Franklin BSP Capital Corp (FRBP) issued $300.0 million aggregate principal amount of 7.250% notes due 2029 in a private offering that closed October 30, 2026. The notes were issued at 99.355% of par; net proceeds were approximately $294.7 million after the initial purchaser discount and estimated offering expenses. The company intends to use the proceeds for general corporate purposes, including repayment of indebtedness that may include certain credit facilities.
The notes are general unsecured obligations, mature October 30, 2029, and bear interest at 7.250% per year, payable semi-annually on April 30 and October 30 beginning April 30, 2027. They rank pari passu with unsecured unsubordinated debt, senior to expressly subordinated debt, effectively junior to secured debt to the extent of collateral value, and structurally junior to debt, including trade payables, of subsidiaries, financing vehicles and similar facilities. A Change of Control Repurchase Event generally requires an offer at 100% of principal plus accrued and unpaid interest.
The company must file an exchange-offer registration statement and use commercially reasonable efforts to have it declared effective; if it cannot effect the exchange offer, it must file a shelf registration statement covering resale of the notes. Failure to satisfy registration obligations by specified dates requires additional interest.
FRBP presents a detailed look at its investment portfolio as of June 30, 2026 and December 31, 2025. The portfolio spans hundreds of mostly private issuers across sectors including software, health care providers and services, financial services, capital markets, energy, industrials, media, insurance and consumer-related businesses.
Holdings are primarily structured as Senior Secured First Lien Debt, complemented by senior secured second lien debt, subordinated debt, equity/other investments, joint ventures and collateralized securities (CLO tranches). The portfolio also includes derivative positions such as interest rate swaps with a major bank. Repeated entries for the same borrower in different capital-structure tiers (for example first lien, second lien and equity in Coronis Health I, LLC, Integrated Efficiency Solutions, Inc. and ORG GC Holdings, LLC) highlight multi-layer exposure to select credits. The filing also identifies several large, recurring portfolio company names in areas like building products, construction and engineering, software, health care and specialty finance, indicating broad diversification by issuer and industry rather than concentration in a single sector or instrument type.
Franklin BSP Capital Corp submitted an initial insider report for Kathleen Lauren Oates, who serves as Chief Accounting Officer. The report identifies her as a reporting person but shows no insider transactions or equity holdings. Remarks reference Exhibit 24, a Power of Attorney related to this reporting authority.
Franklin BSP Capital Corporation appointed Kathleen Oates as Chief Accounting Officer, serving as both Principal Financial Officer and Principal Accounting Officer, effective July 27, 2026. This change coincides with the previously reported departure of Nina Baryski from those roles.
Oates, age 37, is an Executive Director with Benefit Street Partners L.L.C., having joined in 2020 after serving as a Senior Manager in the asset and wealth management assurance practice at PricewaterhouseCoopers. She holds a Bachelor of Science in Finance and Accounting from Elon University and is a Certified Public Accountant. Her selection was not made pursuant to any arrangement with another person, and the company reports no family relationships or related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.
Franklin BSP Capital Corporation is offering to exchange up to $300,000,000 aggregate principal amount of its outstanding 6.000% Notes due 2030 issued on October 2, 2025 (the “Restricted Notes”) for an equal principal amount of newly registered 6.000% Notes due 2030 (the “Exchange Notes”).
The Exchange Notes have substantially identical terms to the Restricted Notes, except they are registered under the Securities Act, will bear different CUSIPs, will not carry transfer restrictions or registration rights, and will not pay additional interest for registration defaults. The exchange offer expires at 11:59 p.m., New York City time, on July 31, 2026. The company will receive no cash proceeds and will retire surrendered Restricted Notes.
Franklin BSP Capital Corporation held its reconvened annual meeting, where stockholders elected two directors and approved potential common stock sales below net asset value. Ronald J. Kramer and Leslie D. Michelson were elected as Class III directors to serve until the 2029 annual meeting.
Stockholders also authorized the company, subject to board approval and conditions described in the proxy statement, to sell or issue common stock at prices below its then-current net asset value, provided that shares issued in any such offering do not exceed 25% of then-outstanding common stock.
Franklin BSP Capital Corporation completed a self-tender offer to repurchase up to 2,500,000 shares of its common stock. The offer expired on April 14, 2026, with 34,527,343 shares validly tendered and not withdrawn. On May 8, 2026, the company purchased 2,499,996 shares at $13.58 per share for an aggregate purchase price of $33,949,947. The purchase price per share was equal to the net asset value per share as of December 31, 2025.
Franklin BSP Capital Corporation announced that Chief Financial Officer and Treasurer Nina Baryski, who also serves as principal financial officer and principal accounting officer, has submitted her resignation. She notified the Board on May 6, 2026, and her departure will be effective at the close of business on July 27, 2026.
The company states that Ms. Baryski is leaving to pursue another professional opportunity and that her resignation is not due to any disagreement with the company. The Board expressed appreciation for her contributions over the years.