Current Report Filing (8-k)
28 Octubre 2022 - 4:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 27, 2022
FRANKLIN BSP LENDING CORPORATION
(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 |
10019 |
(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 October 27, 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 $0.001 per share (the “Common Stock”) for an aggregate offering price
of approximately $59.0 million. The Company will use the proceeds for general corporate purposes.
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
SIGNATURES
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.
|
FRANKLIN BSP LENDING CORPORATION |
|
|
Date: October 28, 2022 |
By: |
/s/ Nina K. Baryski |
|
Name: |
Nina K. Baryski |
|
Title: |
Chief Financial Officer and Treasurer |
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