Franklin BSP offers to buy 2.5M shares at $13.58 NAV

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.

Accepted by SEC EDGAR 03/17/2026 - 05:00 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

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.

Insights

Corporate Finance Analyst

Issuer tender offer to repurchase up to 2,500,000 shares at disclosed NAV.

The company offers to buy up to 2,500,000 shares at the stated net asset value per share of $13.58December 31, 2025. This is an issuer-initiated repurchase disclosed via Schedule TO.

Cash-flow treatment and total expected cash outlay are not detailed in the excerpt; the offer is governed by the Offer to Purchase and its stated terms and conditions.

Securities Attorney

Filing is an Amendment to Schedule TO adding an updated shareholder communication and NAV figure.

The Amendment files an "Updated Letter to Stockholders, dated March 17, 2026" and states the NAV per share as $13.58 as of December 31, 2025. The Amendment is submitted pursuant to Rule 13e-4(c)(1).

Material conditions, procedural timelines, and any required stockholder actions are set out in the Offer to Purchase and related exhibits referenced in the filing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Franklin BSP Capital's (FRBP) tender offer size?

The company is offering to repurchase up to 2,500,000 shares of its common stock. The offer is an issuer tender to purchase shares at the disclosed net asset value per share.

At what price will FRBP purchase shares in the tender offer?

Shares will be bought at the net asset value per share as of December 31, 2025, which the Amendment states is $13.58

Does the Amendment change the terms of the original Offer to Purchase?

No substantive changes are described; the Amendment files a written communication and adds an Updated Letter to Stockholders dated March 17, 2026, and states the NAV per share as of December 31, 2025.

Where can I find the full terms and conditions of FRBP's tender offer?

The full terms, conditions, Form of Letter of Transmittal, and procedural details are included in the Offer to Purchase and related exhibits listed in the Schedule TO originally filed on March 5, 2026.

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

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As filed with the Securities and Exchange Commission on March 17, 2026

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

(Amendment No. 1)

__________________________

Franklin BSP Capital Corporation (Name of Subject Company (Issuer))

Franklin BSP Capital Corporation Name of Filing Person (Offeror and Issuer)

__________________________

Common Stock, Par Value $0.001 per share
(Title of Class of Securities)

35250V104 (CUSIP Number of Class of Securities)
(Underlying Common Stock)

Richard J. Byrne
Chief Executive Officer
Franklin BSP Capital Corporation
One Madison Avenue, Suite 1600
New York, NY 10010
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

__________________________

Copies to:

Rajib Chanda
Steven Grigoriou
Simpson Thacher & Bartlett LLP
900 G Street, N.W.
Washington, D.C. 20001
Telephone: (202) 636-5502

__________________________

☐		Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
		Check the appropriate boxes below to designate any transactions to which the statement relates:
		☐		Third-party tender offer subject to Rule 14d-1.
		☒		Issuer tender offer subject to Rule 13e-4.
		☐		Going-private transaction subject to Rule 13e-3.
		☐		Amendment to Schedule 13D under Rule 13d-2.
		Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
		If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
		☐		Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
		☐		Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 1 (the “Amendment”) amends and supplements the Issuer Tender Offer Statement on Schedule TO originally filed on March 5, 2026 (the “Statement”) by Franklin BSP Capital Corporation (the “Company”) in connection with an offer by the Company (the “Offer”) to purchase up to 2,500,000 shares of its issued and outstanding common stock, par value $0.001 per share (the “Shares”), at a price equal to the net asset value per Share as of December 31, 2025, upon the terms and subject to the conditions set forth in the Offer to Purchase filed as Exhibit (a)(1)(i) to the Statement.

This Amendment is being filed pursuant to Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as amended, to file a written communication relating to the Offer. Item 12 of the Statement is hereby amended and supplemented by adding the following exhibit to state that the Company’s net asset value per Share as of December 31, 2025 is $13.58:

(a)(1)(v) Updated Letter to Stockholders, dated March 17, 2026

Except as specifically provided herein, the information contained in the Statement, as amended, and the exhibits filed hereto remains unchanged and this Amendment does not modify any of the information previously reported on the Statement, as amended, or the exhibits filed hereto.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 17, 2026

		FRANKLIN BSP CAPITAL CORPORATION
		By:		/s/ Nina K. Baryski
				Name:		Nina K. Baryski
				Title:		Chief Financial Officer and Treasurer

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Exhibit Index

EXHIBIT
(a)(1)(i)		Offer to Purchase, dated March 5, 2026.*
(a)(1)(ii)		Form of Letter of Transmittal.*
(a)(1)(iii)		Form of Notice of Withdrawal.*
(a)(1)(iv)		Letter to Stockholders, dated March 5, 2026.*
(a)(1)(v)		Updated Letter to Stockholders, dated March 17, 2026
107		Filing Fee Table*

____________

* Previously filed with the Statement on March 5, 2026.

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