FTI, and none of any of the other reporting persons covered by this Schedule 13D, currently has any plans or proposals that relate to or would result in any of the actions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, or any present plans or intentions to acquire or dispose of any securities of the Issuer. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 6,597,084 or 50.3% |
| (b) | Sole power to vote or to direct the vote of the Shares:
Franklin Templeton, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
BSP Fund HoldCo (Debt Strategy) L.P.: 4,955,483
Franklin Advisers, Inc.: 1,641,601
Shared power to vote or to direct the vote of the Shares: 0
Sole power to dispose or to direct the disposition of the Shares:
Franklin Templeton, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
BSP Fund HoldCo (Debt Strategy) L.P.: 4,955,483
Franklin Advisers, Inc.: 1,641,601
Shared power to dispose or to direct the disposition of the Shares: 0 |
| (c) | Repurchase through Tender Offer by Issuer:
Date of Transaction Number of Shares Price Per Share in USD
9/22/2026 223,423 9.99 |
| (d) | The clients of FTI's investment management subsidiaries, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to direct the receipt of dividends from, and the proceeds from the sale of, the securities reported herein. Franklin Global Allocation Fund, an investment company registered under the Investment Company Act of 1940, has an interest in 1,641,601 Shares, or 15.0% of the Shares. |
| (e) | Not Applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | HoldCo entered into subscription agreements with the Issuer on each of August 18, 2021, October 3, 2022, and April 28, 2023. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit A: Joint Filing Agreement
Exhibit B: Item 5 Ownership
Exhibit C: Subscription Agreements entered into by HoldCo with the Issuer on each of August 18, 2021, October 3, 2022, and April 28, 2023 (incorporated by reference to Schedule 13D/A No. 20 filed on December 2, 2024)
Exhibit D: Principal Executive Officers and Directors of FTI, HoldCo, and FAV (EX-1)
EXHIBIT A: JOINT FILING AGREEMENT
In accordance with Rule 13d 1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement and that such statement and all amendments to such statement are made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this agreement on the date of the signing of this filing.
Franklin Templeton, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin Advisers, Inc.
By:/s/THOMAS C. MANDIA
Thomas C. Mandia
Assistant Secretary of Franklin Templeton, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
Assistant Secretary of Franklin Advisers, Inc.
BSP FUND HOLDCO (DEBT STRATEGY) L.P.
By: Franklin Templeton Institutional GP LLC, its general partner
By:/s/SHIRLEY HAMBELTON
Shirley Hambelton
Assitant Secretary of Franklin Templeton Institutional GP LLC
Acknowledgment pursuant to Rule 13d-1(b)(1)(iii)
Franklin Fund Allocator Series on behalf of Franklin Global Allocation Fund
By:/s/BJORN A. DAVIS
Bjorn A. Davis
Chief Compliance Officer of Franklin Fund Allocator Series
Exhibit B: Item 5 Ownership
Benefit Street Partners L.L.C. ("BSP"), a direct wholly-owned subsidiary of FTI, serves as investment Adviser to the Issuer. BSP holds no Shares and no Class A Shares of Beneficial Interest of the Issuer.
FTI is filing this report for itself and its affiliates, except as set forth herein. Beneficial ownership by FTI and its affiliates is being reported herein in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) (the "1998 Release ") relating to organizations, such as FTI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by each of FTI's affiliates whose ownership of securities is disaggregated from that of FTI in accordance with the 1998 Release ("FTI Disaggregated Affiliates") are exercised independently from FTI and from all other investment management subsidiaries of FTI (FTI, its affiliates and the investment management subsidiaries of FTI other than FTI Disaggregated Affiliates are collectively, "FTI Aggregated Affiliates"). Furthermore, internal policies and procedures of, on the one hand, FTI Disaggregated Affiliates, and, on the other hand, FTI, establish informational barriers that prevent the flow among, on the one hand, FTI Disaggregated Affiliates (including preventing the flow between such entities), and, on the other hand, the FTI Aggregated Affiliates, of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, FTI Disaggregated Affiliates report the securities over which they hold investment and voting power separately from the FTI Aggregated Affiliates for purposes of Section 13 of the Act.
C. Johnson and R. Johnson, Jr. (the "Principal Shareholders") may each own in excess of 10% of FTI's outstanding common stock and are the principal stockholders of FTI (see FTI's Proxy Statement-Stock Ownership of Certain Beneficial Owners). The Principal Shareholders may be deemed to be, for purposes of Rule 13d 3 under the Act, the beneficial owners of securities held by a wholly-owned subsidiary of FTI. FTI, the Principal Shareholders, and FAV disclaim any pecuniary interest in any of the Shares reported herein. In addition, the filing of the Schedule 13D on behalf of FTI 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.
FTI, 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. HoldCo did not acquire more than 5% of the Issuer's outstanding Shares until October 3, 2022. |
