As filed with the Securities and Exchange Commission
on June 14, 2022
File No. 812-14601
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
APPLICATION FOR AN ORDER TO AMEND A PRIOR ORDER
PURSUANT TO SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940, AND RULE 17d-1 UNDER THE 1940 ACT PERMITTING CERTAIN
JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) and 57(a)(4) OF THE 1940 ACT
54TH STREET EQUITY HOLDINGS, INC., FBLC FUNDING
I, LLC, BDCA-CB FUNDING, LLC, Franklin BSP Lending Corporation, Franklin BSP Capital Corporation,
FBLC 57th Street Funding LLC, FBLC Senior Loan Fund LLC, BDCA SLF Funding, LLC, Benefit Street Partners Capital Opportunity Fund II L.P.,
Benefit Street Partners Capital Opportunity Fund II SPV-1 LP, Benefit Street Partners Capital Opportunity Fund L.P., Benefit Street Partners
Capital Opportunity Fund SPV LLC, Benefit Street Partners Dislocation Fund (Cayman) Master L.P., Benefit Street Partners Dislocation
Fund L.P., Benefit Street Partners Senior Secured Opportunities (U) Master Fund (Non-US) L.P., Benefit Street Partners Senior Secured
Opportunities Fund L.P., Benefit Street Partners Senior Secured Opportunities Master Fund (Non-US) L.P., Benefit Street Partners Debt
Fund IV (Non-US) SPV L.P., Benefit Street Partners Debt Fund IV 2019 Leverage (Non-US) SPV L.P., Benefit Street Partners Debt Fund IV
2019 Leverage SPV L.P., Benefit Street Partners Debt Fund IV L.P., Benefit Street Partners Debt Fund IV Master (Non-US) L.P., Benefit
Street Partners Debt Fund IV SPV L.P., Benefit Street Partners SMA LM LP, Benefit Street Partners SMA-C Co-Invest L.P., BSP Coinvest
SMA-H LLC, BSP Debt Fund V LP, BSP Debt Fund V Master (Non-US) LP, Benefit Street Partners SMA-C II L.P., Benefit Street Partners SMA-C
II SPV L.P., Benefit Street Partners SMA-C L.P., Benefit Street Partners SMA-C SPV L.P., Benefit Street Partners SMA-K L.P., Benefit
Street Partners SMA-K SPV LP, Benefit Street Partners SMA-L L.P., Benefit Street Partners SMA-O L.P., Benefit Street Partners SMA-T L.P.,
Benefit Street Partners Special Situations Fund II (Cayman) L.P., Benefit Street Partners Special Situations Fund II L.P., BSP Coinvest
SMA-N L.P., BSP Coinvest Vehicle 1 LP, BSP Coinvest Vehicle 2 L.P., BSP Coinvest Vehicle K LP, BSP Levered Non-US Master SOF II (Senior
Secured Opportunities) Fund L.P., BSP Levered US SOF II (Senior Secured Opportunities) Fund L.P., BSP Senior Secured Debt Fund (Non-US)
SPV-1 LP, BSP Senior Secured Debt Fund SPV-1 LP, BSP SMA-T 2020 SPV L.P., BSP SOF II Cayman SPV-21 LP, BSP SOF II SPV Cayman LP, BSP
SOF II SPV LP, BSP SOF II SPV-21 LP, BSP Special Situations Master A L.P., BSP Special Situations Master B L.P., BSP Unlevered Lux SOF
II (Senior Secured Opportunities) Fund ScSP, BSP Unlevered Non-US Master SOF II (Senior Secured Opportunities) Fund L.P., FBCC Lending
I, LLC, Landmark Wall SMA L.P., Landmark Wall SMA SPV L.P., Providence Debt Fund III (Non-US) SPV L.P., Providence Debt Fund III L.P.,
Providence Debt Fund III Master (Non-US) L.P., Providence Debt Fund III SPV L.P., BSP Credit Solutions Master Fund, L.P., BSP Middle
Market CLO 1, LLC, Benefit Street Partners L.L.C., BSP CLO Management LLC, Franklin BSP Capital Adviser L.L.C., Franklin BSP Lending
Adviser, L.L.C., FRANKLIN BSP PRIVATE CREDIT FUND.
9 West 57th Street, Suite 4920
New York, New York 10019
(212) 588-6770
All Communications, Notices and Orders to:
Richard J. Byrne
Benefit Street Partners L.L.C.
