CUSIP NO. 35242N202 Page 1 of 16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
FRANKLIN BSP PRIVATE CREDIT FUND
(Name of Issuer)
ADVISOR CLASS SHARES OF BENEFICAL INTEREST
(Title of Class of Securities)
35242N202
(CUSIP Number)
Thomas C. Mandia
Assistant Secretary
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403
800‑632‑2350
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 26, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d‑1I, 240.13d‑1(f) or 240.13d‑1(g), check the following box.[ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d‑7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes hereto).
CUSIP NO. 35242N202 Page 2 of 16
1. NAMES OF REPORTING PERSONS.
Franklin Resources, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,955,483
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.1%1
14. TYPE OF REPORTING PERSON
HC, CO (See Item 5)
1 Change in current beneficial ownership percentage due to change in shares outstanding only.
CUSIP NO. 35242N202 Page 3 of 16
1. NAMES OF REPORTING PERSONS.
Charles B. Johnson2
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(See Item 5)
14. TYPE OF REPORTING PERSON
HC,IN
2Shares of common stock of Franklin Resources, Inc. held in a revocable trust for which Mr. C.B. Johnson is trustee, as well as shares held in 401(k) Plan, shares held in an individual retirement account, and shares held by three private charitable foundations for which he is a trustee with shared voting and investment power (Mr. C.B. Johnson disclaims beneficial ownership of such shares).
CUSIP NO. 35242N202 Page 4 of 16
1. NAMES OF REPORTING PERSONS.
Rupert H. Johnson, Jr.3
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(See Item 5)
14. TYPE OF REPORTING PERSON
HC,IN (See Item 5)
3 Shares of common stock of Franklin Resources, Inc. held in a revocable trust for which Mr. R. H. Johnson, Jr. is trustee, as well as shares held in 401(k) Plan, shares held in an individual retirement account, shares held by his spouse (Mr. R. H. Johnson, Jr. disclaims beneficial ownership of such shares), and shares held by a private charitable foundation for which he is a trustee (Mr. R. H. Johnson, Jr. disclaims beneficial ownership of such shares).
CUSIP NO. 35242N202 Page 5 of 16
1. NAMES OF REPORTING PERSONS.
BSP Fund HoldCo (Debt Strategy) L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,955,483
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.1%
14. TYPE OF REPORTING PERSON
AF,PN (See Item 5)
CUSIP NO. 35242N202 Page 6 of 16
Item 1. Security and Issuer
This statement relates to Advisor Class Shares of Beneficial Interest (the “Shares”) of FRANKLIN BSP PRIVATE CREDIT FUND, a Delaware Statutory Trust (the "Issuer"). The Issuer’s principal executive office is located at 9 West 57th Street, Suite 4920, New York, New York 10019.
Item 2. Identity and Background
(a), (f) This Schedule 13D is being filed by Franklin Resources, Inc. (“FRI”), a Delaware corporation, Charles B. Johnson (“C. Johnson”), Rupert H. Johnson, Jr. (“R. Johnson, Jr.”), and BSP Fund HoldCo (Debt Strategy) L.P., a Delaware limited partnership (“HoldCo”, and together with FRI, C. Johnson and R. Johnson, Jr., the “Reporting Persons”). HoldCo is a direct wholly-owned subsidiary of FRI. C. Johnson and R. Johnson, Jr. are the principal stockholders of FRI. R. Johnson, Jr. is also the Vice Chairman of FRI and C. Johnson is an Executive Consultant to FRI. 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 FRI and HoldCo, their present principal occupations, citizenship and business addresses are listed on Exhibit B.
(c) The principal business of FRI 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 occupation of each of C. Johnson and R. Johnson, Jr. are listed on Exhibit B.
(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 B, 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 B, 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.
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. FRI, 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.
Except as described above, none of the investment management subsidiaries of FRI, 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-b) Benefit Street Partners L.L.C. ("BSP"), a direct wholly-owned subsidiary of FRI, serves as investment adviser to the Issuer. BSP holds no Shares or Class A Shares of Beneficial Interest of the Issuer.
