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Franklin BSP Capital Corporation is asking stockholders to elect two independent directors and to approve authority to sell or issue up to 25% of its outstanding common stock at prices below then-current net asset value per share. The proxy also covers routine governance matters, director and committee structures, fee arrangements with the external adviser, and procedures for virtual participation in the June 5, 2026 annual meeting.
Franklin BSP Capital Corporation is soliciting proxies for its 2026 virtual Annual Meeting to be held on June 5, 2026. Stockholders will vote to elect two directors and to authorize the Company, subject to board determinations and 1940 Act conditions, to sell or issue up to 25% of its outstanding common stock at prices below then-current NAV. The Board notes conditions required by the 1940 Act, procedural safeguards, and provides examples of potential dilution; record date for voting is April 7, 2026.
Franklin BSP Capital Corporation is conducting an issuer tender offer to purchase up to 2,500,000 shares of its common stock at a price equal to the company's net asset value per share as of December 31, 2025.
The company's net asset value per share is stated as $13.58 as of December 31, 2025. The purchase will be made "upon the terms and subject to the conditions set forth in the Offer to Purchase" filed with the Schedule TO.
The 10-K for FRBP outlines a highly diversified investment portfolio focused on private credit and structured products. The holdings span senior secured first lien debt, subordinated debt, equity and other investments, joint ventures and collateralized securities.
Borrowers and issuers cover a wide range of industries, including software, health care providers and technology, industrials, chemicals, utilities, transportation, media, financial services, capital markets and consumer businesses. The portfolio includes direct loans to numerous middle-market companies such as ADCS Clinics Intermediate Holdings, Adelaide Borrower, Coronis Health I, Integrated Efficiency Solutions, BCPE Oceandrive Buyer and many others, alongside interests in CLO vehicles like NewStar Arlington Senior Loan Program and Newstar Fairfield Fund CLO. Overall, the filing emphasizes broad sector exposure and multiple layers of the capital structure through secured loans, mezzanine and equity positions.
Franklin BSP Capital Corporation is conducting a cash tender offer to repurchase up to 2,500,000 Shares of its common stock at terms set forth in the Offer to Purchase dated March 5, 2026. The amount offered represents approximately 1.85% of the Company’s 135,487,319.18 Shares outstanding as of December 31, 2025. The Offer to Purchase, Letter of Transmittal and related notices are filed as exhibits and the Offer is subject to the conditions and procedures described in those materials.
Franklin BSP Capital Corp’s Chief Operating Officer, Jamie Robert Smith, filed an initial insider ownership report on Form 3. The filing states that no securities of Franklin BSP Capital Corp are beneficially owned. This establishes Smith’s baseline insider ownership status as of the reported date.
Franklin BSP Capital Corporation appointed Jamie Smith as its new Chief Operating Officer, effective January 28, 2026. Smith, age 50, is a Managing Director and Chief Operating Officer of Private Debt at Benefit Street Partners and will keep those roles while serving the company.
The filing notes that Smith has no family relationships with the company’s directors or executive officers and no material interests in related-party transactions since the start of the last fiscal year. He has not entered into, and does not expect to enter into, any material compensation arrangements specifically tied to this appointment.
Franklin BSP Capital Corporation reports a large, diversified investment portfolio and a moderately leveraged balance sheet for the period ended September 30, 2025. Investments at fair value total $4.08 billion, up from $3.97 billion at December 31, 2024, with positions spanning senior secured loans, subordinated debt, equity and collateralized securities across many industries.
Total assets are $4.31 billion, funded by $2.30 billion of debt and $77.43 million of redeemable Series A preferred stock. Net assets attributable to common stockholders are $1.84 billion, down from $1.91 billion, reflecting accumulated losses, while common shares outstanding are about 135 million.
Franklin BSP Capital Corporation filed an 8-K disclosing that it entered into material definitive agreements related to a new note issuance. The filing references the original Indenture dated March 29, 2021 and a Fourth Supplemental Indenture dated October 2, 2025 relating to 6.000% Notes due 2030. It also references the form of the 6.000% Notes and a Registration Rights Agreement dated October 2, 2025 among the company and the initial purchasers represented by J.P. Morgan Securities LLC, BofA Securities, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC. The filing is signed by Nina K. Baryski, Chief Financial Officer and Treasurer, on behalf of the registrant.