9 West 57th Street, Suite 4920
New York, New York 10019
(212) 588-6770
Copies to:
Thomas J. Friedmann
Matthew J. Carter
Jonathan H. Gaines
Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, MA 02110-2605
(617) 728-7120
June 14, 2022
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
In the Matter of:
54TH STREET EQUITY HOLDINGS, INC.,
FBLC FUNDING I, LLC,
BDCA-CB FUNDING, LLC,
Franklin BSP Lending
Corporation,
Franklin BSP Capital
Corporation,
FBLC 57th Street Funding
LLC, FBLC
Senior Loan Fund LLC,
BDCA SLF
Funding, LLC, Benefit
Street Partners
Capital Opportunity
Fund II L.P.,
Benefit Street Partners
Capital
Opportunity Fund II
SPV-1 LP, Benefit
Street Partners Capital
Opportunity
Fund L.P., Benefit
Street Partners
Capital Opportunity
Fund SPV LLC,
Benefit Street Partners
Dislocation
Fund (Cayman) Master
L.P., Benefit
Street Partners Dislocation
Fund L.P.,
Benefit Street Partners
Senior
Secured Opportunities
(U) Master Fund
(Non-US) L.P., Benefit
Street Partners
Senior Secured Opportunities
Fund
L.P., Benefit Street
Partners Senior
Secured Opportunities
Master Fund
(Non-US) L.P., Benefit
Street Partners
Debt Fund IV (Non-US)
SPV L.P., Benefit
Street Partners Debt
Fund IV 2019
Leverage (Non-US) SPV
L.P., Benefit
Street Partners Debt
Fund IV 2019
Leverage SPV L.P.,
Benefit Street
Partners Debt Fund
IV L.P., Benefit
Street Partners Debt
Fund IV Master
(Non-US) L.P., Benefit
Street Partners
Debt Fund IV SPV L.P.,
Benefit Street
Partners SMA LM LP,
Benefit Street
Partners SMA-C Co-Invest
L.P., BSP
Coinvest SMA-H LLC,
BSP Debt Fund V LP,
BSP Debt Fund V Master
(Non-US) LP,
Benefit Street Partners
SMA-C II L.P.,
Benefit Street Partners
SMA-C II SPV L.P.,
Benefit Street Partners
SMA-C L.P.,
Benefit Street Partners
SMA-C SPV
L.P.,Benefit Street
Partners SMA-K L.P.,
Benefit Street Partners
SMA-K SPV LP,
Benefit Street Partners
SMA-L L.P.,
Benefit Street Partners
SMA-O L.P.,
Benefit Street Partners
SMA-T L.P.,
Benefit Street Partners
Special |
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APPLICATION FOR AN ORDER TO AMEND A PRIOR ORDER PURSUANT TO SECTIONS
17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940, AND RULE 17d-1 UNDER THE 1940 ACT PERMITTING CERTAIN JOINT TRANSACTIONS
OTHERWISE PROHIBITED BY SECTIONS 17(d) and 57(a)(4) OF THE 1940 ACT
|
Situations Fund II
(Cayman) L.P.,
Benefit Street Partners
Special
Situations Fund II
L.P., BSP Coinvest
SMA-N L.P., BSP Coinvest
Vehicle 1 LP, BSP
Coinvest Vehicle 2
L.P., BSP Coinvest
Vehicle K LP, BSP Levered
Non-US
Master SOF II (Senior
Secured
Opportunities) Fund
L.P., BSP Levered
US SOF II (Senior Secured
Opportunities) Fund
L.P., BSP Senior
Secured Debt Fund (Non-US)
SPV-1 LP, BSP
Senior Secured Debt
Fund SPV-1 LP, BSP
SMA-T 2020 SPV L.P.,
BSP SOF II Cayman SPV-
21 LP, BSP SOF II SPV
Cayman LP, BSP SOF II
SPV LP, BSP SOF II
SPV-21 LP, BSP Special
Situations Master A
L.P., BSP Special
Situations Master B
L.P., BSP Unlevered
Lux SOF II (Senior
Secured
Opportunities) Fund
ScSP, BSP
Unlevered Non-US Master
SOF II (Senior
Secured Opportunities)
Fund L.P., FBCC
Lending I, LLC, Landmark
Wall SMA L.P.,
Landmark Wall SMA SPV
L.P.,
Providence Debt Fund
III (Non-US) SPV
L.P.,Providence Debt
Fund III L.P.,
Providence Debt Fund
III Master (Non-
US) L.P., Providence
Debt Fund III SPV
L.P., BSP Credit Solutions
Master Fund,
L.P., BSP Middle
Market CLO 1, LLC,
Benefit Street
Partners L.L.C., BSP
CLO Management
LLC, Franklin BSP Capital
Adviser
L.L.C., Franklin BSP
Lending Adviser,
L.L.C.,
FRANKLIN BSP PRIVATE CREDIT FUND.
9 West 57th Street, 49th Floor, Suite 4920
New York, New York 10019
(212) 588-6770
File No. 812-14601
Investment Company Act of 1940 |
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INTRODUCTION
The Applicants (as defined
below) hereby request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “Commission”)
to amend the prior order issued to Benefit Street Partners BDC, Inc., et. al. (Investment Company Act of 1940, Release No. 33068,
May 1, 2018) pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940 (the “1940 Act”),
and Rule 17d-1 promulgated under the 1940 Act (the “Prior Order”), authorizing certain joint transactions
that otherwise may be prohibited by Sections 17(d) and 57(a)(4).1
The Regulated Funds,2
the Wholly-Owned Investment Subsidiaries, the Advisers and the Existing Affiliated Funds may be referred to herein as the “Applicants.”
Except as stated herein,
defined terms used in this application (the “Application”) for an amended order have the meanings provided
in the application for the Prior Order (the “Prior Application”).
The Prior Order permits one
or more Regulated Funds and Affiliated Funds3 to participate in the same investment opportunities through a proposed co-investment
program where such participation would otherwise be prohibited under Sections 17(d) and 57(a)(4) and the rules under the
1940 Act (the “Co-Investment Program”). All Applicants are eligible to rely on the Prior Order.
All entities as of the date
of submission of this Application that currently intend to rely on the requested Order have been named as Applicants. Any other existing
or future entity that relies on the order in the future will comply with the terms and conditions of this Application.