FRI is filing this report for itself and its affiliates, except as set forth herein. Beneficial ownership by FRI 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 FRI, 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 FRI's affiliates whose ownership of securities is disaggregated from that of FRI in accordance with the 1998 Release ("FRI Disaggregated Affiliates") are exercised independently from FRI and from all other investment management subsidiaries of FRI (FRI, its affiliates and the investment management subsidiaries of FRI other than FRI Disaggregated Affiliates are collectively, "FRI Aggregated Affiliates"). Furthermore, internal policies and procedures of, on the one hand, FRI Disaggregated Affiliates, and, on the other hand, FRI, establish informational barriers that prevent the flow among, on the one hand, FRI Disaggregated Affiliates (including preventing the flow between such entities), and, on the other hand, the FRI Aggregated Affiliates, of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, FRI Disaggregated Affiliates report the securities over which they hold investment and voting power separately from the FRI Aggregated Affiliates for purposes of Section 13 of the Act.
C. Johnson and R. Johnson, Jr. (the “Principal Shareholders”) each own in excess of 10% of FRI’s outstanding common stock and are the principal stockholders of FRI. The Principal Shareholders may be deemed to be, for
CUSIP NO. 35242N202 Page 7 of 16
purposes of Rule 13d‑3 under the Act, the beneficial owners of securities held by a direct wholly-owned subsidiary of FRI. The Principal Shareholders disclaim any pecuniary interest in any of the Shares reported herein, except as reported herein. In addition, the filing of the Schedule 13D on behalf of the Principal Shareholders should not be construed as an admission that any of them is, and each disclaims that he is, the beneficial owner, as defined in Rule 13d-3, of any of the Shares, except as reported herein.
FRI, HoldCo, 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.
The number of Shares as to which each reporting person on this Schedule 13D has:
(i)Sole power to vote or to direct the vote of the Shares:
BSP Fund HoldCo (Debt Strategy) L.P.: 4,955,483
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
(ii) Shared power to vote or to direct the vote of the Shares 0
(iii) Sole power to dispose or to direct the disposition of the Shares:
BSP Fund HoldCo (Debt Strategy) L.P.: 4,955,483
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
(iv) Shared power to dispose or to direct the disposition of the Shares: 0
(c) None of the Reporting Persons have effected any transactions in the Shares during the past sixty days.
(d) Not Applicable
(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.
CUSIP NO. 35242N202 Page 8 of 16
Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement
Exhibit B: Principal Executive Officers and Directors of FRI and HoldCo
Exhibit C: Limited Powers of Attorney for Section 13 Reporting Obligations
Exhibit D: Subscription Agreements entered into by HoldCo with the Issuer on each of August 18, 2021, October 3, 2022, and April 28,2023
Signature
After reasonable 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 27, 2024
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
By: /s/THOMAS C. MANDIA
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Thomas C. Mandia
Assistant Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact for Charles B. Johnson pursuant to Power of Attorney
attached to this Schedule 13D
Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule 13D
BSP FUND HOLDCO (DEBT STRATEGY) L.P.
By: Franklin Templeton Institutional GP LLC, its general partner
By: Franklin Templeton Institutional LLC, its sole member
By: /s/BRYAN R. MARTOKEN
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Bryan R. Martoken
Executive Vice President of Franklin Templeton Institutional GP LLC
CUSIP NO. 35242N202 Page 9 of 16
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 March 27, 2024.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
By: /s/THOMAS C. MANDIA
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Thomas C. Mandia
Assistant Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact for Charles B. Johnson pursuant to Power of Attorney
attached to this Schedule 13D
Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule 13D
BSP FUND HOLDCO (DEBT STRATEGY) L.P.
