8-K 1 tm2221918d1_8k.htm FORM 8-K





Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 27, 2022 (July 26, 2022)



(Exact name of registrant as specified in its charter)


Maryland 814-00821 27-2614444

(State or other jurisdiction

of incorporation)

(Commission File Number) (IRS Employer Identification No.)


9 West 57th Street, Suite 4920
New York, New York
(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: (212) 588-6770


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging Growth Company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


Securities registered pursuant to Section 12(b) of the Act: None.







Item 3.02. Unregistered Sales of Equity Securities.


On July 26, 2022, pursuant to a drawdown notice previously delivered to investors, Franklin BSP Lending Corporation (the “Company”) issued and sold approximately 8.0 million shares of the Company’s common stock, par value $7.47 per share (the “Common Stock”) for an aggregate offering price of approximately $60.0 million. The Company will use the $60.0 million of proceeds to pay down its outstanding borrowings, the terms of which are described in Note 5 to the financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.


The sale of Common Stock was made pursuant to the subscription agreements (collectively, the “Subscription Agreements”) entered into with certain investors. Pursuant to their respective Subscription Agreements, each Investor is required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis at a per share price that is not less than the net asset value per share of Common Stock to be acquired.


The issuance of the Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from investors in the relevant Subscription Agreements that each Investor is an “accredited investor,” as defined in Regulation D under the Securities Act.


The description above is only a summary of the material provisions of the Subscription Agreements and is qualified in its entirety by reference to a copy of the form of Subscription Agreement, which is filed as Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on April 7, 2022 and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


1.1   Form of Subscription Agreement.(incorporated by reference to Exhibit 1.2 of the Company’s Current Report on Form 8-K, filed on April 7, 2022).







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: July 27, 2022 By: /s/ Nina K. Baryski
  Name: Nina K. Baryski
  Title: Chief Financial Officer and Treasurer