I.APPLICANTS
A.The BDCs and the Wholly-Owned Investment
Subsidiaries
| ● | Franklin
BSP Lending Corporation (“FBLC”); |
| ● | Franklin
BSP Capital Corporation (“FBCC” and, together with FBLC, the “BDCs”). |
A description of the BDCs
is included in Schedule A to this Application.
| ● | FBLC
57th Street Funding LLC is a Wholly-Owned Investment Subsidiary of FBLC; |
| ● | FBCC
Lending I, LLC, a Wholly-Owned Investment Subsidiary of FBCC. |
1 Unless otherwise indicated, all section and rule references
herein are to sections of, and rules under, the 1940 Act.
2 The term “Regulated Funds”
means BSP BDC, FBLC, FBCC and any future closed-end management investment company that has elected to be regulated as a BDC (as defined
below) or is registered under the 1940 Act, whose investment adviser is an Adviser and who intends to participate in the Co-Investment
Program (as defined below).
3 The term “Affiliated Fund”
means (i) the Existing Affiliated Funds and (ii) any Future Affiliated Fund. “Future Affiliated Fund” means an entity (i)
whose investment adviser is an Adviser, (ii) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act and
(iii) that intends to participate in the Co-Investment Program.
B.The Advisers
Benefit Street Partners L.L.C., the
indirect parent of the investment advisers to the BDCs (“BSP”). The term “Adviser”
means (a) BSP, (b) the “Controlled Advisers” set forth in Schedule B hereto, each of which is either
registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”) or relying
on the registration under the Advisers Act of BSP or a Controlled Adviser and is controlled by or under common control with BSP, and
(c) any future investment adviser that controls, is controlled by or is under common control with BSP and is registered as an investment
adviser under the Advisers Act or relying on the registration of a registered adviser which is an affiliate of BSP. A description of
the Advisers is included in Schedule C to this Application.
C. Existing Affiliated Funds
The investment vehicles set forth in
Schedule D hereto, each of which is an entity whose investment adviser is an Adviser (the “Existing Affiliated Funds”).
The Regulated Funds and the Affiliated
Funds may be under common control. Any of the Affiliated Funds or Controlling Advisers would be deemed to be a person identified in Section 57(b) of
the 1940 Act if it is an affiliated person of BSP within the meaning of Section 2(a)(3)(C), thus requiring exemptive relief for
certain co-investments with the Regulated Funds.
II.APPLICANTS’ PROPOSAL
Applicants Seek to Update the Definition of
“Follow-On Investment”
On April 8, 2020 the
SEC announced that it would provide temporary, conditional exemptive relief (the “Temporary Relief”) for business
development companies that would permit business development companies with effective co-investment orders to participate in Follow-On
Investments with an Affiliated Fund that is not already invested in the issuer.4
In issuing the Temporary
Relief, the Commission found that revising the definition of Follow-On Investments was “necessary and appropriate in the public
interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the [1940 Act].”5
The Temporary Relief would not permit Follow-On Investments by Regulated Funds that are not already invested in the issuer.
Applicants seek an amendment
to the Prior Order in order to update the definition of “Follow-On Investments” to be consistent with the Temporary Relief
and to read as follows:
“Follow-On Investments”
mean: (i) with respect to a Regulated Fund, an additional investment in the same issuer in which the Regulated Fund is currently
invested; or (ii) with respect to an Affiliated Fund, (X) an additional investment in the same issuer in which the Affiliated
Fund and at least one Regulated Fund are currently invested; or (Y) an investment in an issuer in which at least one Regulated Fund
is currently invested but in which the Affiliated Fund does not currently have an investment. An investment in an issuer includes, but
is not limited to, the exercise of warrants, conversion privileges or other rights to purchase securities of the issuer.
Applicants believe that this
update will simply incorporate the terms of the Temporary Relief into the Prior Order and that the findings made by the Commission with
respect to the Temporary Relief are equally applicable to the proposed Order and do not raise new policy concerns.
4 Order Under Sections 6(c), 17(d),
38(a), and 57(i) of the Investment Company Act of 1940 and Rule 17d-1 Thereunder Granting Exemptions from Specified Provisions of the
Investment Company Act and Certain Rules Thereunder, Rel. No. IC-33837 (Apr. 8, 2020).
5 Id. at 2.
The Applicants submit that
the analysis in Section III, “Relief for Proposed Co-Investment Transactions,” of the Prior Application is equally applicable
to this Application, which differs only from the Prior Application in so far as the definition of Follow-On Investments has been updated
to be consistent with the Temporary Relief. Accordingly, that prior analysis is not restated herein.
The representations and conditions
of the Prior Order, as stated in Section II.G of the Prior Application with the revision to the definition of Follow-On Investments,
will remain in effect.6
III.REQUESTED RELIEF
Accordingly, the Applicants
respectfully request that the Commission grant an Order amending the Prior Order. The Applicants are seeking to amend the definition
of “Follow-On Investment” in the Prior Order in order that certain Affiliated Funds may participate in Follow-On Investments
under the Order consistent with the terms of the Temporary Relief.