By: Franklin Templeton Institutional GP LLC, its general partner
By: Franklin Templeton Institutional LLC, its sole member
By: /s/BRYAN R. MARTOKEN
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Bryan R. Martoken
Executive Vice President of Franklin Templeton Institutional GP LLC
CUSIP NO. 35242N202 Page 10 of 16
EXHIBIT B
PRINCIPAL EXECUTIVE OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS OF REPORTING PERSONS
Except where otherwise noted, each of the individuals named below is a citizen of the
United States with a principal business address as indicated below.
|
Name |
Principal Occupation |
Residence or Business Address |
|
Gregory E. Johnson |
Executive Chairman and Chairman of the Board, and a Director, FRI |
Franklin Resources, Inc. |
|
Rupert H. Johnson, Jr |
Vice Chairman, a Director and a Principal Stockholder, FRI |
Franklin Resources, Inc. |
|
Jennifer M. Johnson |
President, Chief Executive Officer and Director, FRI; Director, Thermo Fisher Scientific Inc. |
Franklin Resources, Inc. |
|
Matthew Nicholls |
Executive Vice President, Chief Financial Officer, and Chief Operating Officer, FRI |
Franklin Resources, Inc. |
|
Thomas C. Merchant |
Executive Vice President and General Counsel and Secretary, FRI
|
Franklin Resources, Inc. |
|
Terrence J. Murphy |
Executive Vice President, Head of Public Markets, FRI |
Franklin Resources, Inc. One Franklin Parkway |
|
Alok Sethi |
Executive Vice President, Head of Global Operations, FRI Citizen of India |
Franklin Resources, Inc. One Franklin Parkway |
|
Adam B. Spector |
Executive Vice President, Head of Global Distribution, FRI |
Franklin Resources, Inc. One Franklin Parkway |
|
Brian M. Eakes |
Executive Vice President, Head of Global Finance, FRI |
Franklin Resources, Inc. One Franklin Parkway |
|
Gwen L. Shaneyfelt |
Executive Vice President, FRI |
Franklin Resources, Inc. One Franklin Parkway |
|
Mariann Byerwalter |
Director, FRI; Chairman of the Board, Pacific Mutual Holding Company; Chairman Emeritus of the Board, SRI International; Chairman, JDN Corporate Advisory, LLC
|
Franklin Resources, Inc. One Franklin Parkway |
|
Karen M. King |
Director, FRI; Managing Director and Chief Legal Officer, Silver Lake
|
Franklin Resources, Inc. |
|
Alexander S. Friedman |
Director, FRI; Co-Founder and Chief Executive Officer, Novata Inc. |
Franklin Resources, Inc. |
|
John Y. Kim |
Director, FRI; Founder and Managing Partner, Brewer Lane Ventures LLC; Director/Trustee, Eversource Energy
|
Franklin Resources, Inc. |
|
Anthony J. Noto |
Director, FRI; Chief Executive Officer and Director, SoFi Technologies, Inc. |
Franklin Resources, Inc. |
CUSIP NO. 35242N202 Page 11 of 16
|
|
Principal Occupation |
Residence or Business Address | ||||
|
John W. Thiel |
Director FRI; Partner and Senior Advisor, MyNextSeason |
Franklin Resources, Inc. | ||||
|
Seth H. Waugh
|
Director, FRI; Chief Executive Officer, The PGA of America; Non-Executive Chairman, Alex Brown, a division of Raymond James; Director, Yext, Inc. |
Franklin Resources, Inc. | ||||
|
Geoffrey Y. Yang |
Director, FRI; Managing Director and Founding Partner, Redpoint Ventures; Director, Warner Bros. Discovery, Inc |
Franklin Resources, Inc. | ||||
|
Charles B. Johnson |
Principal Stockholder, FRI |
Franklin Resources, Inc.
| ||||
|
|
|
| ||||
|
|
|
|
|
| ||
FRI: Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403‑1906
FRI is primarily engaged, through various subsidiaries, in providing investment management to the open-end investment companies in the Franklin Group of Funds and the Templeton Family of Funds and to domestic and international managed and institutional accounts. FRI’s principal line of business is providing investment management, administration, distribution and related services to the Franklin Templeton Funds, managed accounts and other investment products.
