As filed with the Securities and Exchange Commission on March 18, 2025

 

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.
   

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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 3, 2025 (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, 2024, 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, 2024 is $14.10:

(a)(1)(v) Updated Letter to Stockholders, dated March 18, 2025

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.

1

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 18, 2025

 

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 3, 2025.*

(a)(1)(ii)

  

Form of Letter of Transmittal.*

(a)(1)(iii)

  

Form of Notice of Withdrawal.*

(a)(1)(iv)

  

Letter to Stockholders, dated March 3, 2025.*

(a)(1)(v)

  

Updated Letter to Stockholders, dated March 18, 2025

107

  

Filing Fee Table*

____________

*        Previously filed with the Statement on March 3, 2025.

3

Exhibit (a)(1)(v)

FRANKLIN BSP CAPITAL CORPORATION
c/o SS&C GIDS, Inc.
Ste. 219943
430 W. 7th Street
Kansas City, Missouri 64105-1407
T: Investor Relations at (844) 785-4393
W: www.fbccbdc.com

March 18, 2025

Dear Stockholder:

As previously announced, the Board of Directors (the “Board”) of Franklin BSP Capital Corporation (the “Company”) authorized a tender offer for up to 2,500,000 shares of the Company’s issued and outstanding common stock, par value $0.001 per share (the “Shares”), which represents approximately 1.85% of the number of Shares outstanding as of December 31, 2024. The Company previously commenced an offer to purchase Shares for cash at a price equal to the Company’s net asset value (“NAV”) per Share as of December 31, 2024, upon the terms and conditions set forth in the accompanying Offer to Purchase and related Letter of Transmittal (which together constitute the “Offer”). On March 14, 2025, the Company reported that its December 31, 2024 NAV per Share is $14.10.

The purpose of this Offer is to provide stockholders with a measure of liquidity, since there is otherwise no public market for the Shares. The Offer period began on March 3, 2025 and will end at 11:59 P.M. Eastern Time, on April 9, 2025. Subject to the limitations contained in the Offer to Purchase, which preceded this letter, all properly completed and duly executed Letters of Transmittal returned to us will be processed promptly following the expiration of the Offer period.

IF YOU HAVE NO DESIRE TO SELL ANY OF YOUR SHARES AT THE COMPANY’S NET ASSET VALUE PER SHARE AS OF DECEMBER 31, 2024 OF $14.10 PER SHARE, PLEASE DISREGARD THIS NOTICE.

We will contact you again each fiscal year to notify you if the Company intends to offer to repurchase a portion of its issued and outstanding Shares. If you would like to tender a portion or all of your Shares for repurchase at this time, please complete the Letter of Transmittal form which preceded this letter and return it in the envelope previously provided to you. Please refer to the Offer to Purchase for conditions to the Offer, including, but not limited to, the fact that we are only offering to repurchase up to 2,500,000 Shares, which represents approximately 1.85% of the number of Shares outstanding as of December 31, 2024. During any calendar year, we intend to limit the number of Shares we offer to repurchase to the lesser of 10% of the weighted average number of Shares outstanding during the prior calendar year or the number of Shares the Company can repurchase with the cash retained as a result of issuing Shares under the Company’s distribution reinvestment plan (“DRIP”) to those stockholders who have elected to receive their distributions in the form of additional Shares rather than in cash during such period. The number of Shares the Company is offering to repurchase approximates the number of Shares the Company can repurchase with the cash retained as a result of issuing Shares under the DRIP during calendar year ended December 31, 2024.

 

All requests to tender Shares must be received in good order by the Company, at the address below, by 11:59 P.M. Eastern Time, on April 9, 2025.

Franklin BSP Capital Corporation
c/o SS&C GIDS, Inc.
Ste. 219943
430 W. 7th Street
Kansas City, Missouri 64105-1407

If you have any questions, please call your financial advisor or call us at (844) 785-4393.

  

Sincerely,
   

/s/ Richard J. Byrne
   

Richard J. Byrne
   

Chief Executive Officer and Chairman,
Franklin BSP Capital Corporation