For the reasons stated herein,
Applicants believe that:
| ● | With
respect to the relief pursuant to Sections 17(d) and 57(i) and Rule 17d-1,
the relief continues to be appropriate in the public interest and consistent with the protection
of investors. |
IV.REPRESENTATIONS AND CONDITIONS
Applicants agree that any Order of the Commission
granting the requested relief will be subject to all of the representations and conditions in the Prior Order, except that the definition
of Follow-On Investments has been revised as set forth in this Application.
V.PROCEDURAL MATTERS
Please address all communications
concerning this Application and the Notice and Order to:
Richard J. Byrne
Benefit Street Partners L.L.C.
9 West 57th Street, Suite 4920
New York, New York 10019
(212) 588-6770
Please address any questions, and a copy of any
communications, concerning this Application, the Notice and Order to:
Thomas J. Friedmann
Matthew J. Carter
Jonathan H. Gaines
Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, MA 02110-2605
(617) 728-7120
6 Any and all references to an Affiliated Fund needing
to be invested in an issuer as a required precedent for a Follow-On Investment would be struck as a result of the Order.
Pursuant to Rule 0-2(c) under
the 1940 Act, Applicants hereby state that each of the BDCs, by resolution duly adopted by its respective Board (attached hereto as Exhibit A),
has authorized its officers to cause to be prepared and to execute and file with the Commission this Application and any amendment thereto
under Section 57(i) of the 1940 Act and Rule 17d-1 under the 1940 Act, for an amendment to an order authorizing certain
joint transactions that may otherwise be prohibited under Section 57(a)(4) of such Act. Each person executing the application
on behalf of the Regulated Funds, BSP, the Affiliated Funds and Controlled Advisers says that he has duly executed the Application for
and on behalf of the Regulated Funds, BSP, the Affiliated Funds or Controlled Advisers; that he is authorized to execute the Application
pursuant to the terms of an operating agreement, management agreement or otherwise; and that all actions by members, directors or other
bodies necessary to authorize each such deponent to execute and file the Application have been taken.
All requirements for the execution and filing
of this Application in the name and on behalf of each Applicant by the undersigned have been complied with and the undersigned is fully
authorized to do so and has duly executed this Application this 14th day of June, 2022.
|
54TH STREET EQUITY HOLDINGS, INC. |
|
|
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Chief Financial Officer |
|
FBLC FUNDING I, LLC |
|
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|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Chief Financial Officer |
|
BDCA-CB FUNDING, LLC |
|
|
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Chief Financial Officer |
|
Franklin BSP Lending Corporation |
|
By: |
/s/Nina K. Baryski |
|
Name: |
Nina K. Baryski |
|
Title: |
Chief Financial Officer |
|
Franklin BSP Capital Corporation |
|
By: |
/s/Nina K. Baryski |
|
Name: |
Nina K. Baryski |
|
Title: |
Chief Financial Officer |
|
FBLC 57th Street Funding LLC |
|
By: |
/s/Nina K. Baryski |
|
Name: |
Nina K. Baryski |
|
Title: |
Authorized Person |
|
FBLC Senior Loan Fund LLC |
|
By: |
/s/Nina K. Baryski |
|
Name: |
Nina K. Baryski |
|
Title: |
Authorized Person |
|
By: |
/s/Nina K. Baryski |
|
Name: |
Nina K. Baryski |
|
Title: |
Authorized Person |
|
Benefit Street Partners Capital Opportunity Fund II L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Capital Opportunity Fund II SPV-1 LP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Capital
Opportunity Fund L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Capital Opportunity Fund SPV LLC |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Dislocation Fund (Cayman) Master L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Dislocation Fund L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Senior Secured Opportunities (U) Master
Fund (Non-US) L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Senior Secured Opportunities Fund L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Senior Secured Opportunities Master Fund
(Non-US) L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Debt Fund IV (Non-US) SPV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Debt Fund IV 2019 Leverage (Non-US) SPV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Debt Fund IV 2019 Leverage SPV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Debt Fund IV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
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Benefit Street Partners Debt Fund IV Master (Non-US) L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
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Title: |
Authorized Person |
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Benefit Street Partners Debt Fund IV SPV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
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Title: |
Authorized Person |
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Benefit Street Partners SMA LM LP |
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By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
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Benefit Street Partners SMA-C Co-Invest L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Debt Fund V Master (Non-US) LP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-C II L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-C II SPV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-C L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-C SPV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-K L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-K SPV LP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-L L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-O L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-T L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Special Situations Fund II (Cayman) L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Special Situations Fund II L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Coinvest Vehicle 1 LP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Coinvest Vehicle 2 L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Coinvest Vehicle K LP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Levered Non-US Master SOF II (Senior Secured Opportunities) Fund
L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Levered US SOF II (Senior Secured Opportunities) Fund L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Senior Secured Debt Fund
(Non-US) SPV-1 LP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Senior Secured Debt Fund SPV-1 LP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP SOF II Cayman SPV-21 LP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Special Situations Master A L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Special Situations Master B L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Unlevered Lux SOF II (Senior Secured Opportunities) Fund ScSP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Unlevered Non-US Master SOF II (Senior Secured Opportunities)
Fund L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Landmark Wall SMA SPV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Providence Debt Fund III
(Non-US) SPV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Providence Debt Fund III L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Providence Debt Fund III Master (Non-US) L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Providence Debt Fund III SPV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Credit Solutions Master
Fund, L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Middle Market CLO 1, LLC |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners L.L.C. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Franklin BSP Capital Adviser
L.L.C. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Franklin BSP Lending Adviser,
L.L.C. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
FRANKLIN BSP PRIVATE CREDIT FUND |
|
By: |
/s/Bryan Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
SCHEDULE A
The BDCs
FBLC. FBLC is a Maryland
corporation that is an externally managed, non-diversified closed-end management investment company that has elected to be regulated
as a BDC under the 1940 Act. FBLC was organized on May 5, 2010 and, on January 25, 2011, FBLC commenced its initial public
offering on a “reasonable best efforts basis” of up to 150 million shares of common stock. On August 25, 2011, FBLC
raised sufficient funds to break escrow on its initial public offering and commenced operations as of that date. FBLC has made an election
to be treated as a RIC under Subchapter M of the Code, and intends to continue to make such election in the future. FBLC’s principal
place of business is 9 West 57th Street, 49th Floor, New York, NY 10019.