HoldCo is a wholly-owned subsidiary of FRI. Its principal business is at 50 Kennedy Plaza, Providence, RI 02903.
Its general partner is Franklin Templeton Institutional GP, LLC, whose sole member is Franklin Templeton
Institutional LLC, a wholly-owned subsidiary of FRI.
CUSIP NO. 35242N202 Page 12 of 16
EXHIBIT C
LIMITED POWER OF ATTORNEY
FOR SECTION 13 AND 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Thomas C. Mandia, Beth McAuley O’Malley, Thomas C. Merchant, Kimberly H. Novotny, Virginia E. Rosas and Navid J. Tofigh each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
1. prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. (“FRI”) and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a “Reporting Entity”), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); and
2. seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
3. perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
1. this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
2. any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
3. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation, the reporting requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 11th day of December, 2023.
/s/CHARLES B. JOHNSON
Signature
Charles B. Johnson
Print Name
CUSIP NO. 35242N202 Page 13 of 16
LIMITED POWER OF ATTORNEY
FOR SECTION 13 AND 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Thomas C. Mandia, Beth McAuley O’Malley, Thomas C. Merchant, Kimberly H. Novotny, Virginia E. Rosas and Navid J. Tofigh each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
1. prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. (“FRI”) and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a “Reporting Entity”), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); and
2. seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
3. perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
1. this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
2. any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
3. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation, the reporting requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 11th day of December, 2023.
/s/RUPERT H. JOHNSON, JR.
Signature
Rupert H. Johnson, Jr.
Print Name
CUSIP NO. 35242N202 Page 14 of 16
EXHIBIT D
SUBSCRIPTION AGREEMENTS
FRANKLIN BSP PRIVATE CREDIT FUND SUBSCRIPTION AGREEMENT
This Subscription Agreement is entered into this 18th day of August, 2021 by and between Franklin BSP Private Credit Fund, a Delaware statutory trust (the “Fund”), and BSP Fund Holdco (Debt Strategy) L.P. (the “Subscriber”);
WITNESSETH:
WHEREAS, the Fund has been formed for the purposes of carrying on business as a closed- end management investment company; and
WHEREAS, the Subscriber wishes to subscribe for and purchase, and the Fund wishes to sell to the Subscriber, 90,000 Advisor Class shares of beneficial interest (the “Advisor Class Shares”) for a purchase price of $10.00 per share and 10,000 Class A shares of beneficial interests (the “Class A Shares”) for a purchase price of $10.00 per share.
NOW THEREFORE, IT IS AGREED:
1. The Subscriber subscribes for and agrees to purchase from the Fund 90,000 Advisor Class Shares for a purchase price of $10.00 per share and 10,000 Class A Shares for a purchase price of $10.00 per share. Subscriber agrees to make payment for the Advisor Class Shares and the Class A Shares at such time as demand for payment may be made by an officer of the Fund.
2. The Fund agrees to issue and sell said Advisor Class Shares and Class A Shares to Subscriber promptly upon its receipt of the purchase price.
3. To induce the Fund to accept its subscription and issue the Advisor Class Shares and the Class A Shares subscribed for, the Subscriber:
a. Represents and warrants that it has no present intention of selling or redeeming the Advisor Class Shares or the Class A Shares subscribed for under this Subscription Agreement.
4. This Subscription Agreement and all of its provisions shall be binding upon the legal representatives, heirs, successors and assigns of the parties hereto.
5. This Agreement is executed on behalf of the Fund by the Fund’s officers as officers and not individually and the obligations imposed upon the Fund by this Subscription Agreement are not binding upon any of the Fund’s Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund.
IN WITNESS WHEREOF, this Subscription Agreement has been executed by the parties hereto as of the day and date first above written.