FBLC’s Objectives and
Strategies are to generate both current income and capital appreciation through debt and equity investments. FBLC invests primarily in
senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle-market
companies. FBLC defines middle market companies as those with annual revenues up to $1 billion, although it may invest in larger or smaller
companies. FBLC also purchases interests in loans or corporate
bonds through secondary market transactions. Senior secured loans generally are senior debt instruments that rank ahead of subordinated
debt and equity in priority of payments and are generally secured by liens on the operating assets of a borrower which may include inventory,
receivables, plant, property, and equipment. Mezzanine debt is subordinated to senior loans and is generally unsecured. FBLC may also
invest in the equity and junior debt tranches of collateralized loan obligation investment vehicles (“Collateralized Securities”).
FBCC. FBCC is a Delaware
corporation that is an externally managed, non-diversified closed-end management investment company that has elected to be regulated
as a BDC under the 1940 Act. FBCC was organized on January 29, 2020 and, on December 18, 2020, initiated its initial closing
of capital commitments to purchase shares of its common stock in private placements in reliance on exemptions from the registration requirements
of the Securities Act of 1933. FBCC has made an election to be treated as a RIC under Subchapter M of the Code, and intends to continue
to make such election in the future. FBCC’s principal place of business is 9 West 57th Street, 49th Floor, New York,
NY 10019.
FBCC’s Objectives and
Strategies are to generate both current income and capital appreciation through debt and equity investments. FBCC invests primarily in
senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle-market
companies. FBCC defines middle market companies as those with annual revenues up to $1 billion, although it may invest in larger or smaller
companies. FBCC also purchases interests in loans or corporate bonds through secondary market transactions, which refers to acquisitions
from secondary market participants rather than from the portfolio company directly. Senior secured loans generally are senior debt instruments
that rank ahead of subordinated debt and equity in priority of payments and are generally secured by liens on the operating assets of
a borrower which may include inventory, receivables, plant, property, and equipment. Mezzanine debt is subordinated to senior loans and
is generally unsecured. Although FBCC has no policy governing the maturities of its investments, under current market conditions it expects
that it will invest in a portfolio of debt generally having maturities of between five to ten years. The loans are often held for five
years or less before any refinancing or disposition.
Each of the BDCs intends
to achieve its respective investment objective by (1) sourcing of primarily private debt opportunities through Benefit Street Partners’
extensive proprietary networks and close relationships, (2) prioritization of non-competitive, “strategic capital” opportunities,
including non-sponsored investments, (3) creative and flexible approach to providing capital, (4) optimization of investment
level risk/return profile, (5) maintaining downside protection through risk management and diversification, and (6) ability
to take advantage of opportunities Benefit Street Partners believes are mispriced.
The business and affairs
of each of the BDCs are managed under the direction of its respective Board.
The Board of each of the
BDCs consists of seven members, five of whom are not “interested persons” of the applicable BDC as defined in Section 2(a)(19)
of the 1940 Act (“Non-Interested Directors”). The Board of each of the BDCs has delegated daily management
and investment authority of such BDC to the relevant Controlled Adviser pursuant to the respective Investment Advisory Agreement.7
BSP provides the administrative services necessary for each of the BDCs to operate, such as furnishing each of the BDCs with office
facilities and equipment and providing clerical, bookkeeping, recordkeeping and other administrative services at such facilities.
7 The term “Investment
Advisory Agreement” means, as applicable, (i) the investment advisory agreement by and between Franklin BSP Lending Adviser,
L.L.C. and FBLC, (ii) the investment advisory agreement by and between Franklin BSP Capital Adviser L.L.C. and FBCC, and (iii) any investment
advisory agreement to be entered into by an Adviser and a Regulated Fund.