FRANKLIN BSP PRIVATE CREDIT FUND
By: /s/NINA BARYSKI
Name: NINA BARYSKI
Title: AUTHORIZED SIGNOR
NINA BARYSKI AUTHORIZED SIGNOR
BSP FUND HOLDCO (DEBT STRATEGY) L.P.
By: Franklin Templeton Institutional GP LLC, its general partner By: Franklin Templeton Institutional LLC, its sole member
By: /s/MARK CONSTANT
Name: Mark Constant
Title: Treasurer
CUSIP NO. 35242N202 Page 15 of 16
FRANKLIN BSP PRIVATE CREDIT FUND SUBSCRIPTION AGREEMENT
This Subscription Agreement is entered into this 3rd day of October, 2022 by and between Franklin BSP Private Credit Fund, a Delaware statutory trust (the “Fund”), and BSP Fund Holdco (Debt Strategy) L.P. (the “Subscriber”);
WITNESSETH:
WHEREAS, the Fund has been formed for the purposes of carrying on business as a closed- end management investment company; and
WHEREAS, the Subscriber wishes to subscribe for and purchase, and the Fund wishes to sell to the Subscriber, 2,400,000 Advisor Class shares of beneficial interest (the “Advisor Class Shares”) for a purchase price of $10.00 per share.
NOW THEREFORE, IT IS AGREED:
1. The Subscriber subscribes for and agrees to purchase from the Fund 2,400,000 Advisor Class Shares for a purchase price of $10.00 per share. Subscriber agrees to make payment for the Advisor Class Shares at such time as demand for payment may be made by an officer of the Fund.
2. The Fund agrees to issue and sell said Advisor Class Shares to Subscriber promptly upon its receipt of the purchase price.
3. To induce the Fund to accept its subscription and issue the Advisor Class Shares subscribed for, the Subscriber:
a. Represents and warrants that it has no present intention of selling or redeeming the Advisor Class Shares subscribed for under this Subscription Agreement.
4. This Subscription Agreement and all of its provisions shall be binding upon the legal representatives, heirs, successors and assigns of the parties hereto.
5. This Agreement is executed on behalf of the Fund by the Fund’s officers as officers and not individually and the obligations imposed upon the Fund by this Subscription Agreement are not binding upon any of the Fund’s Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund.
IN WITNESS WHEREOF, this Subscription Agreement has been executed by the parties hereto as of the day and date first above written.
FRANKLIN BSP PRIVATE CREDIT FUND
By: /s/ NINA BARYSKI
Name: NINA BARYSKI
Title: AUTHORIZED SIGNOR
BSP FUND HOLDCO (DEBT STRATEGY) L.P.
By: Franklin Templeton Institutional GP LLC, its general partner
By: Franklin Templeton Institutional LLC, its sole member
By: /s/MARK CONSTANT
Name: Mark Constant
Title: Treasurer
CUSIP NO. 35242N202 Page 16 of 16
SUBSCRIPTION AGREEMENT
FOR ADVISOR CLASS COMMON SHARES OF BENEFICIAL INTEREST OF FRANKLIN BSP PRIVATE CREDIT FUND
The undersigned hereby subscribes for and agrees to purchase $25,000,000 of Advisor class Common shares of beneficial interest, (the "Advisor Class Common Shares"), of Franklin BSP Private Credit Fund, at the closing price as of April 27, 2023, and request to assign ownership and purchases in such names and with such specifications as are set forth on Schedule A attached hereto, and hereby agrees to contribute cash to the Trust on the date hereof as consideration for the Advisor Class Common Shares in the amount of $25,000,000 with a trade date of April 28, 2023 (the "Consideration").
The undersigned further agrees to execute and deliver any and all documents or certificates necessary to transfer the Consideration to the Trust in full payment for the Common Shares subscribed for hereunder.
Date: 4/26/2023 | 10:25 AM PDT
/s/MARK CONSTANT
_________________________
Mark Constant - Treasurer