SCHEDULE C
The Advisers
Benefit Street Partners
L.L.C., a Delaware limited liability company that is registered as an investment adviser under the Advisers Act, and pursuant to
staffing agreement with Franklin BSP Lending Adviser, L.L.C. and Franklin BSP Capital Adviser, L.L.C. (each, a “Staffing
Agreement”), Benefit Street Partners L.L.C. makes experienced investment professionals available to Franklin BSP Lending
Adviser, L.L.C. and Franklin BSP Capital Adviser, L.L.C. and provides access to the senior investment personnel of Benefit Street Partners
L.L.C. and its affiliates. The employees furnished by Benefit Street Partners L.L.C. under each Staffing Agreement render advice in their
capacity as persons associated with the relevant adviser and subject, in that capacity, to the supervision of the relevant adviser (and
not Benefit Street Partners L.L.C.). Services provided under each Staffing Agreement will not be exclusive, and it is free to furnish
similar services to other entities.
Franklin BSP Lending Adviser,
L.L.C., a Delaware limited liability company that is registered as an investment adviser under the Advisers Act, serves as the investment
adviser to FBLC pursuant to the Investment Advisory Agreement. Subject to the overall supervision of FBLC’s Boards, Franklin BSP
Lending Adviser, L.L.C. will manage the day-to-day operations of, and provide investment advisory and management services to FBLC.
Franklin BSP Capital Adviser
L.L.C., a Delaware limited liability company that is registered as an investment adviser under the Advisers Act, serves as the investment
adviser to FBCC pursuant to the Investment Advisory Agreement. Subject to the overall supervision of FBCC’s Boards, Franklin BSP
Capital Adviser L.L.C. will manage the day-to-day operations of, and provide investment advisory and management services to FBCC.
BSP CLO Management LLC
is a Delaware limited liability company that is registered as an investment adviser under the Advisers Act.
BSP or a Controlled Adviser
currently serves as investment adviser to each of the Existing Affiliated Funds. The BDCs may seek to co-invest with the Affiliated Funds.
As used in this Application, the term “investment adviser” refers to the entity that provides investment advisory services
to the Existing Affiliated Funds notwithstanding that the relevant underlying documentation for an Existing Affiliated Fund may use different
terminology, including “collateral manager.”
SCHEDULE D
Existing Affiliated Funds
Affiliated Funds
54th Street Equity Holdings, Inc.
FBLC Funding I, LLC
BDCA-CB Funding, LLC
FBLC 57th Street Funding LLC
FBLC Senior Loan Fund LLC
BDCA SLF Funding, LLC
Benefit Street Partners Capital Opportunity Fund II L.P.
Benefit Street Partners Capital Opportunity Fund II SPV-1 LP
Benefit Street Partners Capital Opportunity Fund L.P.
Benefit Street Partners Capital Opportunity Fund SPV LLC
Benefit Street Partners Dislocation Fund (Cayman) Master L.P.
Benefit Street Partners Dislocation Fund L.P.
Benefit Street Partners Senior Secured Opportunities (U) Master
Fund (Non-US) L.P.
Benefit Street Partners Senior Secured Opportunities Fund L.P.
Benefit Street Partners Senior Secured Opportunities Master Fund (Non-US)
L.P.
Benefit Street Partners Debt Fund IV (Non-US) SPV L.P.
Benefit Street Partners Debt Fund IV 2019 Leverage (Non-US) SPV L.P.
Benefit Street Partners Debt Fund IV 2019 Leverage SPV L.P.
Benefit Street Partners Debt Fund IV L.P.
Benefit Street Partners Debt Fund IV Master (Non-US) L.P.
Benefit Street Partners Debt Fund IV SPV L.P.
Benefit Street Partners SMA LM LP
Benefit Street Partners SMA-C Co-Invest L.P.
BSP Coinvest SMA-H LLC
BSP Debt Fund V LP
BSP Debt Fund V Master (Non-US) LP
Benefit Street Partners SMA-C II L.P.
Benefit Street Partners SMA-C II SPV L.P.
Benefit Street Partners SMA-C L.P.
Benefit Street Partners SMA-C SPV L.P.
Benefit Street Partners SMA-K L.P.
Benefit Street Partners SMA-K SPV LP
Benefit Street Partners SMA-L L.P.
Benefit Street Partners SMA-O L.P.
Benefit Street Partners SMA-T L.P.
Benefit Street Partners Special Situations Fund II (Cayman) L.P.
Benefit Street Partners Special Situations Fund II L.P.
BSP Coinvest SMA-N L.P.
BSP Coinvest Vehicle 1 LP
BSP Coinvest Vehicle 2 L.P.
BSP Coinvest Vehicle K LP
BSP Levered Non-US Master SOF II (Senior Secured Opportunities) Fund
L.P.
BSP Levered US SOF II (Senior Secured Opportunities) Fund L.P.
BSP Senior Secured Debt Fund (Non-US) SPV-1 LP
BSP Senior Secured Debt Fund SPV-1 LP
BSP SMA-T 2020 SPV L.P.
BSP SOF II Cayman SPV-21 LP
BSP SOF II SPV Cayman LP
BSP SOF II SPV LP
BSP SOF II SPV-21 LP
BSP Special Situations Master A L.P.
BSP Special Situations Master B L.P.
BSP Unlevered Lux SOF II (Senior Secured Opportunities) Fund ScSP
BSP Unlevered Non-US Master SOF II (Senior Secured Opportunities)
Fund L.P.
FBCC Lending I, LLC
Landmark Wall SMA L.P.
Landmark Wall SMA SPV L.P.
Providence Debt Fund III (Non-US) SPV L.P.
Providence Debt Fund III L.P.
Providence Debt Fund III Master (Non-US) L.P.
Providence Debt Fund III SPV L.P.
BSP Credit Solutions Master Fund, L.P.
BSP Middle Market CLO 1, LLC
VERIFICATION
The undersigned states that he has duly
executed the foregoing Application, dated June 14, 2022, for and on behalf of 54th Street Equity Holdings, Inc., FBLC Funding I,
LLC, BDCA-CB Funding, LLC, FBLC 57th Street Funding LLC, FBLC Senior Loan Fund LLC, BDCA SLF Funding, LLC, Benefit Street Partners
Capital Opportunity Fund II L.P., Benefit Street Partners Capital Opportunity Fund II SPV-1 LP, Benefit Street Partners Capital
Opportunity Fund L.P., Benefit Street Partners Capital Opportunity Fund SPV LLC, Benefit Street Partners Dislocation Fund (Cayman)
Master L.P., Benefit Street Partners Dislocation Fund L.P., Benefit Street Partners Senior Secured Opportunities (U) Master
Fund (Non-US) L.P., Benefit Street Partners Senior Secured Opportunities Fund L.P., Benefit Street Partners Senior Secured
Opportunities Master Fund (Non-US) L.P., Benefit Street Partners Debt Fund IV (Non-US) SPV L.P., Benefit Street Partners Debt Fund
IV 2019 Leverage (Non-US) SPV L.P., Benefit Street Partners Debt Fund IV 2019 Leverage SPV L.P., Benefit Street Partners Debt Fund
IV L.P., Benefit Street Partners Debt Fund IV Master (Non-US) L.P., Benefit Street Partners Debt Fund IV SPV L.P., Benefit Street
Partners SMA LM LP, Benefit Street Partners SMA-C Co-Invest L.P., BSP Coinvest SMA-H LLC, BSP Debt Fund V LP, BSP Debt Fund V Master
(Non-US) LP, Benefit Street Partners SMA-C II L.P., Benefit Street Partners SMA-C II SPV L.P., Benefit Street Partners SMA-C L.P.,
Benefit Street Partners SMA-C SPV L.P., Benefit Street Partners SMA-K L.P., Benefit Street Partners SMA-K SPV LP, Benefit Street
Partners SMA-L L.P., Benefit Street Partners SMA-O L.P., Benefit Street Partners SMA-T L.P., Benefit Street Partners Special
Situations Fund II (Cayman) L.P., Benefit Street Partners Special Situations Fund II L.P., BSP Coinvest SMA-N L.P., BSP Coinvest
Vehicle 1 LP, BSP Coinvest Vehicle 2 L.P., BSP Coinvest Vehicle K LP, BSP Levered Non-US Master SOF II (Senior Secured
Opportunities) Fund L.P., BSP Levered US SOF II (Senior Secured Opportunities) Fund L.P., BSP Senior Secured Debt Fund (Non-US)
SPV-1 LP, BSP Senior Secured Debt Fund SPV-1 LP, BSP SMA-T 2020 SPV L.P., BSP SOF II Cayman SPV-21 LP, BSP SOF II SPV Cayman LP, BSP
SOF II SPV LP, BSP SOF II SPV-21 LP, BSP Special Situations Master A L.P., BSP Special Situations Master B L.P., BSP Unlevered Lux
SOF II (Senior Secured Opportunities) Fund ScSP, BSP Unlevered Non-US Master SOF II (Senior Secured Opportunities) Fund L.P., FBCC
Lending I, LLC, Landmark Wall SMA L.P., Landmark Wall SMA SPV L.P., Providence Debt Fund III (Non-US) SPV L.P., Providence Debt Fund
III L.P., Providence Debt Fund III Master (Non-US) L.P., Providence Debt Fund III SPV L.P., BSP Credit Solutions Master Fund, L.P.,
BSP Middle Market CLO 1, LLC, Benefit Street Partners L.L.C., BSP CLO Management LLC, Franklin BSP Capital Adviser L.L.C.,
Franklin BSP Lending Adviser, L.L.C., Franklin BSP Private Credit Fund, Franklin BSP Lending Corporation, Franklin BSP Capital
Corporation as the case may be, that he holds the office with such entity as indicated below and that all action by the directors,
stockholders, general partners, trustees or members of each entity, as applicable, necessary to authorize the undersigned to execute
and file such instrument has been taken. The undersigned further states that he is familiar with such instrument and the contents
thereof and that the facts set forth therein are true to the best of his knowledge, information and belief.
|
54TH STREET EQUITY HOLDINGS, INC. |
|
|
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Chief Financial Officer |
|
FBLC FUNDING I, LLC |
|
|
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Chief Financial Officer |
|
BDCA-CB FUNDING, LLC |
|
|
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Chief Financial Officer |
|
Franklin BSP Lending Corporation |
|
By: |
/s/Nina K. Baryski |
|
Name: |
Nina K. Baryski |
|
Title: |
Chief Financial Officer |
|
Franklin BSP Capital Corporation |
|
By: |
/s/Nina K. Baryski |
|
Name: |
Nina K. Baryski |
|
Title: |
Chief Financial Officer |
|
FBLC 57th Street Funding LLC |
|
By: |
/s/Nina K. Baryski |
|
Name: |
Nina K. Baryski |
|
Title: |
Authorized Person |
|
FBLC Senior Loan Fund LLC |
|
By: |
/s/Nina K. Baryski |
|
Name: |
Nina K. Baryski |
|
Title: |
Authorized Person |
|
By: |
/s/Nina K. Baryski |
|
Name: |
Nina K. Baryski |
|
Title: |
Authorized Person |
|
Benefit Street Partners Capital Opportunity Fund II L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Capital Opportunity Fund II SPV-1 LP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Capital Opportunity Fund L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Capital Opportunity Fund SPV LLC |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Dislocation Fund (Cayman) Master L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Dislocation Fund L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Senior Secured Opportunities (U) Master Fund (Non-US) L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Senior Secured Opportunities Fund L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Senior Secured Opportunities Master Fund (Non-US) L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Debt Fund IV (Non-US) SPV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Debt Fund IV 2019 Leverage (Non-US) SPV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Debt Fund IV 2019 Leverage SPV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Debt Fund IV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Debt Fund IV Master (Non-US) L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Debt Fund IV SPV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA LM LP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-C Co-Invest L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Debt Fund V Master (Non-US) LP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-C II L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-C II SPV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-C L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-C SPV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-K L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-K SPV LP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-L L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-O L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners SMA-T L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Special Situations Fund II (Cayman) L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners Special Situations Fund II L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Coinvest Vehicle 1 LP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Coinvest Vehicle 2 L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Coinvest Vehicle K LP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Levered Non-US Master SOF II (Senior Secured Opportunities) Fund L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Levered US SOF II (Senior Secured Opportunities) Fund L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Senior Secured Debt Fund (Non-US) SPV-1 LP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Senior Secured Debt Fund SPV-1 LP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP SOF II Cayman SPV-21 LP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Special Situations Master A L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Special Situations Master B L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Unlevered Lux SOF II (Senior Secured
Opportunities) Fund ScSP |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Unlevered Non-US Master SOF II (Senior
Secured Opportunities) Fund L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Landmark Wall SMA SPV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Providence Debt Fund III (Non-US) SPV
L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Providence Debt Fund III L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Providence Debt Fund III Master (Non-US)
L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Providence Debt Fund III SPV L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Credit Solutions Master Fund, L.P. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
BSP Middle Market CLO 1, LLC |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Benefit Street Partners L.L.C. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Franklin BSP Capital Adviser L.L.C. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
Franklin BSP Lending Adviser, L.L.C. |
|
By: |
/s/Bryan R. Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
|
FRANKLIN BSP PRIVATE CREDIT FUND |
|
By: |
/s/Bryan Martoken |
|
Name: |
Bryan R. Martoken |
|
Title: |
Authorized Person |
EXHIBIT A
Franklin BSP Lending Corporation
WHEREAS, the Board
of Directors has reviewed the Company’s Co-Investment Exemptive Application (the “Exemptive Application”),
a copy of which is attached hereto as Exhibit A, for an order of the U.S. Securities and Exchange Commission (the “SEC”)
pursuant to Sections 57(a)(4) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”),
and Rule 17d-1 promulgated under the 1940 Act, permitting certain joint transactions that otherwise may be prohibited by Section 57(a)(4) of
the Act.
NOW, THEREFORE, BE IT
RESOLVED, that the officers, shall be, and each of them individually hereby is, authorized, empowered and directed, in the name and
on behalf of the Company, to cause to be executed, delivered and filed with the SEC the Exemptive Application, in substantially the form
attached hereto as Exhibit A; and
FURTHER RESOLVED,
that the officers shall be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of
the Company, to cause to be made, executed, delivered and filed with the SEC any amendments to the Exemptive Application and any additional
applications for exemptive relief as are determined necessary, advisable or appropriate by any of the officers in order to effectuate
the foregoing resolutions, such determination to be conclusively evidenced by the taking of any such action; and
FURTHER RESOLVED, that all acts and things
previously done by any of the officers, on or prior to the date hereof, in the name and on behalf of the Company in connection with the
foregoing resolutions are in all respects authorized, ratified, approved, confirmed and adopted as the acts and deeds by and on behalf
of the Company; and
FURTHER RESOLVED, that the officers be,
and each of them hereby is, authorized, empowered and directed to certify and deliver copies of these resolutions to such governmental
bodies, agencies, persons, firms or corporations as the officers may deem necessary and to identify by his or her signature or certificate,
or in such form as may be required, the documents and instruments presented to and approved herein and to furnish evidence of the approval,
by an officer authorized to give such approval, of any document, instrument or provision or any addition, deletion or change in any document
or instrument.
(Adopted on December 21, 2016)
Franklin BSP Capital Corporation
RESOLVED, that the
officers of FBCC be, and each of them hereby is, authorized in the name and on behalf of FBCC to submit and cause to be filed with the
SEC an application for an amended order of exemptive relief, in substantially the form attached as Exhibit A, with such changes,
modifications, or amendments thereto as the officer or officers executing the same (personally or by attorney) may approve as necessary
or desirable, such approval to be conclusively evidenced by his, her or their execution thereof.
(Adopted on April 27, 2